Kenneth Shropshire
About Kenneth L. Shropshire
Independent director of Goal Acquisitions Corp. (PUCK). Age 69 with deep expertise in sports business and law; emeritus professor at Wharton (since 1986) and Adidas Distinguished Professor of Global Sport at Arizona State University, where he is CEO of the Global Sport Institute (since 2017). He has served on the Moelis & Company board since 2014; holds an economics degree from Stanford and a JD from Columbia; former President of the Sports Lawyers Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wharton School (University of Pennsylvania) | Faculty, Emeritus Professor; Founder/Director, Wharton Sports Business Initiative | Faculty since 1986; WSBI founded 2004, director until 2017 | Developed NFL/NFLPA Player Business Education Transition Program; led sports business research center |
| Arizona State University | Adidas Distinguished Professor of Global Sport; CEO, Global Sport Institute | Since 2017 | Leads Global Sport Institute; academic-industry convening |
| Moelis & Company | Director | Since 2014 | Board-level oversight; finance sector exposure |
| Manatt, Phelps, Rothenberg & Tunney | Attorney | Prior to 1984 Olympics | Legal practice; sports event advisory (1984 Olympic Games) |
| Sports Lawyers Association | President (former) | Not disclosed | Led largest organization of sports lawyers globally |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Altius Sports Partners | Advisor | Not disclosed |
| Arctos Sports Partners | Advisor | Not disclosed |
| Overtime Elite | Advisor | Not disclosed |
| Pro Sports Assembly | Advisor | Not disclosed |
| Moelis & Company | Director | Since 2014 |
Board Governance
- Committee assignments: Audit Committee member; committee chaired by Donna Orender; members are Orender, David Falk, and Kenneth Shropshire; all three are independent directors. Orender is designated the audit committee financial expert (Shropshire is not designated as the financial expert) .
- Independence: Shropshire is classified as an “independent director” under Nasdaq listing rules; independent directors hold regular executive sessions .
- Compensation practice (pre-business combination): No cash compensation paid to directors/officers; reimbursement of out-of-pocket expenses only; future compensation may be determined post-business combination and disclosed at that time .
- Control/voting power context: As of April 16, 2025, the sponsor, directors, officers and their affiliates collectively controlled ~95.7% of voting power (7,136,250 shares), positioning insiders to drive outcomes on extensions and transactions .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | No cash compensation paid to directors prior to business combination |
| Committee membership fees | $0 | Not paid pre-business combination |
| Committee chair fees | $0 | Not paid pre-business combination |
| Meeting fees | $0 | Not paid pre-business combination |
| Expense reimbursement | As incurred | Reimbursement for out-of-pocket expenses; audit committee reviews quarterly |
Performance Compensation
| Metric/Instrument | Status | Notes |
|---|---|---|
| RSUs/PSUs (annual grants) | Not disclosed | No director equity grant program disclosed pre-business combination |
| Stock options | Not disclosed | No option grants disclosed to directors pre-business combination |
| Performance plan metrics (Revenue, EBITDA, TSR, ESG) | None disclosed | No performance-tied director compensation disclosed |
| Change-in-control terms (single/double trigger) | Not disclosed | SPAC structure; director CIC provisions not disclosed |
| Clawback provisions (director comp) | Not disclosed | Clawback disclosure not provided for directors |
Other Directorships & Interlocks
| Company | Role | Sector | Interlocks/Notes |
|---|---|---|---|
| Moelis & Company | Director | Investment Banking | External public company directorship; no disclosed interlocks with PUCK counterparties |
Expertise & Qualifications
- Sports business and law scholar and practitioner, with governance experience across sports and finance; extensive advisory network in sports and media .
- Legal training (JD, Columbia) and economics background (Stanford) underpin committee oversight; serves on PUCK’s audit committee .
- Independence confirmed under Nasdaq rules; participates in independent director executive sessions .
Equity Ownership
| Metric | Jul 2023 | Oct 2023 | Jul 2024 | Apr 2025 |
|---|---|---|---|---|
| Shares beneficially owned | 75,000 | 75,000 | 75,000 | 75,000 |
| Ownership % of outstanding | <1% | <1% | <1% | 1.0% |
| Notes | Excludes sponsor-held securities; disclaims beneficial ownership except to extent of pecuniary interest | Same | Same | Same |
Governance Assessment
- Strengths: Independent status with audit committee service; presence of a Code of Ethics and a related-party policy with audit committee review; any affiliate business combination requires an independent fairness opinion and approval by disinterested independent directors, which mitigates conflict risks .
- Alignment: Direct beneficial ownership of 75,000 shares provides skin-in-the-game; however, director equity arises from founder share ecosystem, which can create incentives to favor consummating a transaction to avoid founder securities becoming worthless .
- RED FLAGS:
- High insider voting power (~95.7%) concentrated among sponsor, directors, officers, and affiliates—can diminish minority shareholder influence on extensions or deal approvals .
- SPAC-specific conflicts: Directors have fiduciary obligations to other entities and are allowed to renounce certain corporate opportunities; although contractual arrangements require presenting suitable opportunities to PUCK, competing duties may constrain objectivity .
- Compensation opacity: No disclosed director compensation structure (cash or equity) pre-business combination; future compensation to be set after a transaction, limiting pre-transaction benchmarking and pay-for-performance transparency .
- Related-party safeguards: Audit committee oversight of reimbursements and related-party transactions; independent director executive sessions .
- Attendance/engagement: No meeting attendance rates disclosed; independent director executive sessions are planned, indicating some governance rigor .
Overall implication: Shropshire brings high-caliber governance and domain expertise; independence and audit committee roles are positives. SPAC structure-driven conflicts—founder-share incentives, insider voting power, and deferred compensation disclosures—are material risks that investors should monitor through transaction fairness processes, related-party reviews, and post-merger compensation disclosures .