Matthew Rockett
About Matthew Rockett
- Independent director of WTMA; the Board determined Mr. Rockett meets Nasdaq and SEC independence rules alongside Mr. Werner and Mr. Oggenfuss .
- Age, education, and appointment date are not disclosed in the available DEF 14A filings. Prior filings in 2023–2024 referenced different independent directors, with Rockett first appearing in 2025 proxy materials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in WTMA proxy filings | — | — | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Not disclosed in WTMA proxy filings | — | — | — |
Board Governance
- Independence: WTMA’s Board determined Rockett is an independent director under Nasdaq listing rules and applicable SEC rules .
- Executive sessions: WTMA states independent directors will have regularly scheduled meetings attended only by independent directors .
- Committee assignments: No committee memberships or chair roles for Rockett are disclosed in the 2025 DEF 14A filings .
- Attendance: No board or committee attendance information is disclosed in available proxy statements .
Fixed Compensation
WTMA (as a SPAC) discloses that no compensation of any kind, including finder’s and consulting fees, is paid to the Sponsor, officers, or directors prior to or in connection with completing the initial business combination; only out-of-pocket expense reimbursements are permitted and reviewed quarterly by the audit committee .
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer | None (no compensation pre-combination) | |
| Committee membership fees | None (no compensation pre-combination) | |
| Committee chair fees | None (no compensation pre-combination) | |
| Meeting fees | None (no compensation pre-combination) | |
| Expense reimbursement | Allowed; audit committee quarterly reviews | |
| Administrative services (to Sponsor) | $10,000 per month (office/admin), paid to Sponsor (not director fee) |
Performance Compensation
WTMA discloses no equity or performance-based compensation for directors pre-business combination; members of management who remain post-closing “may be paid” consulting/management fees by the combined company, with disclosure to stockholders (no amounts specified) .
| Metric/Instrument | Structure | Vesting/Triggers | Disclosed Amounts |
|---|---|---|---|
| RSUs/PSUs | None pre-combination | — | — |
| Options | None pre-combination | — | — |
| Performance metrics (Revenue/EBITDA/TSR/ESG) | None pre-combination | — | — |
| Post-combination consulting/management fees | Possible for management who remain (not specifically directors) | Determined post-close | Not disclosed |
| Clawbacks/COC/Severance | Not disclosed | — | — |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Not disclosed in WTMA proxy filings | — | — | — |
Expertise & Qualifications
- WTMA filings do not disclose Rockett’s education, technical expertise, or specific qualifications in the available proxies .
Equity Ownership
Rockett reports no beneficial ownership in WTMA common stock in 2025 beneficial ownership tables.
| Metric | As of May 19, 2025 | As of Sep 5, 2025 |
|---|---|---|
| Shares beneficially owned | — (less than 1%) | — (less than 1%) |
| % of shares outstanding | * (less than 1%) | * (less than 1%) |
Related-Party Transactions and Conflicts Context
WTMA’s structure and sponsor arrangements create potential conflicts that all directors must oversee.
| Item | Amount/Date | Terms | Notes |
|---|---|---|---|
| Administrative services to Sponsor | $10,000/month; expensed $120,000 in FY2023 and $120,000 in FY2024 | Office/admin support | Due to affiliates $114,000 (12/31/2023) and $120,000 (12/31/2024) from services |
| Due to affiliates (aggregate) | $293,663 (12/31/2023); $413,663 (12/31/2024) | Repayable from operating account | Accruals include support services and excess private placement funding |
| Working Capital Notes (Sponsor) | $84,000 (7/30/2023); $378,000 (8/30/2023); $22,000 (9/28/2023); $50,000 (11/10/2023); $15,000 (12/29/2023); $373,737 (3/20/2024); $177,773 (6/28/2024); $192,069 (9/30/2024); $448,287 (12/30/2024); $474,490 (3/31/2025) | Non-interest bearing; convertible up to $2.5M into private units at $10/unit at closing | Potential alignment and dilution considerations |
| Directors’ interests | Private shares/rights become worthless if no business combination; sponsor indemnities and reimbursement expectations | Creates incentive to complete any deal vs. liquidate | Board explicitly discloses differing interests from public holders |
| Independence & related-party policy | Independent sessions; related-party transactions require audit committee and disinterested majority approval | Annual D&O questionnaires | Policy aims to mitigate conflicts >$120,000/year |
RED FLAGS
- Extreme sponsor control: Sponsor owned 92.7% of outstanding shares as of Sep 5, 2025, reducing public float and potentially limiting independent oversight leverage .
- Completion incentives: Directors (including Rockett) and Sponsor benefit from avoiding liquidation since private shares/rights would be worthless; this may bias decisions toward less favorable combinations .
- Related-party dependence: Ongoing $10,000/month administrative services to Sponsor and substantial Working Capital Notes from Sponsor highlight reliance on affiliated financing and services .
- Low ownership alignment: Rockett reports no WTMA shares, offering limited “skin in the game” alignment with public shareholders .
Governance Assessment
- Independence and process positives: Rockett is formally independent; independent-only meetings are planned; related-party transactions require audit committee and majority of disinterested directors’ approval and annual D&O questionnaires, which are governance safeguards .
- Alignment concerns: Rockett’s zero beneficial ownership reduces personal financial alignment with public investors .
- Structural SPAC conflicts: Sponsor-admin services, large sponsor holdings, and convertible Working Capital Notes create persistent related-party and dilution considerations; WTMA explicitly discloses that directors’ interests may differ from public stockholders due to private securities becoming worthless absent a deal .
- Transparency gaps: No disclosure of Rockett’s committees, attendance, education, or external directorships in available DEF 14A filings, constraining assessment of board effectiveness and expertise .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| Not disclosed in WTMA proxy filings | — | — | — |
Director Compensation (Non-Employee Directors)
| Component | FY2023 | FY2024 | FY2025 (pre-combination) |
|---|---|---|---|
| Cash retainer | None | None | None |
| Equity grants (DSUs/RSUs/Options) | None | None | None |
| Meeting/committee fees | None | None | None |
| Expense reimbursement | As incurred, audit committee review | As incurred, audit committee review | As incurred, audit committee review |
Equity Ownership
| Metric | May 19, 2025 | Sep 5, 2025 |
|---|---|---|
| Rockett shares | — (less than 1%) | — (less than 1%) |
| Sponsor shares | 2,192,212 (65.1%) | 2,192,212 (92.7%) |
| All officers/directors as group | 2,234,712 (50.1%) | 2,234,712 (94.5%) |
Notes on Say‑on‑Pay & Shareholder Feedback
- No say‑on‑pay history disclosed in available WTMA proxies; WTMA is a SPAC focused on business combination approvals and extension votes .
Committee Composition and Compensation Consultant Use
- Committee membership (Audit/Compensation/Nominating) for Rockett is not disclosed; prior 2023 audit committee reported different members (Welpe, Mrozinski, King) .
- No disclosure on compensation consultant engagement or committee changes applicable to Rockett .
Employment & Contracts
- As a non-employee director, employment agreements do not apply; severance/COC terms for directors are not disclosed .
Performance & Track Record
- WTMA’s securities were delisted from Nasdaq on Jan 7, 2025 for failing to complete a business combination within the 36‑month period; Board sought extensions to complete the Business Combination (approved Sep 2, 2025) .
Implications for investors
- Governance posture relies on independence processes and audit committee oversight to mitigate sponsor-driven conflicts; Rockett’s independence and the stated related-party policy are positives .
- However, zero ownership by Rockett, heavy sponsor financing/control, and explicit director incentives to avoid liquidation represent material alignment and conflict risks during deal evaluation and closing .