Khurram Sheikh
About Khurram Sheikh
Khurram P. Sheikh (age 54) is Chairman, Chief Executive Officer, and Director of CXApp Inc. (Nasdaq: CXAI). He has served as CEO and Chairman since March 14, 2023, when KINS Technology Group completed its business combination with Legacy CXApp . He holds a B.S. in Electrical Engineering (highest honors) from the University of Engineering & Technology, Pakistan, and an M.S. in Electrical Engineering from Stanford University (wireless communications) . Under his tenure, FY 2024 revenue was $7.14M (vs. $7.37M in 2023 non-GAAP combined), recurring revenue mix improved to 87% (from 78%), gross margin expanded to 82% (from 76%), and net loss declined to $19.4M (from $53.6M) .
Company performance under Sheikh (fiscal years)
| Metric | FY 2023 (combined) | FY 2024 |
|---|---|---|
| Revenue ($USD Millions) | $7.37 | $7.14 |
| Recurring Revenue Mix (%) | 78% | 87% |
| Gross Margin (%) | 76% | 82% |
| Net Loss ($USD Millions) | $(53.62) | $(19.41) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| KINS Technology Group (SPAC) | Founder, Chairman & CEO | Jul 2020–Mar 2023 | Formed and led SPAC culminating in merger to create CXApp Inc. |
| Aijaad | Founder, Executive Chairman & CEO | Mar 2020–present | Strategic advisory to PE firms and public boards on 5G/IoT/Edge/AI; M&A and technology strategy |
| kwikbit | CEO | 2016–early 2020 | Built “network-as-a-service” with gigabit radios, edge compute, AI |
| Silicon Image / SiBEAM | Chief Strategy & Technology Officer; President/CEO (SiBEAM) | 2014–2015 | Silicon Image sold to Lattice Semiconductor for $600M; then led strategy/tech at Lattice (2015–2016) |
| Powerwave Technologies | CTO; later CEO (bankruptcy process) | 2007–2013 | Led sale of ~1,400 patents to Gores Group during restructuring |
| Time Warner Cable | VP, Wireless Strategy & Development | 2005–2007 | Led entry into wireless |
| Sprint | Senior tech roles incl. CTO Mobile Broadband | 1996–2005 | Responsible for world’s first 4G deployment and major 2.5GHz spectrum acquisitions |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aijaad | Founder, Executive Chairman & CEO (external to CXAI) | Mar 2020–present | Advises PE firms and boards on 5G/IoT/Edge/AI strategy and M&A |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (approved annual rate) | $325,000 | $325,000 |
| Salary Paid | $254,375 (partial-year post-merger) | $325,000 |
| Target Bonus (% of base) | 100% ($325,000) | 100% ($325,000) |
| Annual Cash Incentive Paid | $97,500 | $360,000 (NEIP) |
| Total Compensation | $2,003,501 | $1,140,939 |
Notes: CXAI is a Smaller Reporting Company; disclosures are streamlined. 2024 Summary Compensation Table shows a total of $1,140,939; specific stock vs option award subtotals are presented in the proxy but the formatted columns are irregular—core cash and NEIP figures as shown are explicit .
Performance Compensation
Annual incentive design and results
| Element | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive (NEIP) – FY 2024 | Revenue, EBITDA; committee also evaluated bookings growth, ARR rate, gross margin, NRR, OpEx and AR collections | Not disclosed | $325,000 target (100% of base) | Committee approved quarterly payouts of 100% (Q2), 70% (Q3), 40% (Q4) | Cash (annual/quarterly as approved) |
| Annual Cash Incentive – FY 2023 | Revenue, EBITDA; committee applied similar operational metrics | Not disclosed | $325,000 target (100% of base) | Committee approved quarterly payouts of 85% (Q2), 35% (Q3), 35% (Q4) | Cash |
Long-term equity awards (service-based, typical 2–4 years, ≥1-year cliff)
| Grant date | Type | Shares/Options | Strike/Ref Price | Expiration | Status at 12/31/24 |
|---|---|---|---|---|---|
| Mar 29, 2023 | Stock options | 844,200 (422,100 exercisable / 422,100 unexercisable) | $1.53 | Mar 29, 2033 | Mixed vested/unvested as shown |
| Aug 14, 2023 | RSUs | 20,000 | — | — | Unvested 20,000; MV $36,420 |
| Feb 6, 2024 | Stock options | 300,000 (unexercisable) | $1.20 | Feb 6, 2034 | Unvested 300,000 |
| Aug 29, 2024 | RSUs | 94,787 | — | — | Unvested 94,787; MV $172,512 |
Change-in-control and acceleration
- Equity plan: If not assumed in a change-in-control, options/SARs vest fully; restrictions on RSUs/performance awards lapse and performance is deemed achieved at target. Outside directors’ awards fully vest on a change-in-control .
- Employment agreements: On change-in-control, unvested stock options accelerate 100% .
Equity Ownership & Alignment
Beneficial ownership and alignment
| As-of date | Shares beneficially owned | Ownership % | Pledged? | Notes |
|---|---|---|---|---|
| Jul 12, 2024 | 2,471,648 | 16.19% | No (company states no pledging by execs/directors) | Includes direct/indirect plus exercisable within 60 days per SEC rules |
| Apr 17, 2025 | 1,793,162 | 9.05% | Prohibited under Insider Trading Policy | Dilution and share issuance dynamics reduced % ownership |
Outstanding awards as of 12/31/2024
| Instrument | Exercisable | Unexercisable/Unvested | Terms |
|---|---|---|---|
| Stock options (Mar 29, 2023) | 422,100 | 422,100 | $1.53 strike; expire Mar 29, 2033 |
| Stock options (Feb 6, 2024) | 0 | 300,000 | $1.20 strike; expire Feb 6, 2034 |
| RSUs (Aug 14, 2023; Aug 29, 2024) | — | 114,787 | Service-based vesting; values shown above |
Ownership policies
- Hedging and pledging prohibited (no short sales, options, collars, margin, or pledging) .
- Company states no executive/director beneficially owned shares were pledged as of the 2025 record date .
Employment Terms
| Provision | Terms |
|---|---|
| Role start date | CEO and Chairman since March 14, 2023 |
| Severance (without cause/for good reason) | 6 or 12 months of base salary; 100% of target bonus paid within 15 days; 6–12 months equity vesting acceleration; accrued vacation; reimbursable expenses; COBRA premiums for 6–12 months |
| Change-in-control | Stock options accelerate 100% upon change in control; plan provides full acceleration if awards not assumed (single-trigger if not assumed) |
| Clawback | Policy adopted Nov 2023; compliant with Exchange Act Rule 10D-1 and Nasdaq Rule 5608 |
| Definitions | “Just Cause” includes fraud/gross misconduct/material breach/felony; “Good Reason” includes material diminution in duties/comp/benefits, company breach, or relocation >50 miles |
Board Governance
Governance profile and committee roles
- Board seat: Class III director; term expires at 2026 annual meeting .
- Leadership: Combined Chairman and CEO; board cites qualifications and may separate roles in future if warranted .
- Independence: All directors except Sheikh are independent under Nasdaq rules .
- Committee memberships: Sheikh serves on no standing committees; Audit (Chair: Shanti Priya), Compensation (Chair: Di‑Ann Eisnor), Nominating & Governance (Chair: Camillo Martino) .
- Board activity: 18 meetings in 2024; all directors attended ≥75% of meetings; outside directors meet in executive session periodically .
Director Compensation (context)
Non-employee directors in 2024 received $25,000 cash and RSUs (e.g., 94,787 RSUs granted Aug 26, 2024 to each outside director, vesting on the annual anniversary) . 2024 director compensation per director totaled $225,001 (cash + stock) . The 2025 policy narrative indicates no annual cash retainer prospectively, with equity as primary compensation .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting (May 20, 2025) results: Say‑on‑Pay “For” 4,728,284; “Against” 341,770; “Abstain” 22,544 .
- Other 2025 votes: Equity Plan amendment to 5,676,000 shares “For” 3,584,889; “Against” 1,500,330; reverse split authorization and Nasdaq 20% approval also passed .
Compensation Structure Analysis
- Cash vs equity mix: 2023 included substantial equity (options $1.29M) alongside cash comp; 2024 total pay declined as options/stock awards moderated and NEIP paid $360k, indicating tighter cash-variable comp aligned to short-term metrics .
- Performance linkage: Annual incentive tied to revenue and EBITDA, with operational health metrics (bookings, ARR, gross margin, NRR, OpEx discipline, AR collections). FY 2024 payouts calibrated quarterly (100%/70%/40%), demonstrating discretion tied to execution cadence .
- Equity risk/retention: Significant unvested options/RSUs (836,887 unvested/options + 114,787 unvested RSUs) create retention hooks but also future selling overhang when vesting occurs .
- Change-in-control economics: Single-trigger acceleration for options and plan-level full acceleration if awards are not assumed heightens potential windfalls in transactions (shareholder-friendliness mitigated by clawback and no-repricing rules) .
- Dilution/overhang: Equity plan increased to 5,676,000 shares with a 15% annual evergreen through 2034; no option/SAR repricing without shareholder approval .
Risk Indicators & Red Flags
- Dual role concentration: CEO also serves as Chairman; board cites rationale but independence and oversight risks persist without a Lead Independent Director .
- Single-trigger acceleration risk: Full acceleration if awards not assumed on change-in-control; stock options accelerate 100% upon CIC, potentially misaligning payouts vs outcomes .
- Capital structure dilution: Stockholder-approved capacity for share issuance over Nasdaq’s 20% threshold and amended EIP increase signal potential future dilution; pre-paid equity advances with Avondale/Streeterville include variable pricing mechanics and 9.99% caps .
- Controls/governance history: Material weaknesses in ICFR identified for 2023–2024 with remediation underway; prior Nasdaq filing delinquency notices were cured, but such history can elevate governance risk premia .
Investment Implications
- Alignment: Sheikh holds a meaningful stake (9.05% as of April 2025) with prohibitions on hedging/pledging, and equity-heavy incentives that provide upside alignment with long-term value creation .
- Retention vs overhang: Large unvested option/RSU balances support retention and focus but create foreseeable selling pressure upon vesting; monitor Form 4s and vest timelines for supply signals .
- Transaction optionality: Single-trigger features and a sizeable equity pool could expedite strategic flexibility, but also raise payout sensitivity in M&A; investors should underwrite potential dilution and acceleration economics .
- Execution track record: FY 2024 showed improving gross margins and reduced losses with higher recurring mix, but top-line remained essentially flat; incentive calibration (100/70/40) suggests disciplined, milestone-based payouts tied to operating progress .