Swapan Kataria
About Swapan Kataria
Chief Executive Officer of Crown LNG Holdings Limited (CGBS). Kataria became CEO of Crown LNG Holding AS on April 25, 2023 and signed the company’s initial Form 20‑F as CEO on July 15, 2024 . He also served as a director in 2023 (received director fees) and is named as a management proxyholder in 2025 special meeting proxies, indicating an active governance role; age and formal education are not disclosed in available filings . During his tenure, CGBS completed a de‑SPAC listing, but has faced Nasdaq listing deficiencies, reverse split proposals, going‑concern warnings, and significant dilution from convertibles and share issuances—key context for performance alignment and trading dynamics .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Crown LNG Holding AS | Chief Executive Officer | 2023–present | Led de‑SPAC business combination with Catcha, Nasdaq listing, and multiple financing agreements (April 2024 Notes, PIPE, SPA convertible facility) to fund development projects . |
| Crown LNG Holdings Limited (PubCo) | Chief Executive Officer; Director | 2024–present | Signed 20‑F as CEO; receives director compensation (in 2023 pre‑BC) and is designated as management proxyholder for shareholder meetings . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| EAST (entity party to KGLNG agreement) | 50% owner (pre‑agreement) | Pre‑Aug 3, 2023 | Held 50% of EAST prior to the KGLNG Agreement; related‑party position in asset central to Crown’s Kakinada project . |
| The Kataria Trust / Kataria Capital Corporation | Trustee / Control person of holding entities | Ongoing | Controls voting/investment power over CGBS shares held via Citibank N.A. Nominee; beneficial ownership structured through Kataria Capital and The Kataria Trust . |
Fixed Compensation
Executive compensation (Crown NEO summary, pre‑Business Combination):
| Metric | 2022 | 2023 |
|---|---|---|
| Salary ($) | 499,287 | — |
| Bonus ($) | — | — |
| Stock awards / Option awards ($) | — | — |
| Non‑equity incentive comp ($) | — | — |
| All Other Compensation ($) | — | 666,000 |
| Total ($) | 499,287 | 666,000 |
Director compensation (fiscal 2023):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Swapan Kataria | 41,000 | — | 41,000 |
Consultancy terms (in lieu of salary during 2023): Under the SK Management Consultancy Services Agreement (Jan 10, 2022), Crown pays Kataria NOK 400,000 per month (approx. $37,452) covering services and performance‑related expenses; includes confidentiality and non‑solicitation undertakings .
Performance Compensation
- No equity awards outstanding for Kataria as of 12/31/2023; Crown’s NEOs held no options or other outstanding equity awards at that date .
- No annual bonus, PSU/RSU metrics, or payout curves are disclosed for 2022–2023; future intent is to use annual cash bonuses and stock‑based awards post‑combination, subject to Compensation Committee determinations .
Equity Ownership & Alignment
| Snapshot date (Record/Closing) | Shares beneficially owned | % of OS | Total shares outstanding |
|---|---|---|---|
| July 15, 2024 (Closing basis) | 17,539,225 | 20.3% | 68,979,384 |
| Jan 30, 2025 (Record Date) | 158,958,011 | 34.45% | 461,309,285 |
| June 5, 2025 (Record Date) | 158,958,011 | 32.48% | 489,417,994 |
- Structure and control: Shares held via Citibank, N.A. Nominee; Kataria Capital Corporation is 100% owned by The Kataria Trust; Swapan Kataria is trustee with sole voting/investment power .
- Pledging/hedging: No pledging by Kataria disclosed; a separate securities lending facility pledged PubCo shares as collateral for company financing, not attributed to Kataria personally .
- Vested vs unvested/options: Not applicable as of 12/31/2023; no outstanding options/equity awards disclosed .
- Historical conversion: In 2021, liabilities totaling $15.5 million owed to Kataria were converted into 9,868,000 shares at the private company level, aligning compensation with equity exposure pre‑listing .
Employment Terms
| Term | Details |
|---|---|
| CEO start | April 25, 2023 (Crown LNG Holding AS) |
| Agreement type | Management Consultancy Services Agreement (Jan 10, 2022), NOK 400,000/month (~$37,452) |
| Covenants | Confidentiality, non‑solicitation; (non‑compete not disclosed) |
| Contract term/renewal | Not specified in filings |
| Severance / Change‑of‑Control | Not disclosed |
| Clawback / tax gross‑ups | Not disclosed |
Board Governance
- Role and service: Served as a director in 2023 (director fee) and acts as management proxyholder for special meetings (along with CFO), indicating significant management involvement in meeting procedures .
- Committee memberships and chair roles: Not disclosed in available filings; 20‑F defers board‑practice details to the F‑4/prospectus .
- Independence: Not designated; Kataria is CEO and a large shareholder, which may affect independence assessments; no Lead Independent Director/attendance data disclosed .
Performance & Track Record
- Operations and outlook: Development‑stage; no revenue to date; net loss $4.2 million in 2023; projects (Kakinada, Grangemouth) expected to be operational earliest 2029 and 2027, respectively, subject to FID and financing .
- Liquidity/going‑concern: Substantial doubt about ability to continue as a going concern absent additional funding; multiple financings entered (convertible notes, vendor deferrals, PIPE, securities lending) .
- Listing status: Nasdaq minimum bid price deficiency and subsequent delisting risk disclosures; company sought shareholder approval for reverse splits (Feb 2025: 2:1–10:1; June 2025: 1:60–1:120) to regain compliance, including addressing a <$0.10 bid price trigger and late 20‑F filing .
Related‑Party Transactions (Governance Red Flags)
- KGLNG agreement: Prior to the agreement, EAST (50% owned by Kataria) owned 99.81% of KGLNG; the agreement granted a Future Payment Right and involved large share issuances and a promissory note—material related‑party exposure to a key project .
- Liability conversion: 2021 conversion of $15.5 million in liabilities owed to Kataria into shares increased insider alignment but also concentrated control .
Compensation Structure Analysis
- Shift to consultancy/fees: 2023 compensation paid primarily via consultancy “All Other Compensation” ($666k) rather than base salary, plus director fees—limited explicit performance linkage disclosed .
- Equity incentives: No outstanding stock/options as of 12/31/2023; future plan is to use stock‑based awards, but targets/metrics not yet disclosed .
- Dilution overhang: Significant potential dilution from convertible notes with reset features (e.g., minimum conversion prices as low as $0.50 on SPA Notes), which can create selling pressure irrespective of executive intent .
Director Compensation (Current Policy/Guidelines)
- PubCo indicates it will adopt a non‑employee director compensation policy post‑combination; 2023 director fees disclosed for Kataria ($41,000). Ownership guidelines for directors not disclosed .
Say‑on‑Pay & Shareholder Feedback
- As a foreign private issuer, company is exempt from certain U.S. proxy requirements; no say‑on‑pay results disclosed in available filings .
Investment Implications
- Alignment vs control risk: Very high insider ownership (20% at listing; ~32–34% in 2025) aligns incentives but concentrates control and may limit board independence; beneficial ownership concentrated via trust entities controlled by Kataria .
- Limited pay‑for‑performance disclosure: 2022–2023 compensation shows no disclosed performance metrics or equity vesting schedules; future program intent is performance‑based but specifics are TBD—difficult to assess incentive rigor today .
- Financing/dilution overhang and liquidity: Multiple convertible instruments with resettable conversion prices and vendor deferrals increase dilution risk and potential selling pressure, pressuring share price irrespective of fundamentals .
- Execution risk: Projects are pre‑revenue and years from operation (earliest 2027/2029), with going‑concern warnings; failure to secure financing/FID is a key risk .
- Listing risk signal: Recurring reverse split proposals and Nasdaq deficiency notices are negative governance/trading signals; heightened volatility and potential forced technical flows around corporate actions should be expected .
Sources
- 20‑F (July 15, 2024), including compensation, ownership, agreements, and liquidity sections .
- DEF 14A (Feb 11, 2025; June 16, 2025) for reverse split proposals, record dates, ownership and proxyholder designations .