Bob Stefanowski
About Bob Stefanowski
Bob Stefanowski (age 62) is an independent director of Constellation Acquisition Corp I (CSTAF) since 2023. He is a former CPA, CFA, and CFE with 30+ years in finance, turnarounds, strategy, board governance and regulatory compliance. Education includes a BS in Accounting from Fairfield University and an MBA from Cornell University .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| DFC Global (Lone Star PE-owned) | President & CEO | Prior to CSTAF; led consumer lender | Turnaround leadership |
| UBS Investment Bank (London) | CFO | Senior role; headquartered in London | Risk/controls, financial oversight |
| 3i Group (FTSE co.) | Ran US Operations | Senior leadership in PE | US strategy, investment execution |
| General Electric (GE Corporate Finance Europe) | CEO; GE Company Officer | Appointed a GE Company Officer in April 2006; led multiple GE bank boards (e.g., GE Heller Bank AG, GE Corporate Finance Bank, GE Artesia Bank NV) | Board chair/member; governance in multiple jurisdictions |
| PricewaterhouseCoopers (Hartford, CT) | Senior Accountant | Early career | Audit and accounting |
| Brink’s Incorporated | Managing Director, M&A | Early career | Transactions; corporate development |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Lolo Consulting | Founder | Ongoing consulting (listed in conflicts table) |
| Author | Books on M&A | “Making M&A Deals Happen” (Feb 2007); “Material Adverse Change” (Sep 2017) |
Board Governance
- Independence: Determined independent under OTCQX/OTCQB standards; independent directors meet in regular executive sessions (independents only) .
- Committee assignments: Audit Committee (Chair; financial expert); Nominating Committee (member); Compensation Committee (member) .
- Years of service: Director since 2023 .
- Lead roles: Audit Committee chair; all audit members (including Stefanowski) deemed financially literate and audit committee financial experts .
- Policies: Company adopted Clawback Policy under SEC Rule 10D (applies to certain executive compensation on restatement) .
Fixed Compensation
| Component | 2023 | 2024 | 2025 YTD |
|---|---|---|---|
| Annual retainer (cash) | Not disclosed; company states no director cash pay pre-Business Combination except special committee fee | Not disclosed; same policy in effect | Not disclosed; same policy in effect |
| Special committee fee | $25,000 (paid to each independent director for 2023 special committee) | — | — |
| Office/support fee (Sponsor reimbursement) | Company pays up to $10,000/month to Sponsor for admin services (not director compensation) | $10,000/month (reimb.; not director pay) | $10,000/month (reimb.; not director pay) |
The company’s filings state no finders/consulting fees to directors prior to completion of a Business Combination; only out-of-pocket reimbursements are permitted .
Performance Compensation
- No director equity grants, options, PSUs/RSUs or performance-based pay disclosed. The company indicates directors may be paid after a Business Combination, subject to future board determination; no current performance metrics or awards disclosed .
- Clawback policy targets executive compensation on restatements; no director incentive structures are specified .
Other Directorships & Interlocks
| Company/Entity | Role/Committee | Interlock/Notes |
|---|---|---|
| Multiple GE banking entities | Chair/Board Member | GE Heller Bank AG (Chair), GE Corporate Finance Bank (London), GE Business Finance (Milan), GE Artesia Bank NV (Amsterdam), Board Member of GE Facto France and BPH Bank (Warsaw) |
| None current public company boards disclosed | — | No current public interlocks disclosed in filings |
Expertise & Qualifications
- Technical credentials: CPA, CFA, CFE (former) .
- Financial controls and audit: Audit committee “financial expert”; extensive CFO experience at UBS; GE company officer leadership; cross-border governance .
- M&A and strategy: Authored two books on M&A; led turnarounds and PE operations .
Equity Ownership
| Holder | As of Jan 10, 2025 | As of Apr 1, 2025 |
|---|---|---|
| Bob Stefanowski – Class B Ordinary Shares | 38,750 (approx. 25.83% of Class B; less than 1% overall) | 38,750 (approx. 25.8% of Class B; less than 1% overall) |
| Pledged/Hedged | Not disclosed | Not disclosed |
| Lock-up/Conversion | Founder shares automatically convert to Class A at Business Combination; subject to lock-up restrictions (earliest of 1 year post-combination or price/transaction triggers) | Same |
Company-wide ownership context: After January 27, 2025 redemptions, initial shareholders owned ~99.16% of outstanding ordinary shares; Sponsor holds 7,600,000 Class A and 150,000 Class B shares .
Governance Assessment
-
Positives:
- Audit Committee chaired by an experienced financial executive; all members deemed audit “financial experts,” enhancing oversight of controls, reporting, and auditor independence .
- Adoption of SEC-compliant Clawback Policy for executive compensation recovery on restatements signals alignment with investor protection norms .
- Independent director classification and regular executive sessions for independents support board independence .
-
Concerns / RED FLAGS:
- Founder-share ownership by independent directors (including Stefanowski) can create perceived conflicts in SPAC contexts, where initial holders benefit disproportionately upon business combination; lock-ups apply but alignment risk remains .
- Sponsor/initial shareholders control voting power (post-redemptions ~99.16%), enabling approval of proposals without public shareholder support; public float is minimal, reducing minority influence and liquidity .
- Extensive related-party financing and administrative reimbursements to Sponsor (extension notes, working capital loans, monthly admin fee) raise dependency and potential conflict; while common in SPACs, investors should monitor terms and conversion features .
- Listing migration to OTCQX/OTCQB (and Class A moving to OTC Pink in March 2025) adds market quality risk; potential delisting risk noted in filings and proxy; reduced liquidity may impair investor confidence .
-
Attendance/Engagement:
- No director-specific attendance rates disclosed. Independent directors meet separately; committee responsibilities are detailed, but individual attendance metrics are not provided .
-
Independence:
- Filings affirm independence under OTC standards; however, founder shares and Sponsor-controlled governance (including future right to nominate three directors post-combination) can dilute practical independence in transaction decisions .
Overall, Stefanowski’s audit leadership and financial credentials support board effectiveness; governance risks are primarily structural to CSTAF’s SPAC status (Sponsor control, founder economics, OTC listing transitions), not individual shortcomings .
Notes on Related-Party Exposure
- Sponsor loans (Extension Note, 2023 Note, 2024 Note) and potential conversion to warrants; repayment only from funds outside the Trust Account if no business combination .
- Deferred underwriting fee obligation of $10.85 million contingent on business combination completion .
- No director finder/consulting fees before business combination; out-of-pocket reimbursements reviewed quarterly by Audit Committee .
Director Compensation Summary (CSTAF context)
| Metric | 2023 | 2024 | 2025 YTD |
|---|---|---|---|
| Cash paid to independent director (special committee) | $25,000 | Not disclosed | Not disclosed |
| Equity awards (RSU/PSU/Options) | Not disclosed | Not disclosed | Not disclosed |
Company states that after a business combination, directors may be paid consulting/management fees, to be later determined and disclosed; no pre-combination director incentive awards disclosed .
Committee Structure (current)
- Audit Committee: Chair Bob Stefanowski; members Heiko Faass, Nicole Schepanek; all independent; all “financial experts” .
- Nominating Committee: Members Heiko Faass, Nicole Schepanek (Chair), Bob Stefanowski .
- Compensation Committee: Members Heiko Faass (Chair), Nicole Schepanek, Bob Stefanowski .