Alberto Coronado Santos
About Alberto Coronado Santos
Independent director of Evergreen Corporation (EVGR); age 42. Background spans performance digital marketing and affiliate operations: currently Traffic Acquisition Director (Head of Publishers/Affiliates) at Xelder Media BV (since Feb 2021); previously Head of Publishers/Affiliates at TORO Advertising (2019–2021) and General Manager at Global Digital Marketing Group in China (2014–2018). Holds a Bachelor of Marketing Management (Hons), Cardiff Metropolitan University (2010). Independent under Nasdaq rules; member of EVGR’s Audit and Compensation Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Digital Marketing Group (China) | General Manager | Nov 2014–Dec 2018 | Opened Shanghai office; led digital marketing operations |
| TORO Advertising (Exogroup) | Head of Publishers/Affiliates | Mar 2019–May 2021 | Led affiliate publisher relationships in Spain |
| Xelder Media BV | Traffic Acquisition Director (Head of Publishers/Affiliates) | Feb 2021–Present | Drives performance traffic and affiliate ecosystem |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xelder Media BV | Traffic Acquisition Director | Feb 2021–Present | Performance digital agency; sales/lead gen/data for global advertisers |
Board Governance
- Independence: EVGR’s board determined Santos is independent under Nasdaq listing standards and Rule 10A-3; he serves on Audit and Compensation Committees.
- Committee assignments:
- Audit Committee member; committee chair is Dr. Mohamad Zabidi Bin Ahmad; all members financially literate; Zabidi designated audit committee financial expert.
- Compensation Committee member; committee chair is Lim Wai Loong (Alan).
- Nominating/governance: EVGR had no standing nominating committee in FY2023; independent directors (including Santos) participate in identifying nominees; EVGR plans to form a corporate governance and nominating committee as required.
- Corporate policies:
- Related party transaction oversight via Audit Committee charter; quarterly reviews of payments to sponsor/officers/directors.
- Clawback policy adopted (effective Oct 2, 2023) for executive incentive compensation tied to financial reporting measures; administered by the Board/Comp Committee.
Fixed Compensation
EVGR (a SPAC) discloses no cash compensation to officers or directors prior to consummation of a business combination; sponsor receives a $10,000/month administrative fee for office space and support.
| Component | FY 2022 | FY 2023 |
|---|---|---|
| Annual director cash retainer | None | None |
| Committee membership fees | None | None |
| Committee chair fees | None | None |
| Meeting fees | None | None |
| Administrative support (to sponsor) | $10,000/month (sponsor) | $10,000/month (sponsor) |
Performance Compensation
No equity or incentive awards to directors pre-business combination; EVGR’s clawback policy applies to executive incentive compensation (cash/equity) tied to financial reporting measures (e.g., revenue, EPS, EBITDA, TSR), not to directors absent separate arrangements.
| Item | FY 2022 | FY 2023 |
|---|---|---|
| RSUs/PSUs granted | None | None |
| Stock options granted | None | None |
| Performance metrics (if any) | Not applicable pre-combination | Not applicable pre-combination |
| Clawback coverage | Policy adopted; applies to executive incentive comp (not director fees) | Policy effective Oct 2, 2023 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed (public company boards) | — | — | No other public board seats disclosed in EVGR filings for Santos. |
Expertise & Qualifications
- Domain expertise: Digital marketing, affiliate/publisher ecosystems, performance media.
- Governance/finance: Audit committee member; not designated as audit committee financial expert (committee chair Zabidi is the financial expert).
- Education: Bachelor of Marketing Management (Hons), Cardiff Metropolitan University (2010).
Equity Ownership
| Measure | Apr 8, 2024 | Jan 13, 2025 |
|---|---|---|
| Shares beneficially owned | 0 | 0 |
| Ownership % of outstanding | 0% | 0% |
| Pledged shares | None disclosed | None disclosed |
| Options/RSUs | None disclosed | None disclosed |
Note: Sponsor (Evergreen LLC) holds founder shares; directors (including Santos) waived liquidating distributions on founder shares and placement units; quarterly review processes address reimbursements/out-of-pocket payments.
Governance Assessment
-
Strengths:
- Independent director with clear committee roles on Audit and Compensation; both committees fully independent per Nasdaq standards.
- Audit Committee features a designated financial expert (Zabidi) and financial literacy across members, supporting oversight quality.
- Formal related-party and quarterly review processes; no director compensation pre-combination, reducing pay-related conflicts.
- Clawback policy adopted for executive incentive pay tied to financial measures, aligning with evolving governance expectations.
-
Alignment and risk considerations:
- Minimal “skin-in-the-game”: Santos reports no beneficial ownership, which limits direct equity alignment with public shareholders.
- SPAC structure entails sponsor-admin fees and extension/working capital loans (convertible), creating potential related-party exposure (though independent committee oversight exists).
- Macro governance risks for EVGR: going-concern uncertainty pending business combination; potential Nasdaq delisting if combination not completed within rule-imposed deadlines; CFIUS review risks given foreign sponsor control—issues that can affect investor confidence and board workload.
Overall: Santos meets independence requirements and contributes domain expertise on performance media. However, lack of personal share ownership and SPAC-related structural risks (delisting/CFIUS/going-concern) are notable red flags for alignment and stability that the board must address through robust oversight, transparent communications, and timely transaction execution.