Catherine Mohr
About Catherine Mohr
Independent director since December 2021; age 56 as of March 17, 2025. Background in medical robotics and health technology; former Intuitive Surgical executive and current President of Intuitive Foundation. Education: B.S. and M.S. in Mechanical Engineering (MIT) and M.D. (Stanford University School of Medicine) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Intuitive Surgical, Inc. | Executive roles; Vice President, Strategy | Oct 2015–Aug 2018; with company since May 2016 | Strategic leadership in surgical robotics |
| Intuitive Foundation (nonprofit, seconded from Intuitive Surgical) | President | Aug 2018–present | Health promotion and education initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aroa Biosurgery | Director | Since Nov 2022 | Soft tissue regeneration company |
| Avisi Technologies | Director | Since Nov 2022 | Medical device startup |
| FINCA International | Director | Since Feb 2020 | Non-profit microfinance organization |
| Carta Healthcare | Director | Since Jul 2021 | Medical data abstraction software company |
Board Governance
- Committee assignments:
- Compensation Committee: Chair
- Nominating Committee: Member (committee chaired by Shin-Bae Kim)
- Independence: Board determined Catherine Mohr is independent under Nasdaq standards; board has majority independent directors .
- Years of service: Director since December 2021 .
- Audit Committee: Not a member (audit committee comprises Willy Lan (Chair), Cuong Viet Do, Shin-Bae Kim) .
- Attendance: Not disclosed.
Fixed Compensation
| Component | Amount | Period | Payment Terms |
|---|---|---|---|
| Director consulting fee (cash) | $75,000 | FY 2024 | Paid quarterly |
The company pays all independent directors $75,000 per annum; there are no disclosed meeting fees or separate committee chair fees .
Performance Compensation
| Award Type | Grant Date | Quantity | Valuation | Vesting/Recognition | Other Terms |
|---|---|---|---|---|---|
| Founder Shares (Class B) transferred by Sponsor | Apr 1, 2022 | 100,000 | $5.37 per share fair value (aggregate $4,564,500 for 850,000 shares transferred to officers/directors) | Recognized as non-employee equity-based compensation at time of business combination | These 850,000 transferred founder shares are not subject to forfeiture under the forward purchase agreement contingency |
No RSUs/PSUs/options or performance metrics (TSR, EBITDA, ESG) are disclosed for directors; compensation committee oversees executive pay and plans but no director equity program beyond founder shares is disclosed .
Other Directorships & Interlocks
- Public and private boards: Aroa Biosurgery, Avisi Technologies, FINCA International, Carta Healthcare .
- Interlocks: No specific shared directorships with SPKL’s competitors/suppliers/customers disclosed .
Expertise & Qualifications
- Technical expertise: Medical robotics and health technology strategy; leadership in nonprofit health education .
- Education: MIT (B.S., M.S.), Stanford (M.D.) .
- Board qualifications: Independent director; chairs Compensation Committee; contributes medical/technology domain expertise to nominating decisions .
Equity Ownership
| Security | Quantity | Class % | % of Outstanding Shares | Notes |
|---|---|---|---|---|
| Class B Ordinary Shares (Founder Shares) | 100,000 | 1.6% of Class B | Less than 1% of total Ordinary Shares | Class B convertible 1:1 into Class A; current voting limited to Class B for director elections pre-business combination |
| Pledging/Hedging | Not disclosed | — | — | No pledging or hedging disclosures identified |
| Ownership Guidelines | Not disclosed | — | — | — |
Beneficial ownership table lists “Cathrine Mohr” with 100,000 Class B shares; SPKL notes Class B are convertible 1-for-1 into Class A .
Governance Assessment
-
Strengths
- Independent status and leadership as Compensation Committee Chair; committee charter includes robust oversight of executive pay, perquisites, and adviser independence .
- Diverse healthcare and technology background with non-profit leadership; adds sector depth for potential SPAC targets and governance .
- Board maintains majority independence; clear committee structures and charters for audit, nominating, and compensation .
-
Risks and potential conflicts
- SPAC-specific incentives: Founder shares can have substantial value post-combination; directors and sponsor may profit even if public shares decline, creating potential misalignment with public holders (explicitly acknowledged in proxy risk and interests sections) .
- Multiple external commitments; SPAC 10-K highlights general conflicts due to affiliations and the risk of acquiring affiliated businesses, mitigated by fairness opinions and audit committee review .
- Ongoing cash consulting fees to directors (including $75,000 to Mohr in 2024) and reimbursements ($205,521 reimbursed to directors in 2024) may raise scrutiny on pay-for-performance alignment for a pre-revenue SPAC .
-
RED FLAGS
- Founder-share transfers and cash consulting structure without disclosed performance metrics or equity vesting conditions for directors .
- Sponsor and insiders’ ability to benefit even at low share prices; insider voting control over Class B director elections (controlled company risk, though SPKL states intent to comply with Nasdaq governance requirements) .
Related-party oversight: Audit committee must review and approve related-party transactions and payments to insiders; SPKL commits to fairness opinions for any affiliate business combinations .