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Queens Gambit Growth Capital

Queens Gambit Growth Capital

Dec 29, 2020 by Matt Cianci

PROPOSED BUSINESS COMBINATION: Swvl Inc.

ENTERPRISE VALUE: $1.133 million
ANTICIPATED SYMBOL: SWVL

Queens Gambit Growth Capital proposes to combine with Swvl Inc., a Dubai-based provider of transformative mass transit and shared mobility solutions.

Swvl is a global tech startup based in Dubai that provides a semi-private alternative to public transportation for individuals who cannot afford or access private options. The Company has built a parallel mass transit system offering intercity, intracity, B2B and B2G transportation in 10 megacities across Africa, Asia, and the Middle East. Swvl’s tech-enabled offerings make mobility safer, more efficient and environmentally friendly, while still ensuring that it is accessible and affordable for everyone. Customers can book their rides on an easy-to-use app with varied payment options and access high-quality private buses and vans that operate according to fixed routes, stations, times, and prices.

Swvl was co-founded by Mostafa Kandil, who began his career at Rocket Internet, where he launched the car sales platform Carmudi in the Philippines, which became the largest car classifieds company in the country in just six months. He then served as Rocket Internet’s Head of Operations. In 2016, Kandil joined Careem, a ride-sharing company and the first unicorn in the Middle East. He supported the platform’s expansion into multiple new markets. Careem is now a subsidiary of Uber, based in Dubai, with operations across 100 cities and 15 countries.

Competitive Advantages

  • The differentiated proprietary technology stack that includes:
    • Dynamic routing, which reduces walk to station distances;
    • Cross utilization of vehicles, which increases rides per vehicle and helps maintain high vehicle retention rates;
    • Dynamic consumer pricing that has meaningfully grown gross revenue per user and enabled strong gross revenue retention;
    • Established data infrastructure, growth cycle and enhanced supply economics of the platform, which creates a robust cost barrier for competitors

SUBSEQUENT EVENT – LINK 3/29/22

  • The Company expects that the Minimum Cash Condition will not be satisfied if sufficient shareholders do not withdraw the exercise of their redemption rights.
  • In such case, Swvl expects to waive the Minimum Cash Condition and agrees, subject to the satisfaction (or waiver) of all other closing conditions, to proceed with the consummation of the Business Combination.

SUBSEQUENT EVENT – LINK 3/25/22

  • On March 22, 2022 and March 23, 2022, Memphis Equity Ltd., VNV Limited and DiGame Africa, three Initial PIPE Investors who are current shareholders of Swvl Inc., purchased $5.3 million of exchangeable notes of Swvl, effectively pre-funding their subscription commitment.
  • At the Company Merger Effective Time, such exchangeable notes will be automatically exchanged for Holdings Common Shares A at an exchange price of $9.50 per share.
  • Upon the issuance of such exchangeable notes, each such Initial PIPE Investor’s subscription was reduced by the amount of the issued exchangeable notes, resulting in the reduction of such Initial PIPE Investors’ subscriptions to $0 and the termination of such subscriptions.
  • As a result, the amount expected to be funded at the Company Merger Effective Time pursuant was reduced from $55.0 million to $49.7 million.

SUBSEQUENT EVENT – LINK 3/8/22

  • Extended the Outside Date to May 31, 2022

SUBSEQUENT EVENT – LINK 2/2/22

  • On February 2, 2022, Swvl entered into agreements for an additional $21.5 million of common stock in a private placement (“PIPE”) with additional new flagship investors including European Bank for Reconstruction and Development (“EBRD”), also participating.
  • These institutions join a group of global strategic and financial investors providing fully committed PIPE financing for the transaction, including Agility, Luxor Capital Group, Chimera, and Zain.
  • The investment terms are substantially similar to those in the initial PIPE financing announced in conjunction with Swvl’s proposed business combination transaction with Queen’s Gambit on July 28, 2021.
  • This additional investment increases the aggregate amount of expected PIPE proceeds to $121.5 million, providing additional capital to fund Swvl’s expansion efforts and further investments in its proprietary technology platform.
  • Swvl has completed pre-funding of $66.5m out of the PIPE to accelerate its growth strategy.
  • The investors that pre-funded the PIPE have purchased exchangeable notes of Swvl.
  • At the closing of Swvl’s business combination with Queen’s Gambit, each exchangeable note will be automatically exchanged for shares of the combined company at an exchange price of US$8.5 per share for $45.5m of notes that were issued in 2021 and $9.1 per share for $21m of notes that were issued in 2022.

SUBSEQUENT EVENT – 8-K 2/1/22

  • On January 30, 2022, SPAC and Seller (ACM ARRT VII B, LLC) agreed to terminate the Forward Purchase Agreement to purchase up to 10,000,000 SPAC Shares.
    • The Counterparty shall pay to the Seller on the date of the closing of the Business Combination the attorney fees and other reasonable expenses of the Seller in an amount not to exceed $50,000.
  • SPAC, Swvl, Holdings, and the Subscriber agreed to terminate the Subscription Agreement to purchase 200,000 newly issued Holdings Common Shares A for a purchase price of $10.00 per share and an aggregate purchase price of $2,000,000

SUBSEQUENT EVENT – 8-K 12/23/21

Additional Subscription Agreements

  • Swvl entered into subscription agreements with two, unnamed, additional PIPE investors, including the European Bank for Reconstruction and Development (“EBRD”)
  • The Additional Subscribers agreed to purchase, and Holdings agreed to sell to the Additional Subscribers, an aggregate of 1,050,000 newly issued Holdings Common Shares A, with EBRD agreeing to purchase 1,000,000 of such shares, for a purchase price of $10.00 per share and an aggregate purchase price of $10,500,000, in a private placement.

SUBSEQUENT EVENT – 8-K LINK 11/15/21

  • Forward Purchase Agreement
    • On November 15, 2021, SPAC and ACM ARRT VII B, LLC, a Delaware limited liability company (“Seller”), entered into an agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction (the “Forward Purchase Transaction”) with respect to Class A Ordinary Shares, par value $0.0001 per share, of SPAC (“SPAC Shares”) and the Class A ordinary shares, par value $0.0001, of Holdings (“Holdings Common Shares A”) into which such SPAC Shares will be converted in the Proposed Transactions.
    • Seller has informed SPAC that it intends to purchase up to 10,000,000 SPAC Shares after the date of the Forward Purchase Agreement from holders of such shares (other than SPAC or affiliates of SPAC) who have redeemed such Subject Shares pursuant to the redemptions rights set forth in SPAC’s Amended and Restated Memorandum and Articles of Association in connection with the Proposed Transactions (the SPAC Shares so purchased, the “Subject Shares”).
    • Seller has agreed to waive any redemption rights with respect to any Subject Shares in connection with the Proposed Transactions.
    • Although Seller has informed SPAC that it intends to purchase the SPAC Shares, the Seller has no obligation to do so and may determine in its sole discretion, as a result of market conditions or otherwise, not to purchase the SPAC Shares.
    • If the Seller is unable to purchase at least 2,500,000 SPAC Shares, then the Seller will have the right under the Forward Purchase Agreement to purchase 2,500,000 Holdings Common Shares A from Holdings in a private placement at the Redemption Price, which right the Seller may or may not exercise in its sole discretion.
  • Subject to certain termination provisions, the Forward Purchase Agreement provides that on the 2-year anniversary of the effective date of the Forward Purchase Transaction, which is expected to be on or about the date of the Closing (such 2-year anniversary, the “Maturity Date”), Seller will sell to Holdings a specified number of Holdings Common Shares A, up to the greater of:
    • (x) the number of Subject Shares or 10,000,000 shares, whichever number is lower
    • (y) 2,500,000 shares at a price (the “Forward Price”) equal to the per-share redemption price of Holdings Common Shares A calculated pursuant to Article 168 of the Amended and Restated Memorandum and Articles of Association of Holdings in effect at the date and time on which the merger of SPAC into Cayman Merger Sub becomes effective (the “Redemption Price”) plus 50% of the difference between
      • (i) the average price per Subject Share paid by Seller to acquire the Subject Shares, including any brokerage commission paid by the Seller in connection therewith, minus
      • (ii) the Redemption Price per Subject Share, which amount may be positive or negative. Immediately following the closing of the Proposed Transactions (“Closing”), SPAC will pay to Seller, out of funds held in SPAC’s trust account, an amount equal to the Forward Price multiplied by the number of Holdings Common Shares A underlying the Forward Purchase Transaction (the “Prepayment Amount”).
    • Seller’s obligations to SPAC under the Forward Purchase Agreement will be secured by perfected liens on:
      • (i) the proceeds of any sale or other disposition of the Subject Shares
      • (ii) the deposit account (the “Deposit Account”) into which such proceeds are required to be deposited (the “Collateral”). The Deposit Account will be subject to a customary deposit account control agreement in favor of SPAC.
  • Early Settlement Cash Amount
    • 25% if Common Share A equals or exceeds $12.00 per Holdings Common Share A for at least 20 of 30 of the preceding trading days
    • 25% if Common Share A equals or exceeds $14.00 per Holdings Common Share A for at least 20 of 30 of the preceding trading days
    • 25% if Common Share A equals or exceeds $16.00 per Holdings Common Share A for at least 20 of 30 of the preceding trading days
    • 25% if Common Share A equals or exceeds $18.00 per Holdings Common Share A for at least 20 of 30 of the preceding trading days
      • Seller would pay an Early Settlement Cash Amount to Holdings equal to the remainder of the Prepayment Amount, in each case subject to certain minimum trading volume requirements. In the case of each of (a) – (d) above, the Forward Purchase Transaction would be terminated with respect to a number of shares determined by dividing the applicable Early Settlement Cash Amount by the Forward Price and the remainder of the Forward Purchase Transaction would continue in accordance with its terms. The Early Settlement Determination Periods will not run concurrently.
  • Additional PIPE
    • An investor affiliated with the Seller (the “Additional Subscriber”), pursuant to which the Additional Subscriber agreed to purchase, and Holdings agreed to sell to the Additional Subscriber, an aggregate of 200,000 newly issued Holdings Common Shares A (together with the Acquired Shares, the “PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $2,000,000, in a private placement (the “Additional PIPE” and, together with the Private Placement, the “PIPE”).
    • The Additional Subscriber may satisfy its obligations to purchase PIPE Shares in the Additional PIPE by purchasing SPAC Shares in open market transactions or private purchases and agreeing not to exercise redemption rights with respect to such SPAC Shares or the Holdings Common Shares A into which such SPAC Shares are converted in the Proposed Transactions.

TRANSACTION

  • The transaction is expected to generate gross proceeds of up to approximately $445 million, which will be used to fund and accelerate Swvl’s growth plan.
  • This includes a $100 million fully committed private placement of common shares of the combined company, led by Agility, Luxor and Zain.
  • The implied, fully diluted equity value of the combined company is approximately $1.5 billion, assuming minimal redemptions by Queen’s Gambit’s public shareholders, with existing Swvl shareholders expected to own approximately 65% of the combined company.

gmbt trans overview

PIPE

  • $100 million fully committed private placement of common shares of the combined company, led by Agility, Luxor and Zain.

See SUBSEQUENT EVENT above (3/25/22)

  • On March 22, 2022 and March 23, 2022, Memphis Equity Ltd., VNV Limited and DiGame Africa, three Initial PIPE Investors who are current shareholders of Swvl Inc., purchased $5.3 million of exchangeable notes of Swvl, effectively pre-funding their subscription commitment.
  • At the Company Merger Effective Time, such exchangeable notes will be automatically exchanged for Holdings Common Shares A at an exchange price of $9.50 per share.
  • Upon the issuance of such exchangeable notes, each such Initial PIPE Investor’s subscription was reduced by the amount of the issued exchangeable notes, resulting in the reduction of such Initial PIPE Investors’ subscriptions to $0 and the termination of such subscriptions.
  • As a result, the amount expected to be funded at the Company Merger Effective Time pursuant was reduced from $55.0 million to $49.7 million.

See SUBSEQUENT EVENT above (2/2/22)

  • On February 2, 2022, Swvl entered into agreements for an additional $21.5 million of common stock in a private placement (“PIPE”) with additional new flagship investors including European Bank for Reconstruction and Development (“EBRD”), also participating.
  • These institutions join a distinguished group of global strategic and financial investors providing fully committed PIPE financing for the transaction, including Agility, Luxor Capital Group, Chimera, and Zain.
  • The investment terms are substantially similar to those in the initial PIPE financing announced in conjunction with Swvl’s proposed business combination transaction with Queen’s Gambit on July 28, 2021.
  • This additional investment increases the aggregate amount of expected PIPE proceeds to $121.5 million, providing additional capital to fund Swvl’s expansion efforts and further investments in its proprietary technology platform.

See SUBSEQUENT EVENT above (2/1/22)

  • On January 30, 2022, SPAC and Seller (ACM ARRT VII B, LLC) agreed to terminate the Forward Purchase Agreement to purchase up to 10,000,000 SPAC Shares.
    • The Counterparty shall pay to the Seller on the date of the closing of the Business Combination the attorney fees and other reasonable expenses of the Seller in an amount not to exceed $50,000.
  • SPAC, Swvl, Holdings, and the Subscriber agreed to terminate the Subscription Agreement to purchase 200,000 newly issued Holdings Common Shares A for a purchase price of $10.00 per share and an aggregate purchase price of $2,000,000

EARNOUT

  • During the five-year period following the Closing Date, Holdings shall issue or cause to be issued to eligible holders of securities of the Company up to 15,000,000 additional shares of Holdings Common Shares A in the aggregate (the “Earnout Shares”):
    • Triggering Event I: Greater than or equal to $12.50 for any 20-30 Trading Days within the Earnout Period.
    • Triggering Event I: Greater than or equal to $15.00 for any 20-30 Trading Days within the Earnout Period.
    • Triggering Event I: Greater than or equal to $17.50 for any 20-30 Trading Days within the Earnout Period.

LOCK-UP

  • Subject to certain customary exceptions, the Lock-Up Holders have agreed not to:
    • (a) transfer, assign or sell any Holdings Common Shares A
    • (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Holdings Common Shares A, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, in each case until the earlier of
      • (x) either one year or six months after the consummation of the Company Merger (depending on the applicable Lock-Up Holder’s anticipated beneficial ownership of Holdings Common Shares A following the Closing)
      • (y) the first date on which the last sale price of the Holdings Common Shares A equals or exceeds $12.00 per share for any 20 trading days within any 30-day trading period commencing at least 150 days after the consummation of the Company Merger

SUPPORT AGREEMENT

  • Concurrently with the execution of the Business Combination Agreement, Sponsor entered into a letter agreement (the “Sponsor Agreement”) with SPAC and the Company, pursuant to which, among other things, the Sponsor agreed:
  • (a) to waive its anti-dilution rights set forth in the organizational documents of SPAC and (following the SPAC Merger) Holdings, as applicable
  • (b) to vote all shares of SPAC held by it in favor of the adoption and approval of the Business Combination Agreement and the Proposed Transactions
  • (c) not to redeem any shares of SPAC held by Sponsor (or any shares of Holdings received in connection with the SPAC Merger).

NOTABLE CONDITIONS TO CLOSING

  • Subsequent Event 3/29/22 – The Company expects that the Minimum Cash Condition will not be satisfied if sufficient shareholders do not withdraw the exercise of their redemption rights.
  • In such case, Swvl expects to waive the Minimum Cash Condition and agrees, subject to the satisfaction (or waiver) of all other closing conditions, to proceed with the consummation of the Business Combination.
  • SPAC and Holdings collectively having cash on hand equal to or in excess of $185,000,000

NOTABLE CONDITIONS TO TERMINATION

  • The Business Combination Agreement contains certain termination rights, including that the Business Combination Agreement may be terminated at any time prior to the Company Merger Effective Time by mutual written consent of the Company and SPAC and in other specified circumstances, including if the Company Merger Effective Time has not occurred within 180 days after the date of the Business Combination Agreement, subject to extension to 240 days after the date of the Business Combination Agreement if the SEC has not declared the Registration Statement effective on or prior to such date.
  • By either SPAC or the Company if the Company Merger Effective Time shall not have occurred prior to the date that is 180 days after the date hereof; provided, however that if the SEC has not declared the Registration Statement effective on or prior to such date, the Outside Date shall be automatically extended to the date that is 240 days after the date.
  • Extended the Outside Date to May 31, 2022 – LINK

ADVISORS

  • Barclays is serving as an M&A and capital markets financial advisor to Swvl and as a placement agent to Queen’s Gambit in connection with the PIPE investment.
  • Guggenheim Securities, LLC is serving as an M&A advisor to Queen’s Gambit in connection with the transaction, and also as a placement agent in connection with the PIPE investment.
  • Cravath, Swaine & Moore LLP, Slaughter and May and Maples are serving as legal advisors to Swvl.
  • Vinson & Elkins L.L.P. and Walkers are serving as legal advisors to Queen’s Gambit.

MANAGEMENT & BOARD

Executive Officers

Victoria Grace, 45
Chief Executive Officer and Director

Ms. Grace is a founding partner of Colle Capital Partners I, LP, an opportunistic, early stage technology venture fund. Prior to founding Colle Capital, Ms. Grace was a partner at Wall Street Technology Partners LP, a mid-stage technology fund, from November 2000 to February 2014, and a director of Dresdner Kleinwort Wasserstein Private Equity Group from November 2000 to October 2004. In addition, Ms. Grace co-founded, co-managed and served as President of Work It, Mom! LLC, a network site for professional moms with an advertising revenue model from 2007 until its merger with another content company in 2012. She also serves on the board of directors of VNV Global Ltd., an investment company with a focus on companies with network effects. Ms. Grace has worked with, and made investments in a broad range of companies, including enterprise software, wireless technologies, medical devices, health IT, FinTech, hardware, virtual reality and D2C retail companies. Notable investments that Ms. Grace either led or worked closely with include Apriso (acquired by Dassault Systemes), AZA Group (formerly BitPesa Ltd.), Lon, Inc. (d/b/a Bread) (acquired by Alliance Data Systems Operations), CargoX Ltd., Concourse Global Enrollment, Inc., Health Platforms Inc. (Doctor.com) (acquired by Press Ganey Associates LLC), EnsoData Inc., Hyliion Inc. (NYSE: HYLN), Maven Clinic Co., MaxBone, Inc., MetaStorm Inc. (acquired by OpenText Corporation), Netki, Inc., Numan, Parkside Securities, Inc., QMerit, Inc., Radar, Sensydia Corporation, Skopenow, Inc., Swiftmile, Inc., Syft (acquired by Recruit Holdings Co Ltd., owner of indeed.co.uk) and Vergent Bioscience, Inc. Ms. Grace received her Bachelor of Arts in economics and biochemistry from Washington University in St. Louis in 1997.

Anastasia Nyrkovskaya, 44
Chief Financial Officer

Ms. Nyrkovskaya is currently the Chief Financial Officer of FORTUNE Media LP (“Fortune Media”), which she joined in April 2019, where she leads all aspects of finance and accounting, board relations, corporate development and multiple new initiatives, including a post-acquisition transition. Prior to joining Fortune Media, she served as Chief Financial Officer and Treasurer of Birchbox Inc., from July 2018 to February 2019, where she oversaw finance and accounting, business intelligence and human resources, and Chief Financial Officer of XpresSpa Group, Inc. (NASDAQ: XSPA) from May 2013 to August 2018, where she led finance and accounting functions, including SEC reporting and debt raises in the public markets. Prior to these roles, Mrs. Nyrkovskaya served as Vice President and Assistant Global Controller and Vice President, Corporate Finance and Business Development at NBCUniversal Media, LLC (“NBCUniversal”) from November 2006 to May 2013. While at NBCUniversal, she was the accounting and finance lead on numerous M&A transactions, including the original formation of HULU, LLC, as well as the acquisitions of The Weather Channel and Oxygen Network, among others. Mrs. Nyrkovskaya started her career in Audit followed by Transaction Services at KPMG, LLP where she worked from September 1998 to November 2006. Mrs. Nyrkovskaya is a Certified Public Accountant and received an advanced degree in Economics and Business Administration from Moscow State University of Publishing and Printing Arts in 1998.

Board of Directors

Jennifer Barbetta, 47
Director 

Jennifer Barbetta is the Chief Operating Officer and Senior Managing Director at Starwood Capital Group, a private investment firm with a primary focus on global real estate. Additionally, Ms. Barbetta currently serves on the board of directors of Artisan Partners Asset Management Inc. and is a member of its Nominating and Corporate Governance Committee. Prior to joining Starwood Capital Group in 2019, Ms. Barbetta was a Partner and Managing Director at Goldman Sachs. While at Goldman Sachs from 1995 to 2019, Ms. Barbetta served in a variety of leadership roles, including as Chief Operating Officer and Global Head of Strategic Client Services of Goldman Sachs Asset Management from 2011 to 2016 and Chief Operating Officer of the Alternative Investments and Manager Selection business where she worked from 1997 to 2011. Ms. Barbetta currently serves on the Dean’s Advisory Council for the Villanova School of Business as of 2018 and the Emeritus Board of the Point Foundation as of 2017. Ms. Barbetta received a Bachelor of Science in Finance from Villanova University.

Cheryl Martin, Ph.D., 58
Director 

Cheryl Martin is the Founder and Principal of Harwich Partners, LLC, a consulting firm that works with public and private sector entities to design and implement solutions for complex problems, especially those related to energy, sustainability and technology adoption. From March 2016 to November 2018, Dr. Martin was a member of the Managing Board of the World Economic Forum in Geneva, Switzerland, where she was responsible for a range of industry and innovation initiatives. Prior to this, Dr. Martin served as Acting Director of the U.S. Department of Energy’s Advanced Research Projects Agency–Energy (“ARPA-E”) from 2013 to 2014. Dr. Martin additionally served as the Deputy Director for Commercialization at ARPA-E from August 2011 to March 2015, where she led the Technology-to-Market program, which helps breakthrough energy technologies succeed in the marketplace. Prior to joining ARPA-E, Dr. Martin was an Executive in Residence with Kleiner Perkins Caufield and Byers, a venture capital firm based in California from January 2010 to August 2011 and served as the interim Chief Executive Officer of Renmatix, a start-up company focused on renewable materials from March 2010 to August 2010. Dr. Martin also spent 20 years with Rohm and Haas Company, starting her career as a Senior Scientist for the Plastics Additive business and later in the Plastics Additive and Coatings businesses. In 2000, Dr. Martin was named Director, Investor Relations of Rohm and Haas Company, and later Director, Financial Planning. From 2005 to 2009, Dr. Martin was named General Manager of Rohm and Haas Company’s Adhesives and Sealants business in North America and was elected as Corporate Vice President as well as the General Manager for the Paint and Coatings Materials business in Europe, Middle East and Africa. Dr. Martin currently serves as Chair of the board of directors of Sound Agriculture Company as of May 2020. Dr. Martin additionally served as a member of the board of directors of Enbala Power Networks from March 2016 until its acquisition by Generac Power System in October 2020. Dr. Martin currently serves as a member of several non-profit boards of directors, including Philabundance, the greater Philadelphia region’s largest hunger relief organization, rejoining the board in September 2020 after prior board service from 2010 to 2016 as well as Clean Energy Trust and Elemental Excelerator. Dr. Martin earned a Bachelor of Arts in chemistry from the College of the Holy Cross, where she is currently a Trustee, and a Ph.D. in organic chemistry from the Massachusetts Institute of Technology (“MIT”).

Jill Putman, 53
Director 

Jill Putman is the Chief Financial Officer at Jamf Hold Corp. (“Jamf”) (NASDAQ: JAMF), a comprehensive enterprise management software of the Apple platform. Prior to joining Jamf in 2014, Ms. Putman served as Chief Financial Officer of Kroll Ontrack, Inc., a private-equity owned e-discovery firm from July 2011 to May 2014. Prior to her role at Kroll Ontrack, Inc., Ms. Putman was the Divisional Chief Financial Officer and Vice President of Finance at Lifetouch Inc. from 2010 to 2011, where she was responsible for driving strategic planning, controlling and reporting of financial reports, financial planning and analysis and policy development. Ms. Putman also served as Vice President of Finance at McAfee Corp. from 2008 to 2009, and Vice President of Global Finance and Treasurer of Secure Computing Corporation from 1997 until its acquisition by McAfee Corp. in 2008. Prior to joining Secure Computing Corporation, Ms. Putman held several finance positions at Target Corp. (Dayton Hudson Corporation) from 1993 to 1997. Ms. Putman additionally served as an auditor at KPMG LLP, serving in its audit practice, from 1990 to 1993. Ms. Putman received a bachelor’s degree in Accounting and Psychology from Luther College in 1989, an Masters of Business Administration in Finance from the University of St. Thomas – Opus College of Business in 1996 and is an inactive CPA.

Jeannine Sargent, 56
Director 

Jeannine Sargent currently serves in investment and advisory roles that are focused on industries ranging from AI-enabled solutions to energy and sustainability, including serving as an Advisor at Breakthrough Energy Ventures as of December 2018, Senior Advisor at Generation Investment Management LLP as of November 2017 and Operating Partner and Senior Advisor at Katalyst.Ventures Management LLC, an early-stage technology venture fund as of January 2018. Formerly, she was an EIR/Venture Advisor at Crosslink Capital from 2010 to 2012. From January 2012 to October 2017, Ms. Sargent held multiple leadership roles at Flex Ltd., a leading contract design, engineering and manufacturing company, including President of Innovation and New Ventures and President of Flex’s Energy business. Prior to joining Flex Ltd., Ms. Sargent served as Chief Executive Officer at Oerlikon Solar AG, a thin-film silicon solar photovoltaic module manufacturer, from 2007 to 2010 and Chief Executive Officer of Voyan Technology, an embedded systems software provider from 1996 to 2001. Additionally, Ms. Sargent served as Executive Vice President and General Manager at Veeco from 2004 to 2007. Ms. Sargent currently serves on the boards of directors of Synopsys Inc., an electronic design automation company that focuses on silicon design and verification, silicon intellectual property and software security and quality since September 2020, Fortive Corporation since February 2019 and Proterra Inc. since October 2018; as well as a member of the board of trustees of Northeastern University since July 2017. Ms. Sargent previously served as a member of the board of directors at Cypress Semiconductor Corporation from December 2017 to May 2020. Ms. Sargent received a Bachelor of Science, magna cum laude, in Chemical Engineering, from Northeastern University in 1987 and holds certificates from the executive development programs at the Massachusetts Institute of Technology – Sloan School of Management, IMD Business School, Harvard University, Stanford University Graduate School of Business and Stanford Law School, as well as a CERT certificate of cyber risk oversight from the National Association of Corporate Directors in conjunction with Carnegie Mellon University.

Lone Fonss Schroder, 60
Director 

Lone Fonss Schroder currently serves as the Chief Executive Officer at Concordium AG, the world’s first blockchain with protocol-level identity mechanism, as of February 2019. Ms. Fonss Schroder currently sits on the boards of directors of IKEA Group, Volvo Car Group, Aker Group (comprised of Akastor ASA and Aker Solutions ASA which merged with Kvaerner ASA in November 2020), the CSL Group Inc. and Geely Sweden Holdings. She previously served as Chairman of Saxo Bank A/S from 2014 to 2018, Audit Committee Chairman of Valmet Oy from 2014 to 2018, a member of the Credit & Audit Committee of Handelsbanken AB from 2009 to 2014, a member of the Audit Committee of Vattenfall AB from 2005 to 2012 and a member of the Audit Committee of Yara ASD from 2006 to 2011. Ms. Fonss Schroder co-founded the fintech company Cashworks, Inc. in 2016, and formerly served as President and Chief Executive Officer of Wallenius Lines from 2005 to 2010. Additionally, Ms. Fonss Schroder spent 22 years at A.P. Moller Maersk, where she held several senior management positions, and founded Maersk Procurement and Star Air where she was responsible for the Car Carriers and Bulk division. She was also a Senior Advisor for Credit Suisse from 2014 to 2018 and a former partner of CMC Biologics A/S (which was acquired by AGC Biologics, Inc. in 2016). Ms. Fonss Schroder received a Masters of Science in Law from the University of Copenhagen in 1987 and a Masters of Science in Economics from the Copenhagen Business School in 1984.

Elizabeth K. Weymouth, 53
Director 

Elizabeth K. Weymouth is the Founder, Managing Partner and Chair of the Investment Committee member at Grafine Partners, LP, a boutique alternative asset management firm. Prior to founding Grafine Partners, LP in 2018, Ms. Weymouth served as a Partner at Riverstone Holdings LLC, a private investment firm focused on growth capital investments in the energy industry, from 2007 to 2017, where Ms. Weymouth helped to institutionalize the firm and secured $27 billion of capital from global sources. Before joining Riverstone Holdings LLC, Ms. Weymouth was at J.P. Morgan serving in a variety of roles from 1994 to 2007, including serving as Managing Director at J.P. Morgan Private Bank and Head of Investments for the U.S. Northeast region, as well as serving on the Global Investment Leadership Team and Fiduciary Oversight Committee. Ms. Weymouth additionally served as a member of the firm’s Senior Women’s Leadership Forum and Mentoring Committee. Earlier in her career, Ms. Weymouth worked in London for Willis Corroon, PLC as an Associate in the Oil and Gas Division, negotiating insurance coverage for Fortune 50 energy companies with underwriters. Ms. Weymouth additionally served as Chair of the board of trustees of the University of Virginia Darden School of Business from 2016 to 2019, where she served as the first female chair in their history. Ms. Weymouth earned a Bachelor of Arts from the University of Virginia in 1989 and a Masters of Business Administration from the Darden Graduate School of Business in 1994.

Gbenga Oyebode, 62 [Appointed 3/29/22]
Director 

Gbenga Oyebode is the co-founder and former chairman of Aluko & Oyebode, one of the largest law firms in Nigeria. Mr. Oyebode currently serves on the boards of Nestlé Nigeria Plc, Lafarge Africa Plc, Socfinaf SA, Okomu Oil Palm Company and PZ Cussons Nigeria PLC. In addition, Mr. Oyebode embodies a spirit of philanthropy through his service as the chairman of Teach for Nigeria, director of Teach for All and as a member of the Global Advisory Council of the African Leadership Academy. Mr. Oyebode also sits on the boards of Jazz at the Lincoln Center, the African Philanthropy Forum, Carnegie Hall and the Ford Foundation. Mr. Oyebode has previously served on the boards of Access Bank Plc and MTN Nigeria Plc. Mr. Oyebode holds bachelor of laws degrees from the University of Ife and the Nigerian Law School and a master of laws degree from the University of Pennsylvania. He also holds one of Nigeria’s highest honors, the Member of the Order of the Federal Republic of Nigeria, and is a recipient of the Belgian royal honor of Knight of the Order of Leopold.

 

ByMatt Cianci