Wee Peng Siong
About Wee Peng Siong
Independent director of Aifeex Nexus Acquisition Corporation (formerly “SPHA”), age 56, serving since December 2024 . He is an experienced real estate and golf course operator, currently General Manager of Riverside Golf Club (Bogor, Indonesia) since 2013; previously GM at Keppel Land China (2010–2013) and roles at Caesars Golf Macau and Westin Golf Resort Macau . Education and credentials include a business degree in golf complex and resort management (San Diego Golf Academy) and Certified Club Manager from the Club Managers Association of America (2010) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Riverside Golf Club (Bogor, Indonesia) | General Manager | 2013–present | Operational leadership; award-winning club noted in biography |
| Keppel Land China | General Manager | 2010–2013 | Led PRC real estate division operations |
| Caesars Golf Macau; Westin Golf Resort Macau; Keppel Land | Management roles (not further specified) | Not disclosed | Hospitality/golf operations experience |
External Roles
No current public company directorships disclosed for Wee Peng Siong; biography highlights operating roles rather than board positions .
Board Governance
- Board class and term: Class II director with term expiring at the second annual general meeting (Class II: Stephen Markscheid and Wee Peng Siong) .
- Independence: Designated independent under Nasdaq rules; board majority independent .
- Committees: Member, Audit Committee (Chair: Evan M. Graj; financial experts designated: Graj and Markscheid) ; Member, Compensation Committee (Chair: Stephen Markscheid) .
- Meeting attendance rate, lead independent director, and executive sessions: Not disclosed in filings .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $0 (no cash compensation prior to business combination) | Applies to directors and sponsor-affiliated parties |
| Committee/meeting fees | $0 (no cash compensation prior to business combination) | No fees paid before de-SPAC |
| Expense reimbursement | Allowed; quarterly audit committee review of payments to insiders | Out-of-pocket expenses for board duties |
| Equity grant (founder shares) | 20,000 Class B founder shares transferred to each independent director on Dec 4, 2024 | Sponsor transfer for board service; nominal cash consideration $696 aggregate for three directors |
| Lock-up/transfer restrictions | Founder shares subject to lock-up; 50% released after 6 months post-business combination or $12.50 price for 20 of 30 trading days; remaining 50% after 6 months post-combination; additional permitted transfer exceptions apply | Private placement securities not transferable until after business combination |
Performance Compensation
- No performance-based director compensation disclosed (no RSUs/PSUs, options, or metrics tied to director pay before business combination) .
- Company has a clawback policy for executive officers (not director-specific) adopted and filed as Exhibit 97.1 .
| Performance Metric in Director Pay | Status |
|---|---|
| Revenue/EBITDA/TSR goals | Not applicable (no director performance awards disclosed) |
| Option awards | None disclosed for directors |
| RSUs/PSUs | None disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | Biography lists operating roles, not public boards |
Expertise & Qualifications
- Sector experience: Real estate operations, golf/resort management; 20+ years in hospitality/golf assets .
- Education/credentials: San Diego Golf Academy business degree (golf complex and resort management); Certified Club Manager (CMAA, 2010) .
- Committee suitability: Operational and management background; not designated an “audit committee financial expert” (committee expertise roles held by Graj/Markscheid) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Security Type | Notes |
|---|---|---|---|---|
| Wee Peng Siong | 20,000 | 0.18% (of 11,025,500 shares outstanding at record date) | Founder shares (Class B) | Founder shares convert to Class A one-for-one at/after business combination per charter |
| Lock-up terms | — | — | — | See lock-up details for founder shares and private units |
- Vested vs. unvested, pledged shares, hedging: Not disclosed; no pledging/hedging disclosures identified for directors .
- Ownership guidelines: No director stock ownership guidelines disclosed .
Governance Assessment
- Positives: Independent director serving on both Audit and Compensation Committees enhances oversight; formal related-party transaction review policy via Audit Committee; Code of Ethics and insider trading policy adopted; clawback policy for executives in place .
- Alignment: Founder share grant and post-combination lock-up/price condition create long-term alignment, though the grant is modest in size (20,000 shares, ~0.18%) .
- Potential conflicts/RED FLAGS: Founder shares originated from sponsor via related-party transfer (nominal consideration), common SPAC practice but a related-party dynamic requiring ongoing vigilance; company notes officers/directors are not full-time and allocate time to other business activities, which can affect engagement .
- Company-level controls: Reported material weakness in internal control over financial reporting due to limited personnel and insufficient written policies; while company-level, it elevates governance risk until remediated .
- Related-party exposure: Working capital loans and extension notes may be provided by insiders on convertible terms at $10/unit; Audit Committee policy governs related-party approvals—monitor any future transactions for independence and fairness .