Shanti Priya
About Shanti Priya
Shanti Priya (age 54) is a Class II independent director of CXApp Inc. (CXAI), elected on May 20, 2025 to serve through the annual meeting following fiscal year 2027; she chairs the Audit Committee and sits on the Nominating & Corporate Governance Committee . She is CFO of Maxfield Enterprises (since Feb 2018), previously spent 12+ years in corporate finance at Gap Inc. culminating as Global Director of FP&A & Control, and earlier worked as a Producer at Knowledge Kids Network; she holds a BA (Honors English, minor Biology) from Scripps College and an MA (Print Journalism) and MBA from USC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maxfield Enterprises, Inc. (Luxury retail) | Chief Financial Officer | Feb 2018–present (disclosed start month/year) | Leads finance and operations |
| Gap Inc. | Corporate finance; last role Global Director of FP&A & Control | 12+ years (no exact dates disclosed) | Oversaw NA, Europe, Asia markets |
| Knowledge Kids Network (tech startup) | Producer (content creation) | Not disclosed | Managed content creation |
External Roles
| Organization | Public/Private/Non-profit | Role | Tenure/Status |
|---|---|---|---|
| Secular Student Alliance | Non-profit | Board member and Treasurer | Current (status disclosed) |
| Sequoyah School | Non-profit | Board member | Previously served (no dates disclosed) |
Board Governance
- Committee assignments: Audit Committee Chair; Nominating & Corporate Governance Committee Member; not on the Compensation Committee .
- Independence: The Board determined all directors other than the CEO (Khurram Sheikh) are independent; Audit Committee members are independent and financially literate .
- Financial expert: Priya is designated the “audit committee financial expert” per SEC rules and has Nasdaq-defined financial sophistication .
- Attendance: In 2024, the Board held 18 meetings; each member attended at least 75% of Board and committee meetings for which they served; all five directors attended the 2024 annual meeting .
- Executive sessions: Outside directors meet in executive session; these sessions are chaired by Audit Chair Shanti Priya .
- Board leadership: Combined Chair/CEO role; Board may appoint a Lead Independent Director if warranted (note for oversight structure) .
- Policies: Code of Business Conduct; Insider Trading Policy prohibits hedging, pledging, margin accounts, and standing/limit orders .
Fixed Compensation
| Component | FY2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $25,000 | Despite policy stating no annual cash compensation, cash fees were reported for FY2024 . |
| Stock Awards (RSUs grant-date fair value) | $200,001 | Standard annual equity grant to outside directors . |
| Total | $225,001 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (Director annual grant) | Aug 26, 2024 | 94,787 | Vest on annual anniversary; service-based only | None disclosed for directors; no performance conditions |
| Options | N/A | 0 (outstanding) | N/A | N/A |
Equity Plan mechanics and safeguards:
- Change-in-control: If awards are not assumed/substituted, director options/RSUs vest fully; performance awards deemed achieved at 100% of target .
- Clawback: Board adopted a clawback policy in Nov 2023 compliant with Exchange Act §10D and Nasdaq Rule 5608 .
- No repricing: Stock options/SARs cannot be repriced or exchanged for lower exercise price without shareholder approval (except in certain corporate transactions) .
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Secular Student Alliance | Non-profit | Board & Treasurer | None disclosed; no related-party transactions reported |
| Sequoyah School | Non-profit | Board (prior) | None disclosed; no related-party transactions reported |
- Related-party transactions: Company policy requires Audit Committee pre-approval; none involving directors/officers required disclosure under Item 404(a) for the period reported .
Expertise & Qualifications
- Finance and operations leadership (CFO experience at Maxfield; 12+ years at Gap, FP&A leadership across multiple geographies) .
- Audit committee financial expert designation and financial sophistication under SEC/Nasdaq standards .
- Education: BA (Scripps), MA Journalism and MBA (USC) .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | RSUs Outstanding | Options Outstanding | Pledged/Hedged Status |
|---|---|---|---|---|---|
| Shanti Priya | 29,042 | <1% (asterisked in proxy) | 114,787 | 0 | No pledges disclosed; company policy prohibits hedging/pledging |
As of April 17, 2025, CXAI had 19,805,784 shares outstanding .
Shareholder Voting Signals (May 20, 2025 Annual Meeting)
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Elect Shanti Priya (Class II Director) | 4,878,749 | 205,323 | 8,526 |
| Say-on-Pay (Advisory) | 4,728,284 | 341,770 | 22,544 |
| Nasdaq 20% issuance approval | 4,607,105 | 468,718 | 16,775 |
| Equity Incentive Plan amendment | 3,584,889 | 1,500,330 | 7,379 |
| Reverse Split authorization | 7,598,748 | 2,556,480 | 48,258 |
| Auditor ratification (Withum) | 9,336,274 | 597,933 | 269,279 |
Governance Assessment
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Strengths:
- Audit Chair and SEC-designated financial expert—positive for financial reporting oversight .
- Clear independence; executive sessions chaired by Priya enhance oversight of management .
- Robust equity plan protections (no repricing without shareholder approval; formal clawback; defined CIC acceleration mechanics) .
- Insider Trading Policy prohibits hedging/pledging; no pledges disclosed—alignment with shareholder interests .
- Strong shareholder support for Priya’s election (96%+ of votes cast in favor) and for say-on-pay—confidence signal .
-
Watch items:
- Combined Chair/CEO with no standing Lead Independent Director may constrain independent oversight; Board may appoint a lead independent director “if warranted” .
- Director compensation policy states no annual cash compensation, yet $25,000 cash fees were paid in FY2024—monitor consistency and rationale across periods .
- Capital structure actions (20% issuance, reverse split) approved; while not director-specific, they signal financing needs and potential dilution; continued stringent audit oversight remains important – –.
-
Conflicts:
- No related-party transactions involving Priya disclosed under Item 404(a); continued adherence to pre-approval via Audit Committee policy mitigates risk .