Sharon Youngblood
About Sharon Youngblood
Sharon Youngblood (age 71) is an independent director of Spring Valley Acquisition Corp. II (SVII). A biologist by training with expertise in immunology and molecular genetics, she held research roles at the Howard Hughes Institute and UT Southwestern’s Molecular Cardiology department, later consulting on biomedical applications in the semiconductor industry and serving across multiple conservation and education boards. She has served on SVII’s board since the IPO-effective period and was nominated as a Class I director for a three-year term in December 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howard Hughes Institute | Research Associate | Not disclosed | Biomedical research |
| UT Southwestern (Molecular Cardiology) | Research Associate | Not disclosed | Biomedical research |
| Semiconductor industry | Consultant (Biomedical applications) | Not disclosed | Applied biomedical consulting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Wildlife Fund (WWF) | Director | 2013–present | Conservation and development committees |
| Dallas Zoological Society | Director | 1991–1994 | Board oversight |
| Presbyterian Health Resources | Director | 2005–2011 | Board oversight |
| The Hockaday School | Trustee | 2008–2014 | Education governance |
| St. Philips School | Trustee | 2012–2018 | Education governance |
Board Governance
- Independence: Determined independent under NASDAQ standards; independent directors hold regular meetings at which only independent directors are present .
- Committees:
- Compensation Committee: Chair (Youngblood); fully independent
- Audit Committee: Member (Chair: Richard Thompson); fully independent; oversees auditor independence, controls, and payments to insiders
- Nominating Committee: Member (Chair: David Buzby); fully independent
- Tenure and election: Class I director; nominated for a three-year term at the January 10, 2024 EGM in lieu of annual meeting .
- Listing risk context: The board sought extensions to complete a business combination; 2025 proxy disclosed potential Nasdaq suspension/delisting for not meeting the 36-month completion rule (SPAC rule) by October 12, 2025 .
Fixed Compensation
| Component | Amount/Terms | Evidence |
|---|---|---|
| Annual cash retainer | None; directors received no cash compensation prior to a business combination | |
| Committee chair/member fees | None disclosed; no cash compensation prior to a business combination | |
| Meeting fees | None disclosed | |
| Reimbursements | Out-of-pocket expense reimbursement; reviewed quarterly by Audit Committee | |
| Administrative fees | Company pays $10,000/month to an affiliate of Sponsor for office/support services (not paid to directors personally) |
Performance Compensation
| Performance-linked element | Metrics/Targets | Vesting/Terms | Evidence |
|---|---|---|---|
| RSUs/PSUs | Not applicable; no equity awards to directors prior to business combination | ||
| Options | Not applicable; no options to directors prior to business combination | ||
| Bonus/COC/Severance | Not applicable for directors in SPAC phase |
Other Directorships & Interlocks
| Entity | Type | Role/Committee | Potential Interlock/Conflict |
|---|---|---|---|
| WWF | Non-profit | Director; conservation/development committees | Low operational overlap with SVII; non-commercial |
| Prior education/health boards | Non-profit | Various trustee/director roles | Low operational overlap |
Expertise & Qualifications
- Degrees: BS in Biophysics (Southern University); PhD (MIT); postdoctoral training at UT Southwestern .
- Technical domain: Immunology, molecular genetics; applied biomedical consulting in semiconductor industry .
- Sustainability and conservation: Multi-decade board service; current WWF committee roles .
- Governance credentials: Chairs Compensation Committee; serves on Audit and Nominating Committees .
Equity Ownership
| Holder | Shares | Type | % Outstanding | As-of Date | Evidence |
|---|---|---|---|---|---|
| Sharon Youngblood | 40,000 | Founder Shares (Class B) | <1% | Nov 30, 2023 | |
| Conversion terms | N/A | Class B auto-convert to Class A at business combination | N/A | N/A | |
| Group (all officers & directors, 7 individuals) | 120,000 | Founder Shares | 1.2% (2025 record date set in proxy) | Sep 19, 2025 |
Governance Assessment
- Strengths: Independent director chairing Compensation Committee; member of Audit and Nominating (fully independent composition). Her scientific/technical background and conservation governance experience add diversity of expertise to a SPAC focused on sustainability themes .
- Alignment: She holds 40,000 founder shares—economic exposure is primarily sponsor-linked equity rather than cash fees; no pledging/hedging disclosures noted in proxies .
- Conflicts/Related-party exposure: SPAC structure concentrates control with Sponsor (e.g., 7,546,667 founder shares; 76.4% of outstanding shares at 2025 record date), and the company pays a monthly admin fee to a Sponsor affiliate. Audit Committee oversight includes reviewing payments to insiders; SVII disclosures highlight broad conflict-of-interest risks across Sponsor and management given multiple fiduciary duties and potential competing SPACs/funds; Youngblood’s external roles are non-profit and present low direct conflict .
- Red flags: Nasdaq listing risk due to the 36‑month completion rule (potential suspension/delisting), significant sponsor control, and reliance on shareholder extensions/redemptions. These are board-level governance risks that can affect investor confidence and transaction certainty .
Note: Attendance rates, director stock ownership guidelines, and insider trading activity for Youngblood were not disclosed in the DEF 14A materials reviewed; SVII states directors receive no cash compensation prior to a business combination, with founder shares as the principal director consideration .