Compass Digital Acquisition Corp. *
PROPOSED BUSINESS COMBINATION: EEW Renewables Ltd
ENTERPRISE VALUE: $386 million
ANTICIPATED SYMBOL: tbd
Compass Digital Acquisition Corp. proposes to combine with EEW Renewables Ltd.
EEW was established by entrepreneur Svante Kumlin. It stands as a prominent independent group dedicated to developing renewable energy projects on a global scale. Historically, EEW has concentrated on the development of large scale solar photovoltaic (PV) projects. However, the company has recently expanded its focus to include solar projects coupled with battery energy storage systems (BESS). Moreover, EEW has an approximate 40% ownership in EEW H2, which focuses on developing green Hydrogen in Australia and North Africa.
Since 2012, EEW has successfully sold 24 solar PV and BESS projects totaling approximately 1.5 GW in the UK, Australia, Spain and Sweden. The group now has a global solar, BESS and green hydrogen project pipeline of approximately 9 GW spanning Europe and Australia. Headquartered in London, EEW has established projects in key locations such as the UK, Spain, Sweden, Italy, Australia and Morocco.
TRANSACTION
- The Proposed Business Combination implies a pro forma combined enterprise value of $386 million, assuming $25 million total left from trust proceeds and transaction financing at $10.00 per share.
- EEW’s existing shareholders will convert 100% of their equity ownership into the combined company and are expected to own approximately 79% of the post-combination company upon consummation of the Proposed Business Combination.
- The Proposed Business Combination is expected to be completed in the first quarter of 2025.
SPAC FUNDING
- Compass Digital, EEW and Pubco will use their reasonable best efforts to facilitate private placements of common equity or non-redemption or backstop arrangements with respect to Compass Digital’s trust account yielding at least $25 million in Additional Capital.
- EEW will consider in good faith any form or structure of transaction financing that is on generally prevailing market terms or better, but may withhold its consent to any transaction financing that may require Pubco to issue shares or otherwise raise equity after Closing at a price of less than $4.00 per share.
EARNOUT
- Company
- Up to an additional 4,200,000 Shares can be earned based on the following:
- Within 3 years if the VWAP for 20 out of 30 consecutive trading days equals or exceeds:
- 50% at $11.00
- 50% at $12.00
- All shares will be released if the consolidated EBITDA for fiscal year April 30, 2025 equals or exceeds $41.9 million.
- Within 3 years if the VWAP for 20 out of 30 consecutive trading days equals or exceeds:
- Up to an additional 4,200,000 Shares can be earned based on the following:
LOCK-UP
- Company and Sponsor
- Six months from the Closing Date
NOTABLE CONDITIONS TO CLOSING
- Prior to the payment of any transaction expenses or liabilities of the parties other than transaction financing costs and D&O tail insurance premiums, equal to or exceeding
- (i) $15 million as of the Closing when taking into account only Additional Capital proceeds actually received at or prior to the Closing and
- (ii) $25 million when taking into account any other Additional Capital, including Additional Capital that the parties reasonably expect to become available after the Closing.
NOTABLE CONDITIONS TO TERMINATION
- By either Compass Digital or EEW if the Closing does not occur by January 19, 2025 (the “Outside Date”), provided that if Purchaser extends its deadline to complete its initial business combination of January 19, 2025 each month using its rights set forth in Purchaser’s organizational documents, either Purchaser or EEW may extend the Outside Date by an additional month for up to a total of three additional months.
- by Compass Digital if
- (a) EEW fails to deliver the required PCAOB audits prior to the Audit Delivery Date October 31, 2024 (the “Audit Delivery Date”).
- (b) when the PCAOB audits are delivered, they are materially different in an adverse manner from the draft 2023 and 2024 financials that were provided to Purchaser prior to the signing of the Business Combination Agreement, including the consolidated revenues, assets and liabilities deviating by more than 20%.
ADVISORS
- Company
- Roth Capital Partners is an exclusive financial advisor to EEW.
- Seward and Kissel LLP is serving as legal counsel to EEW.
- Marcum LLP is serving as auditor to EEW.
- SPAC
- Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as CDAQ’s exclusive financial advisor and lead capital markets advisor.
- Ellenoff Grossman & Schole LLP is serving as legal counsel to CDAQ.
- Withum is serving as auditor to CDAQ.
- Gateway Group is serving as investor relations advisor for the transaction.
EXTENSION – 7/24/24 – LINK
- The SPAC approved the extension from July 19, 2024 to April 19, 2025.
- 2,713,143 shares were redeemed at the meeting.
- No contribution will be made into the trust account.
NON-REDEMPTION AGREEMENT – 7/17/24 – LINK
- The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 500,000 shares.
- The Sponsor will transfer to the non-redeeming shareholders (i) 83,332 Class B shares for the first five month extension, and (ii) 16,666 Class B shares for each additional month of the extension needed (up to four additional months).
- Between July 17, 2023 and July 18, 2023, the Company and Sponsor entered into further Non-Redemption Agreements with additional unaffiliated, third-party investors in exchange for such investors agreeing not to redeem an aggregate of 1,975,000 Class A Ordinary Shares at the Meeting (together with the 500,000 Class A Ordinary Shares not redeemed, the “Non-Redeemed Shares”), for a total of 2,475,000 Non-Redeemed Shares. – LINK
- The Sponsor will transfer to the non-redeeming shareholders (i) 83,332 Class B shares for the first five month extension, and (ii) 16,666 Class B shares for each additional month of the extension needed (up to four additional months).
SUBSEQUENT EVENT – 7/11/24 – LINK
- On June 6, 2024, the SPAC entered into a non-binding LOI with a renewable energy platform.
- The SPAC also postponed its extension vote until 7/18/24.
NON-REDEMPTION AGREEMENT – 7/10/24 – LINK
- The Company and HCG Opportunity, LLC plan to enter into agreements with some shareholders who will agree not to redeem their shares at the Meeting, in exchange for receiving Class B shares after the initial business combination.
EXTENSION – 10/20/23 – LINK
- The SPAC approved the extension from October 19, 2023 to July 19, 2024.
- 16,045,860 shares were redeemed at the meeting for $10.54 per share.
- No contribution will be made into the trust account.
NON-REDEMPTION AGREEMENT – 10/10/23 – LINK
- On October 10, 2023, HCG Opportunity, LLC and Compass Digital Acquisition Corp. made a deal with an outside investor.
- The investor agreed not to redeem 140,000 Class A ordinary shares during a meeting.
- The meeting was for voting on two proposals: one to extend the deadline for the company to complete an initial business combination, and the other allowing the issuance of Class A shares to Class B shareholders who convert their shares. In return for not redeeming the shares, the company agreed to give the investor 21,000 Class B shares after the company’s initial business combination, as long as the investor doesn’t exercise their redemption rights and the proposal to extend the deadline is approved.
- The investor agreed not to redeem 140,000 Class A ordinary shares during a meeting.
MANAGEMENT & BOARD
Executive Officers
Thomas D. Hennessy, 38 [Appointed 8/31/23]
Chief Executive Officer and Director
Thomas Hennessy has served as a Managing Partner of Growth Strategies of Hennessy Capital Group, LLC, an alternative investment firm founded in 2013 that focuses on investing in industrial, infrastructure, real estate and climate technologies. Since March 2023, Mr. Hennessy has served as Chairman and Chief Executive Officer of two (NYSE: TWOA), a special purpose acquisition company, which in August 2023 entered and announced a definitive business combination agreement with LatAm Logistic Properties S.A., a leading developer, owner, and manager of institutional quality, class A industrial and logistics real estate in Central and South America. Since July 2023, Mr. Hennessy has served as a director of TortoiseEcofin Acquisition Corporation III (NYSE: TRTL), a special purpose acquisition company, which in August 2023 entered and announced a definitive business combination agreement with One Energy Enterprises Inc., a vertically integrated industrial power solutions company, and the largest installer of on-site, behind-the-meter, megawatt-scale, wind energy in the United States. Since February 2021, Mr. Hennessy has served as a director of Jaguar Global Growth Corporation I (Nasdaq: JGGC), a special purpose acquisition company, which in March 2023 entered and announced a definitive business combination agreement with GLAAM, Co., Ltd., a leading designer and manufacturer of architectural media display glass. Since December 2020, Mr. Hennessy has served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII), a special purpose acquisition company, which in August 2023 entered and announced an amended definitive business combination agreement Banzai International, Inc., a leading marketing technology company that provides data-driven marketing and sales solutions. Mr. Hennessy, in his role as Chairman, Co-Chief Executive Officer and President, has executed two SPAC business combinations, including (i) PropTech Acquisition Corporation’s business combination with Porch Group, Inc. (Nasdaq: PRCH) in 2020; and (ii) PropTech Investment Corporation II’s business combination with Appreciate Holdings, Inc. (Nasdaq: SFR) in 2022. Since 2021, Mr. Hennessy has also invested in numerous privately-held companies in his capacity as Managing Partner of Hennessy Capital Growth Partners, a growth equity fund that serves as a strategic capital and growth partner. Mr. Hennessy served from 2014 to 2019 as a Portfolio Manager of Abu Dhabi Investment Authority. Mr. Hennessy holds a B.A. degree from Georgetown University and an M.B.A. from the University of Chicago Booth School of Business. Mr. Hennessy is qualified to serve as a director of the Company due to his extensive experience with special purpose acquisition companies and his expertise in mergers and acquisitions.
Nick Geeza, 38 [Appointed 8/31/23]
Chief Financial Officer
Nick Geeza has served as Head of Business Development of Hennessy Capital Growth Strategies, an alternative investment company, since April 2023 and as Chief Financial Officer of two (NYSE: TWOA), a special purpose acquisition company, since May 2023. Mr. Geeza previously served as Enterprise Sales Director for Capital Preferences, Ltd., a wealth technology platform focused on using behavioral economics to reveal client preferences and drive increased assets under management for global enterprise financial institutions, since March 2022. From November 2007 to March 2022, Mr. Geeza served as Senior Vice President in the Derivative Products Group at U.S Bank National Association, where he was responsible for developing and servicing client relationships in the National Corporate Banking Technology, Automotive and Insurance divisions. During his tenure, Mr. Geeza assisted in the development and successful implementation of a dynamic hedging platform, advised on compliance with U.S. GAAP accounting requirements, and negotiated International Swaps and Derivatives Association, Dodd-Frank, and collateral management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in New York. Mr. Geeza graduated Cum Laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth School of Business.
Board of Directors
Daniel J. Hennessy, 65 [Appointed 8/31/23]
Chairman of the Board
Daniel Hennessy has served as Chairman and Chief Executive Officer of Hennessy Capital Investment Corp VI (Nasdaq: HCVI), or Hennessy VI, since September 2021. Mr. Hennessy is also the Managing Member of Hennessy Capital Group LLC, an alternative investment firm he established in 2013 that focuses on sustainable industrial technology and infrastructure sectors. He also served as Chairman and CEO of Hennessy Capital Investment Corp. V (NASDAQ: HCIC), or Hennessy V, from October 2020 until December 2022. Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. IV, or Hennessy IV, from March 2019 until its business combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo Inc. (NASDAQ: GOEV). Mr. Hennessy served as a director of SIRVA Worldwide Relocation & Moving from August 2018 until August 2022. He also served as a senior advisor to PropTech Investment Corporation II (NASDAQ: PTIC), a special purpose acquisition company targeting businesses in the real estate technology industry from 2021 and which closed its initial business combination with RW National Holdings (NASDAQ: SFR) in November 2022 and 7GC & Co. Holdings Inc. (NASDAQ:VII), a special purpose acquisition company targeting businesses in the technology industry since 2021 and Jaguar Global Growth Corporation I (NASDAQ: JGGC) a special purpose acquisition company targeting international real estate technology, since 2022. Mr. Hennessy previously served as senior advisor to PropTech Acquisition Corporation (NASDAQ: PTAC), a special purpose acquisition company targeting businesses in the real estate technology industry, which closed its initial business combination with Porch.com, Inc. in December 2020. From January 2017 to October 2018, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. III, or Hennessy III, which merged with NRC Group Holdings, LLC, a global provider of environmental compliance and waste management services, and is currently a wholly-owned subsidiary of Republic Services, Inc (NYSE: RSG) and served as a director from January 2017 to October 2019. From April 2015 to February 2017, Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. II, or Hennessy II, which merged with Daseke in February 2017 and is now known as Daseke, Inc. (NASDAQ: DSKE) and previously served as its Vice Chairman from February 2017 to June 2021. From September 2013 to February 2015, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I, which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and previously served as a director from September 2013 to April 2019. From 1988 to 2015, Mr. Hennessy served as a Partner at Code Hennessy & Simmons LLC (“CHS”), a Chicago based middle-market private equity investment firm he co-founded in 1988. Prior to forming CHS, Mr. Hennessy was employed by Citicorp from 1984 to 1988 as head of the Midwest Region for Citicorp Mezzanine Investments and Vice President and Team Leader with Citicorp Leveraged Capital Group. He began his career in 1981 in the oil and gas lending group at Continental Illinois National Bank (now Bank of America) where he was a Banking Officer. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College and an M.B.A. from the University of Michigan Ross School of Business. Mr. Hennessy is well qualified to serve as director due to his experience in private equity and public and private company board governance, as well as his background in finance and his experience with Hennessy I, Hennessy II, Hennessy III, Hennessy IV, Hennessy V and Hennessy VI.
M. Joseph Beck, 37 [Appointed 8/31/23]
Independent Director
M. Joseph Beck has served as a director of two, a special purpose acquisition company since March 2023. Mr. Beck has served as director of Jaguar Global Growth Corporation I, a special purpose acquisition company targeting business operating primarily outside of the United States in the PropTech sector, since February 2021. Since December 2020, he has served as a director of 7GC & Co. Holdings Inc. (NASDAQ: VII), a special purpose acquisition company targeting the technology industry. From December 2020 to November 2022, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PropTech Investment Corporation II. From July 2019 to December 2020, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PTAC. Mr. Beck has served as a Managing Partner of Growth Strategies of Hennessy Capital Group LLC since July 2019. From August 2012 to July 2019, Mr. Beck served as a Senior Investment Manager of ADIA. From July 2008 to August 2012, Mr. Beck served as an analyst in the Investment Banking Division of Goldman, Sachs & Co. Mr. Beck holds a B.A. degree from Yale University. Mr. Beck is qualified to serve as a director of the Company due to his experience with public companies and capital markets.
Anna Brunelle, 55 [Appointed 8/31/23]
Independent Director
Anna Brunelle has served as the Chief Financial Officer of Ouster Inc., from August 2020 to May 2023, which completed a business combination with Colonnade Acquisition Corp., a special purpose acquisition company, in March 2021, and subsequently merged with Velodyne Lidar, Inc. (previously NASDAQ: VLDR) in February 2023. Ms. Brunelle has over 20 years of experience in finance, accounting, investor relations, corporate and business development, as well as business operations and analytics. She previously served as Chief Financial Officer of Kinestral Technologies from April 2018 through May 2020 and Chief Financial Officer and Interim Chief Operating Officer of Soylent from March 2016 through October 2017. She has also served as Chief Financial Officer of GlobalLogic, Chief Financial Officer of Tivo, Inc., and Senior Consultant for Deloitte & Touche, LLP. Ms. Brunelle currently serves as a director of Bolt Threads, Inc. and Hennessy VI and previously served as a director of Halio International from March 2019 through May 2020. During her tenure in leadership positions, she has worked on successful IPOs of technology companies and completed multiple private and public acquisitions and divestitures. Ms. Brunelle received her B.S. in Business Administration (accounting concentration) from California Polytechnic State University — San Luis Obispo. Ms. Brunelle is qualified to serve as a director due to her background in accounting and finance and her experience as the chief financial officer for both public and private companies and as a director.
Kirk Hovde, 36 [Appointed 8/31/23]
Independent Director
Kirk Hovde serves as Managing Principal & Head of Investment Banking at Hovde Group where he is responsible for leading the firm’s investment banking practice, as well as evaluating the financial and strategic options of financial institutions. In this capacity, Mr. Hovde performs financial analyses and valuations of banks and thrifts, assists in the facilitation of M&A transactions and capital offerings, and assesses the impact of national and regional trends on the financial services industry. Mr. Hovde is also a member of Hovde Group’s Management Operating Committee, which is tasked with the day-to-day management of the firm and implementation of the longer-term strategic plan and vision. Prior to joining Hovde Group, Mr. Hovde was with Deloitte & Touche LLP in Chicago, Illinois, where he provided assurance services to both public and private clients in a broad array of industries. These services primarily consisted of regular financial audit and Sarbanes-Oxley attestation engagements, but also included special projects for acquisitions and divestitures. Mr. Hovde, a native of Chicago, earned a Bachelor of Business Administration, double majoring in Accounting and Finance, Investment & Banking, from the School of Business at the University of Wisconsin, Madison. He is a Certified Public Accountant in the State of Illinois, has his series 7, 24, 63 and 79 FINRA licenses and has passed Level II of the CFA Program. Mr. Hovde is qualified to serve as a director due to his experience in finance, M&A and capital markets.
Matt Schindel, 37 [Appointed 8/31/23]
Independent Director
Matt Schindel has served as a director of TortoiseEcofin Acquisition Corporation III, a special purpose acquisition company since July 2023. Mr. Schindel has more than 15 years of experience as an investor and operator of growth companies, including more than a decade in climate and renewable energy related businesses. From February 2020 to July 2023, he served as Chief Financial Officer at Snapdocs, a real estate software company that provides automation solutions for lenders, title companies, notaries, and other participants in real-estate transactions. Prior to Snapdocs, Mr. Schindel held various executive roles at Sunrun, Inc., the nation’s leading residential solar, storage, and energy services company. Mr. Schindel holds a Bachelor’s Degree from Harvard College. Mr. Schindel is qualified to serve as a director of the Company due to his experience with public companies and capital markets.
Executive Officers
Abidali Neemuchwala, 53 [Resigned 8/31/23]
Chief Executive Officer and Chairman
Abid Neemuchwala is the former CEO of Wipro, one of the largest global IT services firms in the world with over 185,000 employees and over $8 billion in annual revenue as of December 31, 2020. During his tenure from February 2016 to June 2020, Mr. Neemuchwala grew Wipro’s revenue from its digital business at a compound annual growth gate (“CAGR”) of 27% from approximately $1.3 billion of revenue for the first quarter of 2017 on an annualized basis to approximately $3 billion in revenue for the fiscal year ended 2020 through organic growth and acquisitions. Over that period, Wipro’s revenue from its digital business grew from less than 18% of total revenue in fiscal year 2017 to 41% of total revenue in fiscal year 2020. In addition, the company deployed approximately $1.2 billion for mergers and acquisitions and $250 million of venture capital in Wipro Ventures under his leadership, as it sought to scale digital revenues and add complementary offerings to the larger Wipro organization. During his tenure, Wipro also gained significant momentum and value accretion in terms of brand strength. In 2018, Wipro was ranked fifth in brand awareness in digital transformation services according to ITSMA and in 2019, Wipro’s brand was ranked in the top five strongest brands in IT services by Brand Finance. Prior to his leadership role at Wipro, Mr. Neemuchwala built and managed Tata Consultancy Services’ Business Process Outsourcing (BPO) business, which he grew to more than $1.8 billion in annual revenue in fiscal year 2015, from less than $400 million in fiscal year 2009. Under his leadership, the BPO business was one of the fastest growing segments within the overall TCS organization. To enable such industry leading growth, Mr. Neemuchwala deployed a platform-based strategy, acquiring Citigroup’s back-office operations in India (Citigroup Global Services Limited (“CGSL”), which was later renamed TCS eServe Ltd). Mr. Neemuchwala digitally transformed these operations, improving margins from 12% in its acquisition in fiscal year 2009 to 43% in fiscal year 2013. Among other leadership roles held, Mr. Neemuchwala served on the board of directors of Virtusa Corporation from June 2020 to February 2021 while it was a public company, and was part of the team that oversaw its $2 billion sale to private equity firm Baring Private Equity Asia which closed in January 2021. Mr. Neemuchwala is also a Co-Founder and Director in Dallas Venture Capital, a venture fund that has presence in the has a presence in US and India, and currently serves as a member on its board of directors.
Burhan Jaffer, 41 [Resigned 8/31/23]
Chief Financial Officer
Burhan Jaffer a leading global technology services company with annual revenues in excess of $4 billion during fiscal year 2020 and over 62,700 employees as of December 31, 2020. In this capacity, Mr. Jaffer led the approximately $5 billion spinoff of the software and services business from Xerox in 2016, as well as oversaw activities related to setting up Conduent as a public company listed on the NYSE. In his role, Mr. Jaffer had responsibility and oversight for all aspects of corporate strategy, mergers, acquisitions, capital allocation, investments, and inorganic growth. He also played a leading role in the comprehensive corporate turnaround, debt financing and enterprise transformation program. The enterprise transformation program resulted in over $800 million of savings over five years from fiscal year 2016 to fiscal year 2020. Before joining Conduent, Mr. Jaffer spent 12 years with Infosys, a leading global provider of technology and consulting services, holding several leadership roles. Mr. Jaffer oversaw a variety of strategic investment decisions, special projects and was the architect of its investment philosophy and business model innovation thesis for the strategic reboot of Infosys. In his last leadership role at Infosys, he led the Corporate Finance, Mergers, Acquisitions, and Investments team. Under his stewardship, Infosys developed and launched a $500 million venture fund in 2015 for investing in early-stage start-ups engaged in disruptive technologies such as wearables (Whoop), big data (Trifacta), AI/ML (Trifacta, Waterline Data Science, Unsilo), Cloud (CloudEndure), Unmanned Aerial Vehicle/Drone solutions (Ideaforge), Platform-as-a-Service (Tidalscale), clean tech (Airviz) and AR/VR (DWA Nova). Prior to that, Mr. Jaffer served as a Portfolio CFO at Infosys across multiple business lines, with approximately $4 billion in aggregate revenue from fiscal year 2013 to 2016. Mr. Jaffer is an active social impact investor and part of the MIT-Solve community as a mentor, coach, angel investor and Solver. He is also a venture partner with a NYC based boutique VC, a Board Member for Mission Society and on the Regional Advisory Council for Bottom Line.
Board of Directors
Satish Gupta, 61 [Resigned 8/31/23]
Director
Satish Gupta, Director, provides an investment management perspective and is familiar with running accelerated target evaluation processes. Mr. Gupta is founder and CEO of SB International, one of the largest international products suppliers and processors of pipe and tubing for the oil and gas industry. Mr. Gupta is also President and Chairman of Gupta Capital Group, a leader in the energy and specialty steel sectors with a diversified portfolio of eight successful businesses. Over two decades of deal making, Mr. Gupta has overseen numerous acquisitions totaling over $2 billion in transaction value.
Steven Freiberg, 64 [Resigned 8/31/23]
Director Nominee
Steven Freiberg, Independent Director, brings a wealth of fintech subject matter knowledge as well as evaluation expertise. Mr. Freiberg serves as the Chairman of Portage Financial Technology Acquisition Corp, a fintech focused SPAC, Board Vice Chairman of SoFi, Board Chairman of Fair Square Financial and Board Chairman of the Rewards Network as well as a Board member of MasterCard, and Purchasing Power and Regional Management Corporation. Previously, Mr. Freiberg served as the CEO of E*TRADE Financial Corporation, where he led the company back to profitability in the aftermath of the 2008 financial crisis. Mr. Freiberg also held multiple positions at Citigroup over a 30-year period, including serving as the Co-Chairman and CEO of Citigroup’s Global Consumer Group. Finally, Mr. Freiberg serves as a Senior Advisor to The Boston Consulting Group, Verisk Analytics and Towerbrook Capital Partners LP. Mr. Freiberg’s recent experience working on SoFi’s 2020 acquisition of the NEO Bank Platform, Galileo, and merger with Social Capital Hedosophia Holdings V, brings invaluable expertise from a target perspective to demonstrate that Compass Digital will be an attractive partner for potential targets.
Deborah C. Hopkins, 66 [Resigned 8/31/23]
Director Nominee
Deborah C. Hopkins, Independent Director (Director Nominee), brings executive-level experiences in finance, technology and innovation across multiple industries that allow her to bring a unique view to support management teams in pursuit of growth. She is a member of the Board of Directors at Union Pacific, Marsh McLennan, Bridge Investment Group Holdings and privately held Deep Instinct. She is Vice-Chair of St. John’s Health based in Jackson Hole, Wyoming. In 2008 Ms. Hopkins was appointed as Citigroup’s first Chief Innovation Officer, moving to Silicon Valley in 2010 to found Citi Ventures and was its CEO until her retirement from Citigroup in 2016. Previously at Citigroup she was Chief Operations and Technology officer of the company and Senior Advisor to the Corporate and Investment Bank. Prior to joining Citigroup in 2003 as Head of Corporate Strategy and M&A, she was Chief Financial Officer at Lucent Technologies and The Boeing Company and held senior-level positions at General Motors in the US and Zurich and at Unisys Corporation, after starting her career at Ford. Ms. Hopkins was twice named to Fortune’s 10 most powerful women in business. Ms. Hopkins is a former director of E.I. DuPont de Nemours & Company, Virtusa Corporation, Qlik Technologies, and Dendrite International. Ms. Hopkins holds a B.S. in Accounting from Walsh College and honorary doctorate degrees from Westminster College and Walsh College.
Bill Owens, 80 [Resigned 8/31/23]
Director Nominee
Admiral Bill Owens, Independent Director, possess unique private equity and global leadership experience that will be of value to the management team. Admiral Owens is the former Vice Chairman of the Joint Chiefs of Staff, the second-ranking military officer in the United States. Admiral Owens currently serves as the Executive Chairman of Red Bison, a provider of smart building technology. Admiral Owens served as Chairman of CenturyLink Telecom from 2009 to 2017 and Chairman of AEA Investors (Asia), a private equity firm, from 2006 to 2015. He also served as Vice Chairman of the New York Stock Exchange, Asia from 2012 to 2014 and Vice Chairman, CEO of Teledesic from 1998 to 2004, CEO of Nortel Networks Corporation from 2004 to 2005. Admiral Owens served as President, COO and Vice Chairman of SAIC from June 1996 to August 1998. Currently, Admiral Owens serves as director of Wipro Technologies, Tethr, TruU, Versium, Know Labs and Kyrrex.
Jon Zieger, 48 [Resigned 8/31/23]
Director Nominee
Jon Zieger, Independent Director, brings to bear over 20 years of experience and expertise in the areas of corporate law, compliance, and public affairs for technology companies. Mr. Zieger is currently the Executive Director of Responsible Innovation Labs, Inc., a non-profit focused on helping the next generation of technology companies grow responsibly. Previously, Mr. Zieger served as General Counsel, Chief Compliance Officer and Global Head of Public Policy of Stripe, a leading online payments company, from 2012 to 2020. He also served as Associate General Counsel for Microsoft from 2003 to 2012, supporting the company’s online services business, maps, mobile and commerce platform. Finally, Mr. Zieger was an attorney at Perkins Coie LLP from 1997 to 2003 in the technology business group. Mr. Zieger brings tremendous expertise to our board both from a governance standpoint as well as creating value for all stakeholders through accretive synergistic mergers and acquisitions transactions.

