Jarett Goldman
About Jarett Goldman
Jarett Goldman (age 38) serves as Chief Financial Officer of Constellation Acquisition Corp I (CSTAF) following the sponsor handover; he is an experienced investment professional with 17+ years in corporate finance, principal investing, and capital markets, and holds a B.S. from Cornell University and an MBA from Columbia Business School . He is also a director at Antarctica Capital and sits on the boards of Weddell Holdings and EarthDaily Constellation Group Inc., with prior roles at Citi in New York and Hong Kong focused on APAC issuer services; he signed the FY2024 Section 906 certification as CFO on April 1, 2025 . Notably, Goldman is one of three managers of Antarctica Endurance Manager, LLC, the general partner of CSTAF’s Sponsor, which controls ~99% of voting power post-redemptions; under the “rule of three,” he is not deemed a beneficial owner of Sponsor securities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GPAC | Chief Financial Officer | Jan 2023 – Jul 2024 | CFO of a SPAC; finance leadership |
| Citi (Issuer Services, APAC) | Vice President & Regional Product Head | Prior to Antarctica Capital (dates not disclosed) | Full P&L over 18 countries; oversight of strategy, product, structuring, marketing, operations, tech, and financial management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Antarctica Capital | Director | Current | Transaction execution, asset management, business development in digital infrastructure and real assets strategies |
| Weddell Holdings | Director | Current | Reinsurance; board service |
| EarthDaily Constellation Group Inc. | Director | Current | Geospatial/earth observation data analytics; board service |
| Antarctica Endurance Manager, LLC (G.P. of Sponsor) | Manager | Current | One of three managers controlling Sponsor actions; “rule of three” applies for beneficial ownership |
Board Governance
- Role: Officer (Chief Financial Officer), not a director. Independent directors are Heiko Faass, Nicole Schepanek, and Bob Stefanowski .
- Committees: Audit (members: Faass, Schepanek, Stefanowski; Chair: Stefanowski), Nominating (members: Faass, Schepanek, Stefanowski; Chair: Schepanek), Compensation (members: Faass, Schepanek, Stefanowski; Chair: Faass). Goldman is not listed as a committee member .
- Independence: As a current officer and manager of the Sponsor’s general partner, Goldman is not independent under typical exchange definitions; the board has determined the three committee members above are independent .
- Attendance/Engagement: Director meeting attendance rates for Goldman not applicable (not a director); no attendance figures disclosed for him .
Fixed Compensation
| Component | Recipient | Amount | Period | Notes |
|---|---|---|---|---|
| Cash compensation (salary/bonus) pre-Business Combination | Officers and directors (incl. Goldman) | $0 | Pre-Business Combination | Company states none paid prior to Business Combination |
| Special committee cash fee | Each independent director | $25,000 | 2023 | Paid for role on special committee to consider a potential Business Combination (Goldman is not an independent director) |
| Reimbursement to Sponsor (office/admin) | Sponsor | Up to $10,000 per month | Ongoing until Business Combination or liquidation | Reimbursement for office space and admin services; audit committee reviews quarterly |
No director fees/meeting fees/equity retainer disclosed for Goldman; no additional perquisites disclosed for him prior to Business Combination .
Performance Compensation
| Element | Grant Type | Performance Metrics | Vesting | Status |
|---|---|---|---|---|
| None disclosed for Goldman pre-Business Combination | — | — | — | The company indicates no compensation (cash or equity) paid to officers/directors prior to Business Combination |
No RSUs/PSUs/options or performance metric frameworks (TSR, EBITDA, revenue, ESG) are disclosed for Goldman in CSTAF filings prior to Business Combination .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Potential Conflict Consideration |
|---|---|---|---|
| Antarctica Capital | Director | Sponsor affiliates control CSTAF’s Sponsor; Goldman is a director at Antarctica Capital | Fiduciary obligations to other entities; corporate opportunity renouncement may lead to co-investments/transactions with affiliated entities |
| Weddell Holdings | Director | Affiliation via Antarctica Capital ecosystem | Possible related-party exposure if combined company engages with Weddell or affiliates; audit committee must review payments to insiders/affiliates |
| EarthDaily Constellation Group Inc. | Director | Affiliation via Antarctica Capital ecosystem | Similar considerations on co-investment and transaction review processes |
Expertise & Qualifications
- Corporate finance, principal investing, and capital markets expertise; recent focus on digital, transportation, and space infrastructure .
- Leadership roles across SPAC operations (CFO), investment firm directorship, and APAC issuer services at Citi with broad operational oversight .
- Education: B.S. in Policy Analysis and Management and Mandarin Chinese (Cornell); MBA (Columbia Business School) .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares Beneficially Owned | % of Class B | Voting Control Approx. % |
|---|---|---|---|---|---|
| Jarett Goldman | None reported (—) | — | None reported (—) | — | — |
- Sponsor ownership context: Constellation Sponsor LP owns 7,600,000 Class A (99.16%) and 150,000 Class B (100%), ~99.18% voting control as of April 1, 2025; under the “rule of three,” Goldman, as one of three managers of the Sponsor’s general partner, is not deemed a beneficial owner of Sponsor-held securities .
- Pledging/Hedging: No disclosures of Goldman pledging or hedging CSTAF stock in the filings reviewed .
Insider Trades
| Insider | Form 4 Transactions | Period | Notes |
|---|---|---|---|
| Jarett Goldman | None disclosed in CSTAF’s DEF 14A/10-K; beneficial ownership shows no personal holdings | 2024–2025 | No Form 4 activity identified within CSTAF filings reviewed; Goldman not shown with beneficial share ownership |
Governance Assessment
-
Strengths
- Deep finance and capital markets background; SPAC CFO experience and APAC issuer services operating expertise across 18 countries .
- Familiarity with sponsor ecosystem and potential target sectors (digital and space infrastructure), potentially accelerating deal execution and diligence .
-
Risks and RED FLAGS
- Sponsor control is extreme (approx. 99% voting); Goldman is one of three managers of Sponsor’s GP—while not a beneficial owner under “rule of three,” influence and interlocks raise conflict-of-interest risk for public shareholders .
- Corporate opportunity renouncement: CSTAF’s articles allow officers/directors to engage in similar businesses and renounce corporate opportunities to other obligated entities; CSTAF may co-invest with affiliated entities—heightened related-party/transaction review risk .
- Compensation opacity: No individual officer compensation structure disclosed pre-Business Combination (no salary/bonus/equity), and post-combination compensation to be determined later; limited visibility into pay-for-performance alignment for Goldman at CSTAF stage .
- Reimbursements to Sponsor ($10,000/month) and broad allowance for reimbursement of out-of-pocket expenses to officers/directors require robust audit committee oversight to mitigate related-party concerns .
-
Signals for investors
- Governance committees are fully independent and chaired by independent directors (Audit: Stefanowski; Nominating: Schepanek; Compensation: Faass), which is positive, but Goldman’s officer/sponsor roles underscore the need for strict adherence to committee charters and recusal protocols on affiliate transactions .
- Absence of director role/committee membership for Goldman at CSTAF reduces direct board governance influence but increases focus on his officer capacity and sponsor ecosystem ties .
Note: The user referred to Goldman as an “independent director,” but CSTAF filings show he is the Chief Financial Officer (officer), not an independent director; independent directors are Heiko Faass, Nicole Schepanek, and Bob Stefanowski .