Rana Gujral
About Rana Gujral
Rana Gujral is an independent director of Cartica Acquisition Corp (CRTAF), serving since May 23, 2023. He is reported as age 46 in the company’s definitive proxy/prospectus materials (DEFM14A), and is a technology executive specializing in AI/ML; education includes a computer science degree (1997, MJP Rohilkhand University), marketing (1999, TACK International), MTPO from MIT (2001), and an MBA from the University of Massachusetts (2005) . He is a Class III director with a term expiring at the 2025 annual meeting, and the board class structure is confirmed in the FY2024 10-K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Behavioral Signals | CEO & Director | Dec 2019–present | AI enterprise software leadership |
| ActiveScaler Inc. | Advisor | Feb 2013–present | Technology travel services advisory |
| Token Inc. | Board Advisor | May 2018–Mar 2021 | Fintech advisory |
| TiZE (acquired by Alchemy Cloud, 2016) | Founder; President & CEO | Jun 2014–Dec 2016 | Built ML-based SaaS; exited via acquisition |
| Cricut Inc. (NASDAQ: CRCT) | EVP & COO | May 2012–Sep 2014 | Operational turnaround to profitability |
| Logitech S.A. | Vice President | Apr 2017–Aug 2018 | Product leadership generating significant revenue |
| Kronos Inc. | Senior Manager | Jun 2004–Jan 2010 | Engineered award-winning innovations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hackient Inc. | Majority Owner | Not disclosed | AI/ML-focused software development |
| Public Company Boards | — | — | None disclosed for Gujral; other directors’ public boards are listed separately in filings |
Board Governance
- Committee assignments: Member, Audit Committee; Chair, Compensation, Nominating & Corporate Governance Committee .
- Independence: Board determined Gujral is an “independent director” under Nasdaq listing standards and SEC rules; independent directors hold regular sessions .
- Board class/term: Class III director (Rana Gujral and Suresh Guduru), term expires at the 2025 annual general meeting .
- Audit committee chair: John F. Levy; Gujral is financially literate (committee-level disclosure) .
- Attendance: Not disclosed in available filings.
Fixed Compensation
| Component | Structure | Notes |
|---|---|---|
| Annual cash retainer (directors) | None prior to initial business combination | Company states “no compensation of any kind” paid to directors prior to completion of initial business combination; only reimbursement of out-of-pocket expenses . |
| Committee membership fees | Not disclosed | No director cash fees disclosed pre-business combination . |
| Committee chair fees | Not disclosed | No director cash fees disclosed pre-business combination . |
| Meeting fees | Not disclosed | No director cash fees disclosed pre-business combination . |
| Finder’s/consulting fees | Permitted; contingent | Independent directors may receive finder’s or consulting fees in connection with the business combination; paid from trust proceeds at closing and must comply with independence requirements . |
Performance Compensation
| Metric | Targeting Approach | Details |
|---|---|---|
| Director equity performance metrics (TSR, EBITDA, ESG, etc.) | Not applicable | No performance-linked metrics for director pay disclosed prior to business combination; compensation (if any) post-combination to be determined by the post-combination board . |
- Equity awards: At closing of the Nidar business combination, the Sponsor will transfer an aggregate 60,000 Cartica Class A shares to the three independent directors (John F. Levy, Rana Gujral, Kishore Kondragunta), equal to 20,000 shares each; these convert into Nidar Ordinary Shares at closing. Vesting terms are not described beyond “transfer at Closing” .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public-company directorships disclosed for Gujral in CRTAF filings . |
Expertise & Qualifications
- Deep AI/ML and software domain expertise, with executive leadership at Behavioral Signals and prior roles at Logitech, Kronos, and Cricut’s turnaround, supporting compensation and governance oversight .
- Serves as Chair of the Compensation, Nominating & Corporate Governance Committee, with chartered responsibilities for executive compensation policies, clawback oversight, and director remuneration recommendations .
- Member of Audit Committee; board affirms financial literacy and committee mandates for auditor oversight, pre-approvals, complaint procedures, and IPO compliance monitoring .
Equity Ownership
| Period/Context | Security | Amount | % of Class |
|---|---|---|---|
| Record Date (Sept 3, 2025) – DEF 14A | Class A Ordinary Shares | — | — |
| Record Date (Sept 3, 2025) – DEF 14A | Class B Ordinary Shares | — | — |
| Post-Closing (Pro Forma, DEFM14A) | Nidar Ordinary Shares | 20,000 | <1% (“*” less than 1%) |
- Pledging/hedging: No pledging or hedging disclosures for Gujral found in filings .
- Ownership guidelines: Director stock ownership guidelines not disclosed; compensation committee charter references director remuneration oversight but not explicit guidelines .
Governance Assessment
- Strengths: Independent status; chairs the comp/governance committee; financial literacy via audit committee service; strong AI/technology operating background, useful given transaction with an AI/HPC data center target (Nidar) .
- Alignment: Post-combination equity transfer of 20,000 shares offers modest alignment; pre-combination, no cash fees (only expense reimbursement), limiting pay-for-performance concerns at the SPAC stage .
- Risks and potential red flags:
- Sponsor influence: Sponsor controls large ownership and can approve key proposals without public votes; directors (including independents) are tied to Sponsor through share transfers at closing, which can raise perceived independence concerns even if technically compliant .
- Finder’s/consulting fees: Policy permits independent directors to receive fees tied to business combination completion, which can create perceived conflicts around deal selection and timing; these would be paid from trust at closing .
- Limited committee size: Audit and compensation/governance committees appear to have two members, which may constrain oversight capacity compared to larger boards .
- Market/regulatory backdrop: Company delisted from Nasdaq and trades OTC, with liquidity and compliance risks that can challenge governance confidence; audit firm transition (Marcum resignation, CBIZ engagement) noted but no disagreements reported .
- Overall: Gujral’s independence and committee leadership are positives; however, Sponsor-driven equity transfers and potential deal-related fees are meaningful governance considerations for investor confidence during the de-SPAC process .