Peter Ding
About Peter Ding
Independent director since October 2021 (age 56 in 2024). Chartered Accountant (ICAEW) with 25+ years in M&A and investment banking (Morgan Stanley, Barclays, UBS), currently Senior Advisor for Greater China at Rothschild & Co.; independent director at CMB International Finance Limited. Education: B.A. Fudan University (1989); exchange at University of Leeds (1987–1988); ICAEW qualification (June 1995) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley | Managing Director, Co-Head of M&A for Asia | Jan 2008 – Sep 2010 | Senior origination and execution . |
| Barclays PLC | Managing Director, Head of Greater China Investment Banking | Sep 2010 – Dec 2014 | Coverage and origination . |
| UBS AG | Investment Banking Department, including Managing Director | Apr 2001 – Dec 2007 | Coverage/execution . |
| ING Barings (Hong Kong) | Various roles up to Director-level | Feb 1996 – Mar 2001 | Coverage/execution . |
| Ernst & Young | Accountant | Jan 1992 – Jun 1995 | Audit/accounting groundwork . |
| Quintus Partners | Founding Partner | Jan 2015 – Aug 2018 | Cross-border advisory/private placements . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rothschild & Co. | Senior Advisor, Greater China; member, Asia Pacific Executive Committee | Exec Vice Chairman GC (Sep 2018 – Apr 2021); Senior Advisor thereafter | Senior client coverage and origination . |
| CMB International Finance Limited (subsidiary of China Merchants Bank) | Independent Director | Since Jan 2020 | Independent oversight . |
Board Governance
- Independence: Board determined Mr. Ding is independent under Nasdaq rules; independent alongside William Chu and Prof. Albert Yu, while Kenneth Wong (CEO/Chair) and Alex Davidkhanian (CFO/Director) are not independent .
- Committees: Audit (member; designated Audit Committee Financial Expert), Compensation (member), Nominating (member). All committee members met Nasdaq/SEC independence standards .
- Committee chairs: Compensation chaired by Prof. Albert Cheung‑Hoi Yu; Nominating chaired by Prof. Ronald Adolphus Li .
- Board/Committee activity: For FY 2023, Board held zero meetings (resolutions via written consent). Audit, Compensation, and Nominating Committees each held zero meetings in FY 2023 .
- Board structure: Single class, five directors, each elected for one-year terms; nominees in 2024 included Ding (age 56) .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (director) | $0 prior to closing of initial business combination | |
| Committee membership/Chair fees | $0 prior to business combination | |
| Meeting fees | $0 prior to business combination | |
| Equity grants (RSUs/Options/DSUs) | None prior to business combination | |
| Reimbursement | Out-of-pocket expenses reimbursed; no cap disclosed | |
| Employment agreements | None with directors (indemnification agreements only) | |
| Retirement/Resignation plans | None |
Performance Compensation
| Element | Status | Performance Metrics |
|---|---|---|
| Short/long-term incentive (director) | None prior to business combination | N/A |
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Overlap/Interlock Considerations |
|---|---|---|---|
| CMB International Finance Limited | Independent Director | Private subsidiary of listed bank | Financial services network; no KVAC transaction disclosed . |
| Rothschild & Co. | Senior Advisor; APAC Executive Committee | Public (Paris-listed) | Advisory firm affiliation; any KVAC related-party engagement would fall under related-party review policy; none disclosed . |
Expertise & Qualifications
- Chartered Accountant (ICAEW, 1995); deep M&A and investment banking expertise across Morgan Stanley, Barclays, UBS; cross-border transaction experience .
- Education: B.A. Fudan University (1989); exchange at University of Leeds (1987–1988) .
- Designated Audit Committee Financial Expert at KVAC, indicating financial reporting and audit oversight credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | As-of |
|---|---|---|---|
| Peter Ding | 22,500 | <1% | Record date for 2024 DEF 14A (19,366,075 shares o/s) . |
| Peter Ding | 22,500 | <1% | Record date for 2025 DEF 14A (10,820,727 shares o/s) . |
- Insider trading/filings: Form 3 filed Aug 2, 2023, reported 0 ordinary shares beneficially owned at that time .
Related Party Exposure and Policies
- Pre-existing fiduciary/contractual obligations: Ding serves as Senior Advisor at Rothschild & Co., disclosed as an external commitment alongside other directors’ affiliations .
- Related-party transaction oversight: Audit Committee (independent directors) reviews/approves related-party transactions ≥$120,000; conflicted directors recuse; factors include fairness, independence impact, and conflict size .
- Insider voting commitments typical to SPACs: All existing shareholders (including directors) agreed to vote insider and private shares in favor of any initial business combination and to waive liquidation distributions on pre‑IPO shares (purchases post‑IPO may be redeemed/participate in liquidation) .
Governance Assessment
-
Strengths
- Financial oversight: Ding is the designated Audit Committee Financial Expert, enhancing audit and financial reporting oversight .
- Independence: Ding is affirmatively determined independent; all standing committees are composed of independent directors .
- Relevant dealmaking expertise: 25+ years across top-tier investment banks and advisory roles .
-
Potential Risk Indicators
- Board/committee activity: Zero Board and committee meetings in FY 2023 (actions by written consent), limiting observable engagement metrics for investors .
- SPAC insider alignment mechanics: Directors/shareholders agreed to vote insider and private shares in favor of any business combination and waived liquidation rights on pre‑IPO shares, which can structurally influence transaction approval dynamics .
- External affiliations: Ongoing role at Rothschild & Co.; while no related-party transactions are disclosed, any future engagement would be subject to audit committee review under related-party policy .
-
Ownership alignment
- Individual stake: Ding beneficially owns 22,500 shares (<1%); sponsor (KVC Sponsor LLC) holds a large stake (e.g., 39.5% in 2025), concentrating influence with sponsor rather than independent directors .