Ronald Copley
About Ronald C. Copley
Ronald C. Copley is an independent director of Integrated Rail and Resources Acquisition Corp. (IRRX), serving on the board since November 2022. He is a retired senior U.S. Navy intelligence officer with a 34-year career, including leadership roles at the Office of Naval Intelligence and the National Security Agency. He holds a B.S. in Mechanical Engineering from the U.S. Naval Academy (1988) and an M.A. in National Security from the U.S. Naval War College (2002). Age: 58 (as of January 31, 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Director, National Maritime Intelligence Integration Office (DNI) & Commander, Office of Naval Intelligence (U.S. Navy) | Director / Commander | Jun 2021 – Aug 2022 | Led U.S. maritime intelligence integration (civil/military); commanded ONI operations |
| National Security Agency (NSA) | Deputy Director of Operations | May 2019 – Jun 2021 | Senior leadership of global signals intelligence operations |
| U.S. Forces – Afghanistan | Director of Intelligence (J2) | Apr 2018 – Apr 2019 | Led theater intelligence for U.S. forces |
| U.S. Strategic Command (USSTRATCOM) | Director of Intelligence (J2) | Jul 2016 – Apr 2018 | Directed strategic intelligence support to nuclear and global strike missions |
External Roles
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed in the Company’s proxy statement |
| Private/non-profit/academic boards | Not disclosed |
Board Governance
- Independence: The board determined Mr. Copley is independent under NYSE and SEC rules; the board has a majority of independent directors, and independent directors hold regular executive sessions.
- Committee assignments: Member, Nominating & Corporate Governance Committee (Chair: Brian M. Feldott).
- Years of service: Director since November 2022.
- Lead Independent Director: Not disclosed.
- Attendance: Not disclosed.
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Committee Fees ($) | Meeting Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | — | — | — | $0 | $0 |
Supplemental detail (sponsor-linked grant):
- In December 2022, Mr. Copley received from the Sponsor an interest corresponding to 25,000 founder (Class B) shares for his services as a director; this interest had no value at the grant date.
Performance Compensation
| Incentive | Linkage | Trigger/Target | Notes |
|---|---|---|---|
| Sponsor founder share economics via indirect Sponsor interest | Becomes worthless if no Initial Business Combination (IBC) by deadline | IBC deadline referenced as September 15, 2025 in latest proxy | Directors have indirect interests in the Sponsor; Sponsor and directors’ securities become worthless if no IBC by the deadline, creating a deal-completion incentive |
- No PSU/RSU performance metrics, option awards, vesting schedules, or bonus plans disclosed for directors; compensation for 2023 shows $0 and a sponsor-linked interest granted in 2022.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Considerations |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed in the proxy |
Expertise & Qualifications
- Education: B.S., U.S. Naval Academy (1988); M.A., U.S. Naval War College (2002).
- Domain expertise: Senior leadership in defense intelligence, cyber/signals intelligence operations, strategic and theater intelligence; governance exposure via Nominating & Corporate Governance Committee.
- Independence and governance: Determined independent under NYSE/SEC; participates in independent-director sessions.
Equity Ownership
| Holder | Security | Amount | % of Class | Context |
|---|---|---|---|---|
| Ronald C. Copley | Class A Common Stock (beneficially owned) | — | — | No individual Class A beneficial ownership reported for Mr. Copley; he holds an indirect interest in the Sponsor |
| DHIP Natural Resources Investments, LLC (Sponsor) | Class A Common Stock | 4,234,840 | 73.32% (as of 5,792,100 shares outstanding on Aug 26, 2025) | Sponsor is record holder; Sponsor controlled by DHIP NRI Management Partners LLC; directors (incl. Copley) have indirect interests via Sponsor |
| Mr. Copley – Sponsor-linked interest | Class B founder shares (via Sponsor interest) | 25,000 (correspondence) | n/a | Interest had no value at grant date; founder economics typically contingent on IBC |
Notes:
- Outstanding shares context for above: 5,792,100 Class A outstanding as of Aug 26, 2025; Sponsor at 73.32% ownership.
- Earlier records (Apr 22, 2025; Jul 2, 2025) show similar disclosures and that Copley held no directly reported Class A beneficial ownership, with an indirect Sponsor interest.
Governance Assessment
Strengths
- Independent director with deep national security and intelligence leadership experience; adds risk, cyber, and oversight perspective to governance.
- Active member of the Nominating & Corporate Governance Committee, which oversees director qualifications, governance guidelines, and board self-evaluations.
- No compensation committee interlocks or insider participation disclosed.
Potential Conflicts and Risk Indicators
- RED FLAG: SPAC sponsor economics. Mr. Copley holds an indirect interest in the Sponsor; Sponsor and directors’ securities would become worthless if the company fails to complete an Initial Business Combination by the deadline (Sept 15, 2025 in latest proxy). This can incentivize consummating a transaction regardless of quality, a known SPAC governance risk.
- Related-party exposure: Company pays the Sponsor $10,000 per month for administrative support (since Nov 16, 2021) and reimburses Sponsor, officers, and directors for expenses; these arrangements can create perceived conflicts in a prolonged SPAC lifecycle.
- Alignment considerations: 2023 director compensation was $0 from the Company, with prior Sponsor-linked founder share interest (25,000) granted in 2022 with no initial value, concentrating incentives on deal completion rather than long-term TSR or operating metrics.
Unaddressed/Not Disclosed
- Board/committee meeting attendance rates and any Lead Independent Director designation are not disclosed in the excerpts reviewed.
- No disclosures of pledging, hedging, loans, or related-party transactions tied specifically to Mr. Copley beyond the Sponsor link noted above.
References
- Director background, independence, committees, and management/age table:
- Beneficial ownership (Sponsor at 73.32%; individual director beneficial ownership line items):
- Sponsor/insider economic interests and IBC deadline incentive:
- Director compensation (2023 $0; 2022 Sponsor-linked founder interest of 25,000 Class B):