Alok Kochhar
About Alok Kochhar
Alok Kochhar, 67, has served as an independent director of Aeries Technology, Inc. (AERT) since November 2023. He spent over three decades at Bank of America and is currently a senior advisor at Boston Consulting Group; he holds an MBA from IIM Ahmedabad and a chemical engineering degree from IIT Delhi, providing deep finance and regulatory expertise relevant to audit and compensation oversight .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Bank of America | Senior executive (finance) | Career spanning over three decades; developed holistic knowledge of financial environments, regulatory frameworks, and market challenges | Finance and regulatory expertise useful for audit oversight |
| Aeries Technology (AERT) | Independent Director (Class I) | Since November 2023; nominee for re-appointment at 2025 AGM | Serves on Audit and Nominating & Corporate Governance; Chairs Compensation Committee |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Boston Consulting Group (BCG) | Senior Advisor | Ongoing; advises technology and financial services organizations |
Board Governance
- Independence: The Board determined that Kochhar is independent under Nasdaq and SEC rules .
- Committees and roles:
- Audit Committee: Member; designated an “audit committee financial expert” .
- Compensation Committee: Chair .
- Nominating & Corporate Governance Committee: Member .
- Attendance: In fiscal 2024, all directors and committee members attended >75% of respective meetings; Board held 5 meetings and 6 written consents; Audit held 3 meetings and 2 written consents; Nominating held 1 meeting; Compensation acted via 2 written consents .
- Controlled company context: AERT is a “controlled company” due to a Class V share that can confer 51% voting power for director appointments and certain extraordinary events; while the company states it does not intend to rely on exemptions, this structure can impact minority holder influence .
| Committee | Role | Independence | Financial Expert | FY2024 Attendance |
|---|---|---|---|---|
| Audit | Member | Independent | Yes | >75% (committee-wide) |
| Compensation | Chair | Independent | N/A | >75% (committee actions via written consents) |
| Nominating & Corporate Governance | Member | Independent | N/A | >75% (committee-wide) |
Governance signals:
- As Compensation Chair, Kochhar oversees CEO and executive pay, director compensation, and equity plans; the Board approved a 2024 equity plan amendment upon recommendation of the Compensation Committee, indicating active committee engagement in incentive design .
- Audit Committee responsibilities include auditor oversight, internal controls, and related-party transaction review procedures—critical given the company’s multiple related-party arrangements tied to the Chairman’s affiliates .
Fixed Compensation
| Component | FY2024 Amount | Forward Terms |
|---|---|---|
| Board cash fees | $20,171 | Non-executive director agreement provides a $50,000 annual fee (effective 11/6/2023) |
| Committee/Chair fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
| Benefits/Perqs | Not disclosed for non-exec directors | Confidentiality/IP provisions in director agreement; no perqs disclosed for non-exec directors |
Notes: FY2024 director cash reflected partial-year service post de-SPAC (appointments November 2023) under standard director agreements .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Stock awards (RSUs) | N/A in FY2024 | 0 | $0 | N/A | Non-exec directors are eligible for up to 75,000 RSUs under the plan; no grant disclosed for Kochhar in FY2024 |
| Options | N/A in FY2024 | 0 | $0 | N/A | No option awards disclosed for non-exec directors in FY2024 |
Compensation structure signals:
- Director pay mix in FY2024 was entirely cash for Kochhar; no equity granted, indicating limited ownership alignment in the year; however, plan eligibility allows future equity alignment via RSUs .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Kochhar in the proxy |
- Compensation Committee interlocks: None reported; no executive officer of AERT served on a board/compensation committee that includes any AERT executive officer, and no committee member (including Kochhar) had relationships requiring Item 404 disclosure .
Expertise & Qualifications
- Finance and regulatory: Three decades at Bank of America; designated audit committee financial expert .
- Advisory: Senior advisor at BCG with exposure to technology and financial services sectors .
- Education: MBA (IIM Ahmedabad); Chemical Engineering (IIT Delhi) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| Alok Kochhar | 0 | 0.0% | As of record date Jan 29, 2025; table lists no beneficial ownership for Kochhar |
Policies:
- Hedging/short sales prohibited for directors under the Insider Trading Policy, supporting alignment with shareholders .
Related-Party Exposure (Context for Audit/Comp Oversight)
- The company disclosed multiple related-party transactions involving entities owned/controlled by the Chairman or his affiliates (e.g., intercompany deposits, consulting agreements, cost sharing, investments), underscoring the importance of rigorous Audit Committee review and independent director oversight; Kochhar sits on Audit and chairs Compensation .
Governance Assessment
- Strengths: Independent status; deep finance background; designated audit committee financial expert; leadership as Compensation Chair; strong attendance; no disclosed interlocks; Section 16 compliance reported across officers/directors in FY2025 10-K indicates timely insider reporting .
- Alignment watch-outs: No beneficial ownership reported for Kochhar as of the record date; no FY2024 equity awards, though RSU eligibility exists; investors may prefer increased director equity holdings for alignment .
- Structural risks: “Controlled company” voting structure and extensive related-party dealings elevate governance risk; independent committee oversight (including Kochhar’s roles) is a critical mitigant. Board pursued declassification (annual elections after initial terms), a positive governance enhancement .
- Compensation oversight signal: Compensation Committee recommended expanding the equity plan share reserve and evergreen provision; investors should monitor plan usage and dilution, as well as performance linkage in executive awards, given Kochhar’s chair role .