Saagar Govil
CEMTREXAbout Saagar Govil
Saagar Govil, age 38, is Chairman of the Board (since June 2014) and Chief Executive Officer and President (since December 2011); he joined Cemtrex in 2008 and previously served as field engineer, sales, and Vice President of Operations. He holds a B.E. in Materials Engineering from Stony Brook University and has been recognized on Forbes 30 Under 30 (2016), Business Insider Silicon Alley Top 100 (#17, 2015), and Stony Brook Top 40 Under 40 (2014) . Pay-versus-performance shows TSR value of an initial $100 fell to $2.53 in FY2024, $65.03 in FY2023, and $18.10 in FY2022, while net losses were $7,635,505 (FY2024), $9,233,438 (FY2023), and $13,292,242 (FY2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cemtrex (CETX) | Field Engineer; Sales; VP of Operations | 2008–2011 | Early operating roles; progression to leadership |
| Cemtrex (CETX) | CEO & President | Dec 2011–Present | Overall strategy and execution leadership |
| Cemtrex (CETX) | Chairman of the Board | Jun 2014–Present | Board agenda setting; combined CEO/Chair |
External Roles
- No external public-company directorships or roles disclosed for Mr. Govil in the proxy; directors listed as Kwon, Singh, Filipov alongside management roles for Govil .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 600,000 | 600,000 | 744,231 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | - | - | 300,000 |
| Other Compensation ($) | 37,534 | 45,803 | 45,220 |
| Total Compensation ($) | 637,534 | 645,803 | 1,089,451 |
Other compensation includes medical, dental, vision, and life insurance benefits .
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | - | - | - |
| Option Awards ($) | - | - | - |
| Performance Metrics Tied to Pay | Not specified; amounts approved by Board | Not specified; amounts approved by Board | Not specified; amounts approved by Board |
Narrative states no employment agreement and that officer compensation amounts were approved by the Board; specific incentive metric weightings/targets are not disclosed .
Equity Ownership & Alignment
| Security Class | Shares Beneficially Owned by Saagar Govil | Percent of Class | Notes |
|---|---|---|---|
| Common Stock | 30 | Less than 1% | 1,784,581 common shares outstanding at record date |
| Series 1 Preferred Stock | 153,153 | 5.94% | Each Series 1 share has 2 votes; aggregate Series 1 votes 5,031,788 at record date |
| Series C Preferred Stock | 50,000 | 100% | Each Series C share has 357.2731 votes; aggregate Series C votes 17,863,656 at record date |
Voting rights: Common = 1 vote/share (aggregate 1,784,581); Series 1 = 2 votes/share (aggregate 5,031,788); Series C = 357.2731 votes/share (aggregate 17,863,656); total votes 24,680,025 at record date . CETX is a “Controlled Company” under NASDAQ rules, enabling governance exemptions (e.g., no compensation committee) . Insider trading policy notes one late Form 4 filing by Mr. Govil in FY2024 .
Options and Equity Awards (Outstanding)
- FY2024 year-end (as of 9/30/2024):
Name Exercisable Options Exercise Price Expiration Saagar Govil 6 $117,281.88 2/25/2026 Saagar Govil 2 $140,042.00 2/25/2026 Saagar Govil 2 $168,050.40 2/25/2026 Saagar Govil 2 $201,660.48 2/25/2026 Aggregated option/SAR exercises during FY2024: None .
- FY2023 year-end (as of 9/30/2023):
Name Exercisable Options Exercise Price Expiration Saagar Govil 11,429 $56.00 2/25/2026 Saagar Govil 2,858 $67.20 2/25/2026 Saagar Govil 2,858 $80.64 2/25/2026 Saagar Govil 2,858 $96.77 2/25/2026 Aggregated option/SAR exercises during FY2023: None .
Employment Terms
- No employment agreement in place for Saagar Govil; Company may enter into one on industry-standard terms; no “key man” life insurance coverage for Mr. Govil .
- Severance, change-of-control triggers, clawback, tax gross-ups, non-compete/non-solicit, deferred comp, pension/SERP: not specified in the cited proxy .
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 Initial Investment (TSR) ($) | 18.10 | 65.03 | 2.53 |
| Net Loss ($) | (13,292,242) | (9,233,438) | (7,635,505) |
Pay-versus-performance table values computed per Item 402(v) and company financial statements; CAP adjustments listed in proxy .
Board Governance
- Board service: Saagar Govil serves as Chairman and CEO; directors standing for reelection include Govil, Kwon, Singh, Filipov; ages and positions as listed . Biography confirms Govil’s tenure and credentials .
- Leadership structure: Combined CEO/Chair; Board asserts this structure suits company size/complexity and focuses agendas on critical matters . Independence: Kwon, Singh, Filipov determined independent under NASDAQ rules .
- Committees: Only an Audit Committee (Controlled Company exemption from having Compensation/Nominating Committees) .
Committee Members Chair Notes Audit Metodi Filipov; Brian Kwon; Manpreet Singh Filipov Filipov is “audit committee financial expert”; duties per charter include auditor selection, financial reporting oversight, internal controls, compliance - Attendance: The Company expects directors to attend the annual meeting; Filipov, Kwon, Singh were not in attendance at last year’s meeting .
- Director compensation: Board members receive $5,000 quarterly compensation; reimbursed for meeting expenses .
Related Party Transactions
- Receivables/payables with Ducon Technologies (controlled by Aron Govil, founder/former director/CFO): $0 payable at 9/30/2024 and $3,806 at 9/30/2023; $637,208 receivable at 9/30/2023; a $761,585 secured promissory note at 5% matured on 7/31/2024, not paid; full allowance recorded in FY2024 .
- Settlement Agreement with Aron Govil (2/26/2021) regarding alleged misappropriation: $7.1M consideration via forfeitures and a $1,533,280 secured note at 9% due in 2 years; no payment received to date; gain contingency treatment per ASC 450-30 .
- Sale of subsidiaries to Saagar Govil (11/22/2022): Cemtrex Advanced Technologies (SmartDesk) and Cemtrex XR sold to successor CXR, Inc.; SmartDesk royalty/SAFE valued at $0 (gain contingency); XR royalties discounted to $660,621; royalties recognized $53,126 (FY2024) and $44,272 (FY2023); $76,000 received; trade receivables from CXR $685,788 (including $215,408 royalties; $409,752 services; $60,628 transition costs) and long-term royalties $456,611; FY2024 revenue recognized from CXR $665,520 .
Equity Ownership Policies and Trading Compliance
- Insider trading policy in place; executives/directors may sell shares subject to policy compliance; one late Form 4 by Mr. Govil in FY2024 .
- Stock ownership guidelines, pledging, hedging specifics: not detailed in cited proxy sections .
Investment Implications
- Alignment and control: Govil’s minimal common stock ownership (30 shares, <1% of class) contrasts with full control of voting via 100% of Series C and 5.94% of Series 1 Preferred, underpinning “Controlled Company” status and governance exemptions (no Compensation/Nominating Committees) . Dual-role CEO/Chair increases agenda-setting power; independence mitigants include an all-independent Audit Committee chaired by a financial expert .
- Pay-for-performance: Fixed cash compensation increased in FY2024 with a $300,000 bonus despite TSR deterioration to $2.53 on a $100 base and ongoing net losses; lack of disclosed performance metrics suggests discretionary judgment by the Board . This mix and opacity may weaken incentive alignment.
- Selling pressure and options: No option exercises reported; outstanding options carry very high exercise prices and expire in 2026, which likely reduces near-term option-driven selling pressure; however, overall insider selling dynamics are not detailed beyond policy and late filing note .
- Related-party risk: Transactions involving Aron Govil and the sale of subsidiaries to Saagar Govil introduce complexity and collection risk (unpaid notes; allowances; ongoing royalties/receivables), a governance red flag requiring monitoring for cash realization and conflict management .
- Governance signals: Non-attendance of independent directors at the prior annual meeting and Controlled Company exemptions warrant scrutiny; investors should watch say-on-pay outcomes and any future disclosure on employment/severance terms to assess retention and pay discipline .