Jeffrey Clarke
About Jeffrey Clarke
Jeffrey Clarke, age 62, is an independent director of Target Global Acquisition I Corp. (TGAAF) since November 22, 2023, with extensive public company and technology operating experience (CA, HP, Compaq, Kodak, Travelport) and an MBA from Northeastern University, where he is a Trustee . He currently serves as CEO of Insurity LLC (since January 2025) and holds board/executive roles at Doxim, Mondee Holdings and Columbia Care, with prior director roles at Autodesk, Red Hat, Compuware, Orbitz and others . He is a Class I director whose term runs to the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastman Kodak Company | Chief Executive Officer and Director | ~2014–2019 | Led restructuring/divestiture of packaging print, reducing debt |
| CA Technologies (CA Software) | Chief Operating Officer | Prior to Kodak | Large-scale operations leadership |
| Hewlett-Packard | EVP Global Operations | Prior to Kodak | Enterprise operations |
| Compaq Computer | Chief Financial Officer | Prior to HP | Finance leadership |
| Travelport Limited | CEO/Chair/Executive Chair | Prior roles | Travel technology industry leadership |
| FTD, LLC | Director; Interim CEO | ~2019–2023 | Turnaround and governance |
| E.Merge Technology Acquisition Corp. | Co-CEO and Director | 2020–2022 | SPAC leadership |
| Docker; Generate Life Sciences; Autodesk; Red Hat; Compuware; Orbitz | Director | Various prior years | Technology governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Insurity LLC (private) | Chief Executive Officer | Since Jan 2025 | Insurance software |
| Doxim (private) | Executive Chairman | Current | Financial services communications |
| Mondee Holdings (NASDAQ: MOND) | Director | Current | Public company directorship |
| Columbia Care (CSE: CCHW) | Director | Current | Public company directorship |
| Travelport Worldwide Ltd. (private) | Director | Current | Travel technology |
Board Governance
- Independence: Board determined Clarke meets Nasdaq and Rule 10A-3 independence standards .
- Appointment and Term: Appointed November 22, 2023; Class I director; term through 2026 annual meeting .
- Committee memberships: Member, Compensation Committee; Member, Nominating Committee; previously listed as member, Audit Committee (Audit Committee chaired by Sigal Regev; Compensation and Nominating chaired by Michael Abbott) .
- Attendance/Engagement: Company encourages but does not require director attendance at annual meetings; no per-director attendance rates disclosed .
- Section 16 compliance: Company reported no delinquent Section 16(a) filings for 2024 .
Fixed Compensation
| Component | Amount/Status | Source |
|---|---|---|
| Annual retainer (cash) | None paid to directors prior to business combination | |
| Committee membership fees | None paid prior to business combination | |
| Committee chair fees | Not applicable to Clarke (chairs named elsewhere); generally no cash fees pre-business combination | |
| Meeting fees | None paid prior to business combination |
Performance Compensation
| Equity/Variable Pay | Grant Date | Instrument | Quantity/Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| None disclosed for Clarke | — | — | — | — | — |
The Company indicates directors have not received cash compensation and describes founder-share transfers to independent directors in March 2021 (pre-dating Clarke’s appointment), with no current equity grant disclosures for Clarke .
Other Directorships & Interlocks
| Company | Relationship to TGAAF | Potential Interlock/Conflict Considerations |
|---|---|---|
| Mondee Holdings (MOND) | No disclosed transactions with TGAAF | No related-party transactions involving Clarke disclosed . |
| Columbia Care (CCHW) | No disclosed transactions with TGAAF | No related-party transactions involving Clarke disclosed . |
| Doxim | No disclosed transactions with TGAAF | No related-party transactions involving Clarke disclosed . |
| Insurity LLC | No disclosed transactions with TGAAF | No related-party transactions involving Clarke disclosed . |
Expertise & Qualifications
- Deep operating experience across enterprise software and hardware (CA, HP, Compaq) and travel tech (Travelport), plus CEO tenure at Kodak and multiple public boards .
- Finance and restructuring credentials (former CFO Compaq; debt reduction at Kodak) .
- MBA, Northeastern University; Trustee—useful for governance and oversight .
Equity Ownership
| Holder | Class A Owned | Class B Owned | Ownership % | Notes |
|---|---|---|---|---|
| Jeffrey Clarke | 0 | 0 | 0.0% (of 7,153,431 ordinary shares outstanding) | Beneficial ownership shows no current holdings. |
| Hedging/Pledging | — | — | — | Company has not adopted a hedging policy; pledging not disclosed . |
Related-Party Transactions & Conflicts
- No transactions between Clarke (or related persons) and TGAAF requiring Item 404(a) disclosure at appointment .
- Sponsor/insider share conversions and transfers detailed, but the March 2021 founder share transfer to “independent directors” predates Clarke; current beneficial ownership table lists Clarke with no shares .
- Audit Committee charter provides related-party review; uninterested independent directors must approve certain transactions; conflicts procedures embedded in Articles .
Compensation Structure Analysis (Signals)
- No cash or equity compensation to directors prior to business combination—reduces pay-for-performance concerns but also limits alignment through equity (Clarke currently holds no shares) .
- Post-business combination guidance: compensation to be set later by independent directors/compensation committee, with authority to engage independent consultants under charter .
Say-on-Pay & Shareholder Feedback
- No say-on-pay proposals disclosed; recent shareholder meeting focused on extension/amendment and adjournment .
- June 11, 2025 Shareholder Meeting: Extension approved (5,344,124 For; 636,637 Against); substantial redemptions reduced public float .
Risk Indicators & RED FLAGS
- RED FLAG: TGAAF securities delisted from Nasdaq in December 2024 due to SPAC timeline non-compliance (IM-5101-2); moved to OTC—implications for liquidity and institutional interest .
- RED FLAG: Extreme reduction in public float after June 2025 redemptions (only 84,746 Class A outstanding; ~$1.0M trust remaining)—heightened governance scrutiny and low alignment through public equity .
- Neutral: Clarke’s independence affirmed; no related-party transactions disclosed .
- Process safeguard: Articles require approval by uninterested independent directors for insider transactions; codified conflict management .
Governance Assessment
- Board effectiveness: Clarke adds seasoned operator and public company oversight experience across tech and restructuring, strengthening audit and compensation oversight capacity .
- Independence and committee roles: Independent status and service on Compensation/Nominating (and previously listed Audit) support robust governance; however, he is not a committee chair, limiting agenda-setting authority .
- Alignment: Clarke currently holds no TGAAF shares; with no director cash/equity pay pre-combination, alignment relies on reputation and fiduciary duty rather than financial stake .
- Confidence signals: Clean Section 16 compliance record and formalized committee charters are positives . Counterweights include the SPAC’s delisting, extended timeline, and minuscule public float post-redemption, which elevate overall governance risk not specific to Clarke but relevant to investor confidence in board oversight .