David Levinson
About David Levinson
David Levinson has served as an independent director of Spring Valley Acquisition Corp. II (SVII) since October 2022. He is Managing Director and Chief Operating Officer of Pearl Energy Investment Management, LLC, focusing on transaction due diligence/execution, portfolio board work, and compliance; previously he managed William J. Quinn’s family office (2013–2015), held senior roles at GTx, Inc. (2003–2013) including Secretary of the Audit Committee, and practiced corporate M&A at Dechert LLP (1996–2000). He holds a B.A. in Economics (Penn), J.D. (University of Chicago), and M.B.A. (Duke Fuqua); SVII’s board deems him independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pearl Energy Investment Management, LLC | Managing Director & COO | 2015–present | Oversees compliance program; transaction due diligence/execution; serves on portfolio company boards |
| William J. Quinn Family Office | Investment & office management | 2013–2015 | Managed investment portfolio and office operations |
| GTx, Inc. | Director of Business Development, Licensing & Financial Analysis; finance team | 2003–2013 | Created budgeting/forecasting; worked on IPO/follow‑ons; served on disclosure control committee; Secretary of Audit Committee; executive steering committee |
| Dechert LLP | Corporate Associate (M&A/public securities) | 1996–2000 | Executed M&A and securities transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in SVII filings | — | — | No current public company directorships disclosed for Mr. Levinson |
Board Governance
- Committee assignments: Not listed as a member of SVII’s Audit, Compensation, or Nominating Committees; those committees are comprised of other independent directors (Buzby, Thompson, Youngblood) .
- Independence: The SVII board has determined Levinson is an “independent director” under Nasdaq standards; independent directors meet regularly in executive sessions .
- Tenure: Director since October 2022; classified with Mr. Sorrells in the third director class for staggered terms .
- Sponsor control and board dynamics: Prior to the business combination, holders of a majority of Class B shares (controlled by the Sponsor) may fill board vacancies or remove board members; the Sponsor and related holders collectively own ~76.4% of outstanding shares and have stated intent to vote in favor of SVII proposals .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | Not disclosed | No director cash retainer disclosure found in FY 2024 10‑K or DEF 14A materials reviewed |
| Committee fees | Not disclosed | Not disclosed in reviewed SVII filings |
| Administrative fee (company) | $10,000/month | Paid to an affiliate of the Sponsor for office space and administrative support; not a director fee but relevant to related‑party exposure |
Performance Compensation
| Metric | Inclusion in Director Pay | Notes |
|---|---|---|
| Equity‑based awards (RSUs/PSUs) | Not disclosed for directors | Independent directors collectively hold founder‑derived converted shares, but Mr. Levinson specifically is shown with no individual holdings in SVII’s beneficial ownership table |
| Option awards | Not disclosed for directors | No director option compensation disclosed; company has private placement warrants at Sponsor level |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| Spring Valley Acquisition Sponsor II, LLC | Corporate Secretary (signatory) | Mr. Levinson signed Sponsor agreements; Sponsor controls 76.4% of SVII shares and holds 13,350,000 private placement warrants, creating potential conflicts around voting, financing, and economics |
Expertise & Qualifications
- Transaction execution, M&A and public offerings experience (Dechert LLP; GTx IPO/follow‑ons) .
- Audit and disclosure governance familiarity (Secretary of Audit Committee; disclosure controls at GTx) .
- Energy and sustainability investing/operations through Pearl Energy role, aligned with SVII’s sector focus .
Equity Ownership
| Holder | Shares Beneficially Owned | Approx. % of Ordinary Shares |
|---|---|---|
| Spring Valley Acquisition Sponsor II, LLC (Sponsor) | 7,546,667 | 76.4% |
| David Levinson (individual) | — | — |
| All officers and directors as a group (7 individuals) | 120,000 | 1.2% |
Governance Assessment
- Alignment: SVII shows that three independent directors each hold 40,000 converted founder shares; Mr. Levinson’s individual beneficial holdings are shown as none, which reduces personal “skin‑in‑the‑game” while his Sponsor role may provide indirect economic exposure via Sponsor equity and warrants .
- Independence & committees: SVII does not place Mr. Levinson on audit/compensation/nominating committees; given his Sponsor affiliation, exclusion from these committees helps mitigate Rule 10A‑3 audit committee independence concerns .
- Conflicts & related‑party risks (RED FLAGS):
- Sponsor affiliation and signatory role while the Sponsor can appoint/remove directors pre‑business combination and controls voting power (76.4%) .
- Sponsor indemnification and economics (private warrants; potential profits even with post‑combination share price pressure) misaligning with public shareholders; working capital loans convertible into warrants add further related‑party complexity .
- Delisting risk if SVII fails to consummate a business combination within Nasdaq’s SPAC timeline, which can impair liquidity and investor protections independent of director performance .
Net: Mr. Levinson brings meaningful governance and transaction expertise; however, his active Sponsor affiliation and the Sponsor’s control rights present material perceived conflicts. Investors should monitor committee compositions, related‑party transactions oversight, and any changes to director equity holdings to gauge alignment and board effectiveness .