Brian Feldott
About Brian M. Feldott
Brian M. Feldott (age 49) is an independent director of IRRX who has served on the board since November 2021. He chairs the Audit Committee and is designated as the audit committee financial expert; he also chairs the Compensation Committee and the Nominating & Corporate Governance Committee. Feldott is currently CFO of Rise Oil and Gas (since January 2023) and is a CPA (Texas) with an MBA in finance (University of Houston), a BA in economics (University of Texas), and a Master of Legal Studies in oil, gas and energy law (University of Oklahoma). In 2024, he attended 100% of board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rise Oil and Gas | Chief Financial Officer | Jan 2023–present | Current CFO; corporate finance, treasury, accounting leadership |
| East Shore Investments | Chief Financial Officer | 2019–2023 | CFO |
| Newfield Exploration | Treasurer; Finance integration lead (Encana merger) | 2017–2019 | Negotiated/raised $2B unsecured capital; led tax initiative yielding nearly $50M savings; led integration of all finance functions post-merger |
| Newpark Resources | Treasurer & Director of Investor Relations | 2010–2017 | Centralized global treasury; optimized capital structure incl. convertible bonds/credit facilities; secured Tier-1 analyst coverage |
| ExpressJet Airlines | Senior Director of Tax & Treasury | Pre-2010 | Helped lead spin-off from Continental Airlines; built accounting, treasury, tax; financed 274-aircraft fleet |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Rise Oil and Gas | Chief Financial Officer | Jan 2023 | Active operating role concurrent with IRRX directorship |
Board Governance
- Committee assignments and chair roles
- Audit Committee: Chair; members Feldott, Ronald C. Copley, Jason C. Reeves; all meet Exchange Act Rule 10A-3 independence; Feldott is the “audit committee financial expert.”
- Compensation Committee: Chair; members Feldott, Copley, Reeves; all independent.
- Nominating & Corporate Governance Committee: Chair; members Feldott, Copley, Reeves.
- Independence status: Identified as an independent director on the Audit and Compensation Committees.
- Attendance and engagement: In 2024 the Board met 5 times; Audit 4; Compensation 1; Feldott attended 100% of board and committee meetings.
- Tenure on this board: Director since November 2021.
- Clawback policy: Compensation Committee adopted a clawback policy in Nov 2023 tied to financial restatements.
2024 Meetings and Attendance
| Body | Meetings in 2024 | Feldott Attendance |
|---|---|---|
| Board of Directors | 5 | 100% |
| Audit Committee | 4 | 100% |
| Compensation Committee | 1 | 100% |
Fixed Compensation
| Item | Amount | Period/Terms |
|---|---|---|
| Director cash/equity compensation (pre-business combination) | None | Company policy: no compensation of any kind to officers/directors prior to consummation of an initial business combination. |
| Administrative support fee (related-party) | $10,000 per month | Paid to Sponsor for office/administrative support beginning Nov 16, 2021; continues until business combination or liquidation. |
Performance Compensation
| Plan/Metric | Disclosure |
|---|---|
| Equity/bonus metrics for directors (pre-business combination) | Not applicable; directors are not paid prior to an initial business combination under company policy. |
| Clawback triggers | Applies upon financial restatements due to material noncompliance with financial reporting requirements. |
Other Directorships & Interlocks
- No other public company directorships or committee roles for Feldott are disclosed in the company’s filings reviewed.
Expertise & Qualifications
- Financial expert (SEC definition) with deep corporate finance/treasury/accounting experience; designated audit committee financial expert.
- Industry breadth: E&P, oilfield services, airlines; demonstrated capital markets execution ($2B unsecured financing; convertible bonds), tax optimization (~$50M benefits), and post-merger finance integration.
- Credentials: CPA (Texas); BA (Economics, UT Austin); MBA (Finance, University of Houston); Master of Legal Studies (Oil, Gas & Energy Law, University of Oklahoma).
Equity Ownership
| As of Record Date | Shares Beneficially Owned (Brian M. Feldott) | % of Class | Notes |
|---|---|---|---|
| July 2, 2025 | — | — | Footnote indicates Feldott holds an indirect interest in the Sponsor (DHIP Natural Resources Investments, LLC), the record holder of 4,234,840 Class A shares. Total shares outstanding: 5,775,572. |
| August 26, 2025 | — | — | Footnote indicates indirect Sponsor interest; Sponsor recorded as holder of 4,234,840 Class A shares. Total shares outstanding: 5,792,100. |
Context: Sponsor, officers, and directors collectively beneficially owned approximately 73.32% of outstanding common stock as of the special meeting record dates; anchor investors held ~26.23% (excluding any public shares held by anchors).
Governance Assessment
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Strengths
- Independent director with audit committee financial expert designation; chairs Audit, Compensation, and Nominating committees—strong governance skillset concentration.
- Perfect 2024 attendance and evidence of active committee operations; presence of a clawback policy adopted in 2023 enhances accountability.
- Robust finance background across capital markets, treasury, integration, and investor relations—well-aligned with SPAC diligence and oversight needs.
-
Risks and potential conflicts
- SPAC structural incentives: Sponsor, officers, and directors have interests that may diverge from public holders given potential worthlessness of Sponsor equity/warrants if no business combination occurs by the deadline; this can bias decision-making toward completing a deal.
- Concentrated control and voting: Sponsor and insiders collectively controlled ~73% of shares as of 2025 special meeting record dates; anchors ~26% (excluding their public shares), raising checks-and-balances concerns.
- Share purchase mechanics: Insiders, Sponsor, and affiliates may purchase public shares around votes (subject to regulations), potentially influencing outcomes; while permitted, this is a governance sensitivity.
- Related-party payments: The $10,000/month administrative fee to Sponsor constitutes related-party cash flows until a combination or liquidation.
- Ownership alignment: Feldott shows no directly reported beneficial ownership as of record dates, with only an indirect Sponsor interest; while common in SPACs, the absence of direct, at-risk holdings may limit alignment.
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Additional notes
- No family relationships among officers/directors and no disqualifying legal proceedings reported in the past ten years—supports baseline governance hygiene.
- Investor materials identify Feldott as Director & Audit Committee Chair for the post-closing configuration of the proposed Uinta Infrastructure Group transaction.
RED FLAGS: SPAC incentive misalignment (Sponsor/insider upside vs. public redemption), potential vote influence via insider share purchases, heavy insider voting control, and ongoing related-party admin fee to Sponsor.