Kapil Singh
About Kapil Singh
Kapil Singh, 49, is an independent Class II director of Australian Oilseeds Holdings Limited (ticker: COOT) since March 2024 and serves as Chair of the Compensation Committee; his current term runs through 2026. He founded and directs Kapital Global LLC FZ and KGV Global FZE, and previously worked at Citigroup Credit Services India Limited, Standard Chartered, and NYSE‑listed HDFC Bank; he holds a post‑graduate degree (2012) in International Business from the Indian Institute of Foreign Trade (New Delhi). The Board has determined he is independent under SEC and Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Credit Services India Limited | Management roles (credit services) | Not disclosed | Emerging markets and public listings experience |
| Standard Chartered | Banking roles | Not disclosed | Cross-border transactions expertise |
| HDFC Bank (NYSE: HDB) | Banking roles | Not disclosed | Small/micro-cap networking across markets |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kapital Global LLC FZ | Founder and Director | Not disclosed | Strategic investments and advisory services |
| KGV Global FZE | Founder and Director | Not disclosed | Strategic investments and advisory services |
Board Governance
- Independence: Board determined Kapil Singh is independent (Nasdaq/SEC standards).
- Tenure/class: Class II director since March 2024; term expires 2026.
- Attendance: In FY2024 post‑Business Combination, no director attended fewer than 75% of total Board and committee meetings.
- Executive sessions: Independent directors meet in executive session during each regularly scheduled Board meeting.
- Risk oversight: Board and committees actively oversee financial reporting, compliance, cybersecurity, and compensation risk.
- Clawback policy: Adopted April 10, 2024, covering erroneously awarded incentive compensation and misconduct events.
- Insider trading policy: Prohibits short sales, options, and hedging transactions (e.g., collars).
| Committee | Role | 2024 Meetings (post‑Business Combination) |
|---|---|---|
| Compensation Committee | Chair | 0 |
| Nominating & Corporate Governance Committee | Member | 5 |
Fixed Compensation
| Item | FY2024 |
|---|---|
| Annual retainer (cash) | Not disclosed; company states only Kevin Chen received director compensation (three monthly payments of $6,000 following the Business Combination). |
| Committee chair fees | Not disclosed. |
| Meeting fees | Not disclosed. |
| Equity compensation (director) | Not disclosed. |
Performance Compensation
- No director performance-based awards (RSUs/PSUs/options) or metrics for Kapil Singh were disclosed.
Other Directorships & Interlocks
- No current public company directorships for Kapil Singh were disclosed in the proxy; background lists private investment/advisory entities and prior banking roles.
Expertise & Qualifications
- Emerging markets and micro/small‑cap advisory; cross‑border transactions across agriculture and commodities.
- Post‑graduate in International Business (IIFT, 2012).
- Experienced with U.S. publicly listed companies and strategic investment networks.
Equity Ownership
| Metric | Mar 20, 2025 (Record Date for 2025 AGM) | Jul 2, 2025 (Record Date for EGM) |
|---|---|---|
| Beneficially owned shares (#) | 3,371,569 | 3,371,569 |
| Ownership as % of shares outstanding | 14.5% (23,224,102 shares outstanding) | 12.1% (27,898,538 shares outstanding) |
| Ownership vehicle / encumbrances | Held via KGV GLOBAL FZE; subject to a pending lien by the Company | Held via KGV GLOBAL FZE; subject to a pending lien by the Company |
Governance Assessment
- Committee leadership and engagement: Kapil chairs the Compensation Committee, but the committee held zero meetings in FY2024 after the Business Combination—this is a governance weakness given ongoing listing challenges and compensation oversight needs.
- Independence and large ownership: He is Board‑designated independent, but his significant stake (12–15%) via KGV Global FZE is subject to a pending lien by the Company—this is a potential conflict/RED FLAG requiring clarity on lien terms, triggers, and any voting/transfer restrictions.
- Attendance: Aggregate disclosure indicates directors met minimum attendance thresholds; individual attendance percentages are not provided.
- Insider compliance: Kapil was not identified among directors with delinquent Section 16(a) filings for FY2024 (others were named for late Form 3s).
- Related-party transactions: Disclosed related‑party loans involve entities controlled by CEO Gary Seaton; Kapil is not named in those transactions—monitor due to his lien and large shareholding.
- Policies: Presence of a clawback policy (April 10, 2024) and anti‑hedging restrictions support alignment, but absence of disclosed director compensation policy details and fees for Kapil limits visibility into pay‑for‑performance governance.
- Company context: Nasdaq listing deficiencies (minimum bid and stockholders’ equity) and pending reverse split authorization heighten the need for active compensation and governance oversight—comp committee inactivity in 2024 is a RED FLAG under this backdrop.