Stefan Dodov
About Stefan Dodov
Independent director of Healthcare AI Acquisition Corp. (HAIA) since December 28, 2023; age 36; background in international legal compliance and governance. Education: LL.B (2011) and LL.M (2015), Ss. Cyril and Methodius University; LL.M (2016), The Ohio State University Moritz College of Law. Prior roles include compliance advisory and corporate counseling in China-focused law firms and consulting, with current roles in a SPAC and an expert network organization, reflecting cross-border regulatory expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AllBright Law Offices | Compliance Advisor | Dec 2018 – May 2020 | Compliance advisory; China regulatory context |
| Junzejun Law Firm | Corporate Counselor & Client Manager | Jun 2018 – Dec 2018 | Corporate advisory; client management |
| Hawk Consulting | Legal Compliance Consultant | Sep 2016 – Apr 2018 | Legal compliance consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alkaid Acquisition Corp (SPAC) | Independent Director | Jan 2022 – Present | N/A disclosed |
| BCC Global (expert network) | Manager & Director | May 2020 – Present | Market research governance/operations |
Board Governance
- Independence: The Board determined Dodov is independent under Nasdaq and SEC rules; HAIA’s audit, compensation, and corporate governance/nomination functions are performed entirely by independent directors .
- Committee memberships:
- Audit Committee: Member; chair is Nat Y. Chan; all members independent and financially literate .
- Compensation Committee: Member; chair is Manuel C. Menendez III; all members independent; charter allows retention of independent advisors and outlines executive/director pay oversight .
- Nominating/Corporate Governance: No standing committee; majority of independent directors (including Dodov) recommend nominees; independent-only sessions are regularly scheduled .
- Fiduciary/conflict framework: Cayman law duties summarized; HAIA renounces overlapping corporate opportunity claims to mitigate conflicts where directors have obligations to other entities; fairness opinions required if combining with an affiliate .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | None | “None of our executive officers or directors have received any cash compensation for services rendered” (pre-business combination) |
| Committee membership fees | None | No director cash fees disclosed |
| Committee chair fees | None | Not disclosed; no director cash compensation |
| Meeting fees | None | Not disclosed; no director cash compensation |
| Reimbursements | Out-of-pocket expenses reimbursed; quarterly audit committee review | Applies to sponsor/executive officers/directors; paid from funds outside trust |
| Administrative services | $10,000/month to former sponsor; waived at handover; new sponsor charges none | Historical sponsor admin fee accrued $177,095; former sponsor waived; new sponsor not charging |
Performance Compensation
| Instrument/Plan | Grant Status | Metrics | Clawback |
|---|---|---|---|
| Equity awards (RSUs/PSUs/options to directors) | None disclosed | N/A | Board adopted a Clawback Policy pursuant to Exchange Act §10D; filed as exhibit |
| Executive/director incentive plans | Not administered for SPAC directors pre-combination | N/A | Compensation Committee charter governs future incentive plans post-combination |
No performance-based pay or equity grants are disclosed for non-employee directors prior to the initial business combination; any post-combination compensation would be determined by the combined company and disclosed at that time .
Other Directorships & Interlocks
| Person | External Board/Role | Interlock with HAIA |
|---|---|---|
| Stefan Dodov | Director, Alkaid Acquisition Corp (SPAC) | Interlock: HAIA’s CEO/Chair Jiande Chen is also CEO/Director of Alkaid Acquisition Corp, creating multi-SPAC overlap among HAIA directors |
| Stefan Dodov | Manager/Director, BCC Global | Operational role, not a public company board |
Expertise & Qualifications
- Legal and compliance expertise across China and international settings (law firms and consulting) .
- Academic credentials with dual LL.M degrees and LL.B supporting regulatory governance .
- SPAC governance experience via Alkaid Acquisition Corp .
Equity Ownership
| Holder | Class B Shares Beneficially Owned | % of Class B | Class A Shares Beneficially Owned | % of Class A | Voting Control % |
|---|---|---|---|---|---|
| Stefan Dodov | “–” (less than one percent) | * | “–” (less than one percent) | * | “–” |
| All officers and directors (group) | “–” | “–” | “–” | “–” | “–” |
| Meteora Capital, LLC (for context) | N/A | N/A | 119,994 (as of Sep 17, 2025) | 2.2% | 2.2% |
- “Less than one percent” indicated for Dodov; the proxy tables do not quantify individual director share counts, reflecting minimal personal skin-in-the-game . A similar pattern appears in the FY2024 10-K ownership table (grouped leadership <1%) .
- No pledging or hedging disclosures specific to Dodov; HAIA states it has not adopted an insider trading policy, a governance gap for a listed company .
Governance Assessment
-
Strengths:
- Independent director; sits on both Audit and Compensation Committees; committees fully independent and operating under adopted charters .
- Clawback Policy adopted, aligning with SEC §10D expectations .
- Independent-only sessions regularly scheduled, supporting board oversight .
-
Potential Conflicts/Alignment Risks:
- Multi-SPAC interlocks: Dodov is a director at Alkaid Acquisition Corp while HAIA’s CEO/Chair is also CEO/Director of Alkaid; overlapping mandates may create corporate opportunity conflicts despite HAIA’s renunciation provisions .
- Founder-share control: Initial shareholders collectively hold ~95% of outstanding ordinary shares; board-aligned sponsors intend to vote in favor of extension proposals, potentially diluting public shareholder influence and raising independence optics in key votes .
- Minimal disclosed personal ownership: Dodov’s beneficial ownership is less than 1%, limiting direct alignment via equity exposure .
- Insider trading policy: HAIA explicitly notes it has not adopted an insider trading policy, a notable governance red flag for market participants .
-
Compensation Signals:
- No director cash or equity compensation pre-business combination, and no committee/meeting fees; while conservative, it removes pay-for-performance levers and traditional alignment mechanisms until after a deal closes .
- Sponsor administrative fees historically accrued (and later waived) underscore reliance on sponsor support versus board-level compensation structures .
-
Related Party/Initial Shareholder Interests:
- Directors/officers and sponsors hold founder shares and private placement warrants with differing economic outcomes versus public shares; the extension loans ($0.10 per non-redeemed Class A per month) serve sponsor interests in preserving founder economics until March 14, 2026, elevating perceived conflicts relative to public redemptions .
RED FLAGS: No insider trading policy ; overlapping SPAC roles (Alkaid) among HAIA directors ; founder-share voting control (~95%) in extension processes ; minimal director personal ownership (<1%) .