Cameron Johnson
About Cameron Johnson
Independent director of Eureka Acquisition Corp (EURK), residing in China. The DEF 14A identifies him as an independent director; however, he is not listed among EURK’s committee members in the FY2024 10-K . He also serves as an independent director of Columbus Acquisition Corp (COLA), with fiduciary and contractual duties noted to both EURK and COLA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbus Acquisition Corp (COLA) | Independent Director (Class I) | Appointed March 20, 2025 | Chair of Audit Committee; member of Compensation Committee |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Columbus Acquisition Corp (COLA) | Independent Director | Concurrent fiduciary and contractual duties to EURK and COLA disclosed; governance interlock risk |
Board Governance
- Independence: Classified as an independent director; resides in China, which creates enforceability challenges for U.S. investors against directors located in the PRC .
- Committees: Not identified as a member of EURK’s Audit, Compensation, or Nominating Committees in the FY2024 10-K (current members are M. Anthony Wong, Lauren Simmons, and Kevin McKenzie; Wong chairs Audit, McKenzie chairs Compensation, Simmons chairs Nominating) .
- Attendance: Not disclosed in proxy or 10-K.
| Committee | Member? |
|---|---|
| Audit | No |
| Compensation | No |
| Nominating | No |
Fixed Compensation
- EURK does not pay cash compensation to directors prior to completing a business combination; independent directors (other than Johnson) received 10,000 founder shares each at IPO; directors are reimbursed for out-of-pocket expenses .
- Johnson is not disclosed as receiving cash retainers or meeting fees at EURK .
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | None prior to business combination |
| Meeting fees | Not disclosed |
| Committee chair/member fees | Not disclosed |
| Expense reimbursement | Allowed for out-of-pocket expenses |
Performance Compensation
- Founder shares: Johnson is entitled to acquire 10,000 founder shares from the Sponsor after the business combination at approximately $0.0145 per share; these become worthless if no business combination (strong incentive to close any deal) .
- Vesting/lock-ups: Founder shares generally subject to lock-ups post-combination and become worthless upon liquidation; no performance metrics disclosed tied to director awards .
| Award Type | Grant/Entitlement | Price/Value | Vesting/Lock-up | Performance Metrics |
|---|---|---|---|---|
| Founder Shares (Class B) | Entitled to acquire 10,000 post-combination | ~$0.0145/share | Lock-ups apply; worthless if no deal | None disclosed |
Other Directorships & Interlocks
- Dual directorships: Johnson serves on both EURK and COLA boards; EURK’s CEO (Fen Zhang) is also involved with both, and sponsors are affiliated—potential interlock and information flow risks .
- Business combination context: EURK announced a Business Combination Agreement with Marine Thinking Inc. on Nov 3, 2025; governance demands increase near closing (board oversight of disclosures, conflicts, and lock-ups) .
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| Columbus Acquisition Corp | Independent Director, Audit Chair | Shared fiduciary duties with EURK; overlapping sponsor/CEO relationships |
Expertise & Qualifications
- Residency: Based in China (as disclosed by EURK), implying familiarity with cross-border business contexts but raising enforcement challenges for U.S. shareholder actions .
- Formal education/professional credentials: Not disclosed in EURK filings.
Equity Ownership
- Beneficial ownership: EURK DEF 14A shows Johnson with no beneficial ownership (less than 1%); independent directors Lauren Simmons and Kevin McKenzie each with 10,000 founder shares; Johnson is entitled to 10,000 founder shares post-combination (not yet owned) .
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Cameron Johnson | — (less than 1%) | — (less than 1%) |
| Entitlement (post-combination) | 10,000 founder shares | N/A (contingent; not yet owned) |
Governance Assessment
- Incentive alignment: Entitlement to founder shares only if a business combination closes creates a strong incentive to support any transaction, potentially compromising independence. Founder shares become worthless on liquidation—classic SPAC conflict risk .
- Multiple fiduciary obligations: Simultaneous board service and duties to EURK and COLA increase conflicts for deal sourcing, evaluation, and time allocation; robust recusal protocols and audit committee reviews are necessary .
- Committee influence: Johnson does not sit on EURK’s Audit/Compensation/Nominating Committees per FY2024 10-K, limiting governance leverage within EURK (contrast with his audit chair role at COLA) .
- Enforceability risk: PRC residency complicates service of process and enforcement of U.S. judgments; EURK explicitly cautions investors on this risk for officers/directors outside the U.S. .
- Compensation structure: EURK pays no cash to directors pre-combination; founder share entitlements are low-cost, high-upside if a deal closes—heightened need for independent fairness opinions and disinterested director approvals for affiliated transactions .
RED FLAGS
- Founder share entitlement contingent on closing (deal bias risk) .
- Concurrent fiduciary duties to EURK and another SPAC (COLA) (conflicts/interlocks) .
- PRC residency and enforceability challenges for U.S. investors .
Director Compensation (EURK Structure)
| Category | Policy/Disclosure |
|---|---|
| Cash Compensation | None before business combination; expenses reimbursed |
| Equity | Other independents received 10,000 founder shares at IPO; Johnson entitled to 10,000 founder shares post-combination |
| Lock-ups | Founder shares subject to post-combination lock-ups; worthless if no deal |
Committee Assignments, Chair Roles, and Expertise (EURK)
| Committee | Members | Chair |
|---|---|---|
| Audit | M. Anthony Wong; Lauren Simmons; Kevin McKenzie | M. Anthony Wong |
| Compensation | M. Anthony Wong; Lauren Simmons; Kevin McKenzie | Kevin McKenzie |
| Nominating | M. Anthony Wong; Lauren Simmons; Kevin McKenzie | Lauren Simmons |
Related-Party & Conflict Controls
- EURK prohibits consummating a business combination with affiliated entities without an independent fairness opinion and approval by a majority of disinterested independent directors .
- Insiders (including directors) waive liquidation distributions on founder/private shares; working capital loans can be converted post-combination, further incentivizing deal closure .
Notes on Upcoming Transactions
- EURK announced a definitive agreement to combine with Marine Thinking Inc. (Canada) and rename the company; standard closing conditions apply (regulatory and shareholder approvals). Board oversight of fairness, conflicts, and disclosure will be critical given insider incentives and interlocks .
Insider Trades and Ownership Updates
- No Form 4 transactions identified for Johnson at EURK within available sources; listed as a director. Treat as informational; confirm via SEC EDGAR for any updates prior to voting/closing .