Rajan Naik
About Rajan Naik
Rajan Naik, Ph.D. (age 53), has served as an independent Class III director of Evolv Technologies Holdings, Inc. since November 2023. He is Chief Strategy Officer at Motorola Solutions (since 2016), previously served as Chief Strategy Officer at AMD, and was a partner in McKinsey’s technology practice. He has been a director of CSG Systems International Inc. (NASDAQ: CSG) since August 2018 and holds a B.S. in Engineering from Cornell and a Ph.D. in Engineering from MIT. The Board has determined he is independent under Nasdaq rules, notwithstanding Evolv’s OEM partnership with Motorola Solutions and his designation as Motorola’s director designee. The Board concluded he has no direct involvement or material interest in the MSI relationship and that it does not impair his independent judgment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Motorola Solutions, Inc. | Chief Strategy Officer | 2016–present | Leads corporate strategy, M&A, ventures, and competitive/market intelligence; led 40+ acquisitions across physical safety/security ecosystems |
| Advanced Micro Devices (AMD) | Chief Strategy Officer | Not disclosed (prior to MSI) | Strategy leadership |
| McKinsey & Company | Partner, Technology Practice | Not disclosed (prior to AMD) | Advised on complex strategy/technology issues |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| CSG Systems International Inc. (NASDAQ: CSG) | Director | Aug 2018 | Current public company directorship |
Board Governance
- Committee assignments: Not currently listed as a member of Audit, Compensation, Nominating & Governance, or Investment committees based on the committee roster; chairs and members are named and do not include Naik .
- Independence: Board determined Naik is independent under Nasdaq rules after considering Evolv’s OEM partnership with Motorola Solutions and his status as Motorola’s director designee; Board found no direct involvement or material interest that would impair independence .
- Attendance: In 2024 each director attended at least 75% of Board and applicable committee meetings (24 Board meetings held) .
- Board structure: Independent Chair (Neil Glat) and majority independent Board; 100% independent key committees .
Fixed Compensation
Program terms for non-employee directors:
| Component | Amount | Details |
|---|---|---|
| Board retainer (cash) | $40,000 | Paid quarterly in arrears |
| Chair of Board | $40,000 | Additional to member retainer |
| Audit Chair / Member | $20,000 / $8,000 | Additional retainers |
| Compensation Chair / Member | $12,000 / $5,000 | Additional retainers |
| Nominating Chair / Member | $10,000 / $5,000 | Additional retainers |
| Investment Chair / Member | $10,000 / $5,000 | Additional retainers |
Naik’s 2024 actual director compensation:
| Director | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Rajan Naik | — | — | — |
Note: Mr. Naik waived compensation for his role as a non-employee director in 2024 .
Performance Compensation
- Annual equity: Standard program provides an annual RSU grant valued at $155,000, vesting at the earlier of one year or the day before the next annual meeting, with change-in-control vesting acceleration; prorated RSUs for mid-year appointees .
- Director performance metrics: None disclosed for directors; RSU awards are service-based, not performance-based .
| Performance Metric | Weight | Threshold/Target/Max | 2024 Outcome |
|---|---|---|---|
| Not applicable to directors | — | — | No director performance metrics; time-based RSUs only |
Other Directorships & Interlocks
| Entity | Relationship to Naik/EVLV | Interlock/Exposure |
|---|---|---|
| Motorola Solutions, Inc. (MSI) | Naik is CSO; MSI has an OEM partnership with Evolv; Naik is MSI’s director designee to Evolv’s Board | Potential conflict risk managed via independence assessment; Board found independence given no direct involvement/material interest |
| EVLV Management ties to MSI | EVLV CEO John Kedzierski is a former MSI SVP; EVLV CFO Chris Kutsor spent ~25 years at MSI; EVLV CRO Robert Marshall spent 20+ years at MSI | Information flow/network density across EVLV and MSI; governance oversight needed on related-party posture |
Expertise & Qualifications
- Strategic and M&A expertise (40+ acquisitions in physical safety/security), venture investing oversight, and market/competitive intelligence leadership .
- Technical credentials: B.S. Engineering (Cornell) and Ph.D. Engineering (MIT) .
- Public company board experience: Director at CSG Systems since Aug 2018 .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (EVLV Class A) | 0 shares reported for Naik as of April 21, 2025 (denoted “—”; <1%) |
| Shares outstanding basis | 163,470,325 Class A shares as of April 21, 2025 |
| Ownership as % of outstanding | ~0.0% |
| Vested vs. unvested | Not applicable; no EVLV equity reported; he waived 2024 director comp/RSUs |
| Pledging/Hedging | Company policy prohibits hedging and pledging by directors |
| Director stock ownership guidelines | 5x annual cash retainer within 5 years of election; compliance required thereafter |
| Compliance status | As of April 21, 2025, each non-employee director either complies or has time remaining to comply under the guidelines |
Governance Assessment
-
Strengths
- Board affirmed Naik’s independence despite MSI ties, citing no direct involvement/material interest in the OEM relationship; this addresses a primary conflict concern .
- Relevant domain expertise (strategy, M&A, safety/security ecosystem) and current public board seat (CSG) bolster board effectiveness .
- Strong governance enhancements in 2024–2025 (independent Chair; committee independence; new director stock ownership guidelines; enhanced clawbacks) support investor confidence .
-
Watch items / mitigants
- RED FLAG: Related-party exposure via MSI OEM partnership and Naik’s status as MSI designee; requires continued recusal/oversight on MSI-related matters despite Board’s independence conclusion .
- RED FLAG: Zero reported EVLV share ownership as of April 21, 2025; while he waived 2024 compensation, low “skin-in-the-game” persists until ownership guidelines are met within the 5-year window .
- Not currently on standing committees, limiting direct committee-level oversight influence (Audit/Comp/NomGov/Investment) –.
- Company-level risk context: 2024 restatement and investigation; Board cites remedial governance and control actions, expanded clawback policy, and leadership refresh as mitigants –.
-
Engagement/attendance
- Board met 24 times in 2024; each director (including Naik for period served) attended ≥75% of meetings, indicating engagement .
-
Compensation alignment signals
- Director program is modest and equity-heavy (annual $155k RSU), but Naik waived 2024 compensation entirely; stock ownership guidelines (5x retainer in 5 years) provide future alignment guardrails –.
-
Shareholder responsiveness
- Following a 78% say-on-pay result, the Board/Comp Committee added performance-based MSUs for executives, sharpened STI disclosure/metrics, and enhanced governance—positive signal of responsiveness (company-wide) .
Overall, Naik brings high-relevance strategy/M&A expertise and external board experience. The key governance risk centers on MSI interlocks; the Board’s independence determination, related-person transaction policy, and anti-hedging/pledging rules are important mitigants, but ongoing monitoring of MSI-related matters and progress toward ownership guidelines will be critical to investor confidence –.