Michael Klein
About Michael S. Klein
Michael S. Klein (age 61) has served on Skillsoft’s Board since June 2021. He is Managing Partner of M. Klein & Company and a long-tenured investment banker with leadership roles at Citi/Salomon Smith Barney; he holds a BS from Wharton (finance and accounting) . His current external public roles include CEO/Chair of Churchill Capital Corp IX and X, and director at Claritev (formerly MultiPlan) and Oklo; prior boards include Clarivate Plc and Credit Suisse Group AG .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Churchill Capital Corp II (SPAC predecessor to Skillsoft) | Director and CEO | Since June 2019 (predecessor listed) | Led SPAC that combined with Skillsoft |
| Clarivate Plc | Director | Until Oct 2020 | Board member following Churchill Capital Corp merger with Clarivate Analytics |
| Credit Suisse Group AG / Credit Suisse AG | Director | 2018–Oct 2022 | Oversight during major strategic period |
| Churchill Capital Corp IV | Co‑Founder and Chairman | Formed July 2020; merged with Lucid Motors July 2021 | Led de‑SPAC transaction with Lucid Motors |
| Churchill Capital corps V, VI, VII | Director | Various prior roles | Sponsor leadership across SPACs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Churchill Capital Corp IX (CCIX) | CEO & Chairman | Current | SPAC sponsored by affiliate of M. Klein & Company |
| Churchill Capital Corp X (CCCXU) | CEO & Chairman | Current | SPAC sponsored by affiliate of M. Klein & Company |
| Claritev (NYSE: CTEV, formerly MultiPlan) | Director | Current | Churchill Capital Corp III merged with MultiPlan in Oct 2020 |
| Oklo, Inc. (NYSE: OKLO) | Director | Current | AltC Acquisition Corp merged with Oklo in May 2024 |
| Magic Leap (private) | Director | Since 2020 | Transparent optics technology company |
| TBG AG (private investment company) | Director | Since 2013 | Investment oversight |
| Evolution Media Capital (private) | Director | Since 2024 | Sports/media advisory firm |
| Charitable orgs | Director/Chair roles | Various | Non‑profit leadership noted |
Board Governance
- Independence: Not independent under NYSE rules; Board determined only Hovsepian, Klein, and Schmitt are non‑independent .
- Committee assignments: None; all Audit, Compensation, and Nominating committees composed solely of independent directors .
- Attendance: Each incumbent director attended at least 75% of Board/committee meetings in FY2025, except L. Summers; Board held 13 meetings, Audit 5, Compensation 6, Nominating 3 .
- Director designation rights and interlocks:
- Sponsor Stockholders Agreement gives Churchill Sponsor II LLC (for this agreement, “Sponsor” means Mr. Klein) the right to nominate up to two Churchill Directors while owning ≥5%; ≥1 Sponsor‑designated director “as applicable” on each committee while Sponsor owns >5% .
- MIH (Prosus) has proportional nomination rights and currently designates directors; MIH beneficially owns ~41.8% .
Fixed Compensation (Director)
| Component | Amount/Terms | FY2025 Detail |
|---|---|---|
| Annual cash retainer | $50,000 standard; waived 8/1/2024–8/1/2025 | Klein received pro‑rated $25,000 Annual Retainer in FY2025 |
| Committee membership fees | $10,000 per committee | None; Klein not on committees |
| Committee chair fees | $25,000 per chair | N/A for Klein |
| Chair/Lead Director fees | Chair: $50,000; Lead: $25,000 | N/A for Klein |
| Equity grant (RSUs) | Annual grant; FY2025 = 20,306 RSUs; vests at 1 year or next AGM | Klein RSU grant valued at $336,064; 20,306 RSUs vest at earlier of first anniversary or next AGM; deferral election permitted |
| Total FY2025 director pay | $361,064 | Fees $25,000; Stock awards $336,064; Total $361,064 |
Performance Compensation (Director)
| Metric | Target | Result | Payout |
|---|---|---|---|
| Performance‑based pay for non‑employee directors | Not applicable | Not used for directors | No performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Nature of Link | Potential Governance Consideration |
|---|---|---|
| Churchill Sponsor II LLC / Michael S. Klein | Stockholders Agreement grants nomination rights and committee representation “as applicable” while Sponsor holds thresholds | Tension with committees being “solely independent” under NYSE rules; monitor Sponsor ownership levels and committee composition |
| Prosus/MIH group | MIH holds ~41.8% and has proportional board designation rights | Large shareholder influence; related‑party product agreements approved by Audit Committee, modest size |
Expertise & Qualifications
- Skills matrix indicates Klein brings corporate governance, finance & capital markets, M&A, executive leadership, global business, strategy, marketing/sales, and industry expertise .
Equity Ownership
| Holder | Beneficial Ownership | % of Outstanding | Breakdown | Notes |
|---|---|---|---|---|
| Michael S. Klein | 1,030,121 shares | 11.5% | 6,600 direct; 334,716 via trust; 347,798 warrants (M. Klein Associates); 177,984 shares + 163,023 warrants (Garden State Capital Partners) | Excludes 20,306 RSUs held directly; no pledged shares disclosed as of May 19, 2025 |
| Unvested RSUs (director annual grant) | 20,306 RSUs | — | Vests at earlier of 1 year or next AGM; deferral optional | As of Jan 31, 2025 each non‑MIH non‑employee director held 20,306 unvested RSUs |
- Company Insider Trading Policy prohibits hedging/pledging and short‑term trading; pledging and hedging are expressly prohibited .
Governance Assessment
- Strengths:
- Significant capital markets and M&A expertise; deep SPAC and board experience enhances transaction literacy and strategic oversight .
- High personal ownership (11.5%) aligns incentives with shareholders; no pledged shares and hedging/pledging prohibited by policy .
- Audit Committee reviews and approves related‑party transactions under a formal policy; recent Prosus/MIH agreements modest and arms‑length per Audit Committee .
- Watch Items / Red Flags:
- Sponsor Stockholders Agreement grants committee representation rights while Sponsor stakes exceed thresholds; committees must be independent per NYSE—ongoing need to reconcile Sponsor rights vs independence and monitor Sponsor beneficial ownership .
- Board independence: Klein is non‑independent; combined CEO/Chair structure addressed via Lead Independent Director, but concentration of influence among MIH (~41.8%) and Klein (~11.5%) warrants vigilance on minority shareholder protections .
- Multiple concurrent external leadership roles (SPACs and boards) can present time‑commitment and potential conflicts; Board policy requires sufficient time and limits on external boards, subject to Board approval .
Appendix: FY2025 Board/Committee Meeting Counts and Attendance
| Body | Meetings | Attendance Note |
|---|---|---|
| Board | 13 | Each incumbent director ≥75% attendance except L. Summers |
| Audit Committee | 5 | Independent only |
| Compensation Committee | 6 | Independent only |
| Nominating & Governance | 3 | Independent only; chaired by L. Summers |
Notes on Related‑Party Exposure
- Sponsor Stockholders Agreement: Mr. Klein (for agreement purposes) has Churchill Director nomination rights subject to ownership thresholds and “as applicable” committee representation; Klein currently serves as a Churchill Director .
- Prosus/MIH agreements: Renewed off‑the‑shelf product agreements totaling ~$0.8M over three years, plus smaller add‑ons; approved under Related Person Transactions Policy and aligned with standard pricing .