Stacey Abrams

About Stacey Abrams

Stacey Abrams, age 50 as of December 14, 2023, has served as a director of ShoulderUp Technology Acquisition Corp. (SUAC) since November 19, 2021; she holds a B.A. from Spelman College, an MPA from the University of Texas LBJ School, and a J.D. from Yale University . Her background spans executive leadership (CEO/CFO/Secretary at Sage Works Production, Inc.; CEO of Sage Works, LLC), public policy (Georgia House Minority Leader 2011–2017), and entrepreneurial/non-profit roles (founder and executive director of Southern Economic Advancement Project since 2019) .

Past Roles

External Roles

Board Governance

• Board tenure/class: Abrams is in the “third class” of SUAC’s staggered board; the term for that class expires at the third annual meeting of stockholders .
• Committee memberships: Member, Nominating & Corporate Governance Committee (with Shawn Henry and Danelle Barrett) .
• Committee chair roles: No chair role for Abrams is disclosed; Audit Committee members are Lauren Anderson, Janice Bryant Howroyd, Shawn Henry; Compensation Committee members are Lauren Anderson, Danelle Barrett, Janice Bryant Howroyd .
• Independence status: In 2023, SUAC identified Lauren Anderson, Danelle Barrett, Shawn Henry, and Janice Bryant Howroyd as independent; Abrams was not named in that independence list .
• Attendance and engagement: SUAC held four board meetings in 2022; all directors attended at least 75% of meetings except two (names not disclosed) .
• Executive sessions: Independent directors will have regularly scheduled meetings with only independent directors present .

Fixed Compensation

Performance Compensation

• Equity grants (RSUs/PSUs/options) to directors: None disclosed; SUAC states compensation may be determined post–initial business combination, but no director equity awards are reported in the current proxy materials .
• Performance metrics tied to director pay: None disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: B.A. (Spelman College), MPA (UT Austin LBJ School), J.D. (Yale) .
• Domain expertise: Public policy leadership, executive management, non-profit governance; authorship indicating public communications capabilities .
• Board qualifications cited by SUAC: Considerations include educational background, professional diversity, integrity, independence, and ability to represent shareholder interests (general nom/gov criteria) .

Equity Ownership

• Sponsor concentration: ShoulderUp Technology Sponsor LLC beneficially owned 11,800,000 shares (95%+ of Class A post conversion in late 2024), managed by CEO Phyllis Newhouse, indicating extreme control concentration and potential alignment/conflict dynamics for directors not holding stock directly .
• Sponsor economic interests: SUAC notes each officer/director/advisor is, directly or indirectly, a member of or has economic interests in the Sponsor, with beneficial ownership disclaimed except to extent of pecuniary interest .

Governance Assessment

• Committee effectiveness: Abrams serves on Nominating & Corporate Governance, an appropriate placement given her policy and leadership background; however, she is not on Audit or Compensation, which may limit direct influence over financial oversight and pay policies .
• Independence signal ambiguity: The 2023 proxy’s independence list excludes Abrams, creating uncertainty regarding her formal independence designation; subsequent filings do not clarify individual independence statuses by name .
• Ownership alignment: Abrams is shown with no direct beneficial ownership across multiple periods, while the Sponsor holds a controlling stake; low personal “skin-in-the-game” for non-sponsor directors can be a negative alignment signal .
• Related-party exposure: SUAC’s administrative fee to Sponsor ($10,000/month) and policies enabling post–business combination fees, combined with directors’ economic ties to the Sponsor, present heightened conflict risks typical of SPAC structures; audit committee must pre-approve related-party transactions per policy .
• Risk disclosures: SUAC explicitly warns of potential conflicts where directors/officers may have competitive pecuniary interests and may engage with affiliated targets, mitigated by fiduciary duty constraints and corporate opportunity renunciation provisions .
• Attendance and engagement: Board-level attendance met the 75% threshold for most directors in 2022, but SUAC does not disclose director-specific attendance for Abrams; ongoing cadence of independent director executive sessions is noted .

RED FLAGS

• Independence ambiguity for Abrams (not listed among independent directors in 2023 proxy) .
• Extreme Sponsor concentration post-conversion (>95% of Class A), potentially diminishing minority investor influence and director alignment not tied to direct shareholding .
• Related-party fee structures and directors’ economic interests in the Sponsor heighten conflict-of-interest risk typical of SPACs; strong audit committee vigilance required .
• No disclosed director-level compensation structure or performance-tied metrics pre–business combination, reducing transparency on pay-for-performance alignment .

Compensation Committee Analysis

• Composition: Lauren Anderson, Danelle Barrett, Janice Bryant Howroyd (Abrams not a member) .
• Consultant policy: Committee may retain independent compensation consultants and is responsible for their oversight, subject to independence evaluations under NYSE/SEC rules .
• Interlocks: None reported for SUAC executives in the prior year .
• Pre–business combination constraint: SUAC reiterates that, aside from the administrative fee and expense reimbursement, no compensation is paid to stockholders/officers/directors pre–business combination, so the committee’s remit on pay is limited until a de-SPAC occurs .

Related Party Transactions

• Policy: Audit Committee must review/approve related-party transactions exceeding $120,000 or 1% of average total assets, evaluating arm’s-length terms, independence impacts, and best interests of shareholders; conflicted directors/officers are restricted from participation in decisions .
• Administrative services: $10,000/month paid to Sponsor for office/secretarial services until business combination or liquidation; amounts recorded as G&A and due to related party in financial statements .
• Sponsor founder shares: Sponsor bought and holds founder shares (initially Class B; later converted to Class A on Nov 19, 2024), subject to lock-up conditions .

Say-on-Pay & Shareholder Feedback

• SUAC’s pre–business combination posture suggests no say-on-pay disclosures for directors; proposals and voting in the 2023 proxy focused on director elections, auditor ratification, founder share and trust amendments, not advisory compensation votes .

Equity Ownership & Insider Trades Notes

• Section 16 compliance: SUAC reported no delinquent filers for year ended Dec 31, 2023 .
• Form 3/3A retrieval issue: Attempts to retrieve Form 3/3A content encountered database inconsistency; no transaction-level details available from those IDs in this session .

Expertise & Qualifications

• Legal and policy expertise (Yale J.D.; Georgia legislative leadership) underpin governance and nominating work .
• Executive management and entrepreneurship experience support oversight of strategic and operating capabilities at SUAC’s target evaluation phase .

Governance Implications for Investors

• Abrams’ placement on Nominating & Corporate Governance aligns with her background; however, independence uncertainty and lack of direct equity ownership diminish alignment signals relative to Sponsor-controlled governance .
• Elevated conflict risk necessitates close monitoring of Audit Committee enforcement of the related-party policy and of any post–business combination compensation structures .
• Absence of director-specific compensation/attendance detail pre–business combination limits assessment of board effectiveness; scrutiny should increase at de-SPAC when compensation structures and performance metrics are established .