Say Leong Lim
Chairman, Chief Executive Officer and Chief Financial Officer at GLOBALINK INVESTMENT
CEO
Executive
Board
About Say Leong Lim
Say Leong Lim (age 55) is Chairman of the Board, Chief Executive Officer, and since March 2025 also Chief Financial Officer of Globalink Investment Inc. (GLLI), serving as CEO and Chairman since the company’s inception; GLLI was formed on March 24, 2021 as a SPAC focused on completing a business combination . Lim is a Chartered Management Accountant (CIMA UK, 1991) and holds an MBA from Heriot-Watt University (1997); he is a member of the Malaysian Institute of Accountants and the Chartered Tax Institute of Malaysia, and a Fellow of the Institute of Corporate Directors Malaysia . As a SPAC, GLLI does not disclose operating performance metrics tied to Lim’s compensation (e.g., TSR, revenue, EBITDA) prior to the business combination; executives received no cash compensation before a deal closes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Globalink Investment Inc. (GLLI) | Chairman & CEO | 2021–present | Led SPAC governance and extension processes to allow more time to complete a business combination |
| Globalink Investment Inc. (GLLI) | Chief Financial Officer | Mar 2025–present | Concentrated executive oversight across CEO, CFO, Chairman roles; signed special meeting materials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xtend Digital Sdn Bhd (Malaysia) | Chief Executive Officer | Apr 2023–present | Technology leadership experience |
| LFE Corporation Bhd (Malaysia) | Independent Director | Jun 2021–present | Engineering sector governance |
| Aurora Italia International Bhd (Malaysia) | Independent Non-executive Director | Feb 2019–present | Retail sector board experience |
| Everise Concepts PLT | Co-founder; Advisor | Since May 2010 | Corporate consultancy, real estate, FMCG distribution |
| Caely Holdings Bhd (Malaysia) | Independent Director | Nov 2020–Apr 2022 | Turnaround/restructuring oversight |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary (CEO) | $0 | $0 | No executive cash compensation pre-business combination |
| Bonus (CEO) | $0 | $0 | Not paid pre-business combination |
| Director cash fees | None disclosed; customary fees may be elected but not paid pre-deal | None disclosed | Compensation committee active but no meetings in 2023; no director fees paid pre-deal |
| Admin services fee (Sponsor) | $10,000/month until terminated Sep 30, 2023 | N/A (terminated) | Fee paid to GL Sponsor LLC for office/admin support (SPAC overhead, not executive pay) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable prior to business combination | — | — | — | — | — |
| Notes | GLLI’s proxy states executives receive no cash compensation before a business combination and does not disclose RSUs/PSUs/options tied to performance prior to closing . |
Equity Ownership & Alignment
- Beneficial ownership at May 13, 2025 record date:
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Say Leong Lim | 15,000 | Less than 1% |
| GL Sponsor LLC | 2,835,000 | 76.16% |
| Public Gold Marketing Sdn Bhd (PGM) | 570,000 | 15.31% |
| Shares outstanding (record date) | 3,722,511 | — |
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Insider share grants/escrow and registration rights:
- On Oct 14, 2021, Sponsor transferred 15,000 insider shares to Lim at original purchase price; independent directors received 5,000 insider shares each; CFO received 10,000 insider shares via transfer upon predecessor’s departure .
- Registration rights enable founders/private units holders to demand/piggy-back registrations post-combination, potentially creating selling pressure once lock-ups lapse .
-
Alignment considerations:
- Founders’/private units would expire worthless if no business combination, creating strong incentive to complete a deal; insiders waived rights to Trust Account in liquidation .
- Sponsor, directors, officers, and PGM collectively held controlling voting power at record dates (57.34% in Nov 2024; 92.28% at May 2025 special meeting context), enabling passage of extensions and director elections; this concentration may weaken minority protections .
Employment Terms
- Indemnification agreements for officers/directors to the fullest extent under Delaware law; D&O insurance purchased; charter limits personal liability in certain circumstances .
- No executive employment contracts, severance, change-of-control, clawback, or ownership guideline disclosures prior to business combination; executives received no cash compensation pre-deal .
- Non-compete/non-solicit/garden leave terms not disclosed in the proxy .
Board Governance
- Structure: Classified board with three classes; Lim is Class III director (term expiring at 2025 special meeting) .
- Independence: Board has majority independent directors (Beh, Wong, Lai) and holds regularly scheduled independent-only sessions .
- Committees and roles:
- Audit Committee: Members Beh, Wong, Lai; Chair Lai; all independent .
- Compensation Committee: Members Beh, Wong, Lai; Chair Wong; all independent .
- Nominating/Governance: No standing committee; independent directors recommend nominees per Nasdaq rules .
- Attendance: Board held 21 meetings and acted by consent 21 times in 2023; no director attended fewer than 75% of meetings/committees .
- Dual-role implications:
- Lim holds Chairman, CEO, and (since Mar 2025) CFO roles, concentrating authority; while committees are independent, the CEO-Chairman-CFO combination raises potential independence/governance concerns for oversight .
Related Party Transactions
| Date | Counterparty | Instrument/Type | Amount | Terms/Purpose |
|---|---|---|---|---|
| Aug 19, 2021 | GL Sponsor LLC | Purchase of 2,875,000 founder shares | $25,000 total (~$0.009/sh) | Founders’ equity; part of SPAC structure |
| Oct 14, 2021 | GL Sponsor LLC → Lim | Transfer of insider shares | 15,000 shares | Insider allocation at original purchase price |
| Sep 5, 2023; Sep 29, 2023; Nov 7/11, 2023 | Sponsor affiliate | Advances for trust extensions | $130,000 each, total $390,000 | Recorded as due to affiliate; extension deposits/working capital |
| Mar 3, 2023 | PGM | Promissory note (extension fees) | $390,000; 6% interest | Repayable upon business combination |
| Mar 23, 2023 | PGM | Promissory note (working capital) | Up to $250,000; 6% interest | Fully drawn by 12/31/2023 |
| Jun 2, 2023 | PGM | Promissory note (working capital) | Up to $700,000; 6% interest | Fully drawn by 12/31/2023 |
| Oct 10, 2023 | PGM | Promissory note (working capital) | $250,000; 6% interest | Fully drawn by 12/31/2023 |
| Dec 8, 2023 | PGM | Promissory note (working capital) | $110,000; 6% interest | Fully drawn |
| Jan 5, 2024; Jan 25, 2024; Feb 22, 2024; Apr 4, 2024; Jun 5, 2024; Aug 14, 2024 | PGM | Promissory notes (working capital) | $250k; $300k; $300k; $300k; $400k; $300k | 6% interest; repayable upon business combination |
| Oct 3, 2024 | PGM | Promissory note (working capital) | $300,000 | Repayable upon business combination |
| As of 12/31/2023; 3/31/2024 | PGM | Total promissory note liability | $1,757,255; $3,340,649 | Financing dependency on affiliate |
| IPO–Sep 30, 2023 | GL Sponsor LLC | Admin services fee | $10,000/month; terminated Sep 30, 2023 | Office space/utilities/support |
- Conflict considerations: Insiders/Sponsor/PGM will not receive Trust Account funds upon liquidation; founder shares/private units become worthless without a deal, creating incentives to extend/vote for completion; Sponsor/insiders expected to vote in favor of extensions and elections .
Employment Terms (Severance/Change-of-Control/Clawbacks)
- Severance multiples, change-of-control triggers (single/double), accelerated vesting, clawback provisions, tax gross-ups: not disclosed in the proxy; executives not paid prior to business combination .
Performance & Track Record
- SPAC status: No operating performance metrics disclosed tied to executive pay; approximately $30.04 million was held in the Trust Account as of Nov 7, 2024 .
- Event processes led/signed by Lim: Notices and proxy materials for 2024–2025 extensions and director elections were issued under Lim’s authority .
Board Service History and Roles (Director-specific)
- Years on GLLI Board: Since inception; Class III director (up for re-election at 2025 special meeting) .
- Committee memberships: Lim is not listed as a member of Audit or Compensation Committees; these are composed of independent directors .
- Chair positions: Lim serves as Chairman of the Board; Audit Committee chaired by Lai; Compensation Committee chaired by Wong .
- Independence status: Lim is not independent due to executive roles; Board maintains majority independence .
- Meeting attendance: No director attended fewer than 75% in 2023 .
- Executive-only sessions: Independent directors hold regularly scheduled sessions without management .
Director Compensation (for Lim and Board)
| Component | Disclosure |
|---|---|
| Annual cash retainer | None paid prior to business combination |
| Meeting fees | Not disclosed; no compensation paid pre-deal |
| Committee membership/chair fees | Not disclosed; no compensation paid pre-deal |
| Equity grants | Insider shares transferred at original purchase price: Lim 15,000; independent directors 5,000 each; CFO 10,000 via predecessor transfer |
| Ownership guidelines | Not disclosed |
Compensation Structure Analysis
- All-cash and equity awards (salary/bonus/RSUs/options) are not paid prior to business combination; compensation committee did not meet in 2023, reflecting SPAC norms .
- No evidence of repricing/modification of equity awards, tax gross-ups, discretionary bonuses, or shifts from options to RSUs disclosed pre-deal .
- Post-business combination compensation may be determined by the combined company’s board and disclosed via Form 8-K at that time .
Risk Indicators & Red Flags
- Concentration of roles: Lim simultaneously serves as Chairman, CEO, and CFO since Mar 2025, raising oversight concentration risks despite independent committees .
- Sponsor/insider incentives: Founder shares/private units become worthless without a deal; insiders waived Trust Account rights in liquidation, creating potential conflicts relative to public shareholders .
- Control of voting outcomes: Sponsor/insiders/PGM controlled 57.34% (Nov 2024) and ~92.28% (May 2025 special meeting context) of shares, facilitating extensions/elections and reducing minority influence .
- Listing risk: Nasdaq rules require SPACs to complete a business combination within 36 months; failure triggers immediate suspension/delisting after Dec 9, 2024, potentially impairing deal execution and liquidity .
- Financing dependency: Extensive related-party promissory notes and extension loans from PGM/Sponsor affiliates at 6% interest; reliance on affiliates for working capital .
Compensation Peer Group, Say-on-Pay, Shareholder Feedback
- Peer group, target percentile, say-on-pay results, shareholder proposals, and engagement: not disclosed in the 2024 special-meeting proxy; executives received no cash compensation pre-deal .
Expertise & Qualifications
- Credentials: CIMA UK (1991), MBA (1997), MIA and Chartered Tax Institute memberships; Fellow, Institute of Corporate Directors Malaysia .
- Domain experience: 30 years across IPOs, RTOs, M&A, restructuring, financing, and operational controls in Malaysia/Singapore/Indonesia/Hong Kong/Mainland China/Australia .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Globalink Investment Inc. | Chairman & CEO; CFO (from Mar 2025) | 2021–present | SPAC leadership; multiple extensions |
| Xtend Digital Sdn Bhd | CEO | Apr 2023–present | Technology company |
| Aurora Italia International Bhd | Independent Non-executive Director | Feb 2019–present | Retail board role |
| LFE Corporation Bhd | Independent Director | Jun 2021–present | Engineering board role |
| Everise Concepts PLT | Co-founder; Advisor | Since May 2010 | Consultancy/real estate/FMCG distribution |
| Caely Holdings Bhd | Independent Director | Nov 2020–Apr 2022 | Public company governance |
Compensation Committee Analysis
- Membership: Beh, Wong, Lai; Chair: Wong; all independent .
- Consultant policy: Committee may retain independent compensation advisors; independence factors considered per Nasdaq/SEC .
- Activity: No meetings or actions in 2023; consistent with SPAC practice of no executive pay pre-combination .
Investment Implications
- Governance concentration: Lim’s combined Chairman/CEO/CFO roles heighten key-person and oversight risks; independent committees partially mitigate but investors should monitor post-combination governance structure .
- Event-driven dynamics: Sponsor/insider control and founder-share economics strongly bias toward completing a deal; extensions and related-party financing suggest continued pursuit, but Nasdaq delisting risk and high redemptions could constrain execution and liquidity .
- Alignment: Lim’s personal stake is modest (15,000 shares), while Sponsor/PGM hold dominant positions; public holders should assess terms of any proposed business combination, dilution, and lock-up/registration timing given potential post-close selling pressure from founders/private units .