Ravi Venkatesan
About Ravi Venkatesan
Ravi Venkatesan, age 49, is CEO of Cantaloupe, Inc. and a director since October 2022; he previously served as CTO (from December 2020) and COO (from February 2022) before becoming CEO effective October 1, 2022 . He holds a degree in Electronics from Bangalore University (1997) and a Post Graduate Program in Finance & Information Management from Management Development Institute (2000) . Under his leadership, FY2025 revenue reached $303 million (+13% YoY), with transaction fees up 15% and subscription fees up 11%; active customers grew to 34,896 (+11%) and active devices to 1.28 million (+5%) . Pay-versus-performance disclosures show Adjusted EBITDA rising to $46.7 million in 2025 and TSR improving versus 2024, aligning equity-heavy incentives with operating progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cantaloupe, Inc. | CEO | Oct 2022–present | Led product launches (Smart Store, Go Micro), digital media program (AdVantage), credit facility expansion, and M&A (SB Software acquisition); merger agreement with 365 approved by shareholders . |
| Cantaloupe, Inc. | COO | Feb 2022–Sep 2022 | Operational leadership prior to CEO promotion . |
| Cantaloupe, Inc. | CTO | Dec 2020–Feb 2022 | Technology leadership during platform expansion . |
| Bakkt Holdings, Inc. | Head of Innovation | Prior to 2020 | Payments and innovation expertise leveraged at CTLP . |
| Bridge2 Solutions, Inc. | CTO & CPO | Pre-sale to ICE | Dual technology/product leadership until sale to ICE (parent of Bakkt) . |
| Cbeyond, Inc. | VP IT Strategy & Delivery | Earlier role | Enterprise IT strategy execution . |
| Accenture LLP | Consulting Leader | Early career | Technology consulting foundation . |
External Roles
- No other current public company directorships disclosed for Ravi Venkatesan .
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|
| CEO Total Compensation ($) | $990,474 | $2,802,535 | $1,046,238 | $957,707 |
| Base Salary (Annual) | — | — | $450,000 initial as CEO from 9/30/2022 | $450,000 |
| Target Annual Bonus (% of Salary) | — | — | 100% of base salary | 100% of base salary |
Notes:
- CEO pay ratio for FY2025: 12:1 (CEO $957,707 vs median employee $80,000) .
- Compensation consultant: Aon (McLagan) engaged since FY2022 for program design and peer group .
- No excise tax gross-ups; limited perquisites; no option repricing without shareholder approval .
Performance Compensation
| Annual Incentive Metric (FY2025) | Weight | Targeting Approach | FY2025 Percent Achieved | Weighted Achieved |
|---|---|---|---|---|
| Adjusted EBITDA ($) | 40% | Predetermined corporate goal | 93.4% | 37.4% |
| Revenue ($) | 25% | Predetermined corporate goal | 0.00% | 0.00% |
| Monthly Recurring Revenue Growth (%) | 20% | Predetermined corporate goal | 82.2% | 16.4% |
| Board Discretion | 15% | Discretionary overlay | 120% payout approved | 18.0% |
| Total Corporate Achievement | — | — | — | 71.8% |
| CEO FY2025 Bonus Calculation | Weight of Corporate Portion | Total % Achieved (A) | Target Bonus (B) | Bonus Paid (A x B) |
|---|---|---|---|---|
| Ravi Venkatesan | 100% | 71.8% | $450,000 | $323,100 |
Long-term incentives:
- CEO equity grants are predominantly performance-based; performance-based options goals are tied to share price .
- Equity mix emphasizes stock options and RSUs to align with shareholder value creation and retention .
Equity Ownership & Alignment
| Beneficial Ownership (as of 9/25/2025) | Shares | % of Common Shares Outstanding |
|---|---|---|
| Ravi Venkatesan | 1,226,561 | 1.7% |
| Stock Ownership Guidelines | Requirement | Compliance |
|---|---|---|
| CEO | 3x base salary in common stock; 5-year compliance window | Executives/directors in compliance or within grace periods as of proxy date |
| Outstanding Equity (as of 6/30/2025) | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Stock Options (grant series 1) | 295,500 | — | $9.44 | 12/4/2027 |
| Stock Options (grant series 2) | 200,000 | — | $11.20 | 11/8/2028 |
| Stock Options (CEO promotion grant) | 400,000 | 400,000 | $3.48 | 10/1/2029 |
| Unvested RSUs | — | 52,684 units | — | — |
| Market value of unvested RSUs | — | $578,997 (at $10.99 close on 6/30/2025) | — | — |
Vesting schedules:
- RSUs: 12,011 (8/11/2022), 32,904 (8/4/2023), 26,745 (9/20/2024); each vests in three equal annual installments from grant date, subject to continued employment .
- Options: 800,000 granted at CEO appointment vest in four equal annual installments on each anniversary of 10/1/2022 ; earlier option tranches include both time-based and performance-based elements, with certain performance tranches vested at Board discretion in FY2022–FY2023 .
- Anti-hedging policy prohibits hedging/short positions; clawback policy compliant with Section 10D and Nasdaq (no discretion) . No pledging was disclosed .
In-the-money context (as of 6/30/2025 close $10.99):
- $3.48 and $9.44 strike options were in-the-money; $11.20 strike options were out-of-the-money at that date .
Employment Terms
| Term | Detail |
|---|---|
| CEO Promotion Letter | Effective 9/30/2022; base salary $450,000; target bonus 100% of salary; annual equity grant target 50% of salary beginning FY2023 . |
| Severance (no CoC) | If terminated without “cause” or resigns for “good reason”: 6 months base salary + up to 6 months COBRA subsidy (subject to release and covenant compliance) . |
| Change-in-Control (within 24 months) | Lump sum equal to base salary plus last annual bonus (double-trigger) . |
| 280G treatment | Cutback to avoid excise tax unless “best net” benefit favors paying tax . |
| Restrictive covenants | Perpetual confidentiality; non-disparagement; IP; non-compete/non-solicit/no-hire during employment and for 2 years post-termination . |
| Clawback & Anti-Hedging | Mandatory clawback recovery for restatements; hedging prohibited; updated insider trading policy in Sept 2024 . |
| Excise tax gross-up | Not provided . |
Potential payments upon termination/change-of-control (illustrative assumptions per proxy):
| Named Executive Officer | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Ravi Venkatesan | $1,350,000 | $1,866,538 | $3,216,538 |
Board Governance
| Attribute | Detail |
|---|---|
| Board leadership | Independent, non-executive Chair (Douglas G. Bergeron); CEO and Chair roles separated . |
| Independence | 8 of 9 directors are independent; Ravi Venkatesan is not independent (CEO) . |
| Committees | Audit & Risk (Chair: Shannon S. Warren), Compensation (Chair: Michael K. Passilla), Nominating & Corporate Governance (Chair: Anne M. Smalling), Finance (Chair: Jacob Lamm) . |
| Ravi’s board roles | Director since Oct 2022; no committee memberships ; attended ≥75% of meetings; Board/Committees held 31 meetings in FY2025 . |
| Governance policies | Majority voting with mandatory resignation policy; proxy access; stock ownership guidelines; code of conduct; annual evaluations; ESG oversight . |
Director compensation program (context):
- Non-employee directors receive cash retainers (e.g., Chair $35,000; committee chair fees) and annual RSU grants (~$150,000; 19,157 RSUs in May 2025) with one-year vesting; no meeting fees . CEO/director compensation is addressed under executive pay, not director program .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay support: Over 98% approval at 2025 annual meeting for FY2024 NEO compensation programs .
- Peer group (FY2025): Atlanticus, AvidXchange, Bakkt, Cardlytics, Cass Information Systems, CoreCard, CPI Card Group, Flywire, i3 Verticals, International Money Express, PAR Technology, PaySign, Priority Technology, Repay, Sezzle, Usio .
Pay Versus Performance (Key Outcomes)
| Year | CEO SCT Total ($) | CEO Compensation Actually Paid ($) | Value of $100 Investment (TSR) | Peer Group TSR ($100) | Net Income ($) | Adjusted EBITDA ($) |
|---|---|---|---|---|---|---|
| FY2022 | $990,474 | $(1,989,647) | $80 | $119 | $(1,703,000) | $9,892,000 |
| FY2023 | $2,802,535 | $3,627,663 | $114 | $131 | $633,000 | $17,794,000 |
| FY2024 | $1,046,238 | $2,137,587 | $56 | $89 | $11,993,000 | $33,960,000 |
| FY2025 | $957,707 | $1,725,357 | $56 | $89 | $64,533,000 | $46,740,000 |
Equity Award History (CEO)
| Fiscal Year | Grant Type | Grant Date | Shares/Options | Vesting Schedule |
|---|---|---|---|---|
| FY2023 | RSUs | 8/11/2022 | 12,011 | 3 equal annual installments from grant date, subject to continued employment . |
| FY2023 | Options | CEO promotion | 800,000 | 4 equal annual installments each 10/1 from 2022–2025 . |
| FY2024 | RSUs | 8/4/2023 | 32,904 | 3 equal annual installments from grant date . |
| FY2025 | RSUs | 9/20/2024 | 26,745 | 3 equal annual installments from grant date . |
Shares/units vested/exercised in FY2025:
| Name | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
|---|---|---|
| Ravi Venkatesan | 18,323 | $143,114 |
Employment & Contracts (Retention Risk)
- Severance structure provides base-level protection and enhanced CIC benefits with double-trigger equity acceleration under plan terms within 18 months post-CIC, aligning retention through transaction close and integration .
- Two-year non-compete/non-solicit/no-hire mitigates immediate departure risk; clawback and anti-hedging policies reinforce alignment and discipline .
- FY2025 annual bonus achievement at 71.8% reflects disciplined payout against mixed results (Adjusted EBITDA strong; revenue below threshold), reducing undue cash windfall risk while supporting retention .
Board Service History, Committees, and Dual-Role Implications
- Director since October 2022; not independent due to CEO role; no committee memberships .
- Independence safeguards: non-executive Chair, independent committee chairs, majority independent board and annual elections; regular executive sessions of independent directors .
- Dual-role implications: separation of CEO/Chair and strong committee structure mitigate governance risks common to dual roles (e.g., CEO-Chair), supporting oversight of strategy, risk, and compensation .
Risk Indicators & Red Flags
- Anti-hedging policy in place; no pledging disclosed .
- No excise tax gross-ups; no option repricing without shareholder approval .
- Delinquent Section 16(a) filings: late filings for certain historic RSU grants (including Mr. Venkatesan) due to administrative error in FY2025 .
- Executive turnover: CTO departure disclosed (personal reasons); not indicative of policy disagreements .
Compensation Peer Group and Committee Practices
- Independent Compensation Committee membership and charter; 5 meetings in FY2025; authority to retain consultants; no interlocks or Item 404 conflicts .
- Annual equity grants approved during scheduled open trading windows; policy avoids awards around periodic report filings; no timing around MNPI .
Investment Implications
- Alignment: CEO holds 1.7% of shares outstanding and faces multi-year vesting on RSUs and options, with performance orientation tied to share price and EBITDA—supportive of value creation incentives .
- Near-term vesting/cash events: RSU tranches vest annually (Aug/Sep cycles) and sizable option tranches continue to vest through Oct 2026, which can create routine sale windows but trading is constrained by insider policies and blackout periods .
- Transaction dynamics: Double-trigger CIC benefits ensure management stability into anticipated merger close (1H 2026), with defined severance and equity acceleration mechanics; no gross-ups and 280G cutback reduce shareholder-unfriendly outcomes .
- Governance: Strong independent board structure and high say-on-pay support (98%) indicate investor confidence in pay design and oversight, lowering governance discount risk .