Heiko Faass
About Heiko Faass
Heiko Faass is an experienced entrepreneur, advisor, and private investor with 20+ years across principal investing, turnarounds/special situations, capital markets, and corporate management; he is a member of the CFA Institute and CFA Society of Miami and is fluent in German, English, and Spanish . He was appointed to Constellation’s (CSTAF) Board on February 28, 2023 as a Class II director; Class II terms expire at the company’s second annual general meeting . The Board identifies Faass as an independent director under OTCQX/OTCQB and applicable SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ferrer Faass & Co., LLC | Chief Executive Officer | Since Nov 2014 (ongoing) | Corporate advisory and private equity fund manager; principal investing and special situations focus |
| Latin Media House, LLC | Chief Executive Officer (strategic management) | Since Nov 2015 (ongoing) | Oversight of a leading Latino publisher (print/online) |
| Health luxury resort JV (hotel + residential) | Chief Executive Officer | 2008–2012 | Led $400M development planning, capital raising, execution |
| M&A Boutique Firm (Frankfurt) | Co‑founder and Manager | 2001–2005 | Deal generation and operations leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ferrer Faass & Co., LLC | CEO | Current | Corporate advisory and PE fund manager |
| Latin Media House, LLC | CEO (strategic management) | Current | Media publisher (Spanish/English) |
Board Governance
- Committee assignments: Audit Committee member (Chair: Bob Stefanowski); Compensation Committee Chair; Nominating Committee member (Chair: Nicole Schepanek) .
- Independence: The Board deems Faass independent; the audit, compensation, and nominating committees are composed of independent directors .
- Financial expertise: Each audit committee member, including Faass, is financially literate and qualifies as an “audit committee financial expert” under SEC rules .
- Board structure: Classified board; Faass is Class II, with term expiring at the second annual general meeting .
- Executive sessions: Independent directors hold regularly scheduled meetings with only independent directors present .
- Indemnification/D&O: Company maintains director/officer indemnification and liability insurance; new directors executed standard indemnity agreements and joined the insider letter agreement upon appointment .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Cash retainer/fees | $0 (no director compensation) | As disclosed at appointment (Feb 28, 2023) | “Will not be compensated by the Company for their services as a director” |
| Committee fees | Not disclosed | — | No additional disclosure in proxy or 10‑K; appointment 8‑K states no director compensation |
| Benefits/Perqs | Not disclosed | — | — |
Performance Compensation
- Equity awards (RSUs/PSUs), options, performance metrics, vesting schedules, and cash bonuses: Not disclosed for non‑employee directors; company stated directors would not be compensated for board service at time of appointment .
Note: Founder/Class B holdings (see Equity Ownership) represent sponsor/insider alignment and potential incentives but are not structured as annual director compensation awards .
Other Directorships & Interlocks
- Other current public company directorships or committee roles: Not disclosed in CSTAF filings reviewed .
Expertise & Qualifications
- Expertise: Principal investing, turnarounds/special situations, capital markets, corporate management; multilingual (German/English/Spanish); CFA Institute and CFA Society of Miami member .
- Audit committee financial expert designation under SEC rules via Board determination .
Equity Ownership
| Holder | Class B Shares Beneficially Owned | % of Class B | Class A Shares | Voting/Notes |
|---|---|---|---|---|
| Heiko Faass | 38,750 | 25.83% | — | As of Jan 10, 2025 (table reference shows 10,117,684 Ordinary Shares outstanding; table excludes sponsor PP warrants not exercisable within 60 days) |
| Shares Outstanding (reference) | 150,000 Class B; 9,967,684 Class A | — | 9,967,684 | Total Ordinary Shares outstanding: 10,117,684 (as of stated date in proxy) |
- Sponsor ownership context: Constellation Sponsor LP held 7,600,000 Class A and 33,750 Class B; approximate voting control 75.45% for Class A as shown in table (excludes PP warrants not exercisable within 60 days) .
- Directors as a group (6 individuals): 116,250 Class B (38,750 each for Schepanek, Faass, Stefanowski) .
- Pledging/hedging: No pledging/hedging disclosures identified in reviewed sections .
Governance Assessment
-
Positive indicators
- Independent director with finance and investing depth; designated as audit committee financial expert; chairs Compensation Committee, suggesting governance trust in pay oversight .
- Independent-only executive sessions enhance oversight of management/sponsor actions .
-
Alignment and incentives
- Direct beneficial ownership of 38,750 founder (Class B) shares aligns Faass with completion of a Business Combination; founder/Class B convert to Class A at combination, creating upside leverage relative to public shareholders .
-
RED FLAGS / Risk indicators
- Sponsor/insider incentives: Initial shareholders (including sponsor and certain officers/directors who are members of the sponsor) could realize substantial profits upon a Business Combination even if public shares have declined; conversely, sponsor/insiders lose entire investment if no combination by the deadline (creating pressure to transact) .
- High sponsor control: Sponsor held ~75.45% voting control of Class A in the table, and has nomination rights for three board seats post‑combination while it holds covered securities, concentrating influence .
- Structural conflicts common to SPACs: Initial shareholders agreed not to redeem and to waive liquidation distributions on non‑public shares; sponsor indemnifies to maintain trust value per share under certain conditions—both highlight divergence from public holders’ economics and potential conflicts in deal timing/terms .
-
Process controls
- Audit Committee reviews related‑party payments to officers/directors/affiliates; interested directors must abstain—this is a mitigating governance control .
- Standard indemnity agreements and insider letter agreement joinders executed at appointment; D&O liability insurance maintained .
Overall: Faass brings credible finance/investing expertise and leads compensation oversight, but founder share ownership and sponsor control create classic SPAC‑specific incentive misalignment risks that investors should weigh during any combination process .