George Mathai
About George Mathai
George Mathai (58) is a Class III independent director of CXApp Inc. with a term expiring at the 2026 annual meeting. He is a technically trained business professional with decades of experience in early-stage and small businesses across engineering, construction, biosensors, capital markets, and cybersecurity. Education includes a B.S. in Civil Engineering (UC Berkeley, May 1989), an M.S. in Civil Engineering (City College of New York, June 1992), and upskilling via CalTech’s cybersecurity program (December 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edwards & Kelcey (now Jacobs Engineering) | Bridge design and infrastructure repair | Early career (pre-1993) | Technical foundation |
| Small New York construction company | Managed renovation projects; drove revenue and profitability | From January 1993 | Execution-focused operations |
| GenoRx (venture-backed, Hayward, CA) | Led biosensor development program; manufacturable process for detecting DNA on silicon biochip | From June 2000; technology sold to Bridger Technologies in April 2011 | Translational tech commercialization |
| Objective Equity LLC (boutique brokerage) | Fundraising for antibiotic skincare startup and early-stage immune-mediated cancer therapeutic | Overlapping post-2011 | Capital raising, diligence |
| Local retail interests; M&A diligence consulting | Owner/operator; consultant | Various | Multi-industry perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in CXApp’s proxy for Mr. Mathai . |
Board Governance
- Classified board; Mathai is Class III (term through 2026). Board considers appointing a lead independent director “if circumstances warrant”; none identified currently .
- Independence: Board determined all directors other than CEO/Chair Khurram Sheikh are independent; Mathai is independent .
- Attendance: The Board held 18 meetings (incl. committees) in 2024; each director attended at least 75% of their meetings. All five directors attended the 2024 annual meeting .
| Committee | Members | Chair | Mathai’s Status |
|---|---|---|---|
| Audit | Shanti Priya; Camillo Martino; Di-Ann Eisnor | Shanti Priya | Not a member |
| Compensation | Camillo Martino; Di-Ann Eisnor; George Mathai | Di-Ann Eisnor | Member |
| Nominating & Corporate Governance | Camillo Martino; Di-Ann Eisnor; Shanti Priya | Camillo Martino | Not a member |
- Executive sessions of outside directors occur periodically; chaired by Audit Chair Shanti Priya .
- Compensation Committee interlocks: None; no members have been CXApp executive officers, and no reciprocal board/comp relationships disclosed .
Fixed Compensation (Director)
| Component | Amount (USD) | Period/Date | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | $25,000 | FY 2024 | As reported in 2024 Director Compensation Table |
| Annual Cash Retainer Policy | — | — | Policy states no annual cash compensation contemplated; actual fees shown above |
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Fair Value (USD) | Vesting |
|---|---|---|---|---|
| RSUs (annual award to outside directors) | August 26, 2024 | 94,787 | Included in Stock Awards ($200,001 total for FY24) | Vest on annual anniversary; service-based |
| RSUs Outstanding (as of 12/31/2024) | — | 114,787 | — | Balance outstanding for Mathai |
| Options Outstanding (as of 12/31/2024) | — | 0 | — | None |
- No director performance metrics (revenue/EBITDA/TSR) tied to director pay disclosed; director equity awards are time-based RSUs .
- Clawback policy adopted in Nov 2023; awards subject to clawback per Rule 10D-1/Nasdaq 5608 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | None disclosed for Mr. Mathai in CXApp’s proxy . |
Expertise & Qualifications
- Civil engineering degrees (UC Berkeley; City College of New York) and CalTech cybersecurity upskilling align to infrastructure, applied technology, and cyber risk oversight .
- Multi-sector experience (engineering, construction, biosensors, capital markets, retail, M&A diligence) adds diverse perspective to Compensation Committee deliberations and enterprise risk discussions .
- Board values diversity of expertise and strong finance experience; Nominating & Governance criteria emphasize integrity, management/board experience, finance, and diversity of background/perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Options Outstanding | RSUs Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|
| George Mathai | 29,042 | <1% | 0 | 114,787 | No pledging; hedging/pledging prohibited by policy |
- Insider Trading Policy prohibits short sales, options on company stock, hedging transactions, and pledging/margin accounts for directors/officers .
- “To our knowledge,” no executive officer or director’s shares are pledged as security .
Governance Assessment
- Independence and role: Mathai is an independent director and active member of the Compensation Committee, supporting pay governance and alignment oversight; independence affirmed under Nasdaq rules .
- Engagement: Board and committee cadence was high (18 meetings); each director met the ≥75% attendance threshold; full board attended the annual meeting—positive engagement signal .
- Pay and alignment: Director compensation is predominantly equity-based RSUs (service-vesting), supplemented by modest cash fees ($25k). FY24 figures for Mathai show total $225,001 consisting of $200,001 stock awards and $25,000 cash, indicating strong equity alignment .
- Ownership skin-in-the-game: Mathai’s beneficial ownership is 29,042 shares (<1%), with 114,787 RSUs outstanding; combined with anti-hedging/pledging policy, alignment is reasonable though not large relative to float .
- Change-in-control terms: Outside directors receive full vesting on options/RSUs and performance awards at 100% of target upon change-in-control, unless awards are assumed—typical but creates potential windfall optics; clawback policy in place mitigates misconduct risk .
- Conflicts/related party: No related-party transactions requiring disclosure; audit committee pre-approves any related party transactions per policy—clean on conflicts .
- RED FLAGS: None identified regarding hedging/pledging, related-party transactions, attendance, or option repricing (explicit “no repricing” without shareholder approval in the plan) . Potential dilution risk from equity plan expansion and financing structures is a company-level capital markets consideration rather than Mathai-specific, but remains relevant for overall governance optics .
Overall, Mathai’s profile supports board effectiveness on compensation oversight and cross-industry risk perspective. Equity-heavy director pay, attendance compliance, independence, and no conflict disclosures are constructive for investor confidence, with standard CIC acceleration terms to monitor for optics .