Jonathan McKeage
About Jonathan McKeage
Independent director at Goldenstone Acquisition Limited (GDST) since July 2021; age 70 as of the 2024 record date. He has 30+ years in M&A, corporate finance, equity analysis, trading, and investor relations, with prior public-company experience at NASDAQ-quoted Digital Angel Corporation and OTC-quoted InfoTech USA and American Education Center, Inc. Education includes BA (Rice), MA and PhD (Harvard), and a Certificate in Business Administration (Wharton). Board independence is affirmed; independent directors hold regular sessions. Attendance met the ≥75% threshold in FY ended March 31, 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Digital Angel Corporation (NASDAQ-quoted) | VP Corporate Development; IR Manager | 2004–2010 | Coordinated acquisitions/divestitures; led IR for RFID/GPS technology group |
| InfoTech USA (OTC-quoted subsidiary) | CEO and Director | c. mid-2000s | Led restructuring and sale to PE as part of parent’s divestiture program |
| Dominick & Dominick LLC | Managing Director, Corporate Finance | 1995–2002 | M&A and equity funding; led European roadshows; published small-cap tech research |
| Morgan Grenfell Inc. (merchant bank) | Associate | 1986–1990 | Participated in domestic/cross-border M&A; fund roadshow |
| PaineWebber | Municipal Finance team member | c. 1980s | Structured tax-exempt municipal bonds |
| Kalb Voorhis (brokerage/specialist) | Floor broker; client manager; equity sales | Early 1990s | NYSE/AMEX floor and desk execution |
| Allen & Caron (IR firm) | Account Manager | c. 2000s | Led roadshows; press releases; advised C-suite on IR |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Education Center, Inc. (OTC-quoted) | CEO, Director, Senior Advisor | Since 2015 (dates not fully specified) | New York-based provider; taught online courses in finance/investing during this period |
| InfoTech USA (OTC-quoted) | CEO and Director | c. mid-2000s | Executed restructuring and sale |
Board Governance
- Independence: Board determined Jonathan McKeage is independent; independent directors hold regular sessions.
- Committee leadership: Chairs Audit and Compensation Committees; member of Nominating Committee. Audit committee financial expert designation is Pin Tai.
- Attendance: Board held 2 meetings in FY ended March 31, 2024; no director was below 75% attendance.
- Governance processes: Audit committee pre-approves audit/non-audit services, oversees auditor independence, reviews related-party transactions; Compensation committee oversees CEO/exec comp frameworks (no payouts pre-business combination); Nominating committee selects director nominees.
| Committee | Membership | Chair | Key Notes |
|---|---|---|---|
| Audit | McKeage, Pin Tai, Nan Sun | McKeage | Related-party review; auditor oversight; risk management |
| Compensation | McKeage, Pin Tai, Nan Sun | McKeage | Exec pay policies and plans; equity/incentive administration (if applicable post-combination) |
| Nominating | McKeage, Pin Tai, Nan Sun | Nan Sun | Nominee selection; skills/ethics guidelines |
Fixed Compensation
| Component | Amount/Status |
|---|---|
| Annual director retainer (cash) | None paid prior to consummation of a business combination; directors may be reimbursed for out-of-pocket expenses. |
| Committee membership fees | None prior to business combination. |
| Committee chair fees | None prior to business combination. |
| Meeting fees | None prior to business combination. |
Performance Compensation
| Component | Status |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed prior to business combination. |
| Option awards | None disclosed prior to business combination. |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed for directors prior to business combination. |
| Clawbacks/COC provisions | Not disclosed for directors in current proxy; no director compensation prior to business combination. |
Other Directorships & Interlocks
| Company | Listing | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| Goldenstone Acquisition Limited (GDST) | OTC (delisted from Nasdaq in 2025) | Independent Director | Audit Chair; Compensation Chair; Nominating Member | |
| American Education Center, Inc. | OTC-quoted | CEO, Director, Senior Advisor | Not disclosed | External OTC-quoted role; educational services |
| InfoTech USA | OTC-quoted | CEO and Director | Not disclosed | Led restructuring/sale; subsidiary of Digital Angel |
No other current public-company board seats were disclosed beyond GDST.
Expertise & Qualifications
- Deep M&A and corporate finance background; prior public-company executive roles (Digital Angel, InfoTech USA) and investor relations leadership.
- Academic credentials: BA (Rice), MA/PhD (Harvard), Wharton business certificate; taught courses in capital markets and equity analysis.
- Governance experience: Chairs Audit and Compensation; familiar with auditor oversight, related-party review, and compensation frameworks.
Equity Ownership
| Metric | May 28, 2024 (Record Date) | June 3, 2025 (Record Date) |
|---|---|---|
| Shares beneficially owned | 15,000 | 15,000 |
| Ownership % of outstanding | <1% | <1% |
Additional context:
- Sponsor and directors/executives collectively hold 351,250 Private Placement Units (no redemption rights; worthless if liquidated).
- Sponsor paid $0.017 per Founder Share (vs $10.00 per public unit), creating potential return even at lower post-merger share prices.
Governance Assessment
- Strengths: Independent status; chairs two key committees; adequate attendance; formal audit/comp/nom charters and related-party oversight.
- Alignment: Personal ownership is modest (15,000 shares, <1%); broader sponsor holdings and PPUs suggest differing incentives versus public holders.
- Process & controls: Audit committee mandates include pre-approval of auditor services and related-party review; code of ethics in place; independent sessions held.
- Contextual risks for investors:
- RED FLAGS: Securities delisted from Nasdaq and quoted OTC, risking liquidity/coverage and “penny stock” restrictions.
- RED FLAGS: Sponsor’s low-cost founder shares and PPUs may incentivize completion of less favorable deals vs liquidation.
- RED FLAGS: Board/sponsor can purchase public shares around extension votes (cannot vote those shares), potentially impacting redemption dynamics and public float.
- Structural risks: CFIUS review potential; investment company risk if trust funds held long-term; incremental disclosure burdens under 2024 SPAC Rules.
Overall: McKeage’s governance profile reflects independent leadership with chair roles on audit and compensation and acceptable attendance, but investor alignment is constrained by minimal personal ownership amidst SPAC sponsor economics and OTC quotation risk that can impair trading liquidity and market support.