Gerhard Cromme
About Gerhard Cromme
Gerhard Cromme (age 82) is Chairman of the Board at Target Global Acquisition I Corp. (TGAAF) since 2021; he is a veteran supervisory board leader in Europe with deep industrial and governance experience. He holds degrees in law (University of Münster, University of Lausanne) and economics (University Sorbonne, Paris; Harvard PMD), and has chaired major German blue-chips including Siemens and ThyssenKrupp .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Siemens (ETR: SIE) | Chairman, Supervisory Board | Prior | Led governance of a global industrial conglomerate |
| ThyssenKrupp (ETR: TKA) | Chairman, Supervisory Board | Prior | Oversaw restructuring and strategic governance |
| AUTO1 (ETR: AG1) | Chairman, Supervisory Board | Prior | Guided scale-up governance at a European auto marketplace |
| Axel Springer | Member, Supervisory Board | Prior | Media governance |
| E.ON (ETR: EOAN) / Ruhrgas | Member, Supervisory Board | Prior | Energy sector oversight |
| Volkswagen (ETR: VOW3) | Member, Supervisory Board | Prior | Automotive governance |
| BNP Paribas (EPA: BNP) | Member, Supervisory Board | Prior | Banking oversight |
| Saint-Gobain | Member, Supervisory Board | Prior | Industrial materials governance |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Target Global (TG) | Chairman, Advisory Board | Current | TG is affiliated with TGAAF’s Original Sponsor |
| eClear AG | Chairman, Supervisory Board | Current | European payments compliance firm |
| Aroundtown (ETR: AT1) | Chairman, Advisory Board | Current | Listed commercial real estate company |
| Highview Enterprises Ltd. | Member, Supervisory Board | Current | Energy storage/industrial enterprise |
Board Governance
- Board role: Chairman and Director; not classified as an independent director. Independent directors at TGAAF are Michael Abbott, Lars Hinrichs, Sigal Regev, and Jeffrey Clarke .
- Committee assignments: TGAAF’s audit, compensation, and nominating committees are comprised of independent directors; Cromme is not listed as a member of any committee .
- Committee chairs: Audit – Sigal Regev; Compensation – Michael Abbott; Nominating – Michael Abbott .
- Years of service: On TGAAF board since 2021 .
- Attendance/Executive sessions/Lead Independent Director: Not disclosed; independent directors hold scheduled meetings without management .
Fixed Compensation
TGAAF discloses no cash compensation for directors (or executives); directors are reimbursed only for reasonable out-of-pocket expenses. Founder shares were transferred pre-IPO from the Original Sponsor as equity-based director compensation .
| Component (Latest available) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $0 | No cash paid to directors |
| Meeting fees | $0 | Not paid |
| Committee membership/chair fees | $0 | Not paid |
| Equity (Founder Shares) | 100,000 Class B (converted to Class A in 2023) | Transfer from Original Sponsor to Dr. Cromme; subject to transfer restrictions and voting/waiver obligations |
Performance Compensation
- No performance-based compensation metrics (TSR/revenue/EBITDA/ESG) disclosed for directors; TGAAF states no compensation of any kind will be paid to Sponsor, executive officers, or directors prior to a business combination .
- Clawback policy: TGAAF adopted an SEC/Nasdaq-compliant executive compensation clawback policy on Oct 2, 2023 (Rule 5608) for recovery of incentive-based compensation upon restatement; applicable to Covered Officers, not specifically to non-executive directors .
| Metric | Target | Measurement Period | Vesting/Triggers |
|---|---|---|---|
| Performance equity metrics (directors) | Not disclosed | N/A | None disclosed |
Other Directorships & Interlocks
| Entity | Nature | Potential Interlock/Conflict |
|---|---|---|
| Target Global (TG) – Advisory Board Chair | Sponsor affiliate | TGAAF’s Original Sponsor is affiliated with TG; creates sponsor-related influence/interlock |
| Public boards (eClear, Aroundtown) | External roles | No direct TGAAF transactional exposure disclosed |
| Prior major boards (Siemens, ThyssenKrupp, etc.) | External experience | Historic governance roles; no current TGAAF RPT noted |
- Registration and shareholder rights agreement grants sponsor parties board nomination rights post-business combination (Original Sponsor entitled to nominate three directors while holding covered securities), increasing sponsor influence over board composition .
- TGAAF acknowledges director/officer conflicts and fiduciary duty constraints under Cayman law; opportunities may be presented elsewhere first if fiduciary obligations exist; TGAAF renounces interest unless offered solely in TGAAF capacity .
Expertise & Qualifications
- Governance: Former chairman/member of multiple European supervisory boards; deep experience in oversight of large, complex companies .
- Legal and economics training: Law degrees (Münster, Lausanne); economics (Sorbonne; Harvard PMD) .
- Sector breadth: Industrials, automotive, energy, banking, media, real estate .
Equity Ownership
| Holder | Class B Owned | Class A Owned | % Outstanding |
|---|---|---|---|
| Gerhard Cromme | — | 100,000 | 1.4% of Ordinary Shares (based on 7,153,431 total) |
Ownership and restrictions:
- Founder shares converted to Class A on June 11, 2023 and remain subject to prior Class B restrictions, including transfer restrictions, waiver of redemption/liquidation rights, and obligation to vote in favor of a business combination .
- Hedging policy: Company has not adopted a hedging policy for its securities; no disclosure of pledging by directors (red flag for alignment) .
Governance Assessment
- Independence and committee participation: Cromme is not independent and does not sit on key committees (audit/compensation/nominating), which are fully independent. This preserves committee independence but concentrates board chair authority outside committee oversight .
- Sponsor influence and interlocks: Advisory board chair role at Target Global (Original Sponsor affiliate) and sponsor nomination rights create meaningful sponsor control over TGAAF governance; potential conflicts should be mitigated by robust related-party and audit committee review .
- Compensation alignment: No cash pay; equity via founder shares with transfer/voting restrictions and no redemption rights. Alignment exists through share ownership, but absence of director ownership guidelines and hedging policy weakens safeguards. Founder equity came via related-party transfer (Sponsor) rather than market-based annual director equity .
- RED FLAGS:
- Delisted from Nasdaq (Dec 2024) due to 36-month SPAC rule; now OTC—implications for liquidity, governance optics, and institutional ownership .
- Material weakness in internal control over financial reporting (completeness/accuracy of expenses and related-party transactions), not remediated as of Dec 31, 2024 .
- Going concern risks and heavy reliance on sponsor financing/extension mechanisms; extension history and settlement/termination of VenHub deal underscore execution risk .
- No hedging policy for directors/officers; absence of explicit pledging prohibitions .
- Related-party governance: Monthly reimbursement to a Sponsor affiliate for admin services until May 31, 2024 ($10,000/month) and extensive sponsor share/warrant structures necessitate rigorous RPT oversight (audit committee policy in place) .
- Shareholder rights and voting: Initial shareholders (including sponsor parties/directors) held ~75.1% of votes as of May 30, 2025; can approve extensions/transactions without public shareholder support—heightens governance scrutiny and need for investor engagement .
Appendix: Committee Structure (reference)
- Audit Committee: Members – Michael Abbott, Lars Hinrichs, Sigal Regev (Chair), Jeffrey Clarke; Regev deemed “audit committee financial expert” .
- Compensation Committee: Members – Michael Abbott (Chair), Lars Hinrichs, Sigal Regev, Jeffrey Clarke; can retain independent consultants subject to SEC/Nasdaq independence review .
- Nominating Committee: Members – Michael Abbott (Chair), Lars Hinrichs, Sigal Regev, Jeffrey Clarke; criteria emphasize ethics, professionalism, skills diversity .
Notes on Data Availability
- Director meeting attendance, say-on-pay outcomes, meeting fees, option awards, severance/CoC terms, ownership guidelines compliance, and insider Form 4 transactions for Cromme are not disclosed in TGAAF’s latest DEF 14A (June 3, 2025) and FY2024 10-K (Apr 17, 2025); TGAAF states no director compensation is paid prior to a business combination .
References: