Jeffrey Moseley
About Jeffrey Moseley
Jeffrey Moseley, age 70, is an Independent Director of FutureTech II Acquisition Corp. (FTII), serving since February 2022. He chairs the Compensation Committee and serves on the Audit Committee; the board has determined he is independent under Nasdaq and SEC rules, and audit committee members (including Moseley) are financially literate. Background roles disclosed include Director of SNU Foundation (since April 2016) and Director of Wallis Bank (April 2014–February 2018) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wallis Bank | Director | Apr 2014 – Feb 2018 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SNU Foundation | Director | Since Apr 2016 | Continuing role |
Board Governance
| Committee | Role | Chair | Independence/Notes |
|---|---|---|---|
| Audit Committee | Member | Jonathan McKeage | All members are independent; all are financially literate; McKeage is the audit committee financial expert . |
| Compensation Committee | Chair | Jeffrey Moseley | Committee comprised solely of independent directors . |
- Board structure: Five directors, classified into three classes; Moseley is in Class II (with McKeage), whose term expires at the second annual meeting following listing. Prior to the initial business combination, vacancies can be filled and directors removed by holders of a majority of founder shares .
- Independence: The board determined Moseley is an independent director under Nasdaq and SEC rules; independent directors hold regularly scheduled executive sessions .
- Committee mandates: Audit Committee pre-approves auditor services, oversees auditor independence, and reviews related-party transactions under Item 404 before entry; Compensation Committee oversees executive/director compensation, incentive plans, and may retain independent advisors after considering their independence .
Fixed Compensation
| Component | Amount/Policy | Timing/Notes |
|---|---|---|
| Annual retainer (cash) | None prior to completion of initial business combination | Company states “no compensation of any kind” to directors prior to, or in connection with, effecting the initial business combination . |
| Committee membership fees | None prior to business combination | Same policy as above . |
| Committee chair fees | None prior to business combination | Same policy as above . |
| Meeting fees | None prior to business combination | Same policy as above . |
| Other company payments (context) | $10,000/month to an affiliate of the sponsor for office space, utilities, admin support | Not director compensation; ends at business combination or liquidation . |
Performance Compensation
| Instrument/Plan | Grants | Terms |
|---|---|---|
| Equity awards (RSUs/PSUs/options) | None prior to completion of initial business combination | Compensation Committee administers incentive/equity plans, but company discloses no director compensation of any kind before business combination . |
Other Directorships & Interlocks
| Company/Entity | Type | Role | Notes |
|---|---|---|---|
| SNU Foundation | Nonprofit/Foundation | Director | Ongoing external role . |
| Wallis Bank | Financial institution | Director (prior) | Apr 2014 – Feb 2018 . |
Expertise & Qualifications
- Financial oversight: Audit Committee member; the board states each audit committee member is financially literate. The designated “audit committee financial expert” is McKeage (not Moseley) .
- Compensation governance: Chairs the Compensation Committee; committee is fully independent and empowered to hire advisors after independence review .
- Independent governance: Board determined independence under Nasdaq/SEC standards; participates in independent director sessions .
Equity Ownership
As of the record date July 11, 2025.
| Holder | Security Class | Shares Beneficially Owned | Approx. % of Class | Notes |
|---|---|---|---|---|
| Jeffrey Moseley | Class A Common Stock | 10,000 | * | Listed in beneficial ownership table; “*” denotes de minimis percentage as presented in proxy . |
The proxy also lists late Section 16(a) reports for certain other insiders; Moseley is not among those noted for late filings .
Governance Assessment
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Independence and key roles: Moseley is an independent director, chairs the Compensation Committee, and serves on the Audit Committee—positions that indicate material involvement in pay oversight and financial controls. Independent status and financial literacy support board effectiveness for investors monitoring governance in SPACs .
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Director pay structure (pre-merger): FTII discloses no director cash or equity compensation of any kind before completion of the business combination, reducing near-term pay-related conflicts but also limiting explicit pay-for-performance alignment until after a transaction closes .
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Equity alignment: Moseley holds 10,000 Class A shares; the proxy presents his percentage as “*” (de minimis). Alignment exists but appears modest relative to sponsor ownership concentration .
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Related-party and conflict controls: Audit Committee must pre-approve Item 404 related-party transactions; Compensation Committee is independent and may retain outside advisors subject to independence checks—standard but important controls in SPAC contexts .
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RED FLAGS (SPAC-specific structural risks impacting all directors, including Moseley):
- Sponsor incentives and extension financing: Sponsor made $3.45 million in extension loans; the sponsor benefits from completing a business combination, potentially creating pressure to approve a less favorable deal rather than liquidate .
- Post-combination compensation: The company states directors/officers who remain may receive consulting/management fees post-close, with no preset cap disclosed—compensation details to be set by the post-combination board, which may create perceived misalignment during target selection .
- Founders’ securities: Directors and officers have interests in founder shares/warrants that may differ from public stockholders in extension/redemption votes, a common SPAC conflict consideration highlighted in the proxy Q&A .
Overall signal: Within the constraints of a pre-merger SPAC, Moseley’s independence, committee leadership, and financial literacy are positives; investors should weigh these against structural SPAC incentives (sponsor economics, extension loans, and potential post-close fees) that affect board decision-making dynamics .