Colin Richardson
About Colin Richardson
Colin Richardson (age 63) joined the NETD board in June 2024. He is a Managing Director at MA Financial Australia (since 2013), chairs MA Money (a residential mortgage originator), sits on investment committees for MA Financial funds, and serves as a director of Vast Renewables Limited (Nasdaq: VSTE) and various Twynam Group companies. He has over three decades of investment banking experience (Rothschild; Citigroup as Head of M&A for Australia/New Zealand; Deutsche Bank; SG Hambros) and holds a B.A. from Hull University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rothschild | Managing Director | Not disclosed | Strategic advisory/M&A across industries |
| Citigroup (Australia & New Zealand) | Managing Director and Head of M&A | Not disclosed | Led regional M&A; strategic advisory |
| Deutsche Bank | Managing Director in M&A | Not disclosed | Strategic advisory/M&A |
| SG Hambros (Australia/London) | Banker | Not disclosed | Early-career banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MA Financial Australia | Managing Director | Since 2013 | Sits on investment committees for MA Financial funds |
| MA Money | Chairman | Not disclosed | Residential mortgage origination oversight |
| Vast Renewables Limited (Nasdaq: VSTE) | Director | Current | Renewable energy governance; interlock with NETD CFO William J. Restrepo, who is also a VSTE director |
| Twynam Group Companies | Director | Current | Investment oversight |
| Hockey NSW; Hockey Australia; Hockey 1 | Director; Director; Inaugural Chair | Prior service (3 years each at NSW and Australia) | Sports governance and competition leadership |
Board Governance
- Controlled company: NETD is a “controlled company” under Nasdaq rules and is not required to have a compensation committee composed of independent directors; the board has one standing committee, the Audit Committee .
- Audit Committee: Members are Colleen Calhoun and Stephen M. Trauber; Trauber chairs and is the audit committee financial expert; the company intended to add a third independent member within one year of listing .
- Independence: The board determined Calhoun and Trauber are independent; the proxy later refers to “independent directors” collectively owning 150,000 Class F founder shares, which by math implies Richardson is treated as an independent director, though an explicit independence determination naming him was not stated in the 10-K .
- Executive sessions: Independent directors will have regularly scheduled meetings at which only independent directors are present .
- Attendance: Director-specific meeting attendance rates were not disclosed.
| Committee | Richardson Role | Notes |
|---|---|---|
| Audit Committee | Not disclosed | Members: Calhoun and Trauber; Trauber as chair/financial expert |
| Compensation Committee | Not established (not required as controlled company) | Governance framework permits but not required |
| Nominating & Corporate Governance | Not established (permitted) | Governance framework permits but not required |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $0 (pre-business combination) | No cash remuneration to any director prior to consummation of a business combination |
| Committee membership fees | $0 (pre-business combination) | Not disclosed/none before business combination |
| Committee chair fees | $0 (pre-business combination) | Not disclosed/none before business combination |
| Meeting fees | $0 (pre-business combination) | Not disclosed/none before business combination |
| Expense reimbursement | Allowed | Travel/hotel/other expenses reimbursed for board/committee/general meetings |
| Equity – founder shares | 50,000 Class F shares held by Richardson | Independent directors collectively own 150,000 Class F shares issued for an aggregate of $290; Richardson shown with 50,000 |
Performance Compensation
| Component | Terms | Performance Metrics |
|---|---|---|
| Performance-based director awards (RSUs/PSUs/options) | None disclosed | None disclosed |
Other Directorships & Interlocks
| Company | Role | Interlock/Notes |
|---|---|---|
| Vast Renewables Limited (Nasdaq: VSTE) | Director | Interlock: NETD CFO William J. Restrepo also serves as VSTE director |
| MA Financial Australia | Managing Director | Investment committees; potential deal flow influence |
| Twynam Group Companies | Director | Investment oversight |
Expertise & Qualifications
- Three decades of strategic advisory/M&A and finance experience across multiple banks and geographies .
- Current financial services leadership (MA Financial, MA Money) and renewable energy board experience (VSTE), relevant to NETD’s energy transition focus .
- Audit committee-level financial literacy is present on the board; Trauber designated as financial expert, with Richardson’s profile emphasizing strategic advisory depth .
- Education: B.A., Hull University .
Equity Ownership
| Holder | Class/Type | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|---|
| Colin Richardson | Class F founder shares | 50,000 | * (less than 1%) | Based on 38,125,000 shares outstanding at 3/28/2025 |
| Independent directors (aggregate) | Class F founder shares | 150,000 | Not separately stated | Issued for aggregate $290; implied value $1,702,500 at $11.35 per Class A (10/23/2025) |
- Founder share mechanics: Class F founder shares automatically convert to Class B at business combination and are convertible into Class A; founder shares are subject to forfeiture under certain conditions (per Sponsor Letter) .
- Pledging/hedging: Not disclosed.
- Ownership guidelines/compliance: Not disclosed.
Governance Assessment
- Alignment and incentives: Independent directors received founder shares for a de minimis aggregate cost ($290 for 150,000), creating significant upside tied to consummating a transaction—this can bias deal approval decisions, a classic SPAC incentive misalignment risk .
- Controlled company risk: As a controlled company, NETD may not maintain independent-majority boards or independent compensation committees, reducing traditional governance safeguards .
- Independence clarity: The 10-K explicitly names Calhoun and Trauber as independent; Richardson is implied as an independent director in later proxy references but not explicitly designated in the 10-K, leaving some ambiguity for analysts assessing committee eligibility and independence standards .
- Conflicts of interest: The company details fiduciary duties of officers/directors to other entities; for Richardson, roles at MA Financial, Vast Renewables, and Twynam could create target selection or transaction conflicts. The company acknowledges sponsor/officer/director loans convertible into warrants and a monthly $15,000 reimbursement to sponsor, all of which can introduce conflicts not necessarily resolved in shareholders’ favor .
- Related-party constructs: Sponsor Letter includes share forfeiture triggers linked to purchase orders and voting/lock-up obligations for insiders—complex related-party mechanics that may affect governance optics and investor confidence .
- Interlocks: Richardson’s board role at Vast overlaps with NETD CFO Restrepo’s VSTE directorship, increasing information flow but also potential conflicts if NETD considers transactions related to Vast or its ecosystem .
- Audit oversight: Audit committee currently chaired by Trauber with Calhoun as member; Richardson is not disclosed as a member, and the committee awaited a third independent addition—investors may scrutinize whether enhancements occurred and Richardson’s role in financial oversight .
- Attendance: No director-specific attendance rates disclosed; absence of this data limits assessment of engagement.
RED FLAGS
- Founder shares awarded to independent directors for nominal consideration (alignment risk toward any deal) .
- Controlled company exemptions reduce independence/committee safeguards .
- Convertible insider loans and sponsor reimbursements create potential conflicts; company states conflicts may not be resolved in shareholders’ favor .
- Complex sponsor letter forfeiture/conditions and insider voting/lock-up obligations .
- Independence designation for Richardson not explicitly stated in 10-K (ambiguity) .