Unni Nambiar
About Unni Nambiar
Unnikrishnan (Unni) Balakrishnan Nambiar is Chief Technology Officer of Aeries Technology (AERT) since the November 2023 business combination and CTO of ATG since 2015, responsible for global R&D, IT, customer support operations, and incubated product portfolio direction . He led technology organizations across enterprise, cloud, and mobility, including interim CTO leadership during the 2021 carve-out of Nuance’s DeliverHealth Solutions and prior CTO roles at CBay Systems/M*Modal, with earlier engineering leadership at Avaya and Legato/EMC . Tenure at Aeries as CTO began November 2023; age and formal education are not disclosed in reviewed filings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aeries Technology (AERT) | Chief Technology Officer | Nov 2023–present | Technology direction for global R&D, IT, customer support; product incubation leadership |
| ATG (Aeries Technology Group) | Chief Technology Officer | 2015–present | Global technology vision and operations across products and services |
| DeliverHealth Solutions (Nuance carve-out) | Interim Chief Technology Officer | 2021–first year post carve-out | Facilitated stand-up activities and early operations post carve-out |
| CBay Systems / M*Modal | Chief Technology Officer | Not disclosed | Global product engineering roadmap, technical support, infrastructure management |
| Avaya | Led setup of India Offshore Development Centre | Not disclosed | Built CRM/IVR/Predictive Dialers/Unified Messaging ODC via dedicated vendor model later acquired by Avaya |
| Legato Systems (later EMC) | Engineering roles across global locations | Not disclosed | Storage management product engineering roles |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| DeliverHealth Solutions (DHS) | Interim CTO | 2021–first year post carve-out | Enabled carve-out stabilization and operational launch |
| Avaya | ODC setup leader | Not disclosed | Scaled offshore development capabilities in telecom software |
| Legato/EMC | Product engineering | Not disclosed | Contributed to storage management products |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 Terms |
|---|---|---|---|
| Base Salary (USD) | $137,459 | $191,257 | $250,000 (annual base per revised agreement) |
| Target Bonus % of Base | Employer-discretionary (prior arrangements) | No FY24 bonus expected under prior arrangements | 40% of base (revised FY2025) |
| Actual Bonus Paid (USD) | $96,000 (FY2023) | $0 (FY2024 expected) | Not disclosed |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (original agreement for FY ending 3/31/2025) | Not disclosed | Up to 200% of base, metrics determined by Board/Comp Committee | Not disclosed | Not disclosed | Cash (N/A) |
| Annual Cash Bonus (revised FY2025 terms) | Not disclosed | 40% of base, awards determined by Board/Comp Committee | Not disclosed | Not disclosed | Cash (N/A) |
| RSU Grant | N/A | 660,847 RSUs | Granted | Fully vested at grant | Fully vested as of May 22, 2024 |
| Stock Options (eligibility) | Service/performance vesting | 400,000 shares (exercise price ≥ FMV) | Subject to shareholder approval | Not disclosed | Service- and performance-based vesting |
Equity Ownership & Alignment
| Metric | FY 2024 (as of Sep 27, 2024) | DEF 14A (Record Date Feb 2025) | FY 2025 (as of Jun 25, 2025) |
|---|---|---|---|
| Class A shares beneficially owned | 660,847 | 660,847 | 414,598 |
| % of Class A shares outstanding | 1.5% | 1.5% | 0.9% |
| Voting % | Not disclosed for Nambiar | Not disclosed for Nambiar | Not disclosed for Nambiar |
| Ownership structure (vested/unvested) | RSU grant fully vested at grant | Not disclosed | Not disclosed |
| Stock ownership guidelines | Not disclosed | Not disclosed | Not disclosed |
Note: The decline in reported beneficially owned shares from 660,847 to 414,598 reflects differences in as-of dates and reported ownership; specific transactions are not disclosed in the reviewed filings .
Employment Terms
2023 Agreement and 2024 Amendment
- Start date and role: Employment Agreement dated November 6, 2023; CTO responsibilities detailed; amended June 12, 2024 to clarify annual incentive and equity award form/terms .
- Base salary: Initial base salary $300,000 .
- Bonus target: Up to 200% of base commencing fiscal year ending March 31, 2025; performance criteria set by Board/Compensation Committee .
- RSU award: Initial fully vested RSU for 660,847 shares granted May 22, 2024 .
- Option eligibility: Eligible for option grant of 400,000 shares (exercise price ≥ FMV) subject to shareholder approval; service- and performance-based vesting .
- Severance (without cause/good reason): Accrued amounts plus 18 months base salary, equivalent annual benefits, and amount equal to bonus received during immediate preceding two years; payable over 12 months .
- Restrictive covenants: Confidentiality obligations post-employment; non-compete not explicitly stated for Nambiar in reviewed text .
- Clawback: Executive Incentive Compensation Recoupment Policy acknowledgment aligns with Nasdaq Rule 5608 and Rule 10D-1; recovery of erroneously awarded compensation permissible .
2025 Revised Agreement
- Revision date: March 28, 2025; clarifies annual incentive and equity award terms .
- Base salary: $250,000; subject to Board discretion .
- Bonus target: 40% of base; actual awards determined by Board/Comp Committee .
- Severance (without cause/good reason): 12 months base salary payable in equal installments over 12 months; subject to release and post-termination obligations; “garden leave” at company discretion during notice periods .
- Definitions: Detailed “cause” and “good reason” definitions including misconduct, failure to perform, and material reductions in duties or compensation/payment failures .
- Restrictive covenants: Confidentiality obligations .
Investment Implications
- Pay-for-performance alignment: The move from an original 200% bonus target to a 40% target and reduction of base salary from $300k to $250k suggests tightening of cash incentive leverage and a more conservative, Board-controlled incentive framework, potentially reducing outsized discretionary payouts risk .
- Liquidity and selling pressure: The fully vested RSU grant of 660,847 shares in May 2024 created immediate liquidity; reported beneficial ownership later at 414,598 shares by June 25, 2025 merits monitoring of Form 4 filings for potential selling pressure signals, though specific transactions were not disclosed in the filings reviewed .
- Retention risk and severance economics: 2025 severance terms set at 12 months base vs. 18 months plus benefits/bonus lookback in prior agreement, lowering termination costs and indicating tighter retention economics; garden leave provides transition flexibility for the company .
- Governance and recoupment: Clawback policy adherence under SEC/Nasdaq rules strengthens pay integrity and alignment with shareholders, enabling recovery of erroneously awarded compensation .
- Execution track record: Long-tenured CTO leadership and prior carve-out execution experience at DeliverHealth and enterprise-scale roles at M*Modal/Avaya/EMC support operational credibility in scaling technology platforms, a positive signal for execution but not directly tied to disclosed TSR/financial metrics in reviewed filings .