John F. Levy
About John F. Levy
Independent director of Cartica Acquisition Corp (CRTAF) since May 23, 2023; age 69. Levy is a CPA, Wharton B.S., and St. Joseph’s University MBA, with >40 years in governance, financial reporting, public accounting (9 years), and CFO roles (13+ years). He is recognized as an audit committee financial expert and currently chairs CRTAF’s Audit Committee; he also serves on the Compensation, Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Board Advisory | Chief Executive Officer & Principal Consultant | May 2005–present | Governance advisory; financial reporting expertise |
| Sticky Fingers Restaurants, LLC | Chief Executive Officer | 2019–2020 | Operational leadership |
| Various public/private companies | Chief Financial Officer | 13+ years | Financial reporting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capitalworks Emerging Markets Acquisition Corp (OTC: CMCAF), now Piermont Valley Acquisition Corp | Director; Audit Committee Chair | Since Apr 2024 | Audit leadership |
| Shengfeng Development Ltd. (Nasdaq: SFWL) | Director | Mar 2023–May 2024 | Board oversight |
| Paranovus Entertainment Technology Ltd. (Nasdaq: PAVS) | Director | Oct 2019–Mar 2024 | Board oversight |
| Applied Minerals, Inc. | Director | Jan 2008–Aug 2022 | Board oversight |
| Washington Prime Group, Inc. | Director | Jun 2016–Oct 2021 | Board oversight |
| Singularity Future Technology Ltd. (Nasdaq: SGLY) | Director | Nov 2021–Feb 2023 | Board oversight |
| Takung Art Co., Ltd. (Nasdaq: TKAT) | Director | Mar 2016–Jun 2019 | Board oversight |
| China Commercial Credit, Inc. | Director | Aug 2013–Dec 2016 | Board oversight |
| Applied Energetics, Inc. (OTCM: AERG) | Director | Jun 2009–Feb 2016 | Board oversight |
Board Governance
- Committee roles: Audit Committee Chair; member, Compensation, Nominating & Corporate Governance Committee .
- Independence: Board determined Levy is independent under Nasdaq and SEC rules; Audit Committee comprised of independent directors; Levy is financially literate and designated an “audit committee financial expert” .
- Board class/term: Originally appointed Class II director with term slated to expire at the second annual general meeting (2024), while continuing to serve as director as of March 31, 2025 .
- Executive sessions: Independent directors hold regularly scheduled meetings with only independent directors present .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual retainer (cash) | Not disclosed; SPAC policy states no compensation of any kind will be paid to directors prior to completion of an initial business combination (except expense reimbursements) . |
| Committee membership fees | Not disclosed; same SPAC policy applies . |
| Committee chair fees | Not disclosed; same SPAC policy applies . |
| Meeting fees | Not disclosed; same SPAC policy applies . |
| Expense reimbursements | Allowed for out-of-pocket expenses in connection with SPAC activities; reviewed quarterly by Audit Committee . |
Performance Compensation
| Item | Detail |
|---|---|
| Equity awards (RSUs/PSUs), options | None disclosed; directors may receive consulting/management fees only after a business combination, fully disclosed in transaction materials; no pre-BC equity awards disclosed . |
| Performance metrics | Not applicable pre-business combination; no disclosed performance-linked director pay . |
| Clawback | Audit and Compensation Committees advise on SEC Rule 10D-1 clawback triggers; charters amended Nov 30, 2023 . |
Other Directorships & Interlocks
- Multiple current/prior public company boards listed above; no disclosed interlocks with CRTAF’s counterparties or related parties. CRTAF’s Sponsor holds significant voting power and has lock-up/support agreements related to the Nidar Business Combination, but Levy-specific related-party transactions are not disclosed .
- Nasdaq compliance note: CRTAF received a notice of non-compliance with Nasdaq’s Audit Committee Listing Rule on Nov 27, 2024 due to a vacancy; trading later moved to OTC Pink, which impacts governance environment and liquidity .
Expertise & Qualifications
- CPA; Wharton undergraduate; MBA from St. Joseph’s; frequent lecturer and author on accounting, finance, and governance; designated Audit Committee Financial Expert .
- Deep governance and financial reporting experience; prior CFO roles; audit/public accounting background .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % of Total Ordinary Shares |
|---|---|---|---|---|---|
| John F. Levy | 0 | 0.00% | 0 | 0.00% | 0.00% |
| Sponsor (reference for alignment context) | 4,750,000 | 77.89% | 700,000 | 70.00% | 76.78% |
- Shares pledged/hedged: Not disclosed for Levy .
- Ownership guidelines/compliance: Not disclosed .
Governance Assessment
-
Positive signals:
- Strong financial governance: Levy chairs the Audit Committee, is designated an audit committee financial expert, and committees explicitly oversee auditor independence, pre-approvals, compliance, complaints processes, and clawback considerations .
- Independence and executive sessions indicate robust board oversight practices .
-
Concerns for investor confidence:
- Sponsor control: Sponsor controls ~76.78% of voting power, enabling approval of business combinations and charter extensions without public shareholder support, increasing risk of misalignment with public holders .
- Director alignment: Levy shows no beneficial ownership, limiting “skin-in-the-game” alignment for this SPAC structure; while risk factors note independent directors may have founder share interests directly or via the Sponsor, company disclosures list no shares beneficially owned by Levy .
- Listing status and audit committee compliance: CRTAF securities delisted from Nasdaq and now trade OTC Pink; notice of audit committee non-compliance in Nov 2024 underscores governance fragility during transition and may impair market access/liquidity .
- Related-party financing dependence: Ongoing sponsor loans fund extensions and operations, creating potential conflicts around transaction timing and terms; Audit Committee must vigilantly oversee related-party payments .
RED FLAGS
- Sponsor supermajority voting control (~76.78%), enabling unilateral approval of major proposals/business combinations .
- Nasdaq delisting and move to OTC Pink, reducing liquidity and coverage; increased governance risk profile .
- Audit Committee non-compliance notice in Nov 2024 (vacancy), highlighting oversight resource constraints .
- Potential independent director founder-share interests noted in risk factors (generic), though Levy shows no beneficial ownership; still a structural risk in SPACs .
Compensation Committee Analysis
- Composition: Levy (member) and Rana Gujral (chair); both independent .
- Practices: Authority to retain independent compensation advisers; review CEO/executive pay, director remuneration, and clawback policy triggers per amended charter (Nov 30, 2023) .
- Pre-BC policy: No director compensation (other than reimbursements); possible finder’s/consulting fees at or after business combination, fully disclosed in transaction materials .
Insider Trades
| Filing Type | Date | Security | Quantity | Price | Notes |
|---|---|---|---|---|---|
| Not disclosed in company filings; no Form 4 data available for Levy. |
Notes
- Attendance: Board/committee attendance rates not disclosed .
- Severance/change-in-control, clawbacks: Director-specific severance terms not disclosed; clawback governance referenced in committee charters .
- Say-on-pay/peer group: Not applicable or disclosed for SPAC pre-business combination .
Overall, Levy brings credible audit and governance expertise as Audit Chair and financial expert. However, the SPAC’s sponsor-controlled voting, delisting to OTC Pink, and reliance on sponsor financing are structural governance risks that can weigh on investor confidence despite Levy’s independence and committee leadership .