Kevin Vassily
About Kevin Vassily
Kevin D. Vassily (age 58) is an independent director of Denali Capital Acquisition Corp. (DECA) and Chair of the Audit Committee; he has served on the board since April 2022 and is designated the board’s “audit committee financial expert.” He holds a B.A. from Denison University and an MBA from Dartmouth College (Tuck School of Business) and is currently CFO and a director of iPower Inc. (Nasdaq: IPW) alongside multiple public company directorships in SPACs/EV, with a career spanning equity research leadership and fintech/data advisory roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| iPower Inc. (Nasdaq: IPW) | Chief Financial Officer; Director | CFO since Jan 2021; Director since Mar 2021 | Public company finance leadership |
| Facteus | VP, Market Development | 2019–Jan 2021 | Fintech/data for asset management |
| Woodseer | Advisor | 2019–2020 | Dividend forecasting fintech advisor |
| Go Capture | Advisor | 2018–2020 (through acquisition) | Strategy/product BD for “Data-as-a-Service” platform |
| KeyBanc Capital Markets | Associate Director of Research | 2015–2018 | Co-managed technology research vertical |
| Pacific Epoch | Director of Research | 2010–2014 | Led product overhaul, data-first research model |
| Pacific Crest Securities | Asia Tech BD Rep & Senior Analyst | 2007–2010 | Established Asia tech coverage presence |
| Susquehanna International Group | Senior Research Analyst (Semis) | 2003–2006 | Semiconductor & related tech coverage |
| Thomas Weisel Partners | VP & Senior Research Analyst (Semi Cap Equip) | 2001–2003 | Sell-side research and models |
| Lehman Brothers | Research Associate (Semis) | 1998 (career start) | Semiconductor industry associate |
External Roles
| Company | Role | Notes |
|---|---|---|
| Thunder Power Holdings, Inc. (Nasdaq: AIEV) | Independent Director | Formerly Feutune Light Acquisition Corp.; de-SPAC completed June 21, 2024; currently AIEV |
| Aimfinity Investment Corp. I | Independent Director | SPAC incorporated July 2021 |
| Zhongchao Inc. | Director | Since Nov 2019; healthcare education services (China) |
| Prometheus Fund (Shanghai) | Advisor | Since July 2018; “green” economy PE/merchant bank |
Board Governance
- Board/Committees: DECA has one standing committee—the Audit Committee. Members: Huifeng Chang, Jim Mao, and Kevin D. Vassily (Chair). The board determined each member is independent; Vassily is the audit committee financial expert .
- Independence: The board classifies Vassily as an independent director under Nasdaq and SEC rules; independent directors hold scheduled sessions without management .
- Appointment rights pre‑combination: Prior to any initial business combination, holders of Class B (founder) shares appoint all directors; public Class A holders do not vote on director appointments pre‑combination .
| Governance Attribute | Status | Source |
|---|---|---|
| Committee memberships | Audit Committee (Chair) | |
| Financial expert designation | Yes (SEC “audit committee financial expert”) | |
| Director independence | Independent (Nasdaq/SEC) | |
| Board size (current proxy) | 4 directors | |
| Pre‑combination director appointment | Class B holders appoint directors | |
| Independent sessions | Independent directors have scheduled meetings | |
| Attendance disclosure | Not specified in proxy |
Fixed Compensation
| Component | Amount/Structure | Notes/Source |
|---|---|---|
| Annual retainer (cash) | $0 | “None of our executive officers or directors have received any cash compensation for services rendered to the Company” |
| Committee membership fees | $0 | No director cash pay prior to business combination |
| Committee chair fees | $0 | No director cash pay prior to business combination |
| Meeting fees | $0 | No director cash pay prior to business combination |
| Expense reimbursement | Allowed; reviewed quarterly by Audit Committee | Out‑of‑pocket reimbursements only; paid from funds outside trust |
Performance Compensation
| Performance Element | Detail | Source |
|---|---|---|
| Equity awards (RSU/PSU/options) | None disclosed for directors prior to business combination | |
| Performance metrics/targets | None disclosed | |
| Clawback/COC provisions | Not disclosed for directors |
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with DECA |
|---|---|
| Thunder Power (AIEV); Aimfinity Investment Corp. I; Zhongchao Inc.; iPower Inc. | No direct supplier/customer/competitor interlocks with DECA disclosed; DECA is a SPAC pre‑business combination |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair and SEC‑designated audit committee financial expert; extensive CFO and public company finance experience .
- Domain knowledge: Two decades in technology/semiconductor equity research and Asia tech market development; fintech/data analytics advisory roles .
- Education: B.A. Denison University; MBA, Dartmouth (Tuck) .
Equity Ownership
| Holder | Class B Founder Shares Beneficially Owned | Approx. % of Class B | Class A Shares | Notes |
|---|---|---|---|---|
| Kevin Vassily | 20,000 | * (<1%) | — | As of Mar 24, 2025 record date |
- Founder share transfer on appointment: Prior to the IPO, the Sponsor transferred 20,000 Class B founder shares to Kevin Vassily at approximately $0.012 per share (also 20,000 to other directors; 50,000 to CEO), establishing director equity alignment via founder shares rather than cash fees .
Governance Assessment
-
Strengths
- Independent Audit Chair and SEC “financial expert” designation; sole standing committee oversight is concentrated in a financially qualified chair .
- No cash compensation; only expense reimbursement—reduces cash‑based conflicts and signals lean governance typical of SPACs pre‑deal .
-
Watch items and potential conflicts
- Founder share incentives: Vassily owns 20,000 founder (Class B) shares; founder equity becomes worthless if no business combination, creating potential alignment with completion of any deal, not necessarily deal quality. The proxy explicitly notes directors and officers (and Sponsor) will lose their investments if a business combination is not completed, constituting a conflict risk factor .
- Sponsor/insider interests: The proxy highlights interests of Sponsor and directors (Class B and private placement warrants) and beneficial interests in the Sponsor by certain directors—these may differ from public holders’ interests .
- Pre‑combination control: Class B holders appoint all directors pre‑combination, limiting public shareholders’ governance influence until after a deal .
- Multiple external directorships: Active roles across SPACs and a de‑SPAC’d EV company (AIEV) may raise time‑commitment questions; independence at DECA is affirmed, but investors should monitor workload/overboarding optics .
-
Engagement/oversight signals
- Audit Committee Report for FY2023 (prior proxy) evidences committee engagement with auditors, independence reviews, and 10‑K inclusion recommendation, consistent with active oversight .
- Related‑party transaction policy and quarterly audit committee review of reimbursements are in place .
-
Red flags
- Founder-share conflict risk (completion bias): Directors’ founder shares and Sponsor warrants go to zero absent a transaction—explicitly acknowledged in risk factors and interests sections. This is a structural SPAC governance red flag requiring elevated scrutiny of target diligence and deal terms .
- Public shareholder disenfranchisement pre‑deal (Class B appointment rights) reduces accountability before business combination .
Overall: Vassily brings deep financial/reporting expertise and relevant public company experience, with strong audit oversight credentials. Standard SPAC incentive misalignments (founder shares/Sponsor interests and pre‑deal board control) are present; investors should focus on audit committee rigor around target diligence and any related‑party considerations tied to Sponsor/insiders .