Rishi Bajaj
About Rishi Bajaj
Rishi Bajaj was appointed as a non-employee director of Digimarc Corporation on July 27, 2025, pursuant to a Cooperation Agreement between Digimarc and Altai Capital Management, L.P., where he is Founder & CIO; his initial term runs until the 2026 annual meeting, and he will enter the company’s standard indemnification and non-employee director compensation programs . Bajaj concurrently serves as CEO of ContextLogic Inc. (NASDAQ: LOGC) and has extensive investment and board experience in technology; no Item 404 related-party transactions were disclosed in connection with his appointment . Age and education were not disclosed in company filings.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| MobileIron, Inc. (NASDAQ: MOBL, formerly) | Director | Not disclosed | Strategy Committee |
| ServiceSource International, Inc. (NASDAQ: SREV, formerly) | Director | Not disclosed | Compensation Committee |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Altai Capital Management, L.P. | Founder, CIO | ~15+ years (as described) | Leads investment strategy and operations |
| ContextLogic Inc. (NASDAQ: LOGC) | CEO; Director since 2023 | 2023–present | Previously Chairman; Compensation Committee; currently Transformation Committee |
Board Governance
- Appointment and term: Board size increased to eight; Bajaj appointed effective upon the Cooperation Agreement; term to the 2026 annual meeting .
- Independence and conflicts: Company disclosed no family relationships and no Item 404 related-party transactions tied to his appointment; Bajaj will be governed by the same policies and codes as other non-management directors and enter the standard indemnification agreement .
- Committee assignments: The Board agreed to in good faith consider Bajaj for committee membership in line with usual practices; specific committee assignments were not disclosed at appointment .
- Attendance: The 2024 Board attendance exceeded 75% for all directors; Bajaj joined mid-2025, so his attendance data is not yet disclosed .
- Standstill, voting, and confidentiality: The Cooperation Agreement includes non-disparagement, standstill, and confidentiality provisions; Bajaj/Altai agreed to vote with Board recommendations through the first day after the 2026 annual meeting (with limited exceptions if ISS and Glass Lewis both oppose the Board or for Extraordinary Transactions) .
- Anti-accumulation: Altai agreed not to acquire additional Digimarc securities during the agreement term without company authorization (subject to limited exceptions such as pro-rata distributions) .
Fixed Compensation
Digimarc’s non-employee director compensation program (Bajaj will participate per 8-K):
| Component | Amount / Terms | Vesting / Payment | Source |
|---|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly in arrears | |
| Chair retainers | $40,000 (Board Chair); $15,000 (Audit; Compensation & Talent; Governance & Sustainability Chairs) | Paid quarterly in arrears | |
| Initial restricted stock grant | ~$200,000 value | Vests 1/3 annually over 3 years | |
| Annual restricted stock grant | ~$100,000 value | Restrictions lapse ~1 year from grant | |
| Cash-for-equity election | 0%, 50%, or 100% of cash retainer paid in common stock (applies to chair retainers starting 2025) | Issued on same schedule as cash payments | |
| Reimbursement | Reasonable travel/communications/education expenses | As incurred | |
| Bajaj participation | Will enter standard non-employee director compensation arrangements | As above |
Performance Compensation
- Digimarc does not disclose performance-conditioned equity for directors; director equity is time-based restricted stock. No director-specific performance metrics (e.g., TSR hurdles) are disclosed for board grants .
Other Directorships & Interlocks
| Company | Relationship to DMRC | Potential Interlock / Conflict |
|---|---|---|
| ContextLogic Inc. (LOGC) | None disclosed | Concurrent public-company CEO role; monitor time commitments/conflicts; no DMRC-related transactions disclosed |
| Altai Capital Management, L.P. | Shareholder of DMRC | Cooperation Agreement governs voting/standstill; no Item 404 transactions disclosed |
| MobileIron; ServiceSource | Past boards | No current interlocks disclosed with DMRC business |
Expertise & Qualifications
- Financial/investment expertise and corporate transformation background, including public-company CEO perspective and technology-sector board experience; Digimarc cited his ability to add strategic value to “build the trust layer for the modern world” .
Equity Ownership
| Holder | Beneficial Ownership | Notes |
|---|---|---|
| Altai Capital Management, L.P. | 13.5% of DMRC shares as of April 17, 2024 | Per 2024 proxy; under the Cooperation Agreement, Altai agreed not to increase its stake during the term (subject to limited exceptions) |
| Rishi Bajaj (personal) | Not disclosed | Will receive director equity grants per the program; no personal Item 404 transactions disclosed |
Governance Assessment
- Positives
- Non-employee director with no related-party transactions disclosed; subject to Digimarc codes, insider trading, and related-party policies .
- Cooperation Agreement imposes standstill, non-disparagement, and confidentiality; voting alignment with Board (with limited exceptions) reduces near-term activism risk .
- Director stock ownership guidelines: 6x annual cash retainer with retention requirements (supports alignment) .
- Watch items / RED FLAGS
- Concurrent CEO role at ContextLogic may strain bandwidth or create perceived conflicts; monitor any future related-party transactions or business overlaps (none disclosed) .
- Altai is a significant shareholder; despite standstill, influence should be monitored; the agreement permits voting with ISS/Glass Lewis in some cases and discretion on Extraordinary Transactions .
- Committee assignments not yet disclosed; effectiveness will depend on committee placement and attendance once reported .
- Board context: Digimarc maintains independent committees (Audit; Compensation & Talent; Governance & Sustainability), robust risk oversight (including cybersecurity/AI governance) and strong board independence; 2024 attendance exceeded 75% for all directors .
Employment & Contracts (Director)
| Term / Provision | Detail | Source |
|---|---|---|
| Appointment date | July 27, 2025 | |
| Term | Through 2026 annual meeting | |
| Indemnification | Standard indemnification agreement for directors | |
| Cooperation Agreement | Standstill; non-disparagement; confidentiality; voting alignment; anti-accumulation | |
| Committee consideration | Board will in good faith consider Bajaj for committee membership per usual practices |
Director Compensation Program Reference
| Element | 2024–2025 Parameters | Source |
|---|---|---|
| Annual cash retainer | $50,000 | |
| Chair retainers | $40,000 (Board); $15,000 (Audit/Comp/Gov) | |
| Annual equity (continuing director) | ~$100,000 restricted stock | |
| Initial equity (new director) | ~$200,000 restricted stock | |
| Cash-for-equity election | 0%, 50%, 100% of cash retainer (chair retainers included from 2025) |
Say-on-Pay & Shareholder Feedback (Context for Governance Quality)
- 2024 say‑on‑pay received over 92% support, reflecting investor approval of pay-for-performance changes; board committees encourage stakeholder feedback and maintain clawbacks and stock ownership guidelines .
Related Party Transactions & Conflicts
- The Governance, Nominating, and Sustainability Committee reviews related-party transactions; no transactions involving Bajaj were required to be reported under Item 404(a) at appointment .
Notes
- Items such as age, education, attendance after appointment, and specific committee assignments are not yet disclosed in company filings; they should be reassessed after Digimarc’s next proxy or relevant 8-K updates.