Olga Castells
About Olga Castells
Olga Castells is an independent director of Trailblazer Merger Corporation I (TBMC). She is a CPA (Florida) with a BS in Accounting (cum laude) and an MS in Taxation from the University of Miami, and has held senior tax leadership roles in multinational environments, including Oracle and PwC; since November 2024, she has been a Managing Director at Socorro Partners focusing on Tax M&A and middle-market tax consulting . TBMC’s filings identify Castells as one of the board’s independent directors under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Socorro Partners | Managing Director (Tax M&A) | Since Nov 2024 | Tax advisory leadership for middle-market clients |
| Oracle Corporation | Tax Senior Director | Since 2010 | Led audit controversy matters in Canada & Latin America (~$3B region), managed 100+ audits across 9 countries |
| PricewaterhouseCoopers (PwC) | Various roles | ~5 years prior to Oracle | International tax planning for large multinationals across multiple regions and industries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Castells |
Board Governance
- Independence: TBMC states Barak Avitbul, Olga Castells, and Patrick Donovan are independent directors under Nasdaq standards .
- Audit Committee: Members are Avitbul, Castells, and Donovan; Donovan is Chair. All are independent; committee duties include auditor oversight, pre-approval of services, related-party transaction reviews, and compliance matters .
- Compensation Committee: Members are Avitbul, Castells, and Donovan; Avitbul is Chair. Duties include executive compensation policies, incentive plan oversight, disclosure compliance, and director remuneration recommendations (post-business combination) .
- Director Nominations: TBMC has no standing nominating committee; independent directors (Avitbul, Castells, Donovan) participate in nominating recommendations under Nasdaq Rule 5605(e) .
- Independent Sessions: TBMC notes independent directors will have regularly scheduled meetings with only independent directors present .
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | None | TBMC states no compensation of any kind is paid to directors prior to consummation of an initial business combination; only out-of-pocket reimbursements are allowed . |
| Committee membership fees | None | No director fees pre-business combination . |
| Committee chair fees | None | No director fees pre-business combination . |
| Meeting fees | None | No director fees pre-business combination . |
Performance Compensation
| Metric/Instrument | Disclosure | Vesting/Terms |
|---|---|---|
| Equity awards (RSUs/PSUs) | None before business combination | TBMC does not grant or pay equity compensation to directors before the initial business combination . |
| Options | None before business combination | No options awarded to directors prior to business combination . |
| Cash bonus | None before business combination | No cash bonuses to directors prior to business combination . |
| Performance metrics (TSR/EBITDA/ESG) | Not applicable pre-business combination | Compensation policies will be determined by the post-combination board if applicable . |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Other public company boards | None disclosed for Castells |
| Compensation committee interlocks | TBMC discloses none among its officers over the past year; compensation oversight remains with independent directors . |
Expertise & Qualifications
- Technical expertise: International tax planning, audit controversy management, M&A tax due diligence; CPA licensed in Florida .
- Industry experience: Multinational operations across Canada, Latin America, Europe, Asia, and the Caribbean; sectors include consumer products, retail, manufacturing, franchise services, and power generation .
- Governance credentials: Independent director; member of Audit and Compensation Committees; participates in director nominations under Nasdaq rules .
Equity Ownership
| Item | Value | As-of Date |
|---|---|---|
| Total beneficial ownership (% of outstanding shares) | Less than 1% | Sept 2, 2025 |
| Shares pledged as collateral | None disclosed | Sept 2, 2025 |
| Ownership guidelines | Not disclosed | — |
| Vested vs unvested shares | Not disclosed | — |
Governance Assessment
- Signals supporting effectiveness:
- Independent status and service on both Audit and Compensation Committees align with governance best practices; audit committee includes an SEC-defined “financial expert” (Donovan) and performs robust oversight (auditor independence, related-party reviews) .
- Participation in director nominations by independent directors (including Castells) without a standing committee reflects compliance with Nasdaq Rule 5605(e) and keeps influence with independent directors .
- Risk indicators and potential conflicts:
- SPAC structure: The Sponsor beneficially owns ~47.11% of voting power (as of Sept 2, 2025), which can influence outcomes; TBMC explicitly discloses directors and officers have interests that may differ from stockholders regarding extension and business combination approvals .
- Pre-combination compensation framework: No director compensation or equity grants prior to closing may limit traditional pay-for-performance alignment at the SPAC stage; only reimbursements are permitted .
- Related-party safeguards exist but execution risk remains: Any related-party transactions require audit committee and independent director approval and must be on no less favorable terms than third parties; TBMC prohibits consummating a business combination with insider-affiliated entities without fairness opinions and independent director approval .
- Attendance/engagement:
- TBMC does not disclose director meeting attendance rates in recent proxy/10-K materials; independent director-only sessions are planned .
RED FLAGS
- Concentrated sponsor control (~47.11% voting power) may diminish minority shareholder influence and raise concerns about board independence in extension votes .
- Directors and officers have stated interests in extension proposals that can conflict with public stockholder preferences, per TBMC disclosures of potential conflicts .