Ajay Agrawal
About Ajay Agrawal
Ajay Agrawal (age 62 as of April 8, 2025) is a Class III independent director at AirJoule Technologies Corporation, serving since 2024. He is Senior Vice President of Global Services and Chief Business Development Officer at Carrier, with prior roles at United Technologies (UTC) and Bain & Company; he holds an MBA from Carnegie Mellon University’s Tepper School (Elliott Dunlop Smith Award) and a Ph.D. in Engineering from the University of Missouri . His tenure on AIRJ’s board includes membership on the Audit Committee; he was designated independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrier | SVP Global Services & Chief Business Development Officer | October 2019–present | Led enterprise/portfolio strategy as an independent public company; executed sale of Chubb, acquisition of Viessmann Climate Solutions, exit of Fire & Security and Commercial Refrigeration; accelerated aftermarket lifecycle strategies achieving double-digit CAGR since 2021 . |
| United Technologies / Collins Aerospace / UTC Aerospace Systems | Various senior roles (President, Aftermarket; led Rockwell Collins integration; led UTC FP&A) | 2005–2019 | Led large commercial aftermarket integration (Rockwell Collins) and enterprise FP&A; multi-division leadership across aerospace businesses . |
| Bain & Company | Strategy Consultant | 7 years (pre-UTC) | Led engagements across industrial, healthcare, financial services, retail; public and PE-backed clients . |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Carrier | SVP Global Services & Chief Business Development Officer | Yes (Carrier Global Corp.) | Employment role; no AIRJ-related transactions disclosed in proxy –. |
| Other public company boards | — | — | No other public company directorships disclosed for Agrawal in AIRJ proxy bios . |
Board Governance
- Committee assignments: Audit Committee member; committee chaired by Paul Dabbar, with members Ajay Agrawal and J. Kyle Derham .
- Independence: Board determined Agrawal is independent under Nasdaq and SEC rules; independent directors hold regular executive sessions .
- Attendance: In 2024, each director attended at least 75% of Board and relevant committee meetings; Board held 7 meetings and Audit Committee held 6 .
- Lead Independent Director: J. Kyle Derham elected Lead Independent Director in March 2025 (liaison and agenda oversight responsibilities) .
Fixed Compensation
| Component | Policy | Ajay Agrawal 2024 |
|---|---|---|
| Annual cash retainer | $50,000 per non-employee director; paid quarterly and pro‑rated for partial quarters . | $37,500 fees earned in cash (reflects partial-year service/pro‑ration) . |
| Committee chair fees | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $10,000 . | None (not a chair) . |
| Meeting fees | Not disclosed (not part of program) . | Not disclosed . |
Performance Compensation
| Component | Policy / Grant Structure | Ajay Agrawal 2024 |
|---|---|---|
| Annual equity award | Target $108,000 (50% RSUs, 50% stock options); granted on annual or special meeting date; vests in full on earlier of 1-year anniversary or date preceding next annual meeting, subject to service . | Stock awards (RSUs) $55,242; option awards $55,243; total equity grant value $110,485 . |
| Outstanding awards | — | Unvested RSUs outstanding: 5,400; options outstanding: 14,220 (as of 12/31/2024) . |
| Change in control & acceleration | Annual director equity vests in full immediately prior to change in control if the director does not join successor board; death/disability acceleration . | Applies per program terms . |
Vesting notes: Director annual equity awards under the Non‑Employee Director Compensation Program vest on the earlier of the one‑year anniversary of grant or the day before the next annual meeting, subject to continued service; COC/D&D acceleration applies .
Other Directorships & Interlocks
- Compensation Committee interlocks: Proxy states none of AIRJ’s executive officers served on another entity’s board or comp committee with reciprocal interlocks in the past year .
- Shared directorships with competitors/suppliers/customers: Not disclosed for Agrawal; no related-party transactions involving Agrawal are disclosed –.
Expertise & Qualifications
- Education: MBA, Carnegie Mellon University (Tepper; Elliott Dunlop Smith Award); Ph.D. in Engineering, University of Missouri .
- Technical/industry expertise: Strategy, ESG, global business development, aftermarket growth; HVAC/climate solutions domain, portfolio strategy execution .
- Board qualifications: Audit Committee financial literacy; independent status .
Equity Ownership
| Holder | Form of Ownership | Amount | Notes |
|---|---|---|---|
| Ajay Agrawal | Beneficial ownership (options and RSUs counted per SEC rules) | 19,620 shares (beneficial) . | Includes 14,220 underlying options exercisable within 60 days and 5,400 RSUs vesting within 60 days . |
| Ownership vs. outstanding | As % of 56,454,161 shares outstanding (4/8/2025) | Less than 1% . | Outstanding shares at record date: 56,454,161 . |
| Pledging/hedging | — | Not disclosed | No pledging disclosures for Agrawal in proxy; insider trading policy and blackout/pre-clearance requirements apply to directors . |
Governance Assessment
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Strengths
- Independent director on Audit Committee; committee oversees financial reporting, auditor independence, and related party transactions—key for investor protection .
- Professional background in large-scale portfolio strategy and aftermarket growth (Carrier/UTC), bringing sector expertise in climate/HVAC and complex integrations .
- Attendance threshold met; Board and Audit Committee active in 2024 (7 and 6 meetings respectively) .
-
Pay and alignment
- Director pay structure blends cash retainer and balanced equity (RSUs/options), vesting aligned to service and with prudent COC acceleration conditions; no meeting fees; equity grants follow annual cadence .
- Beneficial ownership is modest (less than 1%), typical for non‑employee directors; ongoing equity awards/vesting support alignment .
-
Conflicts / related-party exposure
- No related‑party transactions disclosed involving Agrawal; Audit Committee (of which he is a member) reviews related person transactions per policy –.
- RED FLAGS: None disclosed regarding low attendance, hedging/pledging, tax gross‑ups, option repricing, or Section 16 compliance (late filing noted for Mr. Porter, not Agrawal) .
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Signals for investors
- Governance structure includes Lead Independent Director and independent majority, with regular executive sessions—favorable for board effectiveness .
- Compensation program for directors is standardized and pro‑rated; equity vesting mechanics are standard and avoid performance metric manipulation; no director-specific performance metrics disclosed .
Overall: Agrawal’s independence, Audit Committee role, and sector-operating expertise support board effectiveness; absence of related-party ties or red flags involving him is constructive for investor confidence – –.