Lisa Harrington
About Lisa Harrington
Independent director since April 25, 2023; age 55. Chair of the Compensation Committee and member of the Audit Committee; board determined she is independent under OTCQX standards. Former CLO at Viant Technology (DSP) through 2022, GC at ChromaDex (CDXC) through 2021, Special Counsel at Cooley LLP (2018–2020); prior GC/Secretary roles at ASICS, Surf Airlines, NBCUniversal/Comcast, UNUM Insurance; lecturer on Corporate Governance for Wharton executive education. Education: B.A. UCLA; J.D. USC Gould School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Viant Technology (Nasdaq: DSP) | Chief Legal Officer & Corporate Secretary | Through 2022 | Led legal, governance, compliance |
| ChromaDex Corp. (Nasdaq: CDXC) | General Counsel & Corporate Secretary | Through 2021 | Oversaw enterprise risk, internal audit, ESG |
| Cooley LLP | Special Counsel | 2018–2020 | Corporate governance expertise |
| ASICS | General Counsel & Secretary | Not disclosed | Legal and procurement leadership |
| Surf Airlines | General Counsel & Secretary | Not disclosed | Governance and compliance |
| NBCUniversal/Comcast | General Counsel & Secretary | Not disclosed | Privacy and risk management |
| UNUM Insurance | General Counsel & Secretary | Not disclosed | Enterprise risk leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Iron Horse Acquisitions Corporation (Nasdaq: IROH) | Director | 2021–2024 | Prior public company board experience |
| Wharton School (Exec Ed) | Lecturer, Corporate Governance | Not disclosed | Academic governance expertise |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent under OTCQX; participates in independent director sessions |
| Director since | April 25, 2023 |
| Committees | Audit Committee (member); Compensation Committee (chair); Nominating Committee is Hudlin (chair) & Nemirovsky |
| Audit Committee cadence | Charter requires at least quarterly meetings |
| Clawback/Code/Insider policy | Board-adopted executive Clawback Policy; Code of Ethics; Insider Trading Policy filed as exhibits |
| Board structure | Classified board; sponsor rights to nominate three directors post-business combination while holding covered securities |
- Articles permit directors to be represented by proxy at board meetings; dissent procedures outlined .
- Related party transactions are reviewed by Audit Committee; uninterested independent directors must approve certain transactions with significant owners, directors/officers, and affiliates .
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | No cash remuneration paid to any director prior to consummation of a Business Combination |
| Committee membership fees | Not disclosed |
| Committee chair fees | Not disclosed |
| Meeting fees | Not disclosed |
| Expense reimbursement | Travel and related expenses reimbursed; fixed allowance permitted |
Governance implication: Absence of cash fees pre-combination aligns director incentives toward transaction completion, but can create bias risk in SPAC contexts .
Performance Compensation
| Metric/Instrument | Terms |
|---|---|
| Executive compensation clawback triggers | Recoupment upon accounting restatement due to material noncompliance with federal securities laws; administered by Compensation Committee |
| Director equity awards (RSUs/PSUs/options) | Not disclosed in filings referenced |
| Performance metrics (revenue/EBITDA/TSR/ESG) tied to director pay | Not disclosed in filings referenced |
Note: Company prohibits director cash pay pre-combination; filings outline executive comp governance (clawback) but do not disclose performance-linked director compensation structures .
Other Directorships & Interlocks
| Entity | Role | Dates | Interlock/Agreement |
|---|---|---|---|
| Sponsor Letter Agreement (Business Combination) | Signatory (Independent Director) | Executed at BCA signing; amendments as of Sep 28, 2024 | Agreed to vote Covered Shares for Business Combination, waive Class B anti-dilution, and not redeem; registration rights at closing |
Signal: Independent Directors’ voting and non-redemption commitments strengthen transaction certainty but may constrain independence in deal evaluation .
Expertise & Qualifications
- Deep legal, governance, privacy, compliance, ERM, internal audit, ESG, and procurement experience; Corporate Governance lecturer (Wharton) .
- Audit Committee membership (financial literacy required); Compensation Committee chair with authority to engage independent advisors .
- Prior GC/CLO roles across tech, media, consumer, insurance sectors (UCLA BA; USC JD) .
Equity Ownership
| Holder | Security | Shares Beneficially Owned | Approx. % of Class | Notes |
|---|---|---|---|---|
| Lisa Harrington | Class B Ordinary Shares | 10,000 | <1% | Beneficial ownership per DEF 14A (June 5, 2025) |
| Outstanding shares (reference) | Ordinary Shares (A+B) | 16,140,267 | — | Basis for percentage table |
- No disclosure of pledged shares or hedging by Harrington; no Form 4 activity cited in reviewed filings .
Governance Assessment
- Strengths: Independent status; dual-committee coverage (Audit member; Compensation chair); robust executive clawback, code of ethics, and insider trading policies; Audit Committee review of related-party transactions and quarterly compliance oversight .
- Alignment: No cash director fees pre-combination; Harrington holds founder shares (10,000 Class B), creating economic exposure to transaction outcomes .
- RED FLAGS:
- Corporate opportunities renunciation and permissive conflicts: Articles waive duty to present opportunities; directors may vote on Business Combinations despite conflicts if disclosed; transactions with significant holders/directors require approval by uninterested independent directors .
- Sponsor control: Sponsor holds ~93% voting control (as of June 5, 2025), concentrating influence over director elections and proposals until business combination, potentially diluting minority protections .
- Interlocks/Commitments: Independent Directors’ Sponsor Letter commitments (vote for deal, waive anti-dilution, no redemption) may reduce optionality in renegotiation or rejection of unfavorable terms .
Overall: Harrington brings substantive governance and legal expertise and chairs compensation oversight, supporting board effectiveness. However, SPAC-specific charter provisions, sponsor control, and transaction commitments warrant scrutiny for potential conflicts and investor-alignment risks during business combination evaluation .