Alexandre Zyngier

About Alexandre Zyngier

Alexandre Zyngier (age 54) is an independent director of SLAM Corp. (SLAMF), serving since February 2, 2023, and chairs the Audit Committee. He is Managing Director at Batuta Advisors (founded August 2013), with prior roles as portfolio manager at Alden Global Capital, Goldman Sachs, and Deutsche Bank, strategy consultant at McKinsey, and technical brand manager at Procter & Gamble; he holds an MBA in Finance and Accounting from the University of Chicago and a BS in Chemical Engineering from UNICAMP (Brazil) .

Past Roles

External Roles

Board Governance

• Independence: Board determined Zyngier is an “independent director” under OTCQX standards; independent directors hold regularly scheduled meetings in executive session .
• Committee assignments: Audit Committee Chair; members are Zyngier, Lisa Harrington, and Julian Nemirovsky—all independent .
• Audit Committee financial expert: Board determined Zyngier qualifies as an “audit committee financial expert” under SEC rules .
• Other committees: Compensation Committee members are Reggie Hudlin (member) and Lisa Harrington (chair); Nominating Committee members are Reggie Hudlin (chair) and Julian Nemirovsky .
• Board classification & election: Board is classified into three classes; prior to the business combination, only holders of founder shares vote on director elections, and sponsor may nominate post-combination directors—controlled company risk acknowledged though SLAM intends to comply with Nasdaq governance standards .

Fixed Compensation

Performance Compensation

No director-specific performance metrics (e.g., TSR, EBITDA) tied to Zyngier’s compensation are disclosed in available filings .

Other Directorships & Interlocks

Compensation committee interlocks: SLAM discloses no executive officers serving on compensation committees of entities with reciprocal executive overlap (reducing interlock risk) .

Expertise & Qualifications

• Financial expertise: Audit committee financial expert; extensive investment, strategy, and operating experience across distressed/turnaround sectors .
• Education: MBA in Finance and Accounting (University of Chicago); BS Chemical Engineering (UNICAMP, Brazil) .
• Board qualifications: Financial literacy and independence established under OTCQX and SEC rules .

Equity Ownership

Ownership table basis: 16,140,267 Ordinary Shares—2,000,000 Public Shares, 14,210,000 Class A (Sponsor), and 165,000 Class B—excluding unexercisable Private Placement Warrants; Zyngier’s Class B shares are directly owned .

Governance Assessment

• Strengths:

  • Independent director with deep financial and restructuring expertise; designated audit financial expert; chairs Audit Committee—positive for financial oversight and controls .
  • Audit Committee charter and pre-approval policy in place; quarterly review of payments to shareholders/executives/directors and affiliates enhances related-party oversight .
  • Compensation Committee entirely independent; charter allows use of independent advisors; no interlock concerns disclosed .

• Risks and RED FLAGS:

  • Controlled company dynamics: Prior to business combination, only founder shares elect directors; sponsor retains significant voting control (93% voting control context). This concentration can reduce minority shareholder influence on board composition and governance—RED FLAG .
  • Related-party exposure: Ongoing $10,000/month reimbursements to sponsor and potential sponsor loans (e.g., unsecured promissory notes) create alignment concerns; Audit Committee review mitigates but still a monitoring point .
  • Limited transparency on director compensation post-combination: Future consulting/management fees may be paid; amounts and structure unknown at time of combination—monitor for pay-for-performance alignment .

• Independence and Engagement:

  • Independent status affirmed; independent directors hold regular sessions; audit and other committees staffed with independent directors—supports oversight quality .
  • Attendance rates not disclosed in reviewed filings; no specific meeting attendance percentages available.

Insider Trades

Related-Party Transactions

• Sponsor administrative fee: $10,000/month reimbursed for office/administrative services; audit committee reviews quarterly .
• Out-of-pocket reimbursements: Directors/officers reimbursed for expenses incurred in identifying/diligencing business combinations; paid from funds outside the trust prior to combination .
• Sponsor financing: Unsecured promissory note up to $10,447,000 issued to sponsor in connection with extensions; non-interest bearing; repayable only from funds outside the trust if no business combination—potential influence risk; oversight required .

Committee Structure and Quality

Director Compensation Notes

• No cash compensation paid to directors prior to business combination; reimbursements allowed and reviewed .
• No equity award programs (RSUs/PSUs/options) for directors disclosed in reviewed filings prior to business combination .
• Post-combination compensation for directors may be determined by the future board/compensation committee and disclosed at that time .

Summary Implications for Investors

• Zyngier’s financial acumen and audit leadership are positives for control environment and SPAC governance. However, sponsor control over voting and ongoing related-party reimbursements are structural SPAC risks; continuous audit oversight and transparent post-combination pay structures will be important to maintain investor confidence .