Charles Cassel
About Charles Cassel
Charles Cassel, age 61, is Director, Chief Executive Officer, and Chief Financial Officer of CSLM Acquisition Corp (CSLMF); he has served as Director since April 13, 2021 and as CEO/CFO since July 20, 2021 . He holds a B.A. in Economics from Washington & Lee University, a Master of Accounting from Nova Southeastern University, and is a CFA charterholder . Under his leadership, CSLM executed a merger agreement with Fusemachines and managed multiple extension processes while migrating the stock from Nasdaq to OTC in January 2025 . Public shares traded at $11.80 on June 18, 2025 and $14.00 on October 3, 2025, while estimated trust per-share redemption rose from ~$12.06 to ~$13.64 over the same period, framing TSR and capital preservation in a SPAC context .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Panache Beverages, Inc. | Director | 2014–2017 | Governance and oversight during growth phase |
| Standard Asset Management | Head of Emerging Markets Portfolio Management | — | Led EM portfolio management; risk and strategy |
| Americas Trust Bank | Emerging Market debt portfolio manager | — | Managed EM debt book |
| Banco Cafetero (US subsidiary) | Chief Financial Officer | — | Ran international treasury book; financial leadership |
| Bank Atlantic | Portfolio Manager, mortgage-backed securities | — | Structured and managed MBS portfolios |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CSLM Investment Management / Consilium Investment Management (CIM) | Co‑Founder; CEO; Chief Compliance Officer; risk management lead | — | Built investment platform; runs non-equity operations and compliance |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash salary (CEO/CFO) | $0 (no cash compensation to officers/directors) | $0 (no cash compensation to officers/directors) |
| Administrative services fee ($10,000/month) | Waived; $240,000 waiver reflected in cash flow presentation | Waived; $120,000 waiver reflected in cash flow presentation |
| Cash bonus | Not paid | Not paid |
Performance Compensation
| Incentive type | Metric linkage | Weighting | Target | Actual | Payout | Vesting terms |
|---|---|---|---|---|---|---|
| Performance cash/stock awards | None disclosed for CEO/CFO or directors | — | — | — | — | — |
No discretionary cash bonuses, RSUs, PSUs, or option awards are disclosed for executive officers; the SPAC structure relies on sponsor/founder equity rather than salary/bonus pay .
Equity Ownership & Alignment
| Holder | Shares | % of class | Record date |
|---|---|---|---|
| Charles Cassel (beneficial, via shared control of sponsor) | 4,593,750 | 75.1% | June 9, 2025 |
| Consilium Acquisition Sponsor I, LLC (Sponsor) | 4,593,750 | 75.1% | June 9, 2025 |
| Charles Cassel (beneficial, via shared control of sponsor) | 4,593,750 | 83% | September 26, 2025 |
| Consilium Acquisition Sponsor I, LLC (Sponsor) | 4,593,750 | 84% | September 26, 2025 |
- Founder/sponsor shares are subject to lock-up: generally six months post business combination, with earlier release if certain price or transaction conditions are met .
- Initial shareholders (including sponsor and officers/directors) have waived rights to liquidating distributions on insider/founder shares, strengthening alignment to complete a deal rather than liquidate .
- Insiders may purchase public shares in the market and vote them for extensions/combination; sponsor indicated it will fund semi-monthly extension contributions (lesser of $0.02 per non‑redeemed share or $15,000) as loans repayable at closing, further evidencing intent to transact .
Employment Terms
| Term | Detail |
|---|---|
| Appointment dates | Director since April 13, 2021; CEO/CFO since July 20, 2021 |
| Employment agreement | Not disclosed; indemnity agreements on file |
| Severance/change-of-control | Company states it is “not party to any agreements” providing termination benefits for directors/officers |
| Non-compete/Corporate opportunity | Articles renounce corporate opportunities to the fullest extent permitted; directors may have conflicts due to other fiduciary obligations; indemnification provided to maximum extent |
| Clawback policy | Clawback Policy filed as Exhibit 97.1 |
Performance & Track Record
| Metric | June 2025 | October 2025 |
|---|---|---|
| Public share closing price | $11.80 (June 18, 2025) | $14.00 (Oct 3, 2025) |
| Estimated trust per‑share redemption | ~$12.06 (June 20, 2025) | ~$13.64 (Oct 3, 2025) |
| Shares outstanding (Class A) | 6,116,436 (Record date June 9, 2025) | 5,645,704 (Record date Sept 26, 2025) |
| Exchange status | Received Nasdaq delisting notice Jan 15; trading moved to OTC Jan 22 | Continued OTC trading (“CSLMF”) |
Key execution steps under Cassel:
- Merger Agreement with Fusemachines (Jan 22, 2024), amended Aug 27, 2024 and Feb 4, 2025; PIPE contemplated; domestication to Delaware prior to closing .
- Multiple extension proposals and trust amendments approved or proposed in 2025, with sponsor funding semi‑monthly contributions to extend the combination period .
Board Governance
- Roles: Cassel serves as CEO and CFO; proxy letters in June and October 2025 list Cassel as CEO and Chairman, indicating a combined chair/CEO role in those materials . The April 11, 2025 10‑K lists Jonathan Binder as Chairman at that time, suggesting subsequent governance changes reflected in later proxies .
- Independence: Board identified three independent directors (Gilauri, Tropper, Alam) under Nasdaq and SEC standards .
- Committees:
- Audit Committee: Gilauri (Chair), Tropper, Alam; Tropper deemed “financial expert” .
- Compensation Committee: Tropper (Chair), Alam .
- Nominating & Corporate Governance: Alam (Chair), Tropper .
- Initial shareholders hold a controlling block and can elect all directors prior to the business combination, limiting public shareholder influence .
Director Compensation
| Component | Detail |
|---|---|
| Cash retainers/meeting fees | None; no cash compensation to directors |
| Equity | Independent directors each received 50,000 founder shares at original purchase price (transfer in Aug 2021) |
| Ownership guidelines | Not disclosed |
| Attendance | Not disclosed |
Related Party Transactions and Financing
- Sponsor/private warrants: 7,942,500 private placement warrants at $1.00; expire worthless if no business combination .
- Working capital notes: Promissory notes increased over time, most recently up to $3,000,000 with partial conversion feature into Class A shares at $4.00 upon business combination; interest accrues; repayment contingent on closing .
- Underwriter waiver: BTIG waived $6,641,250 deferred underwriting fee in exchange for 426,000 Class A shares upon closing (must be registered or fee reinstated) .
- Sponsor extension contributions: Semi-monthly loans (lesser of $0.02 per non‑redeemed share or $15,000) to fund extensions; repayable at closing, forgiven if no deal (except funds outside trust) .
Risk Indicators & Red Flags
- Delisting to OTC and reliance on extensions to complete the business combination .
- Going concern language citing substantial doubt absent financing/transaction completion .
- CFIUS and Investment Company Act risks disclosed; potential for mandatory filings and liquidation if delays persist .
- High insider control; initial shareholders waived liquidation on founder shares, creating strong incentives to consummate a deal .
- Legal proceedings: None material currently disclosed .
Compensation Structure Analysis
- Cash vs equity mix: Entirely equity/sponsor economics; no salary/bonus paid to officers/directors, administrative fees waived, with incentives concentrated in founder shares and private warrants .
- At‑risk pay: Founder shares are locked up and worthless upon liquidation; sponsor loans for extensions only repaid on closing, reinforcing “deal completion” incentives .
- Modifications/repricing: Not disclosed for any equity awards; BTIG fee waived in exchange for equity at closing is dilutive but arms‑length disclosed .
Compensation & Incentives (Disclosure Items)
| Item | Status |
|---|---|
| Base salary, target/actual bonus | Not paid; not disclosed |
| RSUs/PSUs; options | Not disclosed for executives/directors |
| Vesting schedules | Founder/sponsor lock‑up described; release conditions post‑combination |
| Severance and change‑of‑control | No agreements providing termination benefits disclosed |
| Clawback | Policy filed (Exhibit 97.1) |
| Perquisites | Administrative services agreement ($10k/month) waived by sponsor |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay votes not applicable for a SPAC of this profile; no such disclosures in 2025 proxies or 2024 10‑K .
Expertise & Qualifications
- Economics and accounting degrees; CFA charterholder; extensive EM portfolio management, treasury, and MBS experience; led investment operations and compliance at CIM .
Work History & Career Trajectory
| Organization | Role | Tenure (disclosed) | Notes |
|---|---|---|---|
| CSLM Acquisition Corp | Director; CEO; CFO | Since 2021 | Principal executive, financial, accounting officer |
| CIM / CSLM Investment Management | Co‑Founder; CEO; CCO | — | Risk management leader |
| Panache Beverages, Inc. | Director | 2014–2017 | Board service |
| Standard Asset Management | Head of EM Portfolio Mgmt | — | EM strategy leadership |
| Americas Trust Bank | EM debt portfolio manager | — | EM debt oversight |
| Banco Cafetero (US subs.) | CFO | — | International treasury |
| Bank Atlantic | MBS Portfolio Manager | — | Fixed income portfolio |
Compensation Committee Analysis
- Composition: Independent directors (Tropper—Chair, Alam); authority to retain independent consultants and counsel, with independence checks per Nasdaq/SEC; no consultant use disclosed .
Investment Implications
- Alignment: No salaried comp; insiders’ economics are primarily founder shares and warrants that become worthless if liquidated, plus sponsor extension loans repayable only upon a deal, creating a strong incentive to close any transaction versus liquidate .
- Governance risk: Combined CEO/Chair role in 2025 proxy materials and heavy insider control (75–84% beneficial ownership) heighten independence concerns and may reduce public shareholder influence pre‑combination .
- Dilution/structure: Underwriter share grant at close (426k), working capital note conversion at $4, and PIPE mechanics imply meaningful potential dilution upon transaction close; investors should model post‑merger share count carefully .
- Execution risk: OTC migration, going concern language, and regulatory risks (CFIUS, Investment Company Act) increase uncertainty and timing risk for completion, which can pressure trust value and raise redemption/dilution dynamics .