Jainal Bhuiyan

About Jainal Bhuiyan

Independent director of Healthcare Triangle, Inc. (HCTI); Senior Managing Director in investment banking at Paulson Investment Company with ~18 years of healthcare capital markets experience and FINRA Series 7/63/79 licenses; previously partner and co‑founder at HRA Capital (founded 2012) with $3B+ advised transactions. Age 42 as of Feb 24, 2025; current director nominee in HCTI’s March and October 2025 proxies, and identified as independent by the Board .

Past Roles

External Roles

No other public company directorships disclosed in HCTI filings .

Board Governance

• Independence: Board determined Bhuiyan is independent under Nasdaq Rule 5605(b)(1) .
• Committees: Audit Committee member; Nominating & Corporate Governance Committee Chair; not listed on Compensation Committee in 2024/2025 (was a member in 2023) .
• Audit Committee financial expert: Ronald McClurg designated; Bhuiyan not designated as financial expert in latest filings .
• Board and committee engagement: Board held 4 regular meetings in 2024; 5 in 2025 YTD; each director attended ≥75% of Board and relevant committee meetings in 2024; committees met (2024) Audit 4, Compensation 1, Nominating 1 .

Committee Assignments and Roles

Fixed Compensation

Director compensation (FY 2024):

Notes:

• Meeting fees and committee chair/membership fees are not separately disclosed; only aggregate cash and option values reported for FY 2024 .
• HCTI is an Emerging Growth Company (EGC) and does not hold advisory say‑on‑pay votes; disclosure scope is reduced .

Performance Compensation

No director performance‑based pay metrics disclosed; director equity in FY 2024 was options with reported fair value (no PSU/RSU metrics or vesting conditions disclosed for directors) .

Director Equity Awards (FY 2024)

Other Directorships & Interlocks

• No public company boards disclosed for Bhuiyan beyond HCTI .
• No disclosed interlocks with HCTI’s major customers/suppliers specific to Bhuiyan; company‑level related‑party exposure exists with SecureKloud (see Governance Assessment) .

Expertise & Qualifications

• Investment banking leadership; extensive healthcare capital markets advisory; FINRA Series 7/63/79 licenses .
• Governance experience as Chair of Nominating & Corporate Governance Committee .

Equity Ownership

As of March 31, 2025, beneficial ownership reported as:

Notes:

• “*” indicates less than 1% .
• Insider trading policy prohibits short‑term trading/short sales, and requires prior approval for pledging company securities; hedging transactions require prior approval .
• Company adopted a clawback policy effective Nov 29, 2023 (scope not detailed in filings excerpt) .

Governance Assessment

• Board structure and engagement: Bhuiyan is independent and chairs Nominating & Corporate Governance; serves on Audit Committee; directors met attendance expectations (≥75%) in 2024—positive for engagement and oversight .
• Controlled company and voting structure risk: SecureKloud owns ~45% of common stock; Series A Super Voting Preferred carries 1,000 votes per share, creating concentrated voting power—investor protection risk elevated; this is an overarching governance concern requiring strong independent oversight by committees led by Bhuiyan .
• Related‑party exposure: Material related‑party arrangements with SecureKloud for services and sublease; dependence disclosed—Audit Committee (including Bhuiyan) is responsible for reviewing related‑party transactions .
• Internal controls and going concern: Company disclosed material weaknesses in internal control over financial reporting and going concern doubt; as Audit Committee member and Nominating Chair, Bhuiyan’s effectiveness will be judged by remediation and governance strengthening—red flags for investor confidence until addressed .
• Capital actions and dilution risk: Special meeting sought approval for significant future issuances under Nasdaq Rule 5635(d) with up to $70M and parameters including discounts up to 80%; private placement of ~$15.2M in Feb 2025; oversight of shareholder dilution and financing terms is critical—signals heightened capital needs and governance scrutiny .
• Nasdaq compliance and bid‑price risk: Board authorized potential reverse split to regain compliance; ongoing listing risk increases governance demands on independent directors .

RED FLAGS

• Concentrated control (SecureKloud + super‑voting preferred) elevates minority shareholder risk .
• Material weaknesses in internal controls and going concern disclosure .
• Significant related‑party transactions and operational dependence on SecureKloud, requiring vigilant Audit Committee oversight .
• Shareholder dilution risks from large authorized future issuances and recent capital raises .

Mitigating Signals

• Board has majority independent directors; Bhuiyan chairs governance committee and serves on audit, with attendance expectations met—framework exists to address risks .
• Adoption of clawback policy and formal committee charters for oversight .

Notes on Missing Disclosures

• No Form 4 transactions for Bhuiyan were identified within the provided filings; insider trading history not disclosed in the excerpts above.
• No director‑specific stock ownership guidelines or compliance status disclosed for Bhuiyan in filings reviewed .
• Severance/change‑of‑control terms apply to executives; no director severance provisions disclosed for Bhuiyan in filings reviewed .