Mohanjit Jolly

About Mohanjit Jolly

Independent director (Class III) of Vyome Holdings, Inc. (HIND), age 55, serving on the Board since August 2025; previously a director of Vyome Therapeutics, Inc. since January 2019 . Background spans 20+ years investing in US–India tech companies, including partner roles in Silicon Valley and India; MBA (UCLA Anderson) and BS/MS in Aeronautics & Astronautics (MIT) . Designated to the Board under merger-related governance provisions, and determined by the Board to be independent under SEC and Nasdaq rules; qualifies as an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Independence: Board determined Jolly is independent under SEC/Nasdaq listing rules .
• Committee assignments:
  • Audit Committee: Chair; financial literacy and sophistication; designated “audit committee financial expert” .
  • Compensation Committee: Chair .
  • Nominating & Governance Committee: Member .
  • AI Committee: Member; remit includes AI strategy, data governance, compliance, partnerships, ROI tracking .
• Attendance and engagement: Each director attended at least 75% of Board and applicable committee meetings; non-employee directors meet in executive session at each regular Board meeting .
• Board composition context: Post-merger, directors designated by specific stakeholders; Jolly designated under provisions tied to Shiladitya Sengupta .

Fixed Compensation

• Post-merger director compensation plan: Not yet approved by the Board; reimbursement for reasonable travel and meeting expenses; employee-directors receive no additional director pay .
• 2024 director fee levels were for the pre-merger board and do not apply to Jolly’s current tenure; no current retainer amounts disclosed for 2025+ .

Performance Compensation

• Equity plan architecture: 2025 Equity Incentive Plan provides options, RSUs, performance share awards, SARs; total share reserve 2,000,000 plus annual increases up to the least of 15% FDSO, 250,000 shares, or a lesser Board-determined amount; non-employee director total value cap $3,000,000 per fiscal year (grant-date fair value plus cash fees) .
• Change-in-control terms: Unless otherwise specified in award agreements, single-trigger full acceleration of options/RSUs upon change in control; plan administrator may cancel awards and pay value based on deal price; options/SARs at/above deal price may be canceled without consideration .
• Performance metrics: Plan enables Committee-defined metrics and periods for performance share awards, but no specific director performance metrics or grants disclosed for Jolly .

Other Directorships & Interlocks

• Significant shareholder linkage: Jolly is a general partner of Iron Pillar Fund I Ltd., which beneficially owns 454,456 HIND shares (8.27%); his personal beneficial ownership is attributed through Iron Pillar .
• Related party transactions: No Item 404 related-party transactions disclosed for Jolly; Audit Committee reviews/approves related person transactions .

Expertise & Qualifications

• Financial oversight: Audit chair and “financial expert” per SEC; experience spans investment banking, governance across tech and healthcare portfolios .
• Technology/AI domain: Extensive AI investment track record (Uniphore, Ushur, CoreStack, etc.); member of Board AI Committee overseeing AI strategy and governance .
• Education: MBA (UCLA Anderson); BS/MS (MIT Aeronautics & Astronautics) .

Equity Ownership

• Anti-hedging/pledging: Company policy prohibits pledging and restricts hedging; pre-clearance required for any hedging transactions .
• Vested/unvested, options: Ownership disclosures show common shares via Iron Pillar, no HIND options disclosed for Jolly; other directors have options per table, but none reported for Jolly .

Governance Assessment

• Strengths
  • Independent director with deep financial expertise; chairs Audit and Compensation, underpinning robust oversight of reporting and pay .
  • Documented executive sessions each regular meeting bolster independent oversight culture .
  • Anti-hedging/anti-pledging policies align with investor-protection norms .
• Watch items / RED FLAGS
  • Single-trigger full acceleration of equity on change-in-control can weaken pay-for-performance alignment and create sale incentives misaligned with long-term value .
  • Significant shareholder interlock: Jolly’s role as GP of Iron Pillar alongside Iron Pillar’s 8.27% stake may raise perceived conflicts (dual fiduciary to fund vs. all shareholders), though Board affirms independence; monitor related party dealings and recusal practices .
  • Post-merger director compensation framework remains unset; absence of disclosed equity grants and ownership guidelines for directors limits assessment of alignment and target positioning .
• Additional context
  • Advisory vote on executive compensation (say-on-pay) scheduled annually; results for 2025 to be filed on Form 8-K within four business days post-Meeting, offering sentiment on compensation governance .

Overall, Jolly’s dual chair roles and “financial expert” status support Board effectiveness; the fund-affiliation interlock and single-trigger CoC acceleration are the primary governance risks to monitor, alongside the need for a clear director pay framework going forward .