Nicole Schepanek
About Nicole Schepanek
Independent director since 2023; currently Class II director with term expiring at the second annual general meeting . Background spans risk management, strategic finance, and M&A across global insurers and banks; INSEAD Corporate Governance certificate (2022) and a Master’s in Mathematics with minors in economics and statistics (1998) . Designated “audit committee financial expert” and financially literate by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Swiss Re | Head of Risk & Data Services; Managing Director | 2024–present | Senior P&L/risk oversight in global reinsurance; relevant to audit/risk governance |
| Aureus Capital | Managing Partner; Co‑founder | 2021–present | PE investing in B2B financial services; governance exposure |
| Boston Consulting Group (NYC) | Managing Director & Partner | 2018–2021 | Strategy, capital management, digital innovation for Tier I insurers/banks |
| Aureus Advisory | Founder | 2010–2018 | Consulting boutique (traditional + digital advisory) across EU/US finance |
| SPQR Capital (London) | Head of Financial Institutions & Compliance | 2008–2010 | PE investor; FI compliance leadership |
| Bank of America (London) | VP, EMEA Financial Institutions Group | 2007–2008 | Coverage of EMEA financials |
| Oliver Wyman | Principal, Risk Mgmt & Insurance; Financial Services | 1998–2003; 2005–2007 | Global Insurance/Risk leadership roles |
| McKinsey & Company | Risk Mgmt & Insurance | ~1 year between Oliver Wyman stints | Strategy/risk projects |
External Roles
| Organization | Role | Notes |
|---|---|---|
| AlphaQs | Supervisory Board Member | Non‑US; board exposure |
| Autistica (UK) | Chair, Development Board | Non‑profit; stakeholder engagement |
| Swiss Insurtech Hub | Audit Committee Chair | Sector network; audit oversight |
Board Governance
- Committees: Audit (member; financial expert), Nominating (Chair), Compensation (member) .
- Independence: Determined independent under OTCQX/OTCQB standards; independent directors hold regular meetings (executive sessions) .
- Director class/tenure: Class II; term expires at second AGM; sponsor holds removal/fill rights pre‑de‑SPAC .
- Compensation committee charter includes clawback administration and authority to retain independent advisors; all comp committee members are independent .
Fixed Compensation
| Component | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Annual cash retainer (board) | Not disclosed (none indicated) | Not disclosed (none indicated) | Company states no cash to directors prior to business combination, except special committee fees |
| Committee chair/member fees | Not disclosed | Not disclosed | |
| Special committee fee | $25,000 (paid to each independent director) | — | One‑time fee for potential business combination review |
| Meeting fees | Not disclosed | Not disclosed | |
| Expense reimbursement | Allowed; audit committee reviews quarterly | Allowed; audit committee reviews quarterly | Reimbursement only; no cap stated |
Performance Compensation
| Instrument | Grant Date | Shares/Units | Terms/Performance Metrics |
|---|---|---|---|
| RSUs/PSUs | — | — | No equity awards disclosed to directors prior to business combination |
| Options | — | — | None disclosed |
Clawback governance exists via the compensation committee’s charter; specific triggers/metrics not detailed in public filings .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Swiss Re | Yes (Swiss) | Managing Director | Executive role at global insurer; if CSTAF targets insurance/insurtech, fiduciary duties to Swiss Re could require opportunity routing elsewhere first |
| AlphaQs | Not specified | Supervisory Board | Limited disclosure on business overlap |
| Swiss Insurtech Hub | No (industry association) | Audit Committee Chair | Sector overlap; not a commercial counterparty |
Expertise & Qualifications
- Financial expertise: Board designated audit committee financial expert; financially literate .
- Domain skills: Strategic finance, risk/capital management, digital innovation, Tier I bank/insurance M&A; governance training (INSEAD) .
- Committee leadership: Chair of nominating committee; audit oversight experience externally .
Equity Ownership
| Holder | Class A Shares | Class B (Founder) Shares | % of Class B | Voting Control |
|---|---|---|---|---|
| Nicole Schepanek | — | 38,750 | 25.8% | <1% overall (“*” in filing) |
Founder share history: each independent director initially received 43,125 founder shares (Jan 2021), then forfeited 4,375 (Mar 2021), leaving 38,750; founder shares are subject to transfer/lock‑up limitations and convert to Class A at de‑SPAC, creating incentive alignment with consummation .
Insider Trades
| Date | Form 4 Transaction | Security | Quantity | Price |
|---|---|---|---|---|
| — | No insider trading transactions for Nicole disclosed in FY 2024 10‑K/2025 proxy materials | — | — | — |
Reviewed FY 2024 10‑K and Jan 10, 2025 DEF 14A; no Form 4 details provided in these filings .
Governance Assessment
- Strengths: Independent status; deep risk/finance expertise; designated audit financial expert; chairs nominating committee—positive for board refresh and governance standards .
- Alignment: Holds founder shares (38,750), creating upside contingent on completing a business combination, aligning with sponsor’s objective to de‑SPAC .
- RED FLAGS/Watch‑items:
- Founder share incentives may bias toward deal completion over deal quality—common SPAC governance concern .
- Sponsor control/float: Initial shareholders (incl. sponsor) owned ~99.16% post‑Jan 27, 2025 redemptions; public float extremely limited (64,302 Class A), weakening external accountability and raising governance risk until de‑SPAC .
- Multiple fiduciary duties: Directors must route certain opportunities to other obligated entities first, potentially constraining CSTAF pipeline; disclosed conflict policy allows affiliates; fairness opinions required if affiliate deal pursued .
- Going‑concern/liquidity risk: Working capital deficit and trust balance fell to ~$0.78M post‑redemptions; heightened execution pressure on board .
Independence and engagement: Independent directors meet separately; specific attendance rates not disclosed .
Compensation governance: Comp committee independence and clawback authority are positives; no director cash comp except one‑off special committee fee; reimbursements monitored quarterly by audit committee .
Notes on Related‑Party Exposure
- Sponsor and affiliates purchased private placement warrants ($8.2M); office/admin services reimbursed at up to $10,000/month to sponsor; directors may be reimbursed for out‑of‑pocket expenses with quarterly audit committee review—no cap on reimbursements .
- Independent directors received founder shares; restricted from transfer and convert at de‑SPAC; creates economic exposure to transaction completion .
Appendix: Committee Assignments
| Committee | Members | Chair | Key Responsibilities |
|---|---|---|---|
| Audit | Heiko Faass; Nicole Schepanek; Bob Stefanowski | Bob Stefanowski | Auditor oversight; independence; IPO terms compliance; related‑party payment reviews |
| Nominating | Heiko Faass; Nicole Schepanek; Bob Stefanowski | Nicole Schepanek | Board nominee selection; skills/experience mix |
| Compensation | Heiko Faass; Nicole Schepanek; Bob Stefanowski | Heiko Faass | Exec comp policies; incentives; clawback administration; advisor independence |
All three are deemed independent under OTC rules and applicable SEC rules .