Ajay Khare
About Ajay Khare
Ajay “Bhisham” Khare is Chief Executive Officer and a Class II director of Aeries Technology, Inc. (AERT) since February 2025; age 48 as of the 2025 record date . He previously served as Chief Revenue Officer and COO – Americas (2015–Feb 2025) and brings operating, M&A integration, and client relationship expertise; he founded WhiteSpace Health and held leadership roles at M*Modal (2012–2015) and CBay Systems (2007–2012) . As CEO, the Board has separated the Chair and CEO roles, with Venu Raman Kumar serving as non‑executive Chair . Company performance context is shown below; FY25 was a reset year with EBITDA losses but quarterly EBITDA turned positive in FY26 Q1–Q2 (values in tables; see S&P Global disclaimer).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aeries Technology, Inc. | Chief Executive Officer; Director (Class II) | Feb 2025–present | Leads strategic direction and operations post-de-SPAC; Board leadership separated from Chair |
| Aeries Technology Group (ATG) / Aeries | Chief Revenue Officer & COO – Americas | 2015–Feb 2025 | Grew US operations; execution across start‑up, funding, M&A integrations; private equity-backed growth |
| WhiteSpace Health | Founder | Not disclosed | Built healthcare data analytics/business intelligence platform |
| M*Modal | VP Strategic Operations | 2012–2015 | Led RCM product launch; P&L oversight for $250M clinical documentation; cost initiatives |
| CBay Systems | Managed Worldwide Operations | 2007–2012 | Led global ops; part of teams acquiring MedQuist & Spheris in PE-funded deals |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed specific to Ajay Khare in proxy | — | — | — |
Fixed Compensation
| Item | FY 2023 | FY 2024 | As CEO (effective Feb 10, 2025) |
|---|---|---|---|
| Base Salary ($) | $240,000 | $305,758 | $425,000 (revised employment agreement, annual base) |
| Target Bonus (%) | Discretionary; prior plan referenced financial metrics incl. NPAT/free cash flow | Discretionary; no FY24 bonus expected | 100% of base salary (Board/Comp Committee determined) |
| Actual Bonus ($) | $271,000 | $0 expected | Not disclosed |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive (cash/equity) | Not disclosed | Determined by Board/Comp Committee | Not disclosed | Not disclosed | N/A |
| Prior plan reference (pre‑BC) | N/A | 5% of NPAT; free cash flow; funding needs (legacy arrangement) | Not disclosed | Discretionary | N/A |
Awards under the 2023 Equity Incentive Plan include discretionary change-in-control treatment and clawback provisions; Administrator may accelerate, cash out, or assume awards on change of control; awards are subject to recovery under law and policy .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 4,173,728 Class A shares; 8.6% of outstanding |
| Components and rights | Right to acquire up to 1,702,368 Class A via Exchange Agreements; includes 851,184 issuable via ESOP Trust; plus vested RSUs to receive 2,471,360 Class A shares |
| RSU settlement schedule | RSUs granted May 22, 2024; fully vested; settle in substantially equal monthly installments between Aug 15, 2024 and Mar 15, 2025 |
| Options (exercisable) | 59,110 options, exercise price $0.12, exp. Mar 30, 2026; fully vested |
| In-the-money status | Nasdaq Class A closing price $0.69 on the record date indicates options were in the money at that date |
| Hedging/pledging | Policy prohibits short sales and hedging for directors/officers; pledging not disclosed |
| Ownership guidelines | Not disclosed |
Employment Terms
| Term | Initial Agreement (June 12, 2024 amendment) | Revised Agreement (effective Feb 10, 2025) |
|---|---|---|
| Employer entity | Aeries Solutions | Aeries Technology Solutions, Inc. (affiliate) |
| Base salary | $400,000 | $425,000 |
| Target bonus | Up to 200% of base (FY25 onward; Board/Comp Committee metrics) | 100% of base; Board/Comp Committee determined |
| Equity | Fully vested RSU award of 2,471,360 shares (granted May 22, 2024) | Eligible for future equity awards subject to performance and approval |
| Severance | If terminated w/o cause or for good reason: 18 months base salary + annual benefits + bonus received during immediate preceding two years; 12‑month installment schedule | If terminated w/o cause or for good reason: 12 months base salary in installments; accrued amounts incl. vested equity and declared bonuses; release required |
| Restrictive covenants | Non‑compete 1 year; non‑solicit and confidentiality 2 years | Non‑compete 1 year; non‑solicit and confidentiality 2 years |
| Dispute resolution | Not detailed | Arbitration under AAA; NC law; jury trial waiver; injunctive relief carve‑out |
| Clawback | Plan-level clawback for awards | Plan-level clawback for awards |
Board Service & Governance
- Board service: Class II director since Feb 2025; the Board separated Chair (Venu Raman Kumar) and CEO (Ajay Khare) roles .
- Committee roles: Audit (Shapiro, Kochhar, Dasgupta; Shapiro chair) ; Compensation (Kochhar chair; Shapiro) ; Nominating & Governance (Dasgupta chair; Kochhar; Venkataraman) . Khare is not listed on any Board committee in the proxy .
- Independence: Controlled company under Nasdaq due to Class V voting rights; AERT does not intend to rely on exemptions but may; Board determines Khare is not independent, while majority of Board is independent .
- Attendance: In FY2024, Board held 5 meetings; no director attended fewer than 75% of Board/committee meetings .
Director Compensation (context)
- Chairman Director Agreement: $650,000 annual fee; bonus up to 300% of fee; options eligible equal to CEO’s options .
- Non‑executive director agreements: $50,000 annual fee; eligible for up to 75,000 RSUs .
- Executive directors (e.g., CEO/CFO roles in prior period) historically had $1 director fee in agreements; specific fee for Khare as director not disclosed in the 2025 proxy .
Compensation Structure Analysis
- Shift in mix: Transition from legacy options (59,110 fully vested, $0.12 strike) to large, fully vested RSU grant (2,471,360 shares) in May 2024 lowers performance risk and increases guaranteed equity delivery; monthly settlement Aug 2024–Mar 2025 could have created supply overhang near delivery dates .
- Target bonus recalibration: Reduction from “up to 200%” to 100% target as CEO indicates tighter pay-for-performance alignment and potentially improved cost discipline .
- Clawback/change-of-control: Plan enables award acceleration/cash‑out at Administrator’s discretion on change of control and includes clawback; however, employment agreements do not disclose separate double-trigger equity acceleration—potential misalignment risk if accelerated vesting is applied broadly .
Related Party Transactions (governance red flags)
- Extensive related-party arrangements with entities controlled by the majority shareholder (e.g., ATPSPL, AFT, TSLC) including intercompany deposits, consulting MSAs, and cost-sharing; Exchange Agreements include Khare among “Exchanging ATG Holders,” setting rights to swap ATG/AARK shares for AERT Class A (subject to performance and regulatory conditions) .
Performance & Track Record
- Achievements: Led P&L at M*Modal’s $250M clinical documentation line; executed new product launches; integrated PE-backed acquisitions; scaled ATG/Aeries US operations .
- Quarterly operating context:
| Metric | Q3 2025 | Q4 2025 | Q1 2026 | Q2 2026 |
|---|---|---|---|---|
| Revenue ($) | 17,607,000 | 19,051,000* | 15,330,000 | 17,359,000 |
| EBITDA ($) | -4,809,000* | -1,114,000* | 1,024,999* | 2,190,000* |
| EBITDA Margin (%) | -27.313%* | -5.847%* | 6.686%* | 12.616%* |
- Annual context:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue ($) | 72,509,000 | 70,198,000 |
| EBITDA ($) | 4,339,000* | -25,693,000* |
| EBITDA Margin (%) | 5.984%* | -36.601%* |
Values marked with an asterisk were retrieved from S&P Global.
Employment & Contracts (retention risk)
- Non‑compete (1 year) and non‑solicit/confidentiality (2 years) mitigate immediate departure risk, but revised severance lowered from 18 to 12 months salary, reducing exit cost but possibly lowering retention incentives .
- Arbitration (AAA; NC law) and release requirement tighten enforcement and severance eligibility .
- Equity incentive plan evergreen and removal of individual award limits (subject to shareholder approval) increase flexibility—and dilution risk—for future grants .
Investment Implications
- Alignment: Large, fully vested RSU grant and meaningful beneficial ownership (8.6%) align interests, but monthly RSU deliveries through Mar 2025 may have contributed to supply overhang; monitor Form 4 activity for selling pressure .
- Pay-for-performance: Bonus target reset to 100% and separate Chair/CEO structure are positives; controlled company status and broad change-of-control award discretion warrant governance discounts .
- Retention/leverage: Reduced severance (12 months) lowers exit cost but may modestly increase mobility; restrictive covenants partly mitigate .
- Fundamentals: FY25 reset with negative EBITDA; sequential EBITDA improvement in FY26 Q1–Q2 supports a recovering operating story; sustained positive EBITDA and revenue growth would strengthen pay‑for‑performance credibility (see tables; S&P Global disclaimer).