Raman Kumar

About Raman Kumar

Raman Kumar is the non‑executive Chairman of Aeries Technology, Inc. (AERT). Age 63 as of the January 29, 2025 record date, he has served on AERT’s board since November 2023 following the de‑SPAC transaction and co‑founded Aeries Technology Group Business Accelerators Private Limited (ATG) in 2012 . He is a successful tech entrepreneur and private equity investor; founder and former Vice Chairman/CEO of M*Modal Inc. (sold to One Equity Partners in 2012), with subsequent investing and board roles across India, the Middle East, and the U.S.; he sits on the board of T‑Hub and founded CASHe, a fintech lending platform .

Past Roles

External Roles

Board Governance

• Role: Non‑executive Chairman (Class III director); director since November 2023 .
• Independence: Not independent; board determined only Venu Raman Kumar, Sudhir A. Panikassery, and Bhisham (Ajay) Khare are non‑independent, with a majority of independent directors overall .
• Committee memberships: Not listed as a member; committees are:
  • Audit: Nina B. Shapiro (Chair), Alok Kochhar, Biswajit Dasgupta—all independent and financial experts .
  • Compensation: Alok Kochhar (Chair), Nina B. Shapiro—both independent .
  • Nominating & Corporate Governance: Biswajit Dasgupta (Chair), Alok Kochhar, Ramesh Venkataraman—independent .
• Attendance: Board held 5 meetings and 6 written consents in fiscal 2024; no director had <75% attendance; all committee members attended >75% .
• Controlled‑company dynamics: Prior Class V super‑vote led Nasdaq “controlled company” status; company states it does not intend to rely on exemptions, but could in future. Class V special voting rights persist for extraordinary events (e.g., hostile change of control and director appointments) .
• Board declassification proposal: Moving to annual director elections after initial terms (governance improvement) .

Fixed Compensation

Performance Compensation

No director meeting fees, chair stipends, or equity grants to Mr. Kumar are disclosed for FY 2024 beyond the cash fees table; non‑executive directors other than the Chairman have $50,000 annual fees and are eligible for up to 75,000 RSUs under the Plan .

Other Directorships & Interlocks

Expertise & Qualifications

• Tech entrepreneurship, PE investing, M&A and scaling operations; governance exposure across geographies .
• Recognized with EY Entrepreneur of the Year (Maryland) and Maryland International Leadership Award .
• Sector experience in healthcare tech, fintech, and incubators .

Equity Ownership

Class V voting power reduced to ~1.3% after AARK exchange but retains 51% voting in specified extraordinary events, including director appointment/removal and hostile change of control .

Governance Assessment

• Independence and leadership: As Chairman with 59.8% voting influence (via Class A) and special Class V voting dynamics, Mr. Kumar wields significant control; he is not independent, while committees are independent and chaired by non‑executives—a positive for oversight .
• Attendance and board process: Board and committees show >75% attendance, and the company proposes declassification, which improves accountability; positive signal .
• Compensation structure risks: Chairman’s director agreement allows a sizable cash fee ($650k) plus up to 300% bonus and CEO‑equivalent option eligibility. Combined with Plan Amendment increasing share reserve and adding evergreen and removing single‑individual annual limits, this raises pay‑inflation and dilution risk if used for insiders; monitor application and disclosure of performance criteria. RED FLAG: expanded plan plus chairman award eligibility without disclosed, specific performance metrics .
• Related‑party transactions: Extensive ongoing financial dealings (loans, deposits, consulting, cost‑sharing, investments, guarantees) with entities owned/controlled by Mr. Kumar or family members. While policies require audit committee approval >$120k, the breadth/recurrence of RPTs is a governance overhang. RED FLAG: breadth of RPTs and family loans (e.g., $0.8m loan at 10% from son) .
• Controlled company: Prior designation and enduring special voting rights in extraordinary events may limit minority holders’ influence on board composition and change‑of‑control outcomes; investor confidence can be sensitive to perceived entrenchment risk .
• Protections: Code of Ethics; hedging prohibitions; clawback in Plan—mitigation factors for alignment/compliance .

Committee Snapshot

Director Compensation Details (FY 2024 reported)

Chairman’s contract terms differ from reported FY 2024 cash fees (contract: $650k fee + bonus + options eligibility); timing/partial year or payment schedule may explain the variance. Further detail not disclosed beyond proxy .

Equity Plan Context

RED FLAGS

• Extensive related‑party transactions across multiple affiliates controlled by Mr. Kumar; recurring financial flows and advisory relationships .
• Chairman compensation structure with high bonus cap and equity option eligibility, combined with Plan evergreen and removal of annual limits, could facilitate disproportionate awards without disclosed performance guardrails .
• Special Class V voting rights in extraordinary events and director appointments can override ordinary votes, creating entrenchment risk .

Notes on Missing Items

• Performance metrics tied to Chairman’s bonus or equity vesting, severance/change‑of‑control terms for directors, ownership guidelines, pledging, hedging by Mr. Kumar, say‑on‑pay outcomes, and insider trading transactions for Mr. Kumar are not disclosed in the proxy; no additional details available in the cited filing .