Sigal Regev
About Sigal Regev
Sigal Regev, 58, has served as an independent director of TGAAF since 2021. She chairs TGAAF’s Audit Committee and is designated by the Board as an “audit committee financial expert.” Her background spans 30+ years in Israel’s healthcare system, including CEO of Meuhedet Health Services (serving ~1.3 million people), CFO of Meuhedet (responsible for ~$2 billion budget), and senior roles at Clalit Health Services. She holds an M.A. in Social Sciences and Economics and a B.A. in Economics, Mathematics, and Computer Science from Ben-Gurion University of the Negev .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meuhedet Health Services | Chief Executive Officer | Not disclosed | Led Israel’s 3rd-largest HMO (~1.3M members) |
| Meuhedet Health Services | Chief Financial Officer | 5 years | Managed ~$2B budget |
| Clalit Health Services | Vice President, Innovation Planning and Research | Over 22 years | Senior leadership across planning and research |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Danel Group | Chairwoman | Current | Business support services; Board fiduciary duties table lists “Chairperson” |
| Israel Discount Bank | Director | Current | Banking services; listed in affiliations table |
Board Governance
| Attribute | Details |
|---|---|
| Board class/term | Class II; re-appointed June 2024 to hold office until the 2027 annual general meeting, subject to earlier death, resignation or removal |
| Independence | Determined independent under Nasdaq standards |
| Committees | Audit (Chair), Compensation (Member), Nominating (Member) |
| Audit Committee credential | Board determined Regev qualifies as an “audit committee financial expert” under SEC rules |
| Independent sessions | Independent directors hold regularly scheduled meetings without management |
| Attendance | Not disclosed |
| Pre-combination appointment/removal mechanics | Prior to a business combination, Class B holders control appointment/removal of directors per Articles; changes post-combination shift to ordinary resolutions |
Fixed Compensation
| Component | FY 2024/FY 2025 Pre-Business Combination | Notes |
|---|---|---|
| Annual retainer (cash) | $0 | No cash compensation to directors prior to business combination |
| Committee membership fees | $0 | Not paid pre-combination |
| Committee chair fees | $0 | Not paid pre-combination |
| Meeting fees | $0 | Not paid pre-combination |
| Expense reimbursement | Out-of-pocket expenses reimbursed; office/admin services to sponsor affiliate reimbursed $10,000/month until May 31, 2024 (company expense) |
Performance Compensation
| Instrument | Grant/Conversion | Amount/Terms | Vesting/Restrictions |
|---|---|---|---|
| Founder shares (Class B) transferred by Sponsor | March 2021 transfer to each independent director | 25,000 Class B shares | Converted to Class A on June 11, 2023; subject to legacy founder restrictions including transfer limits, waiver of redemption and liquidation rights, and obligation to vote in favor of a Business Combination |
| Options | None disclosed | — | — |
| RSUs/PSUs | None disclosed | — | — |
| Performance metrics tied to pay | None disclosed pre-business combination; compensation of directors may be determined post-combination by independent directors/committee | ||
| Clawback policy (executive-focused) | Adopted Oct 2, 2023 per Nasdaq Rule 5608 (mandatory recovery for restatements) | Applies to “Covered Officers” under SEC rules | Board/Compensation Committee may recoup 3-year lookback |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Danel Group | Chairwoman | External fiduciary duties; TGAAF discloses directors may have obligations to other entities potentially creating conflicts |
| Israel Discount Bank | Director | Banking sector role; TGAAF notes directors’ external commitments may limit time or create conflicts |
Expertise & Qualifications
- Healthcare leadership (CEO/CFO roles at major HMOs; senior roles at Clalit) .
- Financial expertise (Audit Committee Chair and “audit committee financial expert” under SEC rules) .
- Academic credentials in economics, math, computer science; advanced social sciences/economics degree .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Class B Shares | Approximate % Outstanding | Notes |
|---|---|---|---|---|
| Sigal Regev | 25,000 | — | <1% | Converted founder shares; restrictions applied to converted shares per proxy |
Insider trading and ownership reporting:
- Section 16(a) compliance: no delinquent filers for year ended Dec 31, 2024 .
- Form 4 activity: No insider trades found for “Sigal Regev” between 2024-01-01 and 2025-11-20 using insider-trades skill (script run returned “No insider trades found”).
Governance Assessment
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Strengths:
- Independent director with deep financial oversight; Audit Committee Chair and SEC-defined financial expert, enhancing control environment and audit quality .
- Active on Compensation and Nominating Committees; committee charters provide for independent adviser vetting and governance standards .
- Independent director determinations under Nasdaq; independent-only executive sessions are held .
- Adopted related-party transaction review policy via Audit Committee charter; abstention rules for conflicted members .
-
Areas to monitor/RED FLAGS:
- Founder-share grant to independent directors and conversion terms include obligation to vote in favor of a Business Combination, which can reduce perceived independence in deal approval; restrictions include transfer and liquidation waivers .
- Sponsors hold substantial rights post-combination (e.g., nomination of three directors as long as they hold certain securities), potentially influencing board composition and independence .
- Initial shareholders hold ~75.1% voting power; quorum and voting dynamics heavily influenced by sponsors/insiders during extension votes .
- Directors have multiple external fiduciary obligations; TGAAF discloses potential conflicts and time allocation risks common to SPAC structures .
- No disclosure of board/committee attendance rates, limiting external assessment of engagement (not disclosed).
Related-party context: Sponsor transferred founder shares to independent directors and made multiple non-interest-bearing loans to the Company; Audit Committee policy governs related-party approvals. No specific related-party transactions are identified as involving Regev beyond the founder-share transfer common to independent directors .