Robert Labbe

About Robert Labbe

Robert L. Labbe is Yotta Acquisition Corporation’s Chief Financial Officer and a director, serving since December 2021. He is 64 years old as of the 2024 record date and is a real estate finance attorney (CA/NY) with 30+ years in real estate, previously general counsel to development firms and co‑founder of finance and mortgage businesses; he holds B.C.L. and LL.B. degrees from McGill University (1982/1983) and a UC Irvine construction management certificate . Yotta remains a SPAC with no operating revenues prior to closing a business combination, so traditional operating performance metrics (revenue/EBITDA growth) and TSR performance for his tenure are not disclosed; the company states it will not generate operating revenue until after a merger .

Past Roles

External Roles

Board Governance and Service

• Position: Director of Yotta since December 2021 (non‑independent; independence is limited to Miller, McCabe, Gong as of 2024) .
• Committees: Audit, Compensation, and Nominating committees are composed solely of independent directors; Labbe, as CFO, does not serve on these committees .
• Attendance: The Board held four meetings in FY2023; no director attended fewer than 75% of meetings/committees served .
• 2025 update: Following the death of Audit Chair Brandon Miller on Apr 29, 2025, the Board named Qi Gong Audit Chair and appointed Ping Zhang as an independent director and member of Audit, Compensation, and Nominating .
• Dual‑role implications: Labbe holds a dual role (CFO and director). While the Board maintains fully independent key committees, his non‑independent director status means oversight relies on the committee structure to mitigate independence concerns .

Fixed Compensation

Yotta’s filings state that no cash compensation or employment agreements are in place for executive officers prior to completion of a business combination.

The Compensation Committee is tasked (once operative post‑combination) with setting CEO/CFO goals, evaluating performance, and determining remuneration, indicating future movement to a pay‑for‑performance structure upon closing a merger .

Performance Compensation

No equity or incentive awards were granted to named executive officers prior to a business combination; no performance metrics or payouts are disclosed for Labbe pre‑combination.

• Clawback: The Board adopted a Dodd‑Frank compliant clawback policy covering incentive compensation based on financial reporting measures (including stock price/TSR), recoverable for the three completed fiscal years prior to a required restatement .

Equity Ownership & Alignment

• Founder share lock‑ups: Initial stockholders (including officers/directors) agreed that 50% of insider shares are non‑transferable until the earlier of six months post‑business combination or $12.50 stock price trigger over 20 of 30 trading days; remaining 50% locked for six months post‑combination (with customary early‑exit on qualifying transactions) .
• Low‑basis risk signal: Sponsor and officers/directors paid $25,000 (~$0.0087/share) for 2,874,999 founder shares; this economics can yield positive returns for insiders even if public investors experience losses around $10/share constructs .
• Hedging/pledging: A form of merger‑related lock‑up prohibits selling, pledging, swaps/hedges of Lock‑Up Shares for six months post‑closing, with early release upon $12.50 price performance .
• Ownership guidelines/pledging policy: No director/officer stock ownership guidelines or standing pledging/hedging policies are disclosed in the cited filings (beyond combination‑related lock‑ups) .

Employment Terms

Director Compensation (Board Service)

• Pre‑combination, no compensation of any kind (e.g., retainers, meeting fees, equity) is paid to directors or officers, aside from founders’ share subscriptions; expenses may be reimbursed; administrative services fee is paid to the Sponsor (deferred) .
• Director independence: Independent directors (Miller, McCabe, Gong) comprised the committees; post‑Apr 2025, Qi Gong chairs Audit, and Ping Zhang (independent) joins all three committees .

Performance & Track Record (Context)

• Business status: As a SPAC, Yotta had not commenced operations and will not generate operating revenues until after closing a business combination; income to date is non‑operating (interest and certain other income) .
• Merger process: Yotta entered a merger agreement with DRIVEiT on Aug 20, 2024 for $100M stock consideration at $10/share; board approved, with extension votes and trust deposits to maintain listing and runway .
• Nasdaq notices and remediation efforts were disclosed during 2024; not specific to Labbe but relevant to execution risk during his CFO tenure .

Compensation Structure Analysis (Signals)

• Cash vs equity mix: No cash or equity compensation paid pre‑combination; future pay framework to be determined post‑merger by independent Compensation Committee .
• Performance linkage: Clawback policy indicates intent to align future incentive pay with financial reporting measures (including TSR) .
• Insider economics: Low‑basis founder shares and lock‑up mechanics can create incentives to close a deal, a typical SPAC dynamic noted explicitly in Yotta filings .

Risk Indicators & Red Flags

• Related‑party dynamics: Sponsor controlled by Ms. Chen (spouse of CEO Hui Chen); legal services engaged from a firm controlled by Ms. Chen; audit committee oversight and related‑party policies disclosed .
• Governance continuity: Sudden loss of Audit Chair (Brandon Miller) in 2025 mitigated by reassignment of chair (Qi Gong) and addition of independent director Ping Zhang across committees .
• Operating/merger risk: SPAC must complete a business combination within extended deadlines; multiple extensions and trust account mechanics disclosed .

Equity Lock‑Up and Potential Selling Pressure

Equity Ownership Snapshot (Extended)

Expertise & Qualifications

• Legal and finance: Real estate finance attorney (CA/NY) with deep transactional and operating experience across development, lending, and advisory .
• Education: McGill University B.C.L. (1982) and LL.B. (1983); licensed CA real estate broker since 1990; UC Irvine construction/development certificate .
• SPAC governance: Concurrent CFO/director roles at a separate SPAC (Quetta) provide relevant transaction and disclosure process expertise .

Employment Terms Summary (CFO Role)

Investment Implications

• Alignment and incentive dynamics: Labbe’s direct stake (6,667 shares) is small in percentage terms; however, founder‑share low cost basis across insiders and lock‑up design create a structural incentive to complete a transaction and can drive post‑close selling windows—important for short‑term trading flow and post‑unlock supply risk .
• Pay‑for‑performance outlook: No executive pay is in place pre‑deal; a clawback policy and Compensation Committee remit suggest a future framework with financial metric tie‑ins post‑combination—monitor initial post‑close grants and metric rigor as a signal of governance quality .
• Governance risk/mitigants: Dual role (CFO + director) is balanced by fully independent committees and updated Audit leadership after the 2025 vacancy; continued independence on key committees remains critical through the merger process .
• Execution risk: As a SPAC with no operating revenue until merger completion, investor focus should be on merger terms, dilution/leakage, trust/redemption dynamics, and timing against extension deadlines; these factors dominate near‑term equity value drivers during Labbe’s tenure .