Julian Nemirovsky
About Julian Nemirovsky
Julian Nemirovsky is an independent director of SLAMF, appointed on December 4, 2023, with committee assignments to the Audit Committee and Nominating Committee . He founded Long Castle Advisors and previously served as Head of Capital Markets at MacAndrews & Forbes (2020), after prior roles at MidOcean Credit Partners (Principal/Portfolio Manager), Union Capital, and Goldman Sachs Leveraged Finance; he holds a BBA from Baruch College and an MBA from the Tuck School of Business (Dartmouth) . SLAMF’s Board has affirmatively determined Nemirovsky is independent under Nasdaq/OTCQX standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Long Castle Advisors, Corp. | Founder & President | Not disclosed (current) | Capital structure advisory for challenged/liquidity-constrained businesses |
| MacAndrews & Forbes | Head of Capital Markets | 2020 (start year disclosed) | Managed capital-structure matters for portfolio/new investments |
| MidOcean Credit Partners | Principal & Portfolio Manager | 8 years (pre-2020; 2011–2019 implied) | Credit investing/portfolio management |
| Union Capital | Associate | Not disclosed | Lower-middle market PE |
| Goldman Sachs (IBD) | Analyst, Leveraged Finance | Began career in 2006 | Financing experience in leveraged transactions |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| SIGA Technologies (public company) | Director | Not disclosed (current) | Audit Committee; Compensation Committee |
Board Governance
- Independence: Board determined Nemirovsky is an “independent director” under Nasdaq/OTCQX listing standards .
- Committee assignments: Audit Committee member (Chair: Alexandre Zyngier); Nominating Committee member (Chair: Reggie Hudlin) .
- Appointment date: December 4, 2023; Board action placed him on Audit and Nominating Committees effective upon appointment .
- Board classification: In 2024 filing, Nemirovsky noted as “second class” director (term expiring at 2024 annual meeting); Board divided into three classes with staggered terms .
- Engagement/attendance: No explicit board or committee attendance rates disclosed in available filings (no data) .
Fixed Compensation
| Component | Detail |
|---|---|
| Annual cash retainer | None; directors have not received cash compensation for services prior to initial business combination . |
| Meeting fees | None disclosed . |
| Committee membership/chair fees | None disclosed; no director cash compensation pre-business combination . |
| Administrative fee (Sponsor) | Company reimburses Sponsor $10,000 per month for office/administrative services (benefits company, not individual director compensation) . |
Performance Compensation
| Item | Detail |
|---|---|
| Stock awards (RSUs/PSUs) | None disclosed; company states no compensation of any kind to directors prior to completion of a business combination . |
| Option awards | None disclosed; no director compensation prior to business combination . |
| Performance metrics tied to pay | None; no incentive pay program for directors in current SPAC phase . |
| Vesting schedules | Not applicable (no awards disclosed) . |
| Clawback provisions (director comp) | Not disclosed for directors; “Clawback Policy” heading referenced without details . |
Other Directorships & Interlocks
| Company | Relationship to SLAMF | Potential Interlock/Conflict |
|---|---|---|
| SIGA Technologies | Unrelated issuer; Nemirovsky serves as director (audit and compensation committees) | No SLAMF disclosures of transactions with SIGA; no related-party exposure disclosed involving SIGA . |
Expertise & Qualifications
- Finance and capital markets expertise (leveraged finance, private credit, PE), including capital structure leadership at MacAndrews & Forbes and investing roles at MidOcean and Goldman Sachs .
- Governance and public company experience via SIGA board service (audit and compensation committees) .
- Education: BBA (Baruch College) and MBA (Tuck School of Business, Dartmouth) .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 5,000 Class B Ordinary Shares (direct) . |
| Ownership % of class | Less than 1% (starred in table) . |
| Ownership % of total voting control | Not quantified for individual; Sponsor controls ~93% voting via Class A in table context; Nemirovsky’s line shows “*” (de minimis) . |
| Vested vs unvested | Not disclosed; holdings are Class B founder shares as reported . |
| Options/RSUs | None disclosed (no director compensation prior to business combination) . |
| Shares pledged/hedged | Not disclosed; no pledging statements specific to Nemirovsky found . |
| Ownership guidelines & compliance | Not disclosed for directors in SPAC phase . |
Governance Assessment
- Positive signals: Independent director with audit and nominating oversight; finance literacy and external public board experience support committee effectiveness .
- Alignment and conflicts: As an “Independent Director,” Nemirovsky is party to the Sponsor Letter Agreement committing to vote in favor of the Lynk business combination, waive anti-dilution, and not redeem Covered Shares—a typical SPAC alignment but can constrain independent decision posture around the transaction .
- Compensation governance: No cash/stock compensation paid to directors pre-business combination reduces pay-related conflicts; Sponsor receives a $10,000/month admin fee, reviewed by the Audit Committee, highlighting related-party controls .
- Structural risks: SLAMF securities were delisted from Nasdaq and now trade on OTCQX, with Sponsor and initial shareholders controlling ~89.1% of outstanding shares—investor influence is limited and liquidity reduced, which can affect governance leverage and market confidence .
- Attendance and say-on-pay: No attendance statistics or say-on-pay outcomes disclosed in current filings; governance evaluation relies on committee roles and independence representations .
RED FLAGS: Participation in Sponsor Letter Agreement (pre-commitments to approve the merger and waive anti-dilution) may raise independence optics around the transaction; OTCQX listing and concentrated Sponsor control materially limit public shareholder influence .