Thomas Trent Stout

About Thomas Trent Stout

Independent director at DT Cloud Acquisition Corporation (DYCQ). Age 46. Background spans energy management, asset management, and investment banking. Education: MBA, University of Chicago (2004); BBA, Texas Christian University (2000) . Identified as a DYCQ director at least since the company’s S‑1/A filing dated February 13, 2024 .

Past Roles

External Roles

Board Governance

• Independence: Board identifies Stout as an “independent director” under Nasdaq standards; independent directors hold regular sessions without management .
• Committee assignments:
  • Audit Committee: Member (Chair is Olivia Wenxi He; she is designated audit committee financial expert) .
  • Compensation Committee: Member (Chair is Michael David Osowski) .
  • Corporate Governance & Nominating Committee: Chair (committee composed entirely of independent directors) .
• Related-party transaction controls: Any related-party transactions must be approved by the Audit Committee and a majority of disinterested independent directors; business combination requires majority approval of independent directors .
• Conflicts policy and multiple affiliations: Directors owe duties under Cayman law (including duty to avoid conflicts). Officers/directors (including Stout) have pre-existing fiduciary obligations to other entities; each agreed to present suitable opportunities to DYCQ first, subject to those obligations .

Fixed Compensation

• Pre‑combination policy: Company discloses that “no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, including our directors or any of their respective affiliates, prior to… consummation of a business combination.” This implies no cash retainers or fees for directors until a business combination closes .

Performance Compensation

• Not applicable pre‑combination; no equity or incentive awards are disclosed for directors prior to the business combination .

Other Directorships & Interlocks

• Public company boards: None disclosed for Stout beyond DYCQ .
• Compensation committee interlocks: Company reports none of its officers served on another entity’s compensation committee with reciprocal service; no interlocks disclosed involving Stout .

Expertise & Qualifications

• Technical/industry: Energy management, trading, commodity indices, and blockchain applications in energy .
• Finance/markets: Senior sell‑side/banking experience; commodity index products leadership .
• Governance: Chair, Corporate Governance & Nominating Committee; member, Audit and Compensation Committees .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with multi‑industry experience; chairs Nominating and serves on Audit/Compensation—supports board process and oversight .
  • Robust related‑party approval framework (Audit Committee and disinterested independent director majority) and independent director approval requirement for business combination .
  • Audit Committee chaired by a designated “financial expert” (Olivia Wenxi He), enhancing financial oversight .

• Risks and RED FLAGS

  • Sponsor/insiders exert control: On Aug 4, 2025 record date, insiders (including Sponsor) beneficially owned ~67.7% of voting power; insiders waived redemption and were expected to vote in favor of extension/waiver proposals—concentrated control can diminish minority influence .
  • Extension fee waiver and charter/trust amendments allow up to 36 months post‑IPO to complete a combination without monthly deposits—reduces sponsor’s financial discipline; potential misalignment with public holders seeking timely deal execution .
  • Directors/affiliates may buy Public Shares to influence votes and redemptions—creates perception risks around vote engineering .
  • Multiple affiliations: Stout’s active roles at Priority Power and KX Power entail pre‑existing fiduciary obligations; although mitigated by contractual presentation obligations, conflicts could arise in opportunity allocation .
  • Ownership alignment: Stout beneficially owns no DYCQ shares as of the latest record date, limiting “skin in the game” optics for alignment with public investors .

• Attendance/engagement: Specific meeting attendance percentages are not disclosed in available filings; the articles outline meeting procedures and quorum, but no director‑level attendance metrics are provided .

• Say‑on‑pay / shareholder votes: No Item 5.07 8‑K voting results available in the document catalog; not disclosed [List: 8‑K 5.07 (none)].

Overall: Stout’s committee breadth and independence support governance process quality. However, the SPAC’s extension framework, sponsor control of voting power, and ability of insiders to purchase shares to influence outcomes present notable governance risk signals for minority investors, with limited ownership alignment from Stout himself .