Amitav Misra
About Amitav Misra
Independent director of Blue Dolphin Energy Company (BDCO); age 47; serving on BDCO’s board since 2014. Current role: Vice President of Corporate Development at HighRadius Corporation (since Dec 2023), with prior leadership roles in marketing and treasury businesses; previously General Manager Americas and VP Marketing at Arundo Analytics. Education: BA in Economics from Stanford; FINRA Series 79 and Series 63 licenses; named expertise includes artificial intelligence, economics, business development, cybersecurity/data protection, private equity, and strategic planning. The Board affirmatively determined Misra is independent under OTCQX and SEC rules; he serves on the Audit and Compensation Committees and is designated an Audit Committee Financial Expert. Board met 4 times and acted by written consent 3 times in 2024, with all directors participating.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HighRadius Corporation | VP Corporate Development | Dec 2023–Present | Corporate development leadership |
| HighRadius Corporation | VP Experiential Marketing & Partnerships | Dec 2022–Dec 2023 | Marketing partnerships |
| HighRadius Corporation | VP Global Marketing, Mid-Market | Jul 2022–Dec 2022 | Mid-market marketing |
| HighRadius Corporation | VP Treasury Line of Business | Dec 2020–Jul 2022 | Treasury business leadership |
| HighRadius Corporation | VP Treasury Marketing | Jul 2020–Jul 2022 | Treasury marketing |
| Arundo Analytics, Inc. | General Manager – Americas | 2018–2020 | Regional P&L responsibility |
| Arundo Analytics, Inc. | VP Marketing | 2017–2020 | Marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several energy, technology, and private investment companies | Advisor | Ongoing | Advisory roles disclosed; no public company directorships listed |
Board Governance
- Independence and roles: Misra is an independent director under OTCQX/SEC rules; serves on Audit and Compensation Committees; designated an Audit Committee Financial Expert. Audit Committee members are independent; Compensation Committee members are independent. Morris chairs both committees; Misra is a member (not chair).
- Committee activity: Audit Committee met 4 times in 2024; Compensation Committee meets only by special meeting and did not meet during 2024.
- Board activity and attendance: Board met 4 times and acted by written consent three times in 2024; all directors participated. Director attendance at annual meeting is encouraged but not required; generally, only Mr. Carroll attends.
- Nominating function: No standing nominating committee; independent directors utilize “Board Nomination Procedures,” with the Audit Committee performing similar functions.
Fixed Compensation
| Component | Amount | Effective Date | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee independent directors) | $80,000 | Jan 1, 2024 | Paid $20,000 quarterly; expenses reimbursed; replaces prior $40,000 retainer (cash/stock rotation) and prior Audit Committee fees |
| 2024 cash paid to Misra | $124,000 | FY 2024 | Unpaid $41,000; total $165,000 |
Prior structure (pre-2024): $40,000 annual retainer with quarterly rotation between cash and common stock; Audit Committee chair received $5,000 annually, members $2,500 annually; Compensation Committee service had no additional pay.
Performance Compensation
- No director performance-based incentives (bonuses, PSUs/RSUs with metrics, options) disclosed for non-employee directors; “Outstanding Equity Awards: None” for executives and no option awards for directors presented.
- Compensation Committee did not meet in 2024; no disclosure of performance metrics tied to director compensation.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Misra |
| Compensation Committee interlocks | None; only Carroll is an officer and he does not serve on standing committees |
| Executive-officer reciprocal board service | None disclosed |
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | BA in Economics, Stanford University |
| Licenses | FINRA Series 79 and Series 63 |
| Expertise | AI, economics, business development, cybersecurity risk management/data protection, private equity, strategic planning |
| Financial expertise | Audit Committee Financial Expert designation |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Amitav Misra | 204,141 | <1% | As of Apr 28, 2025 record date |
| Restricted awards outstanding (Misra) | 204,141 | N/A | Restricted awards of common stock outstanding at 12/31/2024 |
| Shares outstanding (reference) | 14,921,968 | — | As of record date |
No disclosures on pledging, vesting schedules, or stock ownership guidelines for directors.
Governance Assessment
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Strengths
- Independence and financial oversight: Misra is independent and an Audit Committee Financial Expert; Audit Committee met 4 times, and all directors participated in board meetings, indicating baseline engagement.
- Defined codes and policies: Insider trading, code of ethics/conduct, and Audit Committee charter in place; quarterly audit committee review of related party transactions.
-
Concerns and potential RED FLAGS
- Control and related parties: CEO/Chairman Jonathan Carroll and LEH collectively own 84.1%; extensive affiliate agreements (management by LEH; fees and guarantees to Carroll) introduce conflict-of-interest risk; independent directors must actively oversee fairness.
- Compensation committee inactivity: No Compensation Committee meeting in 2024; risk of insufficient oversight of pay policies and director compensation changes.
- Shift to guaranteed cash: Director retainer doubled to $80,000 and moved to cash-only from prior cash/stock mix, reducing equity alignment relative to pre-2024 structure.
- Limited investor-facing attendance: Annual meeting attendance by directors is not required; generally only the CEO/Chair attends, potentially limiting shareholder engagement by independent directors.
-
Net view for investors
- Misra’s independence and audit expertise are positives for board effectiveness in a controlled-company context. However, the concentration of control, the breadth of related-party transactions, and Compensation Committee inactivity are material governance risks that can affect investor confidence; monitoring committee activity, RPT reviews, and director equity alignment is warranted.