Donna Orender

About Donna Orender

Independent director at Goal Acquisitions Corp. (PUCK) and chair of the Audit Committee, Donna Orender is a former senior sports-media executive and league president. She spent 17 years at the PGA TOUR as one of three senior executives in the Office of the Commissioner, led the WNBA as President from 2005–2010, and has run her advisory firm Orender Unlimited since 2011. She holds a B.A. from Queens College and is recognized as a multiple hall of fame athlete . She qualifies as an SEC “audit committee financial expert” and serves on PUCK’s audit committee with all members deemed independent by the board .

Past Roles

External Roles

Board Governance

Fixed Compensation

Performance Compensation

• No equity awards (RSUs/PSUs), stock options, or performance metric frameworks are disclosed for directors during the SPAC phase; compensation, if any, is contemplated only after a business combination .

Other Directorships & Interlocks

Expertise & Qualifications

• Capital markets and audit oversight: Audit Committee Chair; designated SEC “audit committee financial expert” .
• Sports media and commercialization: Negotiated and scaled media rights and digital distribution at PGA TOUR; led league‑level commercial outcomes at WNBA .
• Nonprofit and governance leadership: Board roles with V Foundation (nominating and compensation committees) and World Surf League .

Equity Ownership

Beneficial ownership reported by PUCK (director line items):

Additional cap table context:

• Sponsor held 4,782,250 shares as of 2024–2025; directors and officers plus affiliates (including sponsor) had ~95–96% voting power on certain record dates, and were expected to vote for extension proposals—signaling insider control during extensions .

Governance Assessment

• Strengths

  • Deep operating and media rights expertise; credible financial oversight as Audit Chair and SEC “financial expert” supporting audit quality and controls .
  • Formal related‑party policy; audit committee charged with reviewing and approving related‑party transactions; code of ethics adopted .

• Risks and RED FLAGS

  • Sponsor/insider alignment and control: If no business combination occurs, 6,468,750 founder shares held by officers, directors and affiliates become worthless—creating potential incentive to favor extensions and consummation over liquidation; insiders expected to vote their ~95.7% voting power in favor of extensions (April 2025) .
  • Sponsor membership: Directors are members of the sponsor and disclaim beneficial ownership of sponsor‑held shares except for pecuniary interest—this presents perceived conflict risk and requires robust independent oversight .
  • Market and transaction uncertainty: PUCK was delisted from Nasdaq and trades on OTC Pink; the Digital Virgo agreement is in arbitration with a tribunal decision pending, elevating strategic and timing risk .
  • Expense reimbursement without cap (for out‑of‑pocket items) requires disciplined audit committee monitoring to avoid abuse of reimbursable categories .

• Compensation & alignment

  • No cash or equity compensation paid to directors during SPAC phase—reduces cash conflict risk but leaves founder/sponsor economics as the primary incentive lever .
  • Orender’s direct beneficial ownership (50,000 shares; <1%) is modest; however, sponsor economics (founder/private shares) linked to insiders could outweigh individual open‑market alignment absent clarity on individual pecuniary interests .

• Related‑party safeguards

  • Post‑combination, any related‑party transactions require approval by uninterested independent directors; policy aims to ensure terms no less favorable than arm’s length .

Overall: Orender brings strong audit and sports‑media governance credentials and is designated a financial expert, a positive for board effectiveness. Key governance risks are structural to SPACs—insider sponsor economics, high insider voting control during extensions, delisting status, and pending arbitration—necessitating vigilant independent committee oversight and transparent disclosures to sustain investor confidence .

Citations:
- Biography, roles, education: **[1836100_0001493152-24-014887_form10-k.htm:14]** **[1836100_0001493152-24-014887_form10-k.htm:83]**
- Audit committee chair, independence, financial expert: **[1836100_0001493152-24-014887_form10-k.htm:88]**
- Beneficial ownership (Orender 50,000; <1%): **[1836100_0001493152-23-038124_formdef14a.htm:43]** **[1836100_0001493152-24-028810_formdef14a.htm:52]** **[1836100_0001641172-25-005583_formdef14a.htm:45]**
- Sponsor membership/footnotes, disclaimers: **[1836100_0001641172-25-005583_formdef14a.htm:45]** **[1836100_0001493152-24-028810_formdef14a.htm:52]** **[1836100_0001493152-24-004011_formdef14a.htm:45]**
- No director cash compensation; expense reimbursement terms; post‑combination pay: **[1836100_0001493152-23-025716_formdef14a.htm:46]** **[1836100_0001493152-24-028810_formdef14a.htm:54]** **[1836100_0001641172-25-005583_formdef14a.htm:47]**
- Insider voting power and intent to vote for extensions: **[1836100_0001641172-25-005583_formdef14a.htm:16]** **[1836100_0001641172-25-005583_formdef14a.htm:44]** **[1836100_0001493152-24-028810_formdef14a.htm:52]**
- Founder shares become worthless if no deal (conflict incentive): **[1836100_0001641172-25-005583_formdef14a.htm:39]** **[1836100_0001641172-25-005583_formdef14a.htm:40]** **[1836100_0001641172-25-005583_formdef14a.htm:43]**
- Delisting to OTC Pink: **[1836100_0001641172-25-005583_formdef14a.htm:30]** **[1836100_0001641172-25-005583_formdef14a.htm:31]** **[1836100_0001641172-25-005583_formdef14a.htm:34]**
- Digital Virgo arbitration status: **[1836100_0001641172-25-005583_formdef14a.htm:2]** **[1836100_0001641172-25-005583_formdef14a.htm:7]** **[1836100_0001641172-25-005583_formdef14a.htm:33]**
- Related‑party policy and approvals: **[1836100_0001493152-24-014887_form10-k.htm:94]**