Irakli Gilauri
About Irakli Gilauri
Irakli Gilauri (age 48) has served as an independent director of CSLM Acquisition Corp. since January 2022. He is Chairman and CEO of Georgia Capital PLC, formerly CEO of BGEO Group, and earlier CFO of Bank of Georgia and an EBRD banker. He holds a B.A. in Business Studies, Economics and Finance from the University of Limerick (1998) and an MSc in Banking & International Finance from Cass Business School under a Chevening Scholarship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BGEO Group | Chief Executive Officer | 2011–May 2018 | Led group; later Chairman of Bank of Georgia |
| Bank of Georgia | CFO; CEO; Chairman | CFO from 2004; CEO from May 2006; Chairman from Sept 2015 | Executive leadership across finance and operations |
| European Bank for Reconstruction and Development (EBRD) | Banker | Prior to 2004 | Transactional banking experience in emerging markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Capital PLC | Chairman & CEO | Current | Holding company leadership; fiduciary duties noted in CSLM filings |
| JSC Georgia Capital | Supervisory Board Member | Current | Oversight role |
| Georgia Healthcare Group PLC (now Georgia Healthcare Group Limited) | Director | From Aug 2015 | Healthcare governance exposure |
Board Governance
- Independence: The board determined that Irakli Gilauri is independent under Nasdaq and SEC standards .
- Committees:
- Audit Committee: Member and Chair; all members financially literate; audit committee financial expert designated as Peter Tropper .
- Compensation Committee: Not a member (members: Peter Tropper—Chair; Salman Alam) .
- Nominating & Corporate Governance Committee: Not a member (members: Salman Alam—Chair; Peter Tropper) .
- Board composition and control: Prior to the business combination, founder-shareholders elect all directors; public shareholders cannot appoint directors .
- Executive sessions: Independent directors have regularly scheduled meetings with only independent directors present .
- Attendance: Not disclosed in the 10-K or proxies reviewed.
Fixed Compensation
| Component | Amount/Detail | Notes |
|---|---|---|
| Cash fees (retainer/meeting/committee) | None disclosed; “None of our directors or officers have received any cash compensation for services rendered to us.” | SPAC administrative fee to sponsor ($10,000/month) waived |
| Equity (Founder Shares) | 50,000 founder shares transferred to Irakli Gilauri at original per-share purchase price (~$0.006) | Transfer occurred in Aug 2021 from sponsor |
| Perquisites | Reimbursement of out-of-pocket expenses for SPAC activities | Audit committee reviews related payments |
Performance Compensation
- No performance-based director compensation disclosed (no cash incentives, RSUs/PSUs, options, or performance metrics tied to director pay) .
- Therefore, no vesting schedules, performance targets, or clawbacks applicable to director compensation are disclosed.
Other Directorships & Interlocks
| Company/Entity | Relationship to CSLM | Potential Interlock/Conflict Consideration |
|---|---|---|
| Georgia Capital PLC; JSC Georgia Capital | External leadership/board roles | Fiduciary duties and corporate opportunity renunciation in CSLM’s charter may create potential prioritization conflicts |
Expertise & Qualifications
- Deep finance and banking expertise across emerging markets: executive leadership at Georgia Capital and BGEO Group; prior EBRD banker .
- Audit committee leadership and financial literacy designation for committee members; audit committee financial expert is Peter Tropper .
- Legal/governance exposure through board service in healthcare and holding companies .
Equity Ownership
| Holder | Shares Beneficially Owned | Approximate % of Class | Source |
|---|---|---|---|
| Irakli Gilauri | 50,000 | Less than 1% | DEF 14A Oct 2025; 10-K Apr 2025 |
| Lock-up/transfer restrictions | Insider/founder shares subject to post-combination lock-up and transfer limits | Initial shareholders agree to lock-ups and transfer restrictions | |
| Ownership alignment context | Initial shareholders collectively own ~83–84% of ordinary shares; control election of directors | Concentration impacts governance balance pre-combination |
Governance Assessment
- Strengths:
- Independent director with significant finance and emerging markets experience; chairs audit committee, enhancing oversight .
- No cash director compensation pre-combination reduces immediate pay-related conflict risk; equity grant is modest (50,000 shares, <1%) .
- Risks/RED FLAGS:
- High sponsor/initial shareholder concentration (~83–84%) controlling board appointments and key votes pre-combination, potentially limiting independent influence .
- Corporate opportunity renunciation and multiple external fiduciary duties (e.g., Georgia Capital) create structural conflicts; directors may present opportunities to other entities first .
- CSLM notes having one independent director residing outside the U.S. and does not anticipate he will be affiliated post-combination, indicating potential turnover of independent oversight (which may include Gilauri) .
- Founder shares subject to lock-up; while alignment exists, the small stake (<1%) limits financial alignment with public shareholders relative to sponsor holdings .
Overall implication: Gilauri adds audit oversight and international finance expertise, but sponsor control and charter-level conflict waivers reduce independent leverage pre-combination. Monitoring board composition post-business combination and any changes to committee leadership will be critical for assessing sustained governance quality .
Related-Party Exposure
- Founder share transfers to independent directors (including Gilauri) at original subscription price from sponsor; typical for SPACs but a related-party element to track .
- Working capital loans and trust account mechanics primarily sponsor-related; not specific to Gilauri, but indicative of sponsor influence over SPAC finance .
Notes on Missing Disclosures
- Meeting attendance rates, director-specific cash retainers or equity RSUs/PSUs, options, severance/COC provisions, clawbacks, hedging/pledging, say-on-pay outcomes, and detailed insider trades for Gilauri are not disclosed in the filings reviewed. Proxies focused on extension/redemption mechanics rather than director pay structures – .