Balaji Swaminathan

About Balaji Swaminathan

Independent director at reAlpha Tech Corp (Nasdaq: AIRE), age 60, serving on the board since April 2023. He is designated the audit committee financial expert and chairs the audit committee; he also serves on the compensation and nominating & governance committees, and is independent under Nasdaq rules . Education includes B.Com (Finance), Chartered Accountant (India), Cost & Works Accountant (India), and Harvard Business School Advanced Management Program; prior roles include President of Westpac International (2012–2019) and founder/CEO of SAIML Pte Ltd (2018–present) .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit (Chair; financial expert), Compensation (Member), Nominating & Governance (Member) .
• Independence: Board determined all directors other than Executive Chairman Giri Devanur are independent under Nasdaq and SEC rules; Swaminathan is independent .
• Attendance: In FY2024, the board met 5 times; audit 2; compensation 1; governance 0; each director attended at least 75% of meetings of the board and committees where they are members .
• Audit chair authorities: Audit committee may delegate pre-approval of audit and permitted non-audit services to the audit chair (Swaminathan), subject to later committee ratification; audit committee approved all GBQ services .
• Risk oversight: Audit committee oversees major financial risk exposures, cybersecurity/IT risks, internal control and compliance; meets with officers, auditors, and counsel as needed .
• Policies: Insider Trading Policy requires mandatory pre-clearance for all executive officers and directors, with defined trading windows and blackout periods; Clawback Policy (Nasdaq-compliant) applies to executive incentive compensation .

Fixed Compensation

• 2025 policy change: Effective Q3 2025, directors shifted from cash to quarterly equity grants totaling $25,000 annually to increase ownership alignment .
• No disclosed committee chair/member fees beyond the annual retainer; no meeting fees disclosed .

Performance Compensation

• No performance-based compensation disclosed for directors; 2024 equity awards were common stock grants (not RSUs/PSUs with metrics) .
• Executive STIP metrics exist company-wide (organic revenue, brokerage transactions, acquisition quality) but apply to executives/participants, not directors .

Other Directorships & Interlocks

• No current public company directorships disclosed for Swaminathan .

Expertise & Qualifications

• Financial expertise: Designated audit committee financial expert .
• Education: B.Com (Finance – St. Xavier’s College), Chartered Accountant (India), Cost & Works Accountant (India), Advanced Management Program (Harvard Business School) .
• Industry experience: Senior leadership in global banking (Westpac), entrepreneurship and wealth management; multi-jurisdiction finance exposure .

Equity Ownership

• No RSU/option holdings disclosed for Swaminathan; beneficial ownership excludes executive RSUs listed for others .
• No pledging/hedging arrangements disclosed in the proxy for directors; Insider Trading Policy mandates pre-clearance and trading windows for directors .

Governance Assessment

• Strengths:
  • Independent audit chair with “financial expert” designation; clear authority to pre-approve auditor services and strong risk oversight remit .
  • Attendance at least 75% and multi-committee engagement (audit, compensation, governance), supporting board effectiveness .
  • Shift to equity-based director pay in 2025 enhances ownership alignment with shareholders .
• Risks and RED FLAGS:
  • Related-party exposure: AiChat (AIRE subsidiary) used invoice financing through Sea Easy Capital Pte. Ltd., controlled by Swaminathan’s spouse; Swaminathan serves on SEA’s advisory board. Loans carry 16.5% fixed interest, 89–120-day terms, and stringent default remedies. Company states terms consistent with third parties and has a related-party transaction policy, but the familial control and advisory role present a conflict risk that requires continued audit committee oversight and clear recusal protocols. RED FLAG – related-party financing channel involving director’s immediate family .
  • Equity plan evergreen expansion (up to 10% of outstanding shares or 15M annually) increases dilution capacity; not director-specific, but as audit chair, Swaminathan’s oversight of governance and disclosure is salient for investor confidence in equity issuance discipline .
• Additional considerations:
  • As an emerging growth company, AIRE does not hold say-on-pay votes; investor feedback channels on compensation governance may be limited relative to larger issuers .
  • Nasdaq compliance pressures (bid price and MVLS deficiencies, reverse split proposal) heighten audit/risk oversight demands; while not attributable to Swaminathan, his audit chair role is central to market confidence during remediation .

Overall, Swaminathan’s financial expertise and committee leadership are positives for board effectiveness and oversight; however, the SEA-related financing necessitates robust conflict management, transparency, and documented recusals to mitigate perceived alignment risks .