Sudhir Panikassery
About Sudhir Panikassery
Sudhir Appukuttan Panikassery, 56, is Vice Chairman of the Board (non‑executive) at Aeries Technology (AERT) since February 2025 and has served as a director since November 2023; he previously served as Chief Executive Officer of AERT and of Aeries Technology Group (ATG) until February 2025 . He is a seasoned operator and dealmaker with prior roles as global controller at CBay Systems/M*Modal, senior partner at an Indian accounting firm, and the lead on a 2021 acquisition carved out of Nuance (DeliverHealth) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aeries Technology (AERT) | Vice Chairman (non‑executive) | Feb 2025–present | Board leadership; transition from CEO to non‑exec governance role |
| Aeries Technology (AERT) | Chief Executive Officer | Nov 2023–Feb 2025 | Led public‑company transition post de‑SPAC |
| Aeries Technology Group (ATG) | Chief Executive Officer, Co‑founder | 2012–Feb 2025 | Built and scaled ATG; led 2021 Nuance carve‑out (DeliverHealth) |
| CBay Systems/M*Modal | Global Controller | Prior to 2012 | Led integration of acquisitions (MedQuist, Spheris, Multimodal) |
| Indian accounting firm | Senior Partner | Prior | Audit/M&A/corporate structuring across tech/BPO/financial services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ASSOCHAM (India) | Managing Committee member; Co‑Chair, National Council for Business Facilitation & Global Competitiveness | Current | Industry advocacy and policy engagement |
Board Governance
- Role and independence: Vice Chairman (non‑executive); the Board classifies Sudhir as not independent (independence granted to all directors except Venu R. Kumar, Sudhir A. Panikassery, and Ajay Khare) .
- Committees: Not listed as a member of Audit, Compensation, or Nominating & Corporate Governance committees; those committees comprise independent directors (Audit: Shapiro (Chair), Kochhar, Dasgupta; Comp: Kochhar (Chair), Shapiro; Nominating: Dasgupta (Chair), Kochhar, Venkataraman) .
- Attendance and engagement: In FY2024, the Board held 5 meetings and 6 written consents; no director attended fewer than 75% of Board and committee meetings on which they served. Audit held 3 meetings (2 written consents), Nominating held 1 meeting; all committee members attended >75% .
- Tenure: Director since Nov 2023 (Class III); term per Articles with declassification proposal to move to one‑year terms after initial classification .
- Control and investor protections:
- Controlled company framework disclosed; while AERT states it does not intend to rely on Nasdaq “controlled company” exemptions, it may do so in the future .
- Class V share voting: Reduced to 1.3% of total votes for ordinary matters after exchanges, but retains 51% voting power for appointment/removal of directors and in threatened/actual hostile change‑of‑control (“Extraordinary Events”)—a governance risk for director elections and contests .
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| CEO Base Salary (cash) | $279,191 | $423,705 | FY2024 figure includes pre/post de‑SPAC periods as detailed in footnotes |
| Director Fee (Executive Director agreement) | $1 | $1 | Applies to executive directors (Sudhir/Webb) during executive tenure |
| Employment Agreement Base (CEO) | — | — | Contractual base set at $650,000 (effective Nov 6, 2023; later assigned to Aeries Technology Middle East Ltd. effective June 1, 2024) |
Note: On Feb 10, 2025 Sudhir resigned as CEO and became non‑executive Vice Chairman; the proxy does not detail any revised compensation terms for the Vice Chairman role .
Performance Compensation
| Item | FY2023 | FY2024 | Forward/Terms |
|---|---|---|---|
| Annual Bonus (cash) | $902,074 (discretionary) | No bonus expected | From FY2025, target bonus up to 300% of base salary, subject to Board/Comp Committee‑set metrics |
| Option/Equity Award Fair Value | $5,510,800 (options) | — | Equity awards under legacy ATG plans; see detailed equity table below |
| Target Metrics | — | — | Specific performance metrics for FY2025 bonus not disclosed in proxy |
Key Equity Awards (grants and terms)
| Grant Date | Instrument | Shares/Options | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Sep 27, 2019 | Stock Options (ATG 2019 Plan) | 177,345 | $0.12 | Vested Oct 31, 2020 | Oct 30, 2025 |
| Jul 22, 2022 | Stock Options (ATG 2020 Plan) | 59,900 | $0.12 | Vested Jul 22, 2023 | Jul 23, 2028 |
| Jun 8, 2024 | Stock Option (AERT 2023 Plan) | 5,151,005 | Par value per share | Fully vested at grant | Not disclosed |
| TBD (discretionary) | Stock Option (AERT 2023 Plan) | Up to 1,500,000 | ≥ FMV at grant | Service‑ & performance‑based | Not disclosed |
Other Directorships & Interlocks
- The proxy biographies and director disclosures do not list any current other public company directorships for Sudhir; no external public committee roles are disclosed .
- No specific board interlocks (shared directorships with customers/suppliers/competitors) are disclosed for Sudhir in the proxy .
Expertise & Qualifications
- Expertise in enterprise operations, M&A execution and integration (MedQuist, Spheris), and carve‑outs (led 2021 Nuance carve‑out → DeliverHealth); extensive leadership at ATG and prior roles at CBay/M*Modal; industry advocacy via ASSOCHAM .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A Outstanding | Voting % in Aeries |
|---|---|---|---|
| Sudhir A. Panikassery | 5,151,005 | 11.6% | 11.4% |
- Outstanding/legacy options fully vested as of Mar 31, 2024 (177,345 at $0.12; 59,900 at $0.12) .
- Additional fully vested AERT option (5,151,005 shares at par value) granted Jun 8, 2024 .
- Policy: Company prohibits hedging transactions by directors/officers/employees; no explicit disclosure on pledging by Sudhir in the proxy .
Employment & Contracts (historical CEO agreement; status transitioned to Vice Chairman)
- Employment Agreement: Initial base $650,000; from FY2025, target bonus up to 300% of base; initial fully vested option for 5,151,005 shares (granted Jun 8, 2024) at par value; potential second option up to 1,500,000 shares (≥ FMV; service/performance vesting) .
- Severance: If terminated without cause or for good reason, 18 months base salary, benefits equivalent, and amount equal to bonuses received during the immediately preceding two years, paid over 12 months; includes non‑solicit/confidentiality (two years) and non‑compete (one year) .
- Assignment: Agreement assigned to Aeries Technology Middle East Ltd. effective Jun 1, 2024, with UAE law governing .
- Transition: Sudhir resigned as CEO on Feb 10, 2025 and became Vice Chairman; the proxy does not specify any updated Vice Chairman contract terms .
Related‑Party Exposure (Governance context)
| Topic | Description | Magnitude/Terms |
|---|---|---|
| Controlled company & voting structure | Class V share retains 51% vote for appointment/removal of directors and hostile change‑of‑control scenarios; AERT may rely on controlled‑company exemptions though states it does not intend to at present . | Class V voting reduced to 1.3% on ordinary matters post exchanges; 51% in Extraordinary Events . |
| Transactions with Chairman‑related entities | Extensive related‑party loans, intercompany deposits, services, investments with entities controlled/related to Chairman Venu R. Kumar (e.g., ATPSPL, AFT, Aark II, TSLC, Ralak, etc.) . | Examples: ICDs outstanding ~$0.7m to ATPSPL/AFT (Mar 31, 2024); consulting MSAs totaling $3.3m FY2024; cost‑sharing ~$0.3m FY2024; loan from Vaibhav Rao $0.8m; details in proxy . |
| Exchange Agreements | Sudhir is an “Exchanging ATG Holder” with rights/conditions to exchange ATG/AARK interests for AERT Class A shares or cash under specified performance/trading/approval conditions . | Exchange mechanics and conditions detailed; Mr. Kumar exchanged 9,500 AARK shares for 21,337,000 Class A on Apr 5, 2024 . |
Director Compensation (context for board pay)
| Name | FY2024 Director Fees (cash) |
|---|---|
| Venu R. Kumar (Chairman) | $262,226 |
| Non‑executive directors (Kochhar, Dasgupta, Shapiro, Venkataraman) | $20,171 each |
| Executive directors (Sudhir, Webb) | $1 each (per director agreements) |
- Director Agreements: Non‑executive directors receive $50,000 annual fee and eligibility for up to 75,000 RSUs; Chairman agreement provides $650,000 annual fee, bonus up to 300%, and option eligibility equal to CEO awards .
Say‑on‑Pay / Shareholder Feedback
- Not disclosed; as an emerging growth company, AERT utilizes scaled compensation disclosures and does not provide a CD&A; the proxy does not include say‑on‑pay results .
Compensation Committee & Clawback Policy
- Compensation Committee: Independent directors (Kochhar, Chair; Shapiro); may hire independent consultants subject to independence assessment .
- Clawback: AERT equity plan includes clawback provisions consistent with applicable laws/listing standards and company policy .
Governance Assessment
-
Positives:
- Strong “skin‑in‑the‑game”: Sudhir beneficially owns 11.6% of Class A; fully vested option exposure aligns with equity performance .
- No board committees for non‑independent directors; key oversight committees are independent, and attendance met >75% thresholds in FY2024 .
- Board moving toward annual elections after initial terms, improving accountability .
-
Risks / Red Flags:
- Not independent; elevated influence as Vice Chairman and former CEO may limit board challenge function .
- Concentrated voting power via Class V share retains 51% on director appointment/removal and hostile situations—can affect director election outcomes and investor influence .
- Extensive related‑party transactions with entities controlled by the Chairman; while governed by an RPT policy, scale/recurrence warrant monitoring for conflicts and pricing/terms fairness .
- Aggressive incentive leverage: Target bonus up to 300% of base and large fully vested option grant (5.15m shares at par) could be perceived as pay‑risk skew without disclosed performance metrics; investors should seek clarity on prospective KPI rigor .
- Severance construct includes 18 months base plus benefits and prior two years’ bonus—potentially substantial payouts if triggered .
Overall implication: Sudhir brings deep operating/M&A expertise and substantial ownership alignment, but his non‑independence, the Class V voting structure around director appointments, and the breadth of related‑party activity elevate governance risk considerations for minority shareholders and may weigh on investor confidence unless mitigated by transparent committee oversight and robust performance goal‑setting .