The BOARD Brief Issue 5: Project Shasta

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Welcome to the fifth edition of The BOARD Brief, board-level intelligence for European private enterprise. We spend the week tracking what moved. You spend five minutes getting up to speed.

This week Revolut rewrote its CEO borrowing rules; a 60-year-old German family business with a third of its revenue in data centre cooling sold to a US buyer for $5.4 billion; and two capital events in the same week revealed that AI infrastructure costs have become a board-level problem. 

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1. Revolut rewrites its CEO borrowing rules

Revolut wrote to investors last week seeking approval for changes to its articles of association, codenamed Project Shasta.

The current articles cap CEO Nik Storonsky's share-backed borrowing at $50 million. The proposed articles raise that to $250 million, remove limits on what proportion of his holding can be pledged as collateral and strip out the requirement for board approval on larger pledges.

Storonsky owns approximately 29% of Revolut, the only person at the company who clears the 20% threshold that triggers the pledge rules. At Revolut's $115 billion valuation his stake is worth approximately $33 billion on paper.

Why it matters: This move helps solve the liquidity problem for Storonsky by giving greater freedom to unlock the value of his stake without reducing his holding or signalling a lack of conviction to the market.

The old $50 million cap was written when Revolut was worth a fraction of its current $115 billion valuation. A $250 million borrowing limit against a $33 billion stake is still conservative.

The board retains oversight above $250 million, any borrowing beyond that still requires board approval and 75% of shareholders. But for the day-to-day borrowing range, that oversight is being removed. 

Non Executive Directors reading this should ask where the right line sits in their own company.

• Revolut's pre-tax profits rose 57% last year to £1.7 billion on revenues of £4.5 billion
• The company is targeting a $200 billion valuation at IPO, no earlier than 2028
   

2. US buyer acquires German family business for $5.4 billion

Madison Air Solutions has agreed to acquire ebm-papst, a German manufacturer of fans, motors and ventilation systems, for $5.4 billion. The three shareholder families of the 60-year-old Mulfingen-based company are transferring their stakes to Madison Air, part of billionaire Larry Gies' Madison Industries. 

Ebm-papst retains its German headquarters and key research, development and production operations.

Why it matters: Data centre cooling is the driver of the valuation. Equipment used in hyperscaler data centres accounts for approximately a third of ebm-papst's sales. As AI drives demand for more powerful chips and servers, cooling systems become critical infrastructure.

Madison Air is buying European engineering expertise and customer relationships to serve that market. Ebm-papst is buying access to US capital to fund its growth to €3.4 billion in revenue by 2030.

• Ebm-papst employs more than 13,000 people worldwide and generated €2.24 billion in revenue last year
• Madison Air shares fell 4.28% following the announcement
• The deal expands Madison Air beyond its core North American market into Europe and Asia
• Klaus Geissdoerfer, CEO of ebm-papst: the deal "gives us access to the U.S. capital market, which can help us with strategic options."

3. Two bets on the same AI infrastructure problem

Stripe agreed to acquire OpenRouter for more than $7 billion this week. The UK Sovereign AI Fund backed Callosum with a significant investment as part of a $100 million seed round led by Atomico.

OpenRouter routes workloads between AI models, directing tasks to GPT, Claude, Gemini or Llama based on cost and performance. Callosum goes one layer deeper, routing between models and chips simultaneously, directing workloads away from expensive Nvidia GPUs when cheaper alternatives perform equally well.

Why it matters: One problem unites these two deals: companies are paying too much to run AI because they are using the wrong models and chips for the wrong tasks.

Most boards cannot demonstrate clear ROI on their AI spend, and overpaying for infrastructure is a significant part of the reason. It is a threefold problem that belongs on the board agenda: technology, procurement and oversight.

• OpenRouter serves eight million users across more than 400 AI models
• Callosum was founded in 2025 by two Cambridge University neuroscientists and has already partnered with Dutch chipmaker Axelera AI and South Korean chip firm Rebellions
• The UK Sovereign AI Fund has now made five disclosed investments, all in companies reducing dependency on dominant US AI infrastructure
   

80% of software vendors introducing AI pricing are using capacity-based models, not true usage-based pricing

What's new: Most vendors sell fixed blocks of AI credits or compute. If you use less than you bought, you do not get a refund. Atlassian, ServiceNow and Adobe all price this way. Vendors call it usage-based. It is not.

Why it matters: This week we covered two companies built to solve the problem of companies overpaying for AI infrastructure: Stripe's OpenRouter acquisition and Callosum. The Bain data suggests the overpaying starts earlier, at the contract stage. Boards approving AI vendor deals should ask one question first: are we buying capacity or consumption?
 

Alex Mashrabov, CEO of Higgsfield, after the video AI startup raised $400 million at a $5.4 billion valuation this week: "Historically, a lot of innovation was just focused straight to Silicon Valley. Now we can see that Higgsfield can build from Asia, and Lovable and ElevenLabs can build successfully from Europe. The whole point of AI is to drive further democratisation around the world."
 

• Fractile eyes $6.5B valuation after Anthropic chip deal as UK AI challenger takes aim at Nvidia

• Munich Re is acquiring US cyber insurer At-Bay for $575 million, moving from standalone cyber insurance toward a platform that continuously monitors and reduces risk across the full policy lifecycle.

• CVC and Standard Life have launched a £2 billion Pension Risk Transfer platform targeting large UK corporate pension schemes.

• Oakley Capital has acquired a majority stake in Graphwise, a knowledge graph platform serving more than 200 blue-chip customers. It is increasingly viewed as critical infrastructure for enterprise AI in regulated industries.

• QuantumLight, the venture fund co-founded by Revolut CEO Nik Storonsky, has closed its second fund at $500 million, double the size of its predecessor raised just over a year ago.

• Hg has agreed a growth investment in Nourish Care, a Bournemouth-based software provider to the UK social and community care sector.
   

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