Justin Werner
About Justin Werner
Independent director appointed July 19, 2024; currently serves on WTMA’s Audit and Compensation Committees. Background includes 20+ years in mining, Managing Director of Nickel Mines Limited (ASX:NIC), and Non‑Executive Director at Alpha HPA (ASX:A4N); University of Sydney BA in Management. Board determined Werner is independent under Nasdaq and SEC rules; he is not related to WTMA directors/officers and had no reportable related party transactions at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PT Gemala Borneo Utama | Founding Partner | Not disclosed | Developed Buduk heap leach gold; sold in 2008 to PT Renaissance Capital |
| Robust Resources (ASX) / Romang Island project | Exploration partner | Not disclosed | Identified ~1Moz polymetallic deposit; taken over in 2014 for A$97m by Anthony Salim |
| Augur Resources (ASX) | Managing Director | Not disclosed | Led discovery of 1.54Moz Au eq Randu Kuning (Central Java) |
| Global blue‑chip miners (BHP, Rio Tinto, Freeport, Lihir, Placer Dome) | Turnaround leader | Not disclosed | Delivered cost/productivity improvements “hundreds of millions of dollars” |
External Roles
| Company | Role | Public? | Geography/Industry | Notes |
|---|---|---|---|---|
| Nickel Mines Limited (ASX:NIC) | Managing Director | Public | Indonesia/Australia; Nickel PIG/HPAL | ASX-listed; market cap noted A$4B in bio |
| Alpha HPA (ASX:A4N) | Non‑Executive Director | Public | High-purity alumina; EV supply chain | Completing BFS for HPA plant |
Board Governance
- Independence: Board determined Werner is an “independent director” under Nasdaq listing rules and applicable SEC rules .
- Committee assignments: Appointed to Audit Committee and Compensation Committee on July 19, 2024 .
- Lead independent/executive sessions: WTMA states independent directors will have regularly scheduled meetings with only independent directors present .
- Governance controls: Related‑party transactions must be approved by the Audit Committee and a majority of disinterested directors; independent director majority required for business combination decisions .
Fixed Compensation
| Component | 2024–2025 Terms | Detail |
|---|---|---|
| Cash retainer | $0 (pre‑business combination) | WTMA discloses no compensation of any kind paid to directors prior to completion of an initial business combination . |
| Committee fees | $0 (pre‑business combination) | No director fees disclosed until business combination closes . |
| Indemnification | Standard director indemnity | Indemnity Agreement executed July 19, 2024 . |
Performance Compensation
| Instrument | Grant/Agreement Date | Quantity | Vesting/Trigger | Performance Metrics | Notes |
|---|---|---|---|---|---|
| MergeCo share compensation | July 19, 2024 (agreement executed) | Not disclosed | Issued immediately following consummation of WTMA initial business combination | Not disclosed | No other compensation; terms in Share Compensation Agreement (Ex. 10.2) . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Nickel Mines Limited (ASX:NIC) | Managing Director | Not disclosed | Focused on nickel; no disclosed business with WTMA/EM; could present opportunities or perceived conflicts in metals domain—subject to WTMA related‑party policy . |
| Alpha HPA (ASX:A4N) | Non‑Executive Director | Not disclosed | EV supply chain exposure; oversight by WTMA audit committee required if any transaction arises . |
Expertise & Qualifications
- Mining operations, project development, turnarounds across Asia/Americas/Australasia .
- Degree: BA in Management, University of Sydney .
- Sector knowledge in nickel, gold, alumina; EV supply chain relevance .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| May 19, 2025 | — | * (less than 1%) | Werner listed with “—” shares; group of officers/directors 2,234,712 shares (50.1%); sponsor controls 65.1% . |
| Sept 5, 2025 | — | * (less than 1%) | Werner listed with “—” shares; sponsor controls 92.7% amid redemptions . |
| May 13, 2024 | — | * (less than 1%) | Sponsor 49.2%; officers/directors group 50.1% . |
Governance Assessment
- Strengths: Independent status; Audit and Compensation committee membership; robust related‑party policy and requirement for disinterested director approvals .
- Alignment: No cash fees pre‑deal; equity only if business combination closes—high “deal‑contingent” at‑risk compensation .
- RED FLAGS:
- Sponsor concentration: Sponsor held 65.1% (May 2025) rising to 92.7% (Sept 2025) after redemptions, materially reducing public float and potentially limiting independent oversight influence .
- Deal‑contingent share compensation: Werner’s only compensation is MergeCo shares upon closing, which can create incentives to favor completion terms; requires careful monitoring by disinterested directors .
- Board interests: WTMA discloses directors/sponsor may lose entire investment if no business combination; Board acknowledges potential incentive misalignment; independent oversight and audit committee approvals are critical mitigants .
- Committee continuity: Mid‑2024 resignations (Emily King; Andrew Switaj) and Werner’s appointment indicate Compensation/Audit composition changes—monitor for experience balance and independence continuity .
Overall: Werner brings deep mining execution expertise aligned with WTMA’s metals focus, but compensation contingent on transaction completion and extreme sponsor control present governance risk signals that warrant heightened audit/compensation committee rigor and transparent disclosure of any potential interlocks or related‑party considerations .