Dominik Oggenfuss
About Dominik Oggenfuss
Independent director at Welsbach Technology Metals Acquisition Corp. (WTMA), with independence affirmed under Nasdaq/SEC standards in WTMA’s 2024 and 2025 proxy materials . Beneficial ownership disclosures show less than 1% ownership and no reported shares as of May 19, 2025 and September 5, 2025 . He was initially designated in November 2024 as a mutually agreed post‑closing director for the contemplated Evolution Metals & Technologies (“New EM”) board, but he did not appear among the directors elected at the June 27, 2025 special meeting and subsequent amendments updated board slates without him .
Board Governance
- Independence status: The Board determined that Mr. Oggenfuss is an independent director under Nasdaq listing rules and SEC standards; independent directors hold executive sessions .
- Related‑party safeguards: Any related‑party deals require audit committee approval and a majority of disinterested directors; affiliated business combinations require an independent fairness opinion and majority approval from independent directors . The policy and independence affirmations were reiterated in 2025 proxy filings .
- Post‑combination board trajectory: November 2024 merger disclosure contemplated Mr. Oggenfuss as one of two mutually agreed directors on the post‑closing board . However, the June 27, 2025 vote elected a different slate without him, and February/August 2025 amendments updated board size/class composition naming other directors, indicating a change from earlier expectations .
- Governance context: Sponsor ownership rose from 65.1% (May 19, 2025) to 92.7% (September 5, 2025), concentrating control and shaping board dynamics .
Fixed Compensation (Non‑Employee Director Policy Pre‑Business Combination)
| Component | Oggenfuss (Policy Applies) |
|---|---|
| Annual cash retainer | $0 (no compensation of any kind pre‑business combination) |
| Meeting fees | $0 (no compensation of any kind pre‑business combination) |
| Committee chair/member fees | $0 (no compensation of any kind pre‑business combination) |
| Equity retainer (RSUs/DSUs/options) | None pre‑business combination |
| Expense reimbursement | Out‑of‑pocket expenses reimbursed; reviewed quarterly by audit committee |
Notes: WTMA disclosed a policy of no compensation to directors prior to completing an initial business combination; this applies across cash and equity. Expenses incurred on the company’s behalf may be reimbursed subject to audit committee review .
Performance Compensation
| Element | Oggenfuss (Pre‑Business Combination) |
|---|---|
| Short‑term incentive (bonus) | None (no compensation pre‑business combination) |
| Stock awards (RSUs/PSUs) | None (no compensation pre‑business combination) |
| Option awards | None (no compensation pre‑business combination) |
| Performance metrics (e.g., TSR, EBITDA) | Not applicable given no performance awards pre‑business combination |
Context: WTMA disclosed a contingent share‑compensation arrangement for a different independent director (Justin Werner) to be issued by the post‑combination entity, immediately following a completed business combination; no such arrangement was disclosed for Mr. Oggenfuss in the cited filings .
Equity Ownership
| Metric | May 19, 2025 | Sep 5, 2025 |
|---|---|---|
| Shares beneficially owned | — (reported as “—”) | — (reported as “—”) |
| Ownership % | <1% (indicated by “*”) | <1% (indicated by “*”) |
| Shares outstanding basis | 3,366,765 shares | 2,363,912 shares |
Notes: Sponsor controlled 65.1% as of May 19, 2025 and 92.7% as of September 5, 2025; Mr. Oggenfuss reported no shares and less than 1% ownership in both snapshots .
Other Directorships & Interlocks
- Transaction disclosure in November 2024 contemplated seating Mr. Oggenfuss on the post‑closing “New EM” board as a mutually agreed director; this was a proposed role tied to the merger and later not reflected in the June 27, 2025 election results and subsequent amendments .
Governance Assessment
- Alignment: Reported beneficial ownership of “—” and <1% suggests limited economic alignment relative to shareholders; meanwhile, sponsor concentration is extremely high (65.1% rising to 92.7%), potentially reducing minority investor influence over board matters .
- Independence and safeguards: Independence affirmed; related‑party and affiliate‑deal policies require fairness opinions and approvals by independent directors, which are positive governance safeguards for SPAC structures .
- Board stability signal: The shift from a November 2024 plan naming Mr. Oggenfuss to the post‑closing board to a different elected slate by June 27, 2025, with further amendments thereafter, indicates governance fluidity during the transaction process—something investors may monitor for stability and continuity risks .
- Compensation structure: No cash or equity paid to directors pre‑business combination reduces pay‑related conflicts; however, it also limits performance‑based alignment prior to closing. Contingent share arrangements may be used post‑closing for certain directors (example: Werner), but none are disclosed for Mr. Oggenfuss in the cited materials .
RED FLAGS to monitor:
- Extremely concentrated sponsor ownership (92.7% as of September 5, 2025), which can dominate governance outcomes .
- Post‑combination board composition changes versus initial disclosures (designation in Nov 2024 vs. election results in June 2025), signaling potential instability in governance planning .
Board Governance (Policies Referenced)
- Independent‑only sessions are held on a regular schedule .
- Any related‑party transactions must be approved by the audit committee and a majority of disinterested directors; for affiliated business combinations, an independent fairness opinion and approval by independent directors are required .