Giri Devanur
About Giri Devanur
Giri Devanur (age 56) is Executive Chairman of AIRE’s board; he joined the board in April 2021, became Chairman in April 2023, served as CEO from April 11, 2023 to June 3, 2025, and then transitioned to Executive Chairman with no compensation change at that time . He holds a Master’s in Technology Management from Columbia University and a Bachelor’s in Computer Engineering from the University of Mysore, with executive education at MIT and Harvard Law School . Company performance under his leadership shows sharp top-line growth but losses widening: Q3 2025 revenue rose 326% year-over-year to $1.45M, while Adjusted EBITDA declined to $(2.21)M from $(1.25)M in Q3 2024 and net loss increased to $(5.8)M vs. $(2.1)M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| reAlpha Tech Corp. (AIRE) | CEO; Executive Chairman | CEO: Apr 11, 2023–Jun 3, 2025; Exec Chair: Jun 3, 2025–present | Led public company phase; transitioned to Exec Chair to support strategy/governance |
| reAlpha Tech Corp. (former parent) | Founder/CEO | 2020–Apr 2021 | Designed early AI systems for “reAlpha” concept; formed parent prior to AIRE |
| Taazu, Inc. | Co-founder | Mar 2018–Mar 2021 (sold) | Built AI-based travel assistant; exit in 2021 |
| GenDeep, Inc. | Co-founder | Dec 2019–Oct 2020 (dissolved) | Investment analysis venture; wound down due to COVID-19 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Coffee Day Enterprises Ltd. (NSE: India) | Director | Dec 2020–Oct 2024 | Public company board member |
| Saara, Inc. | Director | Oct 2019–present | AI-based e-commerce solutions company |
Fixed Compensation
| Component | FY/Period | Amount | Notes |
|---|---|---|---|
| Base Salary | 2024 | $250,000 | Raised by comp committee on Feb 1, 2024, retroactive to Jan 1, 2024, per prior agreement |
| Base Salary | TP ended Dec 31, 2023 | $100,000 | Transition period (8 months) |
| Base Salary | FY ended Apr 30, 2023 | $150,000 | Per employment agreement |
| Director Fees | 2024 | $25,000 | Employee-director cash retainer |
| Benefits | Ongoing | Standard (health, unlimited vacation, etc.) | Per employment agreement amendments |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus (discretionary, up to 66.7% of base) | Performance targets set by comp committee | Not disclosed | Not disclosed | Not disclosed | Cash; payable ≤2.5 months after fiscal year-end for which targets apply |
| 2025 STIP (quarterly performance RSUs) | Organic revenue (quarter), brokerage transactions (quarter), quality of acquisitions (committee judgment) | Varies by role; set annually; may be adjusted quarterly | Not disclosed | Up to 500% of Target Award per category; based on % goal achieved × Target Award | 50% at 12 months; then 12.5% at 15, 18, 21, 24 months from grant; grants dated 30 days after quarter-end; subject to continued service and clawback |
The company reported that as of Dec 31, 2024 it had no outstanding equity awards; subsequent footnotes indicate Mr. Devanur had 443,937 RSUs unvested (none vesting on or before Oct 10, 2025), consistent with 2025 STIP/LTI initiation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Aug 11, 2025) | 27,637,410 shares (32.89% of outstanding 83,765,739 common shares) |
| Ownership breakdown | 24,937,410 shares held directly; 2,700,000 via Giri Devanur Holdings LLC (sole voting/investment power) |
| Unvested RSUs (excluded from beneficial ownership) | 443,937 RSUs; none vest on or before Oct 10, 2025 |
| Options outstanding | None as of Dec 31, 2024 (company-wide) |
| Pledging/Hedging | Insider trading policy with pre-clearance and trading windows; no explicit pledging disclosure located |
| Stock ownership guidelines | Not disclosed in filings reviewed |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement dates | Original Sept 1, 2021; updated Apr 11, 2023; amended Feb 1, 2024; amended Jun 3, 2025 to reflect Exec Chair (no pay change) |
| Role | CEO until Jun 3, 2025; currently Executive Chairman |
| Base + Bonus | Base $250,000 (since 2024); discretionary bonus up to 66.7% of base, performance-based |
| LTI eligibility | Eligible under 2022 Equity Plan; LTI subject to financial/operational metrics set by comp committee |
| Termination | At-will by either party via written notice |
| Restrictive covenants | Confidentiality; 2-year non-compete post-termination |
| Severance / CoC | No CEO-specific cash severance or CoC multiple disclosed; under 2022 Plan, CoC treatment of equity is at board discretion (assume, substitute, cash-out, or terminate unvested) |
| Clawback | Nasdaq-compliant clawback policy for erroneously received incentive compensation upon restatement |
Board Governance
- Independence: Board determined all directors except Giri Devanur are independent under Nasdaq and SEC rules; Giri is not independent .
- Committees: Audit (Chair: Balaji Swaminathan), Compensation (Chair: Brian Cole), Nominating & Governance (Chair: Dimitrios Angelis); all members are independent .
- Attendance: In 2024, board held 5 meetings; committees held 2 (Audit), 1 (Comp), 0 (Governance); each director attended ≥75% of relevant meetings .
- Dual-role implications: Giri served as CEO and Chairman (April 2023–June 2025); currently Executive Chairman. Committees are fully independent, which mitigates some dual-role independence concerns; however, as Executive Chairman he remains a non-independent director .
Director Compensation
| Name | Period | Fees Earned (Cash) | Stock Awards | Total |
|---|---|---|---|---|
| Giri Devanur (employee-director) | 2024 | $25,000 | — | $25,000 |
| Policy shift | Effective Q3 2025, $25,000 director comp moves from cash to stock issued quarterly to build ownership alignment |
Company Performance Context (for Pay-for-Performance)
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenues | $339,227 | $1,445,137 |
| Gross Profit | $225,866 | $749,580 |
| Adjusted EBITDA | $(1,253,907) | $(2,208,557) |
| Net Loss | $(2,098,574) | $(5,781,324) |
- Nasdaq listing/compliance: In 2025, AIRE disclosed bid-price and MVLS deficiencies; reverse split proposal (1:7–1:25) sought to regain compliance; MVLS compliance regained Sept 22, 2025 .
- Capital actions: July 2025 offerings with warrants at $0.15 and placement agent warrants at $0.1875, subject to shareholder approval; key insiders (including Giri) entered voting agreements supporting approval (39.14% aggregate) .
Related Party Transactions
- No related-party transactions disclosed involving Mr. Devanur in the sections reviewed; a related-party invoice financing arrangement involved a director’s family (SEA/AiChat), not the Executive Chairman .
Risks and Red Flags
- Legal proceedings: Historical India proceeding related to Gandhi City Research Park; lower court closed case Aug 3, 2023; a petition challenging closure was received Dec 4, 2023; Mr. Devanur is contesting the petition .
- Listing risk/dilution: Reverse stock split proposal and equity issuance (warrants) highlight listing risk and potential dilution; board also proposed an equity plan evergreen up to 10% annually (or 15M shares max) from Oct 15, 2025 through 2032 .
- Clawback policy exists; no disclosures of tax gross-ups, option repricings, or loans to the executive .
Compensation Committee Analysis
- Composition: Fully independent (Cole—Chair, Swaminathan, Angelis) .
- Consultant: The committee has authority to retain a consultant but has not retained one, indicating direct committee oversight of design .
Compensation Structure Analysis
- Mix shift and design: In 2024 there were no outstanding equity awards; in 2025 the company instituted a quarterly STIP with RSUs tied to operational metrics, vesting over 12–24 months—this increases equity-linked, retention-oriented pay but introduces committee discretion (metrics and weightings adjustable quarterly) .
- At-risk pay: Annual cash bonus opportunity up to 66.7% of base is performance-contingent; however, specific financial hurdles and payouts are not disclosed, limiting external pay-for-performance assessment .
- Governance guardrails: Clawback policy in place; independent compensation committee; no option repricings disclosed .
Equity Ownership & Alignment (detail)
| Holder | Shares | % Outstanding | Notes |
|---|---|---|---|
| Giri Devanur | 27,637,410 | 32.89% | 24,937,410 direct + 2,700,000 via Giri Devanur Holdings LLC; excludes 443,937 unvested RSUs |
| Shares outstanding (as of Aug 11, 2025) | 83,765,739 | — | Basis for % calc |
Note: In late 2024 AIRE was a “controlled company” due to Mr. Devanur’s >50% voting power (60.26% as of Oct 23, 2024), but subsequent capital raises diluted ownership (32.89% by Aug 11, 2025), reducing controlled-company implications .
Board Service History and Independence
- Board service: Director since April 2021; Chairman since April 2023; Executive Chairman since June 3, 2025 .
- Committee roles: Not a member of the Audit, Compensation, or Nominating & Governance committees (all independent directors) .
- Independence: Not independent under Nasdaq rules .
- Director pay: Received $25,000 director cash fee in 2024; policy changed in 2025 to equity-based retainers to align directors with shareholders .
Employment Terms (Severance/Change-of-Control Economics)
| Provision | Detail |
|---|---|
| Severance multiple | Not disclosed for Mr. Devanur |
| Change-of-control (equity) | 2022 Plan allows board discretion to assume/substitute/cash-out options or terminate unvested awards; treatment specified in award agreements; no automatic single-trigger acceleration disclosed |
| Non-compete | 2 years post-termination |
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, AIRE is not required to hold say-on-pay or pay-versus-performance until it loses EGC status; no historical say-on-pay results are available .
Expertise & Qualifications
- 25+ years in information technology and leadership roles; AI/ML exposure through founding ventures; academic credentials from Columbia University (Tech Management) and University of Mysore; executive programs at MIT and Harvard Law School .
Investment Implications
- Alignment and control: Mr. Devanur’s 32.9% stake (down from 60.3% in 2024) still confers significant influence; alignment is high but dilution risk remains given capital needs and plan evergreen .
- Pay-for-performance: Introduction of a quarterly STIP using RSUs with operational metrics and multi-tranche vesting supports retention and alignment, but committee discretion and limited disclosure of targets/payouts reduce external visibility into payout rigor .
- Overhang and supply: Director comp shifting to equity and STIP issuance introduce incremental stock supply; near-term insider selling pressure from Mr. Devanur’s unvested RSUs appears limited (none vest before Oct 10, 2025 per footnote), but medium-term vesting begins 12 months after each grant .
- Execution risk: Despite strong revenue growth, sustained losses and worsening Adjusted EBITDA underscore execution risk; listing compliance actions (reverse split proposal) and capital raises indicate financing dependence and potential dilution .
- Governance: Dual-role history (CEO + Chair) and current Executive Chair status create independence considerations, though fully independent committees and a clawback mitigate some risk .