Jonathan McKeage
About Jonathan McKeage
Independent director of FutureTech II Acquisition Corp. (FTII) since August 2023; age 72. Over 30 years in M&A, corporate finance, equity analysis, trading, investor relations; designated “audit committee financial expert.” Education: BA Rice University; MA and PhD Harvard University; Certificate in Business Administration from Wharton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dominick & Dominick LLC | Managing Director, Corporate Finance | 1995–2002 | Led domestic/international M&A and equity funding; European roadshows |
| Niederhoffer Investments | Commodities research, ADR trading; managed private company sale business | Two years (following Kalb Voorhis) | Trading and research responsibilities |
| Kalb Voorhis (brokerage/specialist) | Floor broker (NYSE), AMEX specialist client mgr; equity sales | Three years (early 1990s) | Exchange operations and client management |
| Allen & Caron (IR firm) | Account Manager | Two years | Led roadshows, press releases; advised C-suite on IR |
| Digital Angel Corporation | VP Corporate Development | 2004–2010 | Coordinated acquisitions/divestitures; in-house IR for RFID/GPS group |
| InfoTech USA (Digital Angel subsidiary) | CEO & Director | During Digital Angel tenure | Led restructuring and sale to PE as part of parent divestiture program |
| Columbia International College, Inc. | Chief Academic Officer & Professor | Sep 2015–Jun 2017 | Academic leadership |
| American Education Center | Senior Advisor; CEO & Director; Managing Director | Senior Advisor since Sep 2017; CEO/Director Sep 2016–Aug 2017; MD Sep 2015–Aug 2016 | Advisory, executive leadership for services to Chinese students |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Goldenstone Acquisition Ltd. | Director | Since Jul 2021 | Public company directorship (SPAC) |
Board Governance
- Board classification: three classes; McKeage is in Class II (term expires at the second annual meeting after listing) .
- Independence: Board determined McKeage is independent under Nasdaq and SEC rules; independent directors hold regular sessions .
- Committees:
- Audit Committee: Chair (members: Neil Bush, Jeffrey Moseley, Jonathan McKeage). McKeage is “financially literate” and qualifies as “audit committee financial expert” .
- Compensation Committee: Member (chair: Jeffrey Moseley). Both members independent; charter allows retaining independent advisors .
- Attendance: Not disclosed in proxy [Search: no results].
Fixed Compensation
SPAC-stage policy: “no compensation of any kind” (including fees to directors) prior to or in connection with effecting the initial business combination; officers receive no cash compensation; only $10,000/month paid to an affiliate of the sponsor for office/admin support .
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | No director cash compensation prior to business combination |
| Committee membership fees | $0 | Not paid at SPAC stage |
| Committee chair fees | $0 | Not paid at SPAC stage |
| Meeting fees | $0 | Not paid at SPAC stage |
| Other cash (admin support) | $10,000/month to affiliate of sponsor | Office/utilities/secretarial; not paid to directors personally |
Performance Compensation
No equity or incentive awards to directors prior to the initial business combination; compensation committee primarily reviews arrangements tied to the business combination .
| Metric | Disclosure | Terms |
|---|---|---|
| RSUs/PSUs grants | None | No director equity grants pre-business combination |
| Options (strike/expiry/vesting) | None | No director options pre-business combination |
| Performance metrics (revenue/EBITDA/TSR/ESG) | None | Not applicable at SPAC stage |
| Clawbacks | Not disclosed | — |
| Change-in-control/Severance | None | Company is not party to agreements providing termination benefits for officers/directors |
Other Directorships & Interlocks
| Entity | Type | Interlock/Link | Potential Implication |
|---|---|---|---|
| Goldenstone Acquisition Ltd. | SPAC | McKeage director; FTII CEO/CFO Ray Chen is CFO of Goldenstone | Shared SPAC ecosystem ties; monitor for potential information flow or conflicts if deal counterparties overlap |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; extensive M&A and corporate finance background; equity analysis/trading; IR leadership .
- Education: BA (Rice), MA/PhD (Harvard), Wharton Business Administration Certificate .
- Industry experience: Technology (RFID/GPS), investor relations, education services, brokerage/specialist operations .
Equity Ownership
Beneficial ownership (record date July 11, 2025): McKeage shows no beneficial ownership of Class A or Class B common stock; independent directors Neil Bush and Jeffrey Moseley each hold 10,000 Class A shares; sponsor collectively controls ~69.1% .
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Jonathan McKeage | — | — | — | — | No beneficial ownership reported |
| Sponsor (FutureTech Partners II LLC) | 2,965,075 | 69.1% | — | — | Founder shares converted to non-redeemable Class A; high control |
| All executives/directors (5 individuals) | 400,000 | 9.3% | — | — | Group total |
Insider Trades and Section 16 Compliance
- One late Form 3 report filed by Jonathan McKeage (company disclosed in “Delinquent Section 16(a) Reports”) .
| Item | Detail |
|---|---|
| Late Section 16 filing | One late Form 3 by Jonathan McKeage (preceding year review) |
Governance Assessment
- Strengths: Independent director; chairs Audit Committee; formally designated audit committee financial expert; deep transactional and IR background conducive to SPAC diligence and controls .
- Alignment: No personal share ownership reported; while independence is preserved, “skin-in-the-game” is limited versus sponsor/insiders; sponsor controls ~69.1% and founder-share holders agree to vote for a business combination, affecting governance balance .
- Compensation discipline: No director compensation prior to business combination; reduces pay-related conflicts; compensation committee charter contemplates use of independent advisors .
- Potential conflicts/RED FLAGS:
- SPAC structural incentives: Directors/officers may negotiate future consulting/management fees post-combination; such potential creates incentives to complete a deal; company acknowledges these interests differ from public shareholders .
- Sponsor dominance: Founder shares and high sponsor ownership enable significant influence; insiders may purchase public shares to support proposals, a factor to monitor for minority shareholder protection .
- Compliance: Company disclosed one late Form 3 for McKeage—minor compliance lapse to monitor .
- Attendance/engagement: Meeting attendance rates not disclosed; no nominating committee in place (board intends to form when required); independent directors handle nominations—acceptable under Nasdaq but less formalized than peers .
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