L. Peter O’Hagan
About L. Peter O’Hagan
Independent director of Rigel Resource Acquisition Corp (RRACF), chair of the Audit Committee and designated “audit committee financial expert.” O’Hagan brings ~30 years in commodities and natural resources investing and operations, including Partner/co-head roles in Goldman Sachs Global Commodities, founding CEO of GS Bank USA, and senior investing roles at KKR and The Carlyle Group. He serves on the boards of IAMGOLD and Triple Flag Precious Metals, and on the Board of Advisors at Johns Hopkins SAIS. Education: BA, University of Toronto (Trinity College); MA, Johns Hopkins SAIS .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs | Partner (from 2002); co-head Global Commodities; head of origination & structuring | 1991–2013 | Led across Oil, Gas, Power, Base & Precious Metals franchises . |
| GS Bank USA (Goldman Sachs) | Founding CEO | 2008–2011 | Led $110B-asset bank post-BHC conversion . |
| The Carlyle Group | Managing Director, Equity Opportunity Fund (industrial & natural resources) | 2016–2019 | Deals in commodities merchant, refinery, dry bulk shipping . |
| KKR & Co. | Operating Advisor, Natural Resources | 2014–2015 | Operating support in natural resources . |
| Stillwater Mining (NYSE: SWC) | Director | 2015–2016 | Public company board experience in PGM mining . |
| Philipp Bros. | Commodities professional (NY, Tokyo) | From 1987 | Early career in international commodities . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| IAMGOLD Corporation | Director | Current public company directorship . |
| Triple Flag Precious Metals | Director | Current public company directorship . |
| Johns Hopkins SAIS | Board of Advisors | Advisory role . |
Board Governance
- Independence: Board determined O’Hagan is independent under SEC/NYSE rules .
- Committee assignments:
- Audit Committee: Chair; designated “audit committee financial expert” .
- Compensation Committee: Member (chair is Christine Coignard) .
- Nominating & Corporate Governance Committee: Member (chair is Kelvin Dushnisky) .
- Committee composition: All three standing committees (Audit, Compensation, Nominating/CG) comprised solely of independent directors .
- Board structure and process: Board size seven; independent directors hold regularly scheduled sessions without management .
Fixed Compensation (Director)
| Component | Amount/Status | Source |
|---|---|---|
| Annual cash retainer (pre-business combination) | $0 (Rigel M&A provides no director compensation before completion of initial business combination) . | |
| Committee/meeting fees (pre-business combination) | $0 (no director compensation pre-business combination) . | |
| Post-close (Aurous Resources) non-exec director annual fee | To be determined; non-executive directors “will be entitled to receive an annual fee” after closing . |
Note: The Sponsor receives $10,000/month for administrative services; this is not director compensation and accrues irrespective of individual director service .
Performance Compensation
| Instrument | Quantity | Terms/Cost | Vesting/Lock-up | Source |
|---|---|---|---|---|
| Founder Shares (Class B) transferred by Sponsor | 135,000 | Transferred at original ~$0.01 per share; 35,000 on Jul 13, 2021 to each independent director; plus 100,000 to O’Hagan on Oct 16, 2021 . | Not disclosed | |
| Private Warrants | 200,000 | Initially purchased at $1.00 per warrant; convert to Aurous Resources Private Warrants at closing . | Not disclosed |
- Performance metrics/PSUs/TSR targets: None disclosed for directors; no performance-conditioned equity reported prior to business combination .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Relevance |
|---|---|---|
| IAMGOLD Corporation | Director | Sector overlap (gold/mining); no related-party transactions disclosed with RRACF . |
| Triple Flag Precious Metals | Director | Sector overlap (precious metals streaming/finance); no related-party transactions disclosed with RRACF . |
Expertise & Qualifications
- Deep commodities and natural resources operating and investing expertise; former Partner/co-head of Goldman Sachs Global Commodities .
- Financial oversight credentials: audit committee chair and audit committee financial expert .
- Public board experience in mining and metals; current roles at IAMGOLD and Triple Flag .
- Education: BA (University of Toronto, Trinity College) and MA (Johns Hopkins SAIS) .
Equity Ownership
| Holder | Class A Shares | Class B (Founder) Shares | % of Class | As-Of |
|---|---|---|---|---|
| L. Peter O’Hagan | 0 | 135,000 | <1% (Founder shares) | Jul 28, 2025 (10,140,370 total ordinary shares outstanding; 2,640,370 Class A; 7,500,000 Founder) . |
Founder shares and private warrants become worthless if no business combination is completed by the deadline; independent directors (including O’Hagan) have waived liquidation rights with respect to Founder Shares .
Governance Assessment
-
Positives
- Strong financial oversight: audit committee chair and SEC-defined financial expert; committees comprised solely of independent directors .
- Relevant domain expertise (commodities/mining) aligned with RRACF’s target sector focus .
- Independent status affirmed under SEC/NYSE; independent director executive sessions in place .
-
Risks and potential conflicts
- Founder shares (135,000) and private warrants (200,000) create incentives to consummate a deal because these instruments are worth little absent a business combination—typical for SPACs but a governance sensitivity for investors. RED FLAG: incentive misalignment risk if deal quality is marginal .
- Sponsor influence: Initial Shareholders (including directors) controlled a large voting bloc at key dates (e.g., ~74% voting power as of Jul 28, 2025), and intended to vote for extensions—concentrated control can reduce minority influence. RED FLAG: concentrated control during extension windows .
- Related-party ecosystem (Sponsor loans/admin agreements) heightens perception risk (though audit committee charter explicitly covers related-party review) .
-
Process mitigants
- Audit committee oversight of related-party transactions per charter .
- All standing committees are independent-only, with defined charters and governance guidelines .
Overall: O’Hagan’s background and audit leadership bolster board effectiveness, but his SPAC-linked Founder/Warrant holdings (standard for SPACs) and concentrated Sponsor voting power are governance overhangs to monitor through the de‑SPAC and subsequent board compensation reset .