Mitchell Cariaga
About Mitchell Cariaga
Mitchell Cariaga, 64, has served as an independent director of Oak Woods Acquisition Corporation (OAKU) since February 2023, and is the chair of the Audit Committee as well as the board-designated “audit committee financial expert” under SEC rules . His background spans mergers and acquisitions, capital markets, algorithmic trading, and risk management; he holds a master’s degree in theology from Grace Theological Seminary and a bachelor’s degree in history from California State University . Independent directors at OAKU hold regularly scheduled executive sessions without management, reinforcing board independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brilliant Acquisition Corporation (NASDAQ: BRLI) | Independent Director | Aug 2019 – Feb 2022 | SPAC governance; contributed to IPO and M&A readiness |
| Orange Grove Trading Company | President | 2007 – Present | International capital markets consulting; led cross-functional risk teams |
| Title Trading (consulting engagement) | Risk/Algo Trading Lead | 2008 – 2015 | Built and managed international trading teams; developed algorithmic strategies |
| Asian American Financial Insurance Services (China) | Trading Desks Lead | 2002 – 2008 | Built 600+ trader desks; led market risk modeling across asset classes |
| Proprietary Trading | Principal | 1998 – 2002 | Developed high-confidence trading models; instructor for Online Trading Academy |
| Citrus Grove Capital, LLC | General Partner | Present | Hedge fund GP; capital markets and risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Citrus Grove Capital, LLC | General Partner | Present | U.S.-based hedge fund |
| Orange Grove Trading Company | President | 2007 – Present | Consulting for international capital markets |
Board Governance
- Independence: Cariaga is classified as an “independent director” under Nasdaq standards; the board’s three committees (Audit, Nominating, Compensation) are composed solely of independent directors .
- Audit Committee: Members—Lauren Simmons, John O’Donnell, Mitchell Cariaga; chair—Mitchell Cariaga; all financially literate; Cariaga designated “audit committee financial expert.” Responsibilities include auditor oversight, pre-approval of services, independence review, audit partner rotation, annual quality-control reports, and related-party transaction approvals per Item 404 of Regulation S-K .
- Nominating Committee: Members—Lauren Simmons (chair), John O’Donnell, Mitchell Cariaga; committee held zero meetings during FY 2024; charter emphasizes achievements, ethics, professionalism, and diverse skills in board nominations .
- Compensation Committee: Members—Lauren Simmons, John O’Donnell (chair), Mitchell Cariaga; charter covers CEO and executive pay oversight, incentive plan administration, proxy disclosures, and director remuneration reviews .
- Engagement signal: Cariaga served as a named proxy for extraordinary general meetings and signed EGM attendance sheets alongside the Chair/CEO, evidencing active involvement in shareholder processes .
- Executive sessions: Independent directors hold regularly scheduled sessions without management .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $0 | “None of the Company’s officers or directors has received any cash compensation for services rendered” |
| Committee membership fees | $0 | No director cash compensation disclosed |
| Committee chair fees | $0 | No director cash compensation disclosed |
| Meeting fees | $0 | No director cash compensation disclosed |
| Expense reimbursement | Entitled | Officers/directors entitled to reimbursement of out-of-pocket expenses related to business combination; aggregate out-of-pocket expenses and outstanding loans approx. $3,777,261 (Sep 2025); previously approx. $1,492,700 (Mar 2025) |
Performance Compensation
| Metric/Instrument | Award Type | Performance Metrics | Terms/Notes |
|---|---|---|---|
| Stock awards/options | None disclosed | N/A | Company disclosed no cash compensation and did not record share-based compensation expense for assignments until a liquidity event is probable per ASC 718 |
| Performance metrics (TSR, EBITDA, ESG) | None disclosed | N/A | No director performance-based metrics disclosed |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Overlap/Interlock |
|---|---|---|---|
| Brilliant Acquisition Corporation | NASDAQ: BRLI | Independent Director | Prior SPAC; no disclosed interlock with OAKU counterparties |
Expertise & Qualifications
- Financial, trading, and risk management expertise across equities, FX, commodities, and bonds; led algorithmic trading development and risk modeling teams .
- M&A and capital markets experience in U.S. and Asia; SPAC board experience; designated as audit committee financial expert .
- Education: Master’s in theology (Grace Theological Seminary); Bachelor’s in history (California State University) .
Equity Ownership
| As-of Date (Record) | Security Class | Shares Beneficially Owned | Aggregate Shares | Approximate % of Outstanding |
|---|---|---|---|---|
| Sep 11, 2025 | Class B Ordinary Shares | 10,000 | 10,000 | <1% (“*”) |
| Mar 6, 2025 | Class B Ordinary Shares | 10,000 | 10,000 | <1% (“*”) |
- Founder shares assignment: On Oct 25, 2022, sponsor assigned 10,000 Class B founder shares to each independent director, including Mitchell Cariaga; subject to lock-up until the earlier of (i) one year after the initial business combination or (ii) sustained share price ≥ $12.50 for 20 of 30 trading days commencing six months after the business combination; company did not record share-based compensation expense pending liquidity event probability under ASC 718 .
- Pledging/hedging: No pledging or hedging disclosures identified for Cariaga .
- Ownership guidelines: Not disclosed .
Governance Assessment
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Strengths:
- Independent director and audit chair with formal “financial expert” designation; all board committees solely independent .
- Regular executive sessions of independent directors, supporting board oversight quality .
- Active shareholder engagement signals as named proxy and EGM signatory .
- Prior SPAC directorship experience (BRLI) enhances transaction readiness .
-
Potential conflicts / red flags:
- Founder shares (10,000 Class B) and reimbursement rights may incentivize consummation of a business combination; aggregate out-of-pocket expenses/loans tied to the SPAC process are material and rise over time ($1.49M → $3.78M), increasing deal completion pressure .
- Sponsor-financed extension structure and promissory notes; while working capital loans were not outstanding as of the reported dates, extensions involve sponsor deposits and unsecured notes, which can affect incentives and perceived independence at the transaction level .
- Nominating committee held zero meetings in FY 2024, which may indicate limited formal activity in director recruitment during that period .
Overall, Cariaga’s independence, audit leadership, and financial expertise are positives for investor confidence; SPAC-specific incentives (founder shares, reimbursement, extension loans) warrant monitoring for potential alignment issues around transaction timing and terms .