Michael David Osowski

About Michael David Osowski

Michael David Osowski (age 53) serves as an Independent Director of DT Cloud Acquisition Corporation (DYCQ). He brings operating and business development experience from energy and multi-industry platforms, and holds a bachelor’s degree in communication from Ohio University (1993) .

Past Roles

External Roles

Board Governance

• Role: Independent Director .
• Committee assignments: Not disclosed in the latest DEF 14A management sections .
• Independence status: Identified as “Independent Director” .
• Board meeting attendance: Not disclosed in the proxies reviewed .
• Board control dynamics (sponsor/insider voting power): See table below; the sponsor/insiders held 29.0% as of Apr 30, 2025 and 67.7% as of Aug 4, 2025 .

• Board recommendations on structural proposals: The Board recommended “FOR” extension-related proposals (extension count increase, fee waiver, trust amendments) in May and August 2025 proxies .

Fixed Compensation

• Director cash retainers, committee fees, and meeting fees: Not disclosed in the May or August 2025 DEF 14A documents reviewed .

Performance Compensation

• Equity grants (RSUs/PSUs), options, vesting schedules, and performance metrics for directors: Not disclosed in the May or August 2025 DEF 14A documents reviewed .

Other Directorships & Interlocks

• No public-company directorships disclosed for Osowski in the proxies reviewed .
• Network interlock note: Energy-sector overlap exists within DYCQ’s board (e.g., Priority Power affiliations among directors), but Osowski’s specific committee roles or interlocks within DYCQ are not disclosed .

Expertise & Qualifications

• Energy management and consulting experience (Priority Power Management) .
• Multi-industry operating leadership (Trident Operating Company) .
• Non-profit and public-sector board exposure (Texas Hydrogen Alliance, Warrior Health Foundation, Houston Constable Precinct One) .
• Education: BA in Communication, Ohio University, 1993 .

Equity Ownership

• Pledged shares, hedging, and guideline compliance: Not disclosed for Osowski .

Governance Assessment

• Independence and engagement: Osowski is explicitly designated as an Independent Director; biography reflects operating and energy-sector expertise. Committee assignments and attendance metrics are not disclosed—limiting assessment of his direct oversight roles .
• Ownership alignment: The beneficial ownership tables show Osowski does not beneficially own DYCQ shares as of Apr 30, 2025 and Aug 4, 2025, which may indicate lower direct financial alignment versus peers with shareholdings, though SPAC director ownership often resides at sponsor level; no personal sponsor interest is disclosed for Osowski .
• Board control and potential conflicts: Sponsor and insiders held 67.7% of voting power by Aug 4, 2025, materially increasing control over outcomes of extension and trust amendments; earlier in Q1 2025, this was 29.0%—the shift reflects redemptions and share count changes . Proxies state “certain director has a direct interest in the Sponsor,” and footnotes identify Shaoke Li with a direct interest in the Sponsor; no such interest is disclosed for Osowski. Elevated sponsor control and director sponsor interests at the board-level warrant scrutiny for potential misalignment with public holders during extended SPAC timelines .
• Structural extension and incentives: The Board recommended proposals that (i) reduced monthly extension fees to a flat $60,000 starting May 23, 2025 and (ii) subsequently waived monthly extension fees entirely, enabling up to 36 months to complete a business combination without sponsor deposits. These actions shift timeline risk and may dilute urgency to complete a transaction, impacting investor confidence; though they can preserve optionality under regulatory uncertainty, they heighten alignment concerns if public holders bear prolonged duration risk -.
• RED FLAGS
  • Significant sponsor/insider voting control, rising from 29.0% (Apr 30, 2025) to 67.7% (Aug 4, 2025), increasing governance asymmetry versus public shareholders .
  • Board-level sponsor involvement: “Certain director” direct interest in Sponsor (footnotes tie this to Shaoke Li), not to Osowski; nonetheless, the presence of sponsor-linked directors is a conflict risk at the board level during extension votes .
  • Extension fee waiver to $0 and lengthening to 36 months reduces sponsor’s economic burden for prolonging the SPAC timeline; public holders retain redemption rights but face extended uncertainty -.
• Risk context: The proxies highlight CFIUS and foreign ownership risks potentially limiting U.S. target combinations, reinforcing the rationale for extensions but also elevating execution risk during Osowski’s board tenure .

Implications: Osowski’s independence and energy/operations background are positives; lack of disclosed share ownership reduces personal alignment signals. Oversight quality is hard to assess given absent committee and attendance disclosure. Board-level sponsor control and extensions to 36 months without fees are governance risks that can pressure investor confidence if not balanced with transparent milestones and shareholder engagement .