Evan M. Graj
About Evan M. Graj
Independent director of SPHA (Shepherd Ave Capital Acquisition Corp., renamed Aifeex Nexus Acquisition Corp.). Age 48 (per 2024 prospectus), joined the board upon effectiveness of the IPO registration; background spans technology, digital retail, and algorithmic trading with degrees from MIT (Chemistry) and Columbia University (Chemical Physics) . He is designated as an independent director nominee in SPHA’s S-1 and now serves on the board; “Independent Director” is defined under the company’s Articles in line with Nasdaq/SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fusion AI Pte. Ltd. | CEO, Founder | Sep 2023–present | AI-powered marketing solutions |
| DFI Retail Group (LSE: DFIB) | Chief Strategy Officer | Jul 2022–Aug 2023 | Regional retail strategy |
| NTUC Enterprise Co-operative Ltd. | Executive Vice President | Jan 2020–Apr 2022 | Social enterprise group leadership |
| Amazon (Prime, Australia) | Country Manager | Sep 2018–Nov 2019 | Prime growth execution |
| Lazada Group (Express) | EVP, Regional Head | Feb 2017–May 2018 | Last-mile/logistics operations |
| UberEats Singapore | General Manager | Jul 2016–Feb 2017 | Market launch/scale |
| Apricot Delivery (Thailand) | Founder & CEO | 2021–2022 | E-commerce delivery startup |
| Dine In (London) | Founder & CEO | 2010–2015 | Restaurant delivery startup |
| Bear Stearns; Newedge; Knight Capital | Algorithmic trading | ~1990s–2000s (years not disclosed) | Trading leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Fusion AI Pte. Ltd. | Chairman & CEO | Private | Listed among fiduciary obligations; active operating role |
Board Governance
- Independence: Labeled “Independent Director Nominee” in S-1; independence defined per Nasdaq/Rule 10A-3 in Articles .
- Committees: Company has formal Audit and Compensation Committee frameworks; committees must comprise Independent Directors per Nasdaq/SEC; specific member assignments not disclosed .
- Tenure: Joined board upon effectiveness of the IPO registration; SPHA IPO closed Dec 6, 2024 .
- Attendance/engagement: Not disclosed in proxy/S-1.
- Cash pay prior to business combination: None; directors receive no cash remuneration pre-combination (expenses may be reimbursed) .
- Pre-combination director appointment/removal: Prior to business combination, only Class B holders can appoint/remove directors (sponsor control), amended only by supermajority including Class B vote .
Fixed Compensation
| Item | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | None pre-business combination | Articles prohibit cash fees to directors pre-combination |
| Committee membership fees | Not disclosed | |
| Committee chair fees | Not disclosed | |
| Meeting fees | Not disclosed | |
| Expense reimbursement | Allowed for out-of-pocket expenses | Audit Committee/Board oversight of reimbursements |
Performance Compensation
| Instrument | Grant/Acquisition | Quantity/Terms | Notes |
|---|---|---|---|
| Insider (Class B) shares | Transfer from sponsor immediately before IPO | 20,000 shares; purchase price $231.88 | Applies lock-up: 50% until 6 months or $12.50 20/30-day VWAP; remaining 50% until 6 months post-combination |
| RSUs/PSUs | Not disclosed | — | |
| Options | Not disclosed | — | |
| Performance metrics (TSR/EBITDA/ESG) | Not disclosed | — |
Other Directorships & Interlocks
| Company | Role | Public Co Board? | Overlap/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Evan M. Graj |
Expertise & Qualifications
- Education: BS Chemistry (MIT); MS Chemical Physics (Columbia University) .
- Technical/industry: E-commerce operations, logistics, AI marketing; prior algorithmic trading leadership .
- Company-stated qualification: Experience founding/managing tech startups; viewed as well-suited to board service .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Class/Source |
|---|---|---|---|
| Evan M. Graj | 20,000 | 0.18% | Insider Class B shares via sponsor transfer |
- Shares outstanding at record date: 11,025,500 ordinary shares (8,869,250 Class A; 2,156,250 Class B) .
- Lock-up applies to insider/private holdings as described above .
- Pledging/hedging: Not disclosed.
Insider Transactions
| Date | Form/Agreement | Security | Quantity | Price | Counterparty |
|---|---|---|---|---|---|
| Not stated (effective immediately pre-IPO) | Securities Transfer Agreement | Insider (Class B) shares | 20,000 | $231.88 | Shepherd Ave Capital Sponsor LLC |
- Beneficial ownership table confirms Evan’s 20,000 shares as of Feb 10, 2025 record date .
Governance Assessment
- Positives: Independent director with deep operating experience in technology, retail, logistics; board has established committee governance consistent with Nasdaq/SEC requirements; no cash fees pre-combination (cost discipline) .
- Risks/Red Flags:
- Sponsor control over appointment/removal of directors prior to business combination (Class B voting rights), limiting minority shareholder influence .
- Insider shares acquired at nominal cost (20,000 for ~$232) create incentives to consummate a transaction even if value for public shareholders is uncertain; company explicitly flags dilution/conflict risks in S-1 .
- CFIUS/outbound investment regime risks due to sponsor’s foreign person status may constrain target universe and timing, affecting board’s deal oversight .
- Related-party share transfer from sponsor to director (typical in SPACs but still a potential conflict requiring robust Audit Committee oversight of related party transactions) .
Overall implication: Alignment is primarily via insider equity subject to lock-up, with no cash compensation pre-combination. Investors should monitor committee constitution (membership and chairs), related-party review rigor, and any deal process safeguards, given sponsor control dynamics and structural incentives highlighted in the S-1 .