Stephen Markscheid
About Stephen Markscheid
Independent director of SPHA since the S-1 registration statement was declared effective on December 2, 2024; compensation committee chair and audit committee member. Education: BA in East Asian Studies (Princeton, 1976), MA in International Affairs (Johns Hopkins, 1980), MBA (Columbia, 1991; class valedictorian). Career spans GE Capital (Asia-Pacific business development), Boston Consulting Group, and banking roles at Chase Manhattan and First National Bank of Chicago; currently Managing Partner at Aerion Capital (since 2022). Qualifies as an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Capital | Business Development Leader, China & Asia Pacific | 1998–2006 | Led acquisitions and direct investments in Asia |
| Boston Consulting Group | Consultant (Asia) | Prior to GE period | Strategy advisory across Asia |
| Chase Manhattan Bank; First National Bank of Chicago | Banker (London, Chicago, NY, HK, Beijing) | ~10 years | Corporate banking and international finance |
| US–China Business Council | Staff (Washington DC & Beijing) | Early career | US–China business policy exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aerion Capital | Managing Partner | 2022–Present | Boutique investment firm |
| Four Leaf Acquisition Corp (Nasdaq: FORL) | Director | Mar 2023–Present | SPAC board service |
| Tristar Acquisition I Corp (NYSE: TRIS) | Director | Aug 2023–Present | SPAC board service |
| Monterey Capital Acquisition Corp (Nasdaq: MCAC) | Director | May 2022–Jul 2024 | Served until de-SPAC with ConnectM (Jul 2024) |
| ConnectM Technology Solutions (Nasdaq: CNTM) | Director | Jul 2024–Present | Clean energy tech and solutions |
| JinkoSolar Holding (NYSE: JKS) | Director | 2009–Present | International solar module manufacturer |
| Richtech Robotics (Nasdaq: RR) | Director | Nov 2023–Present | Robotics solutions |
| Kingwisoft Technology Group (HK: 8295) | Director | 2016–Jul 2024 | Hong Kong investment holding co. |
| Cenntro Inc. (Nasdaq: CENN) | Director | Nov 2023–Apr 2024 | EV commercial vehicles |
| Fanhua Inc. (Nasdaq: FANH) | Director | 2007–2024 | China-based financial services |
| Akso Health Group (Nasdaq: AHG) | Director | 2017–2022 | Chinese e-commerce platform |
| UGE International (TSX-V: UGE) | Director | Aug 2021–Jul 2023 | Solar installations |
| NanoGraf; HyperStrong; Intelligent Generation; Hago Energetics | Board Advisor | Various–Present | Energy storage/clean energy advisory |
| Princeton-in-Asia | Trustee Emeritus | N/A | Non-profit governance |
| KX Power | Chairman Emeritus | N/A | UK energy storage developer |
Board Governance
- Independence status: Named as independent director under Nasdaq rules; committee-only sessions are planned for independents.
- Committee assignments: Audit Committee member; Compensation Committee chair. Audit Committee members are Graj (Chair), Markscheid, and Wee; Compensation Committee members are Graj, Markscheid (Chair), and Wee.
- Financial expert: Board determined both Graj and Markscheid qualify as SEC “audit committee financial experts.”
- Charter protections: Audit Committee charter includes oversight of financial reporting, auditors’ independence, related-party transaction review; Compensation Committee charter covers executive/director pay policies.
- Appointment mechanics: Prior to a business combination, only Class B holders may appoint/remove directors; post-combination, ordinary resolution of shareholders applies.
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual retainer (cash) | No cash remuneration prior to business combination | Company articles prohibit cash pay to directors before de-SPAC; expenses reimbursed |
| Committee membership fees | None pre-business combination | No cash fees; travel/meeting expenses reimbursed |
| Committee chair fees | None pre-business combination | No cash fees pre-combination |
| Meeting fees | None pre-business combination | No cash fees pre-combination |
| Expense reimbursement | Allowed | Audit Committee oversees reimbursements; board review where applicable |
Performance Compensation
| Metric | Plan Feature | Applicable? |
|---|---|---|
| Equity-based RSUs/PSUs | Not disclosed for directors | SPAC stage; no disclosed performance equity for directors |
| Options | Not disclosed for directors | No options disclosed for directors at IPO stage |
| Performance metrics (Revenue, EBITDA, TSR, ESG) | Not applicable | No performance pay structures disclosed |
Other Directorships & Interlocks
- Multiple concurrent SPAC and operating company boards (FORL, TRIS, CNTM, JKS, RR, etc.) create potential information-flow interlocks and time-allocation conflicts; SPHA’s charter requires audit committee review of related-party transactions and uninterested independent director approval for specified insider transactions.
- Corporate opportunity waiver: Articles renounce corporate opportunities for directors/officers to the fullest extent permitted, increasing potential for overlaps; any affiliated de-SPAC must obtain an independent fairness opinion.
Expertise & Qualifications
- Technical/industry: Energy, clean-tech, solar, robotics; cross-border finance and Asia markets expertise.
- Financial oversight: Audit committee financial expert designation; extensive board governance experience.
- Education credentials: Princeton (BA), Johns Hopkins (MA), Columbia (MBA, valedictorian).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stephen Markscheid | 20,000 | 0.18% | As of Feb 10, 2025 (record date); 11,025,500 shares outstanding (8,869,250 Class A; 2,156,250 Class B) |
| Insider share provenance | 60,000 insider shares slated to independent directors pre-offering | Sponsor planned transfer; per beneficial table, each independent holds 20,000 | |
| Lock-up terms on insider shares | 50% released after 6 months post-de-SPAC or $12.50 price condition; remaining 50% after 6 months | Applies to insider shares; private units locked until de-SPAC |
Governance Assessment
- Positives:
- Independent director; compensation committee chair; audit committee member; designated financial expert, enhancing board oversight credibility.
- Pre-combination pay discipline (no cash compensation) limits rent extraction; reimbursed expenses subject to committee/board oversight.
- Charters mandate related-party transaction review and fairness opinions for affiliated deals, mitigating conflicts in de-SPAC scenarios.
- Risks/RED FLAGS:
- Corporate opportunity waiver broadens permissible outside pursuits; combined with multiple SPAC/operating boards, increases potential conflicts and investor concern over target selection priority.
- Sponsor control of director appointments/removals pre-business combination can limit independent influence until de-SPAC.
- Founder/insider shares acquired at nominal cost can misalign with public investors if transaction quality is weak; dilution dynamics highlighted in S-1 risk disclosures.
- Attendance/engagement: No attendance data disclosed; board is newly formed post-IPO.
Notes on Shareholder Oversight and Voting Signals
- Extraordinary General Meeting (Mar 11, 2025) approved corporate name change to Aifeex Nexus Acquisition Corporation; strong participation (92.27% quorum) and broad support (9,735,846 FOR; 35,000 AGAINST; 402,229 ABSTAIN).
- Ticker change effective Mar 12, 2025 (SPHA→AIFE).
Related Party & Conflict Controls
- Audit Committee must review and approve related-party transactions; at least one financial expert required; payments to audit committee members require board approval with interested director abstention.
- Uninterested independent directors must approve transactions with significant insiders; fairness opinion required for affiliated business combinations.
Employment & Contract Terms
- Director start date tied to S-1 effectiveness (Dec 2, 2024).
- No disclosed individual director service agreements, severance, or change-of-control provisions at SPAC stage; standard charter indemnification applies.
Director Compensation Structure Summary
| Year | Cash Retainer | Committee Fees | Chair Fees | Equity Grants | Notes |
|---|---|---|---|---|---|
| Pre–Business Combination (current) | $0 | $0 | $0 | Insider/Class B holdings (20,000 shares beneficially owned) | No cash pay; expenses reimbursed; insider shares subject to lock-up |
Equity Alignment and Restrictions
- Insider/Class B shares: 20,000 beneficially owned; subject to sponsor-era lock-ups; do not participate in liquidating distributions if no business combination.
- Rights/options: None disclosed for director holdings.
Say-on-Pay & Shareholder Feedback
- Not applicable at SPAC stage; no annual executive/director pay program subject to vote disclosed.
Insider Trades Table
- No Form 4 trading activity disclosed in reviewed documents for Stephen Markscheid; beneficial ownership snapshot provided in DEF 14A.
Additional Context
- Unit separation announced Jan 23, 2025 (SPHAU to SPHA/SPHAR); S-1 declared effective Dec 2, 2024.
- Name change approved Mar 11, 2025; new tickers AIFEU/AIFE/AIFER.
Overall, Markscheid brings deep board and audit expertise with broad energy/tech exposure; governance frameworks and committee roles are positives. However, corporate opportunity waivers, sponsor control pre-de-SPAC, and multi-board SPAC involvement create conflict risks requiring vigilant audit/independent director oversight and transparent fairness processes.