Patrick Donovan

About Patrick Donovan

Patrick Donovan is an independent director of Trailblazer Merger Corporation I (TBMC). He has served as CFO of Pure Thought, Inc., an AI software startup, since February 2025, and is a founding partner of Lokahi Capital in Delray, Florida. His prior career includes roles in commercial real estate finance, investment banking at Credit Suisse in London (2005), fixed income portfolio management at UBS in London, and structured credit trading at AVM/III Capital in Florida. He holds an MBA from Washington University’s Olin School of Business and a BS in Finance from the University of Missouri . He is classified in TBMC’s second director class (with term expiring at the second annual meeting) and is explicitly identified as an independent director under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: Donovan is one of TBMC’s three independent directors (with Barak Avitbul and Olga Castells) per Nasdaq standards .
• Committee assignments:
  • Audit Committee: Member and Chair; designated the Board’s “audit committee financial expert” under SEC rules .
  • Compensation Committee: Member (Chair is Barak Avitbul); participates in reviewing executive compensation policies and administering incentive plans as applicable post-combination .
  • Nominating/Governance: TBMC has no standing nominating committee; independent directors (including Donovan) collectively recommend nominees per Nasdaq Rule 5605(e) .
• Independent director meetings: TBMC states independent directors will have regularly scheduled meetings at which only independent directors are present .

Fixed Compensation

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Financial sophistication: Board determined Donovan qualifies as an “audit committee financial expert” (SEC definition) .
• Capital markets and credit: Investment banking (Credit Suisse), fixed income (UBS), structured credit (AVM/III) background .
• Executive experience: CFO of AI startup; private equity founding partner .
• Academic credentials: MBA (Washington University Olin), BS Finance (University of Missouri) .

Equity Ownership

Context: TBMC’s Sponsor beneficially owns ~47.1% of voting power through Private Shares/Class B; officers/directors as a group (7) are listed at 47.1% solely via Sponsor holdings, with individual directors (including Donovan) shown as <1% beneficial ownership apart from Sponsor attributions . The DEF 14A for 2025 shows Sponsor voting control of ~47.11% at the record date .

Governance Assessment

• Strengths:

  • Independent status and chairing of the Audit Committee, with SEC “financial expert” designation—supports robust oversight of financial reporting and related-party approvals .
  • Participation on Compensation Committee with fully independent composition, aligning post-combination pay governance to independent review .
  • No director cash compensation pre-combination; only expense reimbursements reviewed quarterly, reducing near-term pay-related conflicts .

• Risks and red flags:

  • Sponsor influence: Sponsor holds ~47% voting power, which can shape outcomes on extensions and business combination votes—potential misalignment with public holders .
  • Non-redemption arrangements and share purchases: Sponsor/directors/officers may purchase Public Stock or enter into non-redemption agreements before votes to increase approval likelihood, which can impact independence of the vote and dilution dynamics for remaining holders .
  • Pre-combination pay opacity is not a concern (no compensation), but TBMC discloses potential for post-combination consulting/management fees to directors who remain—terms determined later by the combined company’s board, which warrants investor monitoring for pay-for-performance alignment after closing .

• Related-party oversight and policy:

  • Audit Committee must pre-approve related-party transactions and a majority of disinterested independent directors must approve, with a Code of Ethics screening (threshold >$120,000) .
  • TBMC commits not to consummate a business combination with an affiliate of insiders without an independent fairness opinion and approval by a majority of disinterested independent directors .

Overall implication: Donovan’s audit chair role and financial expert status are positive signals for board effectiveness. The SPAC-specific risk profile—heavy Sponsor control and ability to influence redemption dynamics—should be weighed by investors when assessing governance quality and future pay/ownership alignment post-merger .

Notes on Attendance and Say-on-Pay

• Board/committee attendance rates: Not disclosed in the reviewed filings.
• Say-on-Pay history: Not applicable pre-business combination; no such proposals disclosed in the extension proxies and the FY2024 10-K .

Insider Trades

The reviewed DEF 14A (2024, 2025) and FY2024 10-K did not include director-specific transaction tables; investors should monitor EDGAR for any Form 4s filed by Donovan .

Director Compensation Structure Watchouts

• Pre-combination: No compensation of any kind to directors/officers/sponsor; only expense reimbursement outside trust; audit committee reviews quarterly .
• Post-combination: Directors who remain may be paid consulting/management fees; amounts and structures will be disclosed in combination materials or determined by the combined company’s independent directors/compensation committee .

Committee Summary