Sangita Shah
About Sangita Shah
Sangita Shah (age 59) has served on Forward Industries’ Board since February 2015 and is currently the Chairman. She is independent under Nasdaq rules, an Audit Committee Financial Expert, and previously served as Lead Director; her background includes senior roles at KPMG, Ernst & Young, Unilever, and Mars Inc., with extensive board experience across UK-listed companies and governance bodies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forward Industries (FORD) | Chairman; formerly Lead Director | 2015–present | Audit & Risk Committee Chair; Member – Compensation; Member – Nominating & Governance; Audit Committee Financial Expert designation |
| Forward Industries (FORD) | Acquisition Committee Chair | 2018 | Chaired newly referenced Acquisition Committee in 2018 |
| Forward Industries (FORD) | Audit Committee Chair; Committee member | 2016–2017 | Audit Chair; Compensation and Nominating member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kinovo PLC (FTSE: KINO) | Non-Executive Chairman | Current | UK specialist property services; safety/regulatory focus |
| Inspired PLC (FTSE: INSE) | Lead Director | Current | UK energy and sustainability advisor |
| RA International PLC (FTSE: RAI) | Non-Executive Chairman | Prior | Services to remote locations in Africa and Middle East |
| Ten Entertainment PLC (FTSE: TEN) | Board Director and Chair of ESG | Prior | UK entertainment centers |
| Quoted Companies Alliance | Board Director | Current | Represents >90% of small/mid-cap FTSE companies |
| Bilby PLC | Non-Executive Chairman | Prior | Listed UK company (earlier biography) |
| Global Reach Technology | Board Advisor | Prior/ongoing (advisor) | Fast Track WiFi company |
| Swindon Town Football Club | Director | Prior | UK football club (earlier biography) |
| Zypha Technologies Inc. | Non-Executive Director | Prior | Technology SME (earlier biography) |
Board Governance
- Committee assignments: Audit & Risk Committee Chair; Compensation Committee member; Nominating & Governance member. Independence affirmed for board and audit/comp committees; designated Audit Committee Financial Expert .
- Attendance: Directors attended >75% of applicable Board and Committee meetings annually; board meetings held: 2016 (5), 2018 (8), 2019 (4), 2020 (5), 2021 (5), 2022 (4), 2023 (7), ~2024 (approximately seven) .
- Leadership evolution: Previously Lead Director; currently serves as Chairman (appointed before the 2025 Annual Meeting record date) .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Chair/Membership Fees ($) | Notes |
|---|---|---|---|
| 2016 | 76,000 | Included committee chair/meeting fees prior to Q3 FY16 | Company previously paid $10,000 to each committee chair; meeting fees $500–$2,000 |
| 2017 | 65,000 | — | Shift to $35,000 cash + 50,000 shares starting Jan 1, 2018 (policy note) |
| 2019 | 70,000 | — | — |
| 2020 | 53,738 | — | — |
| 2021 | 52,500 | — | — |
| 2022 | 80,000 | — | Policy: $60,000 cash + $20,000 Lead Director supplement |
| 2023 | 80,000 | — | — |
| 2024 | 60,000 | — | — |
Performance Compensation
| Fiscal Year | Stock Awards ($) | Option Awards ($) | Structure / Metrics |
|---|---|---|---|
| 2016 | 51,450 | — | Stock awards; no performance metrics disclosed |
| 2017 | 37,450 | — | Stock awards; no performance metrics disclosed |
| 2019 | — | 93,900 | Options; ASC 718 grant-date fair value; no performance conditions disclosed |
| 2020 | — | 65,000 | Options; ASC 718 valuation |
| 2021 | — | — | No equity reported |
| 2022 | — | 80,000 | Quarterly issuances ($20k/quarter); half vested immediately, half after 1 year; subject to continued service; ASC 718 valuation |
| 2023 | — | 20,000 | Options; ASC 718 valuation; no performance metrics disclosed |
| 2024 | — | 40,000 | Options; ASC 718 valuation; no performance metrics disclosed |
| 2025 (Plan Amendment) | — | Options: 12,147 units | Options exercisable at $6.37 per share; exercisability subject to shareholder approval of 2021 Plan Amendment; “New Plan Benefits” table |
Performance metric table: No director-specific performance metrics (e.g., revenue, EBITDA, TSR, ESG goals) are disclosed for non-employee director compensation; equity awards are time-based with specified vesting (e.g., FY22 quarterly issuances with 50% immediate/50% 1-year vesting) .
Other Directorships & Interlocks
- Current/prior UK-listed board roles (Kinovo PLC, Inspired PLC, RA International PLC, Ten Entertainment PLC) and the Quoted Companies Alliance indicate strong governance network; no disclosed interlocks with Forward’s suppliers/customers in proxy statements .
- No related-party transactions disclosed involving Ms. Shah; oversight of related-party transactions falls under Nominating & Governance Committee remit (where she is a member) .
Expertise & Qualifications
- Audit Committee Financial Expert per SEC and Sarbanes-Oxley (technical accounting and controls) .
- Professional background: KPMG, Ernst & Young; and prior senior roles at Unilever and Mars Inc.; experience in seed/mezzanine financing and strategic investments in environmental/technology sectors .
- Board leadership credentials across multiple public companies and governance bodies (e.g., Chairman, Lead Director, ESG chair) .
Equity Ownership
| As-of (Record Date) | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| 2024 (FY2023 proxy) | 484,012 | 4.6% | Based on 10,061,185 shares outstanding; table includes vested options/warrants within 60 days |
| 2025 (Q2 2025 proxy) | 36,346 | 3.2% | Based on 1,125,998 shares; includes 25,233 vested stock options and shares held via an entity controlled by her and her husband |
| 2025 (Q3 2025 special proxy) | 60,355 | 3.4% | Based on 1,718,181 shares; includes 49,243 vested stock options and shares held via an entity she and her husband control |
No pledging or hedging of company stock is disclosed in the proxies; tables explicitly include only vested options/warrants within 60 days for beneficial ownership calculations .
Governance Assessment
- Strengths:
- Independent director with Audit Committee Financial Expert designation, long tenure since 2015; currently Chairman, providing continuity and governance oversight .
- Consistent committee engagement (Audit Chair; member of Compensation and Nominating & Governance); attendance above 75% across years; multi-year board/committee meeting cadence documented .
- Clear, time-based equity vesting for director awards; cash retainer supplemented by Lead Director premiums (historically), aligning tenure-based incentives without opaque performance metrics .
- Watch items:
- Multiple external chair/lead-director roles could create time-allocation risk; however, proxies do not indicate attendance or engagement shortfalls .
- Company history of related-party transactions (with former CEO/Chair Terence Wise and Forward China) required Special Committee approval; independence of directors emphasized—ongoing vigilance on conflicts and related-party oversight is prudent .
- Incremental option grants in FY2024 and the 2025 Plan Amendment increase equity exposure; terms are standard ASC 718; monitor dilution and alignment as option strike levels ($6.37) and vesting convert to realized value .
No director-specific conflicts, loans, or related-party transactions tied to Ms. Shah are disclosed in the proxies. Oversight of related-party transactions resides with the Nominating & Governance Committee, on which she serves .