Christopher John Regan

About Christopher John Regan

Christopher John Regan, 61, was appointed an independent director of Metal Sky Star Acquisition Corporation (MSSA) on January 7, 2025 and has been determined independent under Nasdaq Listing Rule 5605(a)(2) . He currently serves as Director and Head of Trading at KX Power, operating grid-scale batteries in the UK, and is Managing Director of Short‑Term Power Trading at an energy trading software firm, with 20+ years’ energy-sector experience in asset optimization and short‑term power trading . Previously, he was Head of Trading and Operations and Battery Optimization at EDF Energy, where he also developed the PowerShift battery trading platform; he holds a BSc in Physics with Computer Science (University of Southampton) and an EMBA with distinction from INSEAD (Dean’s List) .

Past Roles

External Roles

Board Governance

• Board structure and terms: MSSA’s Board is a single class of five directors, each elected to a two‑year term; Mr. Regan is a nominee for election at the April 2, 2025 Extraordinary General Meeting .
• Independence: The Board determined Mr. Regan is independent under Nasdaq Listing Rule 5605(a)(2) .
• Committees: The Board has an Audit Committee comprised of independent directors; it reviews/ratifies related‑party transactions and selects the independent auditor (UHY LLP) . Specific committee assignments for Mr. Regan are not disclosed in the 2025 proxy or his appointment 8‑K .
• Attendance/engagement: No director attendance metrics are disclosed in the March 17, 2025 proxy (Extraordinary General Meeting focus) .

Fixed Compensation

Note: MSSA’s 2023 proxy indicates no compensation or fees of any kind are paid to founders, management team or their affiliates before a business combination; director fee policy specific to independent directors is not provided in the 2025 proxy .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Energy markets operator: 20+ years in energy sector; short‑term power trading and asset optimization expertise; leadership in grid‑scale battery operations .
• Technology/quant: Algorithmic trading development experience as MD for an energy trading software firm .
• Education: BSc Physics with Computer Science (University of Southampton); EMBA with distinction from INSEAD (Dean’s List) .

Equity Ownership

Governance Assessment

• Strengths

  • Confirmed independent director under Nasdaq rules; no family relationships; no Item 404(a) related‑party transactions involving Mr. Regan disclosed .
  • Deep operational expertise in power markets and battery optimization; relevant to evaluating potential energy/technology targets and operational risk in a de‑SPAC context .

• Concerns / Potential Conflicts

  • Sponsor control: Sponsor owned ~85.3% of outstanding shares as of the record date, controlled by the CEO/Chair; insiders expected to vote in favor of extension and other proposals, which may misalign with public shareholders’ preferences .
  • Pecuniary interest via Sponsor: Mr. Regan has a pecuniary interest through ownership in the Sponsor, whose founder shares and private units would expire worthless if no business combination occurs—creating an inherent incentive to pursue a combination and support extensions .
  • Limited disclosure: No committee assignment for Mr. Regan, no director attendance metrics, and no director fee/equity framework disclosed in the 2025 proxy; reduces transparency into governance effectiveness and alignment .

• Contextual Risk Factors for Investors

  • CFIUS/foreign ownership and “investment company” risks highlighted by MSSA could constrain target selection and timing; prolonged processes increase reliance on extensions and Sponsor financing, amplifying incentive misalignment risks common to SPACs .

Board Governance (Additional Process Notes)

• Audit Committee responsibilities include related‑party transaction oversight and pre‑approval of auditor services; UHY LLP audit fees were $112,750 (2023) and $83,625 (2022) .
• Director terms and nomination process for EGM laid out; slate includes Mr. Regan as an independent nominee .

Employment & Contracts (Director)

• Employment agreements: Company disclosed no written employment agreements with directors and officers (aside from indemnification agreements) in prior proxy .
• No non‑compete/non‑solicit terms were disclosed for directors in cited filings .

Related‑Party Transactions (Oversight and Current State)

• Audit Committee, composed of independent directors, reviews and approves related‑party transactions; criteria include fairness and potential impact on director independence .
• Mr. Regan: Company disclosed no Item 404(a) related‑party transactions and no familial relationships; appointment had no arrangements/understandings with other persons .

Director Compensation (Structure Signals)

• Pre‑combination SPAC policy: No compensation or fees of any kind to founders, management team or their affiliates; directors reimbursed for out‑of‑pocket expenses. Director pay framework (cash/equity) for non‑employee directors not provided in 2025 proxy; post‑combination compensation would be determined by the combined company’s board and disclosed then .

RED FLAGS

• Sponsor influence and overwhelming ownership (~85.3%); directors/insiders expected to vote in favor of extension and other proposals .
• Pecuniary interest via Sponsor for Mr. Regan (alignment risk toward completing a transaction) .
• Lack of disclosure on committee assignments, attendance, and director pay/equity structure in the 2025 proxy .