John Tincoff
About John Tincoff
Independent director since August 2025; age 39; Partner at REMUS Capital since 2019 co-managing the firm and leading its industrial AI investing practice; earlier career in energy & industrials investment banking; B.S. in Political Economy from Georgetown University’s Walsh School of Foreign Service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| REMUS Capital | Partner; co-manages firm; leads industrial AI investing | 2019–present | Governance experience; mentors startups; board member/observer roles across portfolio |
| Sister firm to REMUS | Partner, strategic advisory to venture-backed tech companies (M&A, capital raising, partnerships) | Prior to REMUS | Advised founders/CEOs/boards on transactions and growth |
| Energy & Industrials Investment Banking | Analyst/Associate (not specified) | Early career | Transactional experience in financing/M&A |
External Roles
| Organization | Role | Tenure/Years | Notes |
|---|---|---|---|
| REMUS portfolio companies (5) | Director | Not disclosed | Led investments; governance experience |
| Various companies (>6) | Board observer | Not disclosed | Oversight roles across early/growth-stage firms |
| MIT Climate & Energy Prize (incubator/university lab) | Mentor | Not disclosed | Mentorship in climate/energy innovation |
Board Governance
- Independence: Board determined Tincoff is independent under SEC and Nasdaq rules .
- Committee assignments: Audit Committee (member); Compensation Committee (member); not on Nominating & Governance or AI committees .
- Attendance: Each director attended at least 75% of Board and committee meetings; non-employee directors hold executive sessions at each regular meeting .
- Board composition dynamics: Post-merger charter grants director designation rights to KKG Enterprises LLC (2 seats), Shiladitya Sengupta (2 seats), CEO (1 seat), and one non-employee director (initially Tincoff), with designation rights proportionate to voting power under listing rules .
| Committee | Role | Chair | Independence Noted |
|---|---|---|---|
| Audit Committee | Member | Mohanjit Jolly | Committee members independent; Jolly is “financial expert” |
| Compensation Committee | Member | Mohanjit Jolly | Committee members independent |
| Nominating & Governance | Not a member | Krishna K. Gupta | Members independent |
| AI Committee | Not a member | Not disclosed | Membership excludes Tincoff; focus on AI strategy |
Fixed Compensation
- Post-merger status: Board has not yet approved a formal compensation plan for non-employee directors; directors are reimbursed for reasonable travel and meeting expenses; employee-directors receive no additional director pay .
Performance Compensation
| Feature | Detail |
|---|---|
| Equity plan share reserve | 2,000,000 shares; annual increase from 2026 equal to least of 15% fully diluted shares, 250,000 shares, or lesser amount set by Board; unused prior-year increases remain available |
| Award types | ISOs, NSOs, SARs, Restricted Stock/RSUs, Performance Share Awards, Cash Awards, Other equity-based awards |
| Non-Employee Director cap | Max total value per fiscal year (cash fees + equity grant-date fair value) $3,000,000 per director |
| ISO limit | Up to 2,000,000 shares via ISOs in aggregate |
| Change-in-control (COC) | Unless otherwise provided, 100% acceleration of options/SARs vesting and restricted period lapse for RS/RSUs; plan administrator may cancel awards and pay value based on transaction price; underwater options/SARs may be canceled without consideration |
| Performance metrics tied to director pay | Not disclosed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Tincoff |
| Private/venture-backed boards | Director at five REMUS portfolio companies; board observer at >6 companies |
| Interlocks/potential conflicts | Board includes two REMUS-affiliated directors (Gupta—REMUS founder/Chair; Pomichter—REMUS venture partner) plus Tincoff (REMUS partner); KKG Enterprises LLC has designation rights; Tincoff serves on Audit and Compensation with Gupta and Jolly—heightened need for robust independence oversight |
Expertise & Qualifications
- Industrial AI investing leader; governance and board advisory across healthcare, energy, retail, agriculture, pharma, manufacturing .
- Transactional expertise: M&A, capital raising, strategic partnerships; prior energy/industrials investment banking .
- Education: B.S. in Political Economy, Georgetown University, Walsh School of Foreign Service .
- Mentorship: Startups/incubators including MIT Climate & Energy Prize .
Equity Ownership
| Holder | Shares/Units | Type/Status | Ownership % |
|---|---|---|---|
| John Tincoff | 17,832 | Fully vested stock options exercisable within 60 days (beneficially owned) | <1% (*) |
- Anti-hedging/pledging: Company policy prohibits pledging/margin accounts and requires pre-clearance of any hedging transactions (e.g., collars, forwards) by directors/officers/employees .
- Ownership guidelines: Not disclosed .
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY 2024) | Only late filings noted were a Form 3 by a >10% holder (Jan 16, 2024) and a Form 4 by Thomas Stankovich (Aug 13, 2024); Tincoff is not mentioned among late filers |
Governance Assessment
- Strengths: Independent status; dual service on Audit and Compensation committees; Board holds executive sessions without management; anti-hedging and anti-pledging policies reduce misalignment risk .
- Alignment: Beneficial ownership via vested, near-term exercisable options creates some equity linkage, albeit <1% of shares outstanding; Non-Employee Director compensation capped under the 2025 Plan limits pay inflation risk .
- Watch items/RED FLAGS: Venture interlocks—Tincoff (REMUS partner) serving alongside REMUS-affiliated directors (Gupta Chair; Pomichter director) plus KKG designation rights can create perceived influence concentration; requires vigilant committee independence, related-party oversight, and clear recusals where applicable . Post-merger director compensation plan not yet approved—lack of disclosed structure makes pay-for-performance and fee mix assessment incomplete .
- Broader control environment: Company experienced auditor changes in 2024–2025 and previously disclosed material weaknesses in ICFR; Audit Committee oversight (including Tincoff’s membership) is critical for investor confidence .