Todd Milbourn

About Todd Milbourn

Todd T. Milbourn (age 56) is an independent director of Mountain Crest Acquisition Corp. V (MCAG), serving on the board since April 2021. He is Vice Dean and the Hubert C. and Dorothy R. Moog Professor of Finance at Washington University’s Olin Business School, with expertise in corporate finance, executive compensation, governance, valuation, and risk-taking; he has also been retained as an expert by private firms and the U.S. Department of Justice. He chairs MCAG’s Audit Committee, is designated the board’s “audit committee financial expert,” and serves on the Compensation Committee.

Past Roles

External Roles

Board Governance

• Independence: The board determined Dr. Milbourn is an independent director under Nasdaq standards and SEC rules. Independent directors hold regular executive sessions.
• Committee assignments:
  • Audit Committee (Chair) — oversees financial reporting, auditor independence/appointment, related-party approvals, risk, compliance, whistleblower procedures, and expense reimbursements.
  • Compensation Committee (Member) — reviews/approves executive pay, administers incentive plans, may retain independent advisers subject to independence evaluation.
• Financial expertise: The board designated Dr. Milbourn as the audit committee financial expert.
• Board composition: Four directors; three are independent (Nelson Haight, Dr. Todd Milbourn, Wenhua Zhang). A majority of independent directors must approve any business combination; related-party transactions require Audit Committee and disinterested director approval.

Fixed Compensation

• No director fee schedule is presented; the proxy states officers and directors receive reimbursement for out-of-pocket expenses incurred on the company’s behalf, subject to Audit Committee review, with any interested director abstaining.
• The company pays the sponsor (affiliates/advisors) up to $10,000 per month for office space, utilities, administrative support (an arrangement that terminates at business combination or liquidation).

Performance Compensation

• The proxy does not disclose director equity grants, options, or performance-based director compensation. It notes that after an initial business combination, compensation decisions would be determined by the post-combination board and disclosed at that time.

Other Directorships & Interlocks

• Mountain Crest SPAC platform: Prior directorships at MCAC, MCAD, MCAE, and MCAF indicate longstanding ties within the Mountain Crest sponsor ecosystem led by Suying Liu.
• Asset management: Director and Audit Committee Chair at the Xanthus Fund at Oppenheimer (Oppenheimer reports over 1,000 financial advisors and >$90B AUA).

Expertise & Qualifications

• Academic credentials: PhD in Finance (Indiana University Kelley, Dec 1995); BA in Economics and Mathematics (Augustana College, May 1991).
• Subject-matter expertise: Corporate finance, corporate governance, executive compensation, valuation, corporate risk-taking; experience as expert for private firms and U.S. Department of Justice.
• Audit Committee Financial Expert designation under SEC rules.

Equity Ownership

Beneficial ownership as of October 7, 2025.

Context:

• Outstanding common shares for quorum/voting at record date: 2,902,004.
• Sponsor (Mountain Crest Global Holdings LLC, controlled by Suying Liu) beneficially owns 2,065,800 shares (71.19%).

Governance Assessment

Positives

• Independent oversight with audit chair role and SEC-designated financial expert; Audit Committee directly approves related-party transactions and oversees auditor independence, risk, and compliance.
• Majority-independent board; any business combination requires approval by a majority of independent directors, reinforcing minority stockholder protections in the SPAC context.
• Section 16(a) compliance: company reports timely filings by insiders, supporting basic governance hygiene.

Risk indicators and potential conflicts (company context relevant to director oversight)

• Sponsor control and incentives: Sponsor holds ~71% and has substantial at-risk founder/private holdings; failure to close a business combination could render these stakes and loans worthless, creating strong incentives to transact, which heightens the importance of independent oversight by the Audit and independent directors.
• Related-party financing: Multiple sponsor promissory notes (non-interest bearing), conversions into equity, and outstanding working capital loans ($1,070,000 principal outstanding across sponsor notes as disclosed) require rigorous Audit Committee scrutiny for fairness.
• Listing/liquidity risk: Securities quoted on OTC; subject to “penny stock” rules, with potential adverse effects on liquidity and attractiveness to merger targets—another factor increasing pressure to consummate a deal.
• CFIUS/national security review risk for U.S. targets could limit deal options and timing; board must monitor regulatory constraints during combination processes.

Implication: Milbourn’s audit chair role and financial expertise are central to mitigating sponsor-related conflicts and ensuring process integrity around related-party transactions and any business combination. His long association across the Mountain Crest SPAC platform improves sponsor familiarity but also underscores the need for demonstrably independent judgment.

Other Notes on Company Processes Relevant to Board Effectiveness

• Independent director executive sessions are scheduled; shareholder communications to the board are facilitated via the corporate secretary.
• No employment agreements; no executive cash compensation disclosed; post-merger compensation decisions to be determined by the combined company’s board and disclosed in SEC filings.

Sources: MCAG DEF 14A, filed Oct 15, 2025.