Kevin McKenzie
About Kevin McKenzie
Kevin McKenzie (age 51) is an independent director of Eureka Acquisition Corp. (EURK) and chairs the Compensation Committee; he also serves on the Audit and Nominating Committees. He joined the board in July 2024 and brings 20+ years of global private equity and corporate finance experience; he holds an MBA in finance from Wharton and an M.A. in Management & International Studies from the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MKW Capital | Senior Partner | 2006–2011 | Private equity investing and portfolio oversight |
| Cerberus Capital Management | Vice President | 2003–2006 | Investment process responsibilities |
| Morgan Stanley Real Estate Fund (MSREF) | Investment professional | 2001–2003 | Worked on China distressed debt portfolios |
| Bank of China | Financing professional | 1998–2001 | Executed syndicated acquisition financings |
| Royal Bank of Canada (China office) | Banking professional | 1997–1998 | China financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alpex Pharma | Chairman & President | 2018–Present | Leads strategy and operations |
| Riverwest Capital | Senior Partner | 2011–Present | Private investment firm leadership |
Board Governance
| Topic | Detail |
|---|---|
| Independence | Board determined McKenzie is an independent director under Nasdaq and SEC rules . |
| Committee assignments | Audit Committee member (Chair: M. Anthony Wong) ; Compensation Committee Chair (members: Wong, Simmons) ; Nominating Committee member (Chair: Lauren Simmons) . |
| Key governance documents | Code of Ethics in place; Board adopted an executive officer clawback policy effective July 1, 2024 . |
| Related-party safeguards | Fairness opinion and independent director approval required for any affiliate business combination; insiders barred from finder fees; related-party deals to be reviewed by Audit Committee . |
Fixed Compensation
| Element (FY2024/FY2025 proxy period) | Amount |
|---|---|
| Annual cash retainer | $0 (no cash paid to directors) |
| Committee chair/member fees | $0 |
| Meeting fees | $0 |
| Company admin service payment (to Sponsor) | $10,000/month for office and admin support (company-level payment to Sponsor, not a director fee) |
Performance Compensation
| Instrument | Grant/Transfer Date | Quantity | Price/Value Basis | Vesting/Restrictions | Notes |
|---|---|---|---|---|---|
| Founder Shares (Class B) | Jun 27, 2024 | 10,000 | Transferred at original sponsor purchase price; approx $0.0145/share | Class B convert 1:1 into Class A at business combination; lock-up until the earlier of 6 months post‑combination or achieving $12 share price for 20/30 trading days (50% early release) | Independent directors received 10,000 Founder Shares each; shares become worthless if no business combination; directors waived redemption on these shares |
| Options/RSUs/PSUs | N/A | — | — | — | None disclosed for directors |
Other Directorships & Interlocks
- No other public company directorships are disclosed for McKenzie in EURK’s FY2024 10-K; biography lists Alpex Pharma (Chairman & President) and Riverwest Capital (Senior Partner), both described without public listing references .
Expertise & Qualifications
- Private equity and special situations investing; China and Asia transaction experience; corporate finance and capital markets; advanced degrees (Wharton MBA; UPenn M.A.). This background aligns with SPAC target identification, deal diligence, and incentive design as Compensation Chair .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 10,000 Founder (Class B) shares; less than 1% of outstanding shares at the time of reporting . |
| Class/Conversion | Class B convert into Class A at closing of initial business combination on a 1:1 basis . |
| Lock-up | Founder Shares locked until 6 months post‑combination or early release if $12 price hurdle met; standard SPAC lock-up applies . |
| Redemption/Liquidation rights | Initial holders (including independent directors with Founder Shares) waived liquidation/redemption rights on Founder Shares; Founder Shares become worthless if no business combination . |
Governance Assessment
-
Strengths
- Independent status; chairs Compensation Committee and serves on Audit and Nominating Committees, providing cross-committee oversight .
- Robust structural safeguards: Code of Ethics; executive clawback policy; affiliate-combination fairness opinion and independent approval requirements; no finder fees to insiders .
-
Structural conflicts to monitor
- Founder Share dynamics: independent directors hold Founder Shares that become worthless absent a deal, creating an inherent incentive to complete a business combination; initial shareholders have agreed to vote in favor of transactions, which can amplify this bias .
- Related-party economics at the SPAC level: monthly admin fee paid to Sponsor and potential convertible working capital/extension loans (from initial shareholders/affiliates) introduce affiliate cash flows around deal timing and extensions .
-
Transparency gaps
- No director cash compensation or meeting fees disclosed (common for SPACs), but also no attendance metrics disclosed in the FY2024 10-K or 2025 proxy reviewed .
-
Broader regulatory risk context for board oversight
- EURK disclosures highlight potential CFIUS constraints, PRC regulatory/cyber rules, and PCAOB inspection dependencies that can limit target universe and timing—areas where Compensation and Audit oversight can signal risk posture during target evaluation .
RED FLAGS
- Founder Share incentive misalignment: Independent directors’ Founder Shares (acquired at a nominal price) would be worthless if no deal closes, potentially biasing deal evaluation and vote dynamics .
- Affiliate economics: Sponsor receives $10,000/month from the company and may provide convertible loans for working capital/extensions; while common in SPACs, these related-party flows can create perceived pressure to extend and transact .
- Initial shareholders’ voting commitments: Agreement to vote in favor of business combinations can lessen effective minority check-and-balance, raising the bar for independent directors’ diligence and disclosure rigor .
Director Compensation (Detail)
| Component | Cash | Equity | Notes |
|---|---|---|---|
| Annual retainer | $0 | — | No cash paid to directors |
| Committee chair/member fees | $0 | — | None disclosed |
| Equity grants | — | 10,000 Founder Shares (Class B) | Transfer at original cost (≈$0.0145/share); Class B convert 1:1 to Class A at de‑SPAC; lock-up/price release provisions |
Committee Assignments, Chair Roles, and Expertise
| Committee | Role | Governance Notes |
|---|---|---|
| Compensation | Chair | Oversees executive/director pay policy at de‑SPAC; can retain advisers; independence confirmed . |
| Audit | Member | Reviews auditor independence, related-party transactions, and financial reporting; audit committee charter in place; independence confirmed . |
| Nominating | Member | Oversees director qualifications and board composition; charter in place; independence confirmed . |
Related-Party Exposure
- Founder Share transfer to independent directors at original sponsor purchase price (10,000 each) immediately prior to the IPO .
- Sponsor administrative services agreement ($10,000/month) and potential extension/working capital loans (convertible into units) by Sponsor/affiliates; no such borrowings outstanding as of FY2024 year‑end .
Data Appendix
- Independent director since July 2024; age 51; education: Wharton MBA, UPenn M.A. .
- Holdings: 10,000 Founder Shares (Class B), <1% .
- Founder Shares convert 1:1 to Class A at closing; lock-up and $12 early release trigger .
- No cash director compensation; no committee/meeting fees .