Nina Shapiro
About Nina B. Shapiro
Independent director at Aeries Technology (AERT) since November 2023; age 76. Former World Bank Director of the Project Finance & Guarantee Department and VP Finance & Treasurer of IFC, with 30+ years’ international project finance and capital markets experience; MBA from Harvard Business School and BA from Smith College. Serves as Audit Committee Chair and qualifies as an “audit committee financial expert” under SEC rules; also serves on the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Bank | Director, Project Finance & Guarantee Department | Not disclosed | Senior leadership in project finance and guarantees |
| International Finance Corporation (IFC) | VP Finance & Treasurer | Not disclosed | Opened domestic capital markets (e.g., China, Brazil, UAE); extensive finance leadership |
External Roles
- Since retiring from the World Bank/IFC in 2011, Shapiro has taken on a full-time role as a corporate and advisory board member (specific organizations not disclosed) .
Board Governance
| Committee | Role | Independence Status | Financial Expert | Meetings/Attendance |
|---|---|---|---|---|
| Audit Committee | Chair | All members meet Nasdaq/SEC independence and financial literacy (Rule 10A-3) | Yes (all members qualify) | Audit Committee held 3 meetings in FY2024; all members attended >75% |
| Compensation Committee | Member | Committee members independent per Nasdaq/SEC; non‑employee directors (Rule 16b‑3) | Not applicable | Acted through 2 written consents in FY2024 |
| Nominating & Corporate Governance | Not a member | Comprised of independent directors | Not applicable | Held 1 meeting in FY2024 |
| Board | Director (Class I) | Board had 5 meetings in FY2024; no director attended <75% | — | ≥75% attendance (company-wide disclosure) |
- Audit Committee Report for FY2024 financials is signed by the Audit Chair, Nina B. Shapiro, evidencing active oversight of auditor independence, internal controls, and financial reporting .
Fixed Compensation
| Component | Policy/Retainer | FY2024 Actual | Notes |
|---|---|---|---|
| Annual cash retainer (Non-Executive Directors) | $50,000 per year | $20,171 | FY2024 actual cash fees disclosed in Director Compensation table |
| Committee/Chair fees | Not disclosed | Not disclosed | No separate chair or meeting fees disclosed |
| Meeting fees | Not disclosed | Not disclosed | Not disclosed |
Performance Compensation
| Instrument | Eligibility/Terms | FY2024 Grants/Value | Vesting/Performance Metrics |
|---|---|---|---|
| RSUs | Eligible for up to 75,000 RSUs under the 2023 Plan | None disclosed (stock awards $0) | Performance metrics for director equity not disclosed; RSU terms for directors not detailed |
| Options | Not disclosed for non-exec directors | None disclosed (option awards $0) | Not disclosed |
No performance-based metrics tied to director compensation were disclosed for Shapiro; the FY2024 director table shows only cash fees and no equity awards for her .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee Interlocks | None of the compensation committee members (including Shapiro) have been officers/employees or had relationships requiring Item 404 disclosure; no interlocks involving AERT executives disclosed |
| Public company boards | Not disclosed in proxy (biography notes corporate/advisory boards since 2011 without specifics) |
Expertise & Qualifications
- Project finance and capital markets specialist; extensive work with governments, banks, and private sector to develop infrastructure, financial, and manufacturing projects; opened domestic capital markets in China, Brazil, UAE .
- Audit Committee financial expert designation; independence and financial literacy affirmed .
- Education: BA Smith College; MBA Harvard Business School .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| Nina B. Shapiro | 0 | 0.0% (44,557,996 Class A outstanding at record date) | No beneficial ownership reported in the security ownership table |
- Insider Trading Policy prohibits directors and employees from short sales or hedging transactions of Company equity, supporting alignment, though pledging restrictions are not mentioned; no pledging disclosures for Shapiro were provided .
Governance Assessment
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Strengths:
- Independent director with deep finance expertise; Audit Committee Chair and SEC-defined financial expert; signed Audit Committee Report, signaling active oversight of auditor independence, controls, and reporting .
- Board and committee attendance at ≥75% across FY2024; audit committee met 3 times; compensation and nominating committees conducted actions/meetings as disclosed .
- Compensation Committee independence and absence of interlocks/related party disclosures for its members reduce conflict risk around executive pay decisions .
- Insider Trading Policy prohibits hedging, aligning director interests with shareholders .
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Concerns/RED FLAGS:
- Controlled company structure: a single Class V share holds 51% voting power for director appointment/removal, and 26% generally with special event provisions; while AERT states it does not intend to rely on Nasdaq controlled company exemptions, the structure can diminish minority shareholder influence and poses governance overhang risk .
- Extensive related-party transactions tied to majority shareholder and affiliated entities create potential conflict risk; audit committee oversight and policies exist, but the concentration of influence is a governance headwind .
- Ownership alignment: Shapiro reports no beneficial ownership; absence of disclosed director ownership guidelines and lack of equity grants in FY2024 limit “skin-in-the-game” alignment .
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Implications:
- Shapiro’s audit leadership and qualifications are positive for financial reporting integrity; however, controlled company dynamics and majority-owner related-party ecosystem elevate governance risk. Investor confidence will hinge on continued transparent committee oversight, strict application of related-party transaction policies, and tangible progress toward independent board practices despite the controlled structure .