Piyush Phadke
About Piyush Phadke
reAlpha Tech Corp. (Nasdaq: AIRE) appointed Piyush Phadke as Chief Financial Officer (principal financial and accounting officer) effective January 30, 2025; he is 47 years old, holds an MBA in Corporate Finance and Financial Analysis from Duke University’s Fuqua School of Business and a BA in Economics from Tufts University . His background spans more than 20 years in investment banking and capital markets at BTIG, Jefferies and Bank of America, focused on debt financing, leveraged loans and high‑yield bonds . During his tenure to date, AIRE reported Q3 2025 revenue growth of 326% year over year to $1.445 million, with Adjusted EBITDA of approximately $(2.2) million and net loss of approximately $(5.8) million; cash was ~$9.3 million at quarter‑end, and management highlighted balance‑sheet strengthening and AI investments as growth levers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BTIG, LLC | Managing Director (2021–2023); Director (2017–2021) | 2017–2023 | Debt capital advisory; executed capital raise transactions across term loans, high‑yield bonds and mezzanine financings |
| Jefferies LLC | Vice President (2014–2016); Senior Vice President (Jan–Jul 2016) | 2014–2016 | Led and structured underwriting and syndication of leveraged loans and high‑yield bonds supporting leveraged buyouts |
| Bank of America | Positions in Financial Sponsors coverage | 2008–2014 | Executed LBOs, refinancings, dividend recaps, equity offerings and M&A for PE firms and portfolio companies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company board roles disclosed in company biography for Mr. Phadke |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | $250,000 per year | |
| Target Annual Cash Bonus | 66.7% of then‑current base salary; payable within 2.5 months after the calendar year based on Compensation Committee‑set targets | |
| Effective Date | Appointed CFO effective January 30, 2025 | |
| Benefits | Unlimited vacation, health insurance and other standard benefits |
Performance Compensation
| Incentive | Metric | Weighting | Target/Payout | Vesting | Source |
|---|---|---|---|---|---|
| 2025 Short‑Term Incentive Plan (STIP) – performance‑based RSUs (quarterly awards) | Organic revenue (quarter); number of brokerage transactions (quarter); quality of acquisitions (quarter) | Set by role; weights set annually by Compensation Committee and may be adjusted quarterly | Target Award per metric = applicable % of base salary × metric weight × quarterly base; payout equals % of goal achieved × Target Award, capped at 500% | 50% at 12 months; 12.5% at 15, 18, 21, 24 months from grant; grants occur 30 days after each quarter end | |
| Long‑Term Equity Eligibility | Equity awards under 2022 Equity Incentive Plan; performance criteria to be set by Compensation Committee | N/A | Discretionary | Per award agreements |
Operating Performance During Tenure
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenue ($) | 339,227 | 1,445,137 |
| Gross Profit ($) | 225,866 | 749,580 |
| Gross Margin (%) | 67% (derived from press release narrative) | 52% (decline due to mix) |
| Adjusted EBITDA ($) | (1,253,907) | (2,208,557) |
| Net Loss ($) | (2,098,574) | (5,781,324) |
| Cash Balance ($) | 7,076,877 (9M 2024 year‑ago end) | 9,278,879 (9/30/2025) |
Notes:
- Management commentary attributed to CFO: “well‑positioned to continue delivering revenue growth ... stronger balance sheet and continued investment in AI” .
Equity Ownership & Alignment
- Individual beneficial ownership: The 2025 proxy presents beneficial ownership for directors/NEOs and shows “all current executive officers and directors as a group (7 persons)” at 39.57% of common shares as of August 11, 2025; Mr. Phadke is included in the group total but not separately enumerated in the table .
- Outstanding executive equity: Company reported no outstanding equity awards as of December 31, 2024 .
- Stock ownership guidelines: Not disclosed in filings reviewed.
- Clawback: Company adopted a Nasdaq‑compliant compensation recovery (clawback) policy covering erroneously awarded incentive compensation for executive officers .
- Insider trading policy: Mandatory pre‑clearance for executive officers and directors, trade windows/blackouts, 48‑hour clearance validity .
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment status | At‑will; either party may terminate at any time upon written notice | |
| Non‑compete | 1 year post‑termination; applies to prop‑tech competitors; passive holdings up to 5% permitted | |
| Non‑solicitation | 1 year post‑termination; restrictions on soliciting/hiring employees/partners and soliciting customers | |
| Confidentiality/IP | Comprehensive confidentiality and IP assignment obligations; injunctive relief available | |
| Severance | Not specified in offer letter | – |
| Change‑of‑Control (equity) | Under 2022 Plan, Board has discretion on treatment (assumption/substitution/cash‑out/termination) and may pay fair market value or excess over exercise price, as applicable | |
| Clawback | Company‑wide clawback policy applies to executive officers |
Capital Formation, Dilution Mechanics, and Potential Selling Pressure
- Evergreen equity plan proposal: Board seeks adoption of automatic annual increase to the 2022 Plan share reserve equal to the lesser of 10% of outstanding shares or 15,000,000 shares each October 15 through 2032; 656,016 shares were available for future grants as of August 11, 2025, with 4,000,000 total authorized under the plan .
- Warrant overhang subject to shareholder approval: July 2025 offerings created Series A‑1 and A‑2 Warrants (26,666,668 shares at $0.15) and Placement Agent Warrants (666,667 shares at $0.1875) that are not exercisable absent stockholder approval under Nasdaq Rule 5635(d) .
- STIP vesting cadence: Quarterly PSUs vest beginning 12 months post‑grant with staggered 12.5% tranches through 24 months, creating overlapping vesting calendars for awards granted across quarters .
Governance, Say‑on‑Pay, and Policies
- Emerging Growth Company/Smaller Reporting Company: AIRE is an EGC and SRC; therefore, no Say‑on‑Pay or pay‑versus‑performance disclosures are required/presented at this time .
- Compensation Committee: Comprised of independent directors; no compensation consultant retained as of latest proxy .
Risk Indicators and Context
- Nasdaq compliance: Company disclosed non‑compliance with minimum bid price (letter dated May 20, 2025; compliance window through November 17, 2025) and sought shareholder authority for a reverse stock split (1‑for‑7 to 1‑for‑25) to aid compliance; also disclosed prior MVLS non‑compliance with a December 29, 2025 cure window; MVLS was subsequently regained on September 22, 2025 (per earnings release) .
- Financing and balance sheet actions: Company raised equity in July 2025, realized ~$10.0 million gross from warrant exercises, ~$0.9 million via ATM, and fully repaid a high‑interest secured note (Streeterville), eliminating secured parent‑level debt; also rescinded a subsidiary acquisition (GTG) in August 2025 .
- Clawback and insider trading policies in place, as noted above .
Investment Implications
- Pay‑for‑performance alignment: The STIP concentrates incentives on near‑term operating KPIs (quarterly organic revenue, brokerage transactions, acquisition “quality”), with high payout caps (up to 500% of Target Award) and multi‑year vesting, aligning executive focus with growth and acquisition quality while embedding retention via 12–24 month vesting .
- Retention risk: Employment is at‑will with no disclosed severance protections; retention relies on equity awards and vesting schedules rather than contractual severance/change‑in‑control cash protections .
- Dilution/supply dynamics: Evergreen share reserve increases and potential warrant share issuance (pending approval) elevate future dilution risk; STIP’s overlapping vesting schedule can create periodic supply windows once awards are granted and vest .
- Execution vs. profitability: Material revenue growth (+326% YoY in Q3 2025) is offset by negative Adjusted EBITDA and expanding net losses, implying continued execution risk as growth investments and mix shift (loan brokerage) pressure margins; CFO emphasizes balance‑sheet strengthening and AI leverage to drive scale .
- Listing risk: Reverse split authorization sought to address bid‑price deficiency; while MVLS compliance was regained, failure to resolve bid‑price compliance could pressure equity value and capital access .