Kirthiga Reddy
About Kirthiga Reddy
Kirthiga Reddy is President (since August 2021) and a Director (since November 2021) at Athena Technology Acquisition Corp. II (ATEK), a blank-check company formed to effect a business combination; SPACs such as ATEK have no operating revenues prior to a merger, so operating performance metrics like revenue and EBITDA are not applicable at this stage . She holds an MBA from Stanford (Arjay Miller Scholar), an M.S. in Computer Engineering from Syracuse University, and a B.E. in Computer Science from Marathwada University; the 2024 proxy lists her age as 53 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Facebook (now Meta) | Managing Director, India & South Asia; later led emerging/high-growth markets incl. Mexico, Brazil, Indonesia, South Africa, Middle East | 2010–2018 | Scaled Facebook’s presence across emerging and high-growth markets |
| SoftBank Investment Advisers (Vision Fund) | Investment Partner; IC for Vision Fund Emerge program | 2018–2021 | Led/approved investments, focused on underrepresented founders via Emerge program |
| F7 Ventures | Co-founder; Investment Council | 2018–present | Seed investing in connected communities, future of work, health themes |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Virtualness | Co-founder and CEO | Current | Mobile-first platform for creators/brands in blockchain/web3 |
| WeWork Inc. | Director | 2020–2023 | Public company board service |
| Collective Health, Inc. | Director | 2019–2021 | Private company board service |
| Fungible, Inc. | Director | 2021–2022 | Private company board service |
| Pear Therapeutics, Inc. | Director | 2021–2022 | Public company board service |
| Neythri Futures Fund | Investment Advisory Council | 2021–present | South Asian female-led, stage-agnostic tech fund |
| Stanford GSB Management Board | Member; Chair | 2014–2019 | Governance/oversight at Stanford GSB |
Fixed Compensation
- ATEK disclosed that prior to completing its initial business combination, no compensation of any kind (cash, equity, or otherwise) is paid to its executive officers or directors; instead, the Sponsor receives $10,000 per month for office space, secretarial and administrative services, and executives/directors may be reimbursed for reasonable out-of-pocket expenses .
- ATEK further disclosed it is not party to agreements with executive officers/directors that provide benefits upon termination of employment .
| Fixed Pay Element | FY 2023 | FY 2024 | Notes |
|---|---|---|---|
| Base Salary | None | None | No compensation of any kind paid prior to business combination |
| Target/Actual Bonus | None | None | No compensation prior to business combination |
| Cash Retainer (Director) | None | None | “None of our directors has received any cash compensation” |
| Admin Support Fee (to Sponsor) | $10,000/month | $10,000/month | Paid to Sponsor, not to Ms. Reddy personally |
Performance Compensation
- No incentive compensation (cash or equity) is paid prior to completion of the initial business combination; therefore, there are no disclosed annual/long-term performance metrics, targets, weightings, or payouts for Ms. Reddy at this stage .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not applicable (no pre-business combination incentive plans) | — | — | — | — | — |
Equity Ownership & Alignment
- Beneficial ownership tables show Ms. Reddy held no Class A shares on both measurement dates; the Sponsor controlled the vast majority of voting power .
- ATEK has an insider trading policy that prohibits hedging and monetization transactions (e.g., prepaid variable forwards, swaps, collars, exchange funds) by directors/officers and entities they control .
| Date (Record) | Shares Beneficially Owned (Class A) | Ownership % of Class A |
|---|---|---|
| Nov 18, 2024 | — | — |
| Aug 21, 2025 | — | — |
Additional alignment policies:
- Anti-hedging policy: prohibits hedging/monetization transactions for directors/officers .
Employment Terms
| Item | Disclosure |
|---|---|
| ATEK role start dates | President since August 2021; Director since November 2021 |
| Employment agreement | No agreements that provide benefits upon termination of employment |
| Severance / CIC | Not provided; no termination benefits disclosed pre-business combination |
| Clawback | Not specifically disclosed in proxy excerpts; company has Code of Conduct and committee charters; anti-hedging policy disclosed |
| Non-compete / Non-solicit | Not disclosed in proxy excerpts reviewed |
| Post-combination comp | After completion of the business combination, management may be paid consulting/management fees; amounts to be determined by independent directors/Compensation Committee and disclosed in transaction materials |
Board Governance (including Director Service/Committees/Dual-Role Implications)
- Board service: Ms. Reddy has been a Director since 2021 (Class III; term expiring at the 2025 annual meeting) .
- Committees: Compensation Committee members are Judith Rodin (Chair) and Sharon Brown-Hruska; Nominating and Corporate Governance Committee members are Judith Rodin (Chair) and Trier Bryant; Ms. Reddy is not listed as a member of these committees .
- Independence: The proxy identifies independent directors as Judith Rodin, Sharon Brown-Hruska, Trier Bryant, and Carolyn Trabuco (a majority of the Board); Ms. Reddy is not listed among the independent directors and is an executive officer .
- Board leadership: ATEK combines the CEO and Chair roles (both held by Isabelle Freidheim), which can raise governance concentration considerations; the company cites information flow and unified strategy as benefits, and holds regular executive sessions of non-management directors .
- Voting control context: At several record dates, the Sponsor held ~96.9% of outstanding shares, enabling effective control of key proposals, which the proxy acknowledges can create interests that may differ from public stockholders .
Director Compensation (Reddy as Director)
| Element | Disclosure |
|---|---|
| Cash retainer / meeting fees | None paid to directors prior to business combination |
| Equity grants (DSUs/RSUs) | None disclosed prior to business combination |
| Committee chair/member fees | None disclosed prior to business combination |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed |
Related-Party and Risk Indicators
- Related-party payments: $10,000/month to Sponsor for administrative services (not paid to individual executives/directors) .
- Anti-hedging policy in place for directors/officers .
- Conflicts noted: Company acknowledges directors/officers may have financial/personal interests that differ from public stockholders in the context of extension and other proposals .
- No pre-business combination compensation, severance, or termination benefits for executives/directors; post-combination compensation to be determined by independent directors/Compensation Committee .
Investment Implications
- Pay-for-performance alignment currently muted: As is typical for SPACs, ATEK pays no cash or equity compensation to executive officers/directors pre-business combination; thus, there are no performance-linked incentives or vesting-triggered selling pressures for Ms. Reddy at this stage .
- Ownership alignment: Ms. Reddy reports no beneficial ownership, while the Sponsor controls voting power; until a business combination closes and a new compensation/ownership framework is adopted, her direct “skin in the game” is limited relative to sponsor interests .
- Retention/contract risk: With no pre-combination employment agreements or termination benefits disclosed, there is limited parachute risk and uncertain retention economics until a merger sets post-close compensation packages; governance documents indicate such pay will be set by independent directors/Comp Committee and disclosed with the deal .
- Governance checks: Combined CEO/Chair structure is balanced by a majority-independent board and executive sessions; Ms. Reddy, as an executive director and non-independent, is not on key committees, which supports independent oversight of compensation/governance decisions as the SPAC approaches a potential merger (S-4 filed for proposed business combination with Ace Green Recycling) .