Henry Helgeson
About Henry Helgeson
Henry Helgeson is an independent director of Concord Acquisition Corp II (CNDA). He is the Founder and former CEO of Cayan, which was sold to TSYS (now Global Payments) in 2018 for $1.05 billion; he is currently a director at Electronic Payment Providers, Infinicept, and Resupply, bringing deep fintech operating experience and industry relationships to CNDA’s board . He serves on all three standing board committees and chairs the Compensation Committee; the board class containing Bob Diamond and Henry Helgeson is scheduled to expire at the third annual meeting .
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Cayan (payments) | Founder & CEO | Sold to TSYS (Global Payments) in 2018 | Grew into one of the largest U.S. merchant acquirers before sale |
External Roles
| Organization | Role | Status |
|---|---|---|
| Electronic Payment Providers, Inc. | Director | Current |
| Infinicept, Inc. | Director | Current |
| Resupply, Inc. | Director | Current |
Board Governance
- Independence: The board determined Helgeson qualifies as an independent director under NYSE and SEC rules .
- Committee assignments and roles (all CNDA committees are composed solely of independent directors) :
| Committee | Role | Members (independent) |
|---|---|---|
| Compensation | Chair | Peter Ort, Henry Helgeson (Chair), Larry Leibowitz |
| Audit | Member | Peter Ort (Chair), Henry Helgeson, Larry Leibowitz |
| Nominating & Corporate Governance | Member | Peter Ort, Henry Helgeson, Larry Leibowitz (Chair) |
- Governance mechanics (SPAC-specific): Prior to a business combination, CNDA’s Class B holders exclusively elect and can remove directors; public holders cannot vote on director elections during this period, a dynamic that concentrates board-election power with sponsors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | CNDA discloses none of its executive officers or directors has received cash compensation for services rendered to the company |
| Meeting/committee fees | $0 | No cash fees disclosed; committees are staffed but directors are not paid cash |
Sponsor-related payments (company-level): CNDA pays $20,000 per month to the sponsor under an Administrative Services Agreement (not director pay). This arrangement continues until a business combination or liquidation and can extend with charter amendments; it is a governance consideration for independence and related-party oversight .
Performance Compensation
| Component | Detail |
|---|---|
| RSUs/PSUs | None disclosed for directors; CNDA has not granted equity awards (RSUs/PSUs) to directors |
| Options | None disclosed for directors |
| Sponsor/founder exposure | Helgeson’s beneficial ownership table shows no direct Class B holdings; CNDA notes directors may indirectly own sponsor interests (membership interests), which can create economic exposure to founder shares/warrants (6) (9) (9) |
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict Consideration |
|---|---|---|
| Electronic Payment Providers, Inc. | Private/Fintech | No CNDA related-party dealings disclosed; oversight via audit committee charter |
| Infinicept, Inc. | Private/Fintech enablement | No CNDA related-party dealings disclosed |
| Resupply, Inc. | Private | No CNDA related-party dealings disclosed |
Expertise & Qualifications
- Fintech operating leadership: Founder/CEO experience scaling Cayan; deep domain/operator credentials in payments/acquiring .
- Board/committee experience: Chairs Compensation Committee; serves on Audit and Nominating committees, with charters covering compensation design, related-party approvals, and governance .
- Industry relationships and trend awareness cited as competitive advantage for fintech target evaluation .
Equity Ownership
| Holder | Shares Beneficially Owned (Direct) | % of Outstanding | Notes |
|---|---|---|---|
| Henry Helgeson | — (none reported) | — (less than 1%) | CNDA footnotes indicate possible indirect sponsor interests not reflected in direct beneficial ownership |
Governance Assessment
-
Positives
- Independent status and full committee coverage (Audit/Comp/Nominating) enhance oversight breadth; compensation chair role positions him to influence pay alignment post-combination .
- Audit and governance charters require pre-approval and review of related-party transactions, and define robust auditor independence oversight—supporting control quality .
- Fintech operator background is directly relevant to CNDA’s stated sector focus, potentially improving target selection diligence .
-
Risk indicators and potential conflicts
- Sponsor economics: CNDA repeatedly discloses directors/sponsor interests that would be worthless absent a business combination (founder shares and private placement warrants), creating incentive misalignment around extensions and deal timing—this is a structural SPAC red flag for investor alignment .
- Class B control over director elections prior to de-SPAC reduces public investor governance leverage during critical periods .
- Non-redemption agreements and “promote” share structures with investors (and sponsor notes) indicate dilution/transfer economics around extensions; while not tied specifically to Helgeson, they heighten governance complexity and potential alignment concerns at the board level .
- Administrative Services Agreement pays the sponsor $20,000/month; while customary for SPACs, it is a related-party cash flow requiring vigilant audit committee oversight .
Overall: Helgeson’s fintech expertise and independent committee roles are constructive, but SPAC structural incentives (founder shares/warrants, Class B director control, extension-related promotes) require heightened scrutiny of board decisions affecting investor alignment and pay design post-business combination .