James Cotton

About James Cotton

James Cotton (age 48) has served on INTE’s board since November 2021. He is an Australian impact entrepreneur and investor, with prior founding and leadership experience across governance, risk and compliance software and purpose-driven technology investing. He holds a Bachelor of Law and Science from the University of Melbourne .

Past Roles

External Roles

Board Governance

• Independence: INTE’s board identified three independent directors (Hutton, Javeri, Thornton); Mr. Cotton is not listed as independent under Nasdaq/SEC rules .
• Committee assignments: Audit Committee members are Hutton (Chair), Javeri, Thornton; Compensation Committee members are Javeri (Chair), Hutton, Thornton. Cotton is not on either committee .
• Director nominations/ES sessions: No standing nominating committee; independent directors (Hutton, Javeri, Thornton) recommend nominees and hold regular independent-only sessions .
• Tenure: Director since November 2021 .
• Re‑election: The 10/28/2024 meeting included a proposal to re‑elect James Cotton as a Class II director until 2027; the board recommended voting FOR, consistent with continuity goals .
• Attendance: Board held 17 meetings in FY2023; all five directors attended the Second Special Meeting (held in lieu of annual meeting). Audit Committee met 4 times in FY2023; Compensation Committee had no meetings .

Board/Committee Activity (FY2023):

Fixed Compensation

• INTE disclosed no cash compensation paid to any directors or officers prior to an initial business combination . The company pays the Sponsor $20,000 per month for office space and administrative support (related‑party arrangement), not a director retainer .

Director Cash and Fees (pre‑business combination):

Performance Compensation

• INTE indicated no compensation of any kind (including equity or incentive awards) would be paid to stockholders, officers, directors, or affiliates to effectuate the business combination prior to closing. Accordingly, no director equity grants, options, RSUs/PSUs, or performance plans were disclosed for Mr. Cotton pre‑merger .

Equity/Incentive Awards (pre‑business combination):

Other Directorships & Interlocks

No public company boards were disclosed for Mr. Cotton; no shared directorships with INTE’s customers/suppliers/competitors were identified in proxy disclosures .

Expertise & Qualifications

• Impact investing, technology, consumer, healthcare sectors; founder/CEO experience in GRC software and investment management .
• Education: Bachelor of Law and Science, University of Melbourne .
• Board skills matrix implications: corporate formation/exit experience; risk/compliance domain knowledge; early-stage investment acumen .

Equity Ownership

• Beneficial ownership table shows no shares directly owned by Mr. Cotton; he is a non‑managing member of Integral Sponsor LLC and disclaims beneficial ownership of shares held by the Sponsor (CEO Enrique Klix is Managing Member and has voting/investment discretion) .
• Sponsor holdings (context): As of 9/19/2024, Sponsor held 2,824,999 Class A shares and one Class B share, representing ~69.4% of outstanding shares; by 9/30/2025, Sponsor/directors/officers collectively held ~87.3% of outstanding shares eligible to vote .

Director Ownership and Sponsor Context:

Pledging/Hedging/Guidelines:

• No pledging or hedging of INTE stock by Mr. Cotton disclosed; no director stock ownership guidelines disclosed .

Governance Assessment

• Committee effectiveness: Mr. Cotton is not on Audit or Compensation; oversight is concentrated among three independent directors, with Audit chaired by Hutton and Compensation chaired by Javeri. Audit met four times in 2023; Compensation had zero meetings, consistent with SPACs lacking pre‑combination comp programs .
• Independence and conflicts: Cotton is not designated independent; as a non‑managing member of the Sponsor that holds control and has extensive related‑party loans and fees, perceived conflicts can arise despite disclaimers. Sponsor loans include a working capital note up to $1.5M ($1,390,335 outstanding as of 6/30/2024) and extension notes; monthly admin fee $20,000 is paid to the Sponsor .
• Voting control and extensions: Sponsor/directors/officers held ~69.4% voting power in 2024 and ~87.3% by 2025, enabling approval of extensions regardless of public stockholder votes; repeated extensions and high redemption rates are governance risk signals in SPACs .
• Market/trading status: INTE securities were delisted from Nasdaq in November 2024 due to the 36‑month SPAC requirement and moved to OTC Pink, potentially impairing liquidity and investor protections .
• Related‑party policy: Audit Committee has a formal policy to review/approve related‑party transactions; directors cannot participate in deliberations where they are related parties .

Red Flags:

• Non‑independent director with Sponsor affiliation (even as non‑managing member), combined with Sponsor control and significant related‑party financing .
• Delisting from Nasdaq and multiple charter extensions to prolong combination timeline .
• High concentration of voting power enabling approvals without broader public shareholder support .

Positive Signals:

• Clear Audit and Compensation Committee structures with independent membership; Audit Committee financial expert designated (Hutton) and adopted charters and clawback advisory responsibilities .

Notes on Director Compensation and Attendance:

• No director-specific cash or equity compensation disclosed pre‑business combination; board/committee activity levels disclosed, but individual attendance rates by director were not specified. All directors attended the key special meeting in lieu of annual meeting .