Mark Michel

About Mark Michel

Mark A. Michel is Chief Executive Officer and Chairman of Integrated Rail and Resources Acquisition Corp. (IRRX) and has served as CEO/Chair since November 2022; previously he was President & COO (Mar 2021–Nov 2022) and Vice Chairman (Nov 2021–Nov 2022) . He is 51 (as of FY2024), holds a B.A. in political science from Auburn University and an MBA in finance from the University of Miami, and previously served more than 20 years as a U.S. Navy officer with White House National Security Council staff experience . IRRX disclosed a material weakness in internal controls related to trust redemptions for FY2024, which management plans to remediate . He signs IRRX periodic reports as CEO/Chair and Principal Executive Officer .

Past Roles

External Roles

Fixed Compensation

Administrative support agreement: IRRX agreed to pay the Sponsor $10,000/month starting Nov 10, 2021 for office/administrative services; the Sponsor waived $120,000 for 2024 and $120,000 for 2025 and seven payments totaling $70,000 for 2023 .

Performance Compensation

IRRX is a SPAC and discloses no executive equity awards (RSUs/PSUs/options) or incentive payouts pre-business combination; no employment agreements are in place .

Sponsor/insider economics relevant to incentives and potential selling pressure:

Extension/deadline incentive mechanics (SPAC-specific):

• Sponsor, officers, directors collectively owned 4,234,840 shares and 9,400,000 private placement warrants that would become worthless if IRRX fails to complete a business combination by the stated deadlines (which shifted via extensions), and they waived redemption rights on these securities .

Clawback:

• Compensation Committee adopted a clawback policy in November 2023 covering restatements due to material noncompliance with securities-law financial reporting requirements .

Equity Ownership & Alignment

Additional alignment details:

• Company 10-K shows Sponsor as record holder of 4,234,840 shares (70.58% at 12/31/2024) and does not attribute beneficial ownership individually to Michel; notes indirect interests for directors through Sponsor .
• Lock-ups/transfer restrictions on founder shares and private warrants (see above) align insiders with de-SPAC completion and post-combination share performance thresholds .

Hedging/pledging:

• No pledging or hedging disclosures for Michel found in filings reviewed -.

Ownership guidelines (executive/director):

• No stock ownership guidelines for executives or directors disclosed in the 10-K .

Employment Terms

Board Governance

• Roles and independence: Michel is both CEO and Chairman (combined role); independent directors are Brian M. Feldott, Ronald C. Copley, and Jason C. Reeves .
• Committee structure and chairs:
  • Audit Committee: Members Feldott, Copley, Reeves; Chair Feldott; Feldott is audit committee financial expert; all are independent .
  • Compensation Committee: Members Copley, Reeves, Feldott; Chair Feldott; all independent; charter adopted; pre-de-SPAC policy is no comp other than admin fee to Sponsor .
  • Nominating & Corporate Governance Committee: Members Copley, Reeves, Feldott; Chair Feldott .
• Attendance: In 2024, the Board held 5 meetings; Audit 4; Compensation 1; 100% attendance by all directors at board and committee meetings .
• Executive sessions: Independent directors will have regularly scheduled meetings; Lead Independent Director not disclosed .

Director Compensation (Board Service)

• Pre-business combination policy: “No compensation of any kind…will be paid to our Sponsor, officers and directors…prior to, or in connection with…consummation of our initial business combination” (other than administrative support payments to Sponsor) .
• Independent director sponsor interests: Prior filings show independent directors received interests in the Sponsor corresponding to 25,000 founder shares (no value at grant), rather than cash retainers .
• Michel (executive/Chair): No separate director fees disclosed pre-de-SPAC .

Related Party Transactions and Conflicts

• Administrative Support Agreement: $10,000/month to Sponsor; Sponsor waived 2024 and 2025 amounts ($120k each) and seven 2023 payments ($70k) .
• Sponsor loans: As of 12/31/2024, outstanding promissory notes of $5,393,225, $390,000, $17,935 and advances of $100,770; may repay at de-SPAC; audit committee reviews related payments quarterly .
• Private Placement Warrants: 9,400,000 purchased by Sponsor for $9.4M; expire worthless if no business combination .
• Corporate opportunity waivers/conflicts: Charter renounces corporate opportunities offered to directors/officers unless offered solely in their IRRX capacity; multiple affiliations (DHIP Group; CommonGood Capital) are disclosed; fairness opinions required for affiliated de-SPACs .
• Certifications and signings: Michel signs as CEO/Chair on periodic filings and 8-Ks .

Performance & Risk Indicators

• Internal controls: Material weakness for FY2024 in controls around trust redemptions; remediation plan underway .
• Legal proceedings: None disclosed for Michel in the last ten years .
• SPAC deadline pressure: Proxies emphasize that insider-held founder shares and private placement warrants would become worthless if IRRX does not consummate a business combination by the stated deadlines, creating potential incentive misalignment with public shareholders .
• Capital structure incentives: Founder share and warrant lock-ups tie insider economics to de-SPAC and post-close price performance thresholds .

Compensation Structure Analysis

• Cash vs equity mix: Zero cash comp to executives pre-business combination; compensation is effectively at-risk via Sponsor equity/warrants rather than company-paid awards .
• Shift to RSUs/options: No company RSU/option grants to executives disclosed pre-de-SPAC .
• Discretionary bonuses: None disclosed .
• Clawback: Adopted in Nov 2023; governance-positive .
• Repricing/modification: None disclosed -.

Say-on-Pay & Shareholder Feedback

• Say-on-Pay votes not applicable/disclosed for pre-de-SPAC stage; no executive compensation paid .

Expertise & Qualifications

• Education: Auburn University (B.A., Political Science); University of Miami Herbert School of Business (MBA, Finance) .
• Technical/sector expertise: Infrastructure investing (energy, transport, water/wastewater) at DHIP Group; capital markets and structured finance at Drexel Hamilton; national security/operations leadership in Navy/NSC .

Work History & Career Trajectory

• IRRX roles: CEO & Chairman since Nov 2022; previously President & COO and Vice Chairman .
• Prior employers: DHIP Group (Managing Partner), Drexel Hamilton (MD, Head of Project & Structured Finance), Corporate Capital Trust (capital raising/structuring), U.S. Navy and White House NSC .

Compensation Committee Analysis

• Composition: Independent directors (Feldott chair; members Copley, Reeves) .
• Consultant use: Permitted by charter, subject to independence assessment .
• Clawback adoption: Nov 2023 .
• Pre-de-SPAC constraints: No officer/director compensation beyond admin fees; committee mainly prepares for potential post-de-SPAC programs .

Employment Terms (Detailed Table)

Equity Ownership Snapshot (By Filing)

Additional Noteworthy Disclosures

• Audit Committee financial expert: Brian M. Feldott .
• Board/committee attendance: 100% in 2024; 5 board meetings; Audit 4; Compensation 1 .
• Convertible note execution: Michel signed company note documents as CEO where applicable .
• 8-K officer updates: Michel signed Item 5.02 appointing a Chief Administrative Officer (June 12, 2025) .

Investment Implications

• Strong sponsor-aligned incentives: Founder shares and 9.4M private warrants are valuable only upon consummating a deal; this creates pressure to complete a transaction and can misalign with public shareholders’ risk/return if target quality is weak .
• Governance balance: Combined CEO/Chair role with independent committees and 100% attendance; nonetheless, absence of a Lead Independent Director and high sponsor control (>70% at various points) reduce independent counterweights pre-de-SPAC .
• Clean pay optics, future uncertainty: Zero executive cash pay pre-de-SPAC and an adopted clawback are positives; however, post-merger compensation frameworks and potential consulting/management fees will be determined by the new board and could reset alignment—monitor de-SPAC proxy for plan design, performance metrics, severance/CIC terms .
• Control/operational risk: FY2024 material weakness in internal controls (trust redemption calculations) introduces execution risk until remediated—watch for remediation milestones and any repeat findings .
• Trading signals to monitor: De-SPAC timeline extensions and related 8-Ks/DEF 14A updates (insiders’ stakes at risk if deadline lapses), lock-up expirations ($12 price test/1-year clock), and any new compensatory arrangements on Item 5.02 8-Ks upon transaction close .