Stash Pomichter

About Stash Pomichter

Stash (Stanley D. Pomichter III) is an independent Class I director of Vyome Holdings, Inc. (HIND) since August 2025; he is age 25 and brings engineering, operating, and early‑stage investing experience focused on AI in healthcare and frontier industries. He is a Venture Partner at REMUS Capital; co‑founder and board director at Oculo Inc. and Mach Industries Inc.; and has served as a board observer at Allurion Technologies (NYSE: ALUR) and Presto Automation; he studied Electrical Engineering & Computer Science at MIT before leaving to pursue entrepreneurship, spending the past nine years building science‑backed MIT spinouts . The board has determined he is independent under SEC and Nasdaq rules and nominated him for re‑election to serve until the 2028 annual meeting .

Past Roles

External Roles

Board Governance

• Independence and board service: The board determined Pomichter is an “independent director” under SEC and Nasdaq rules; he has served since August 2025 and is a Class I nominee through 2028 .
• Attendance: Each director attended at least 75% of aggregate board and committee meetings in 2024; board holds executive sessions of non‑employee directors at each regular meeting .
• Committee assignments:
  • Nominating & Governance Committee: Member; Chair is Krishna K. Gupta .
  • Artificial Intelligence (AI) Committee: Member (with Krishna K. Gupta and Mohanjit Jolly) .
  • Audit Committee: Not a member (members are Jolly (Chair), Gupta, Tincoff) .
  • Compensation Committee: Not a member (members are Jolly (Chair), Gupta, Tincoff) .

Fixed Compensation

• Post‑merger status: The board has not yet approved a formal compensation plan for non‑employee directors; reimbursement for reasonable travel/meeting expenses applies .
• Legacy (pre‑merger 2024) board fee schedule (for context; Pomichter joined in 2025): $35,000 annual board retainer; committee retainers: Audit member $8,000, Compensation $5,000, Nominating & Governance $4,500; committee chairs: Audit $17,500, Compensation $10,000, N&G $9,000; lead director $15,000 .

Performance Compensation

• Director equity: An S‑8 reoffer prospectus lists Pomichter with 17,833 shares underlying stock options issued under the plan that are fully vested (beneficially owned prior to offering; less than 1% of OS) .
• Change‑in‑control terms (plan‑level): Unless otherwise provided in award agreements, on a change in control, all outstanding options and RSUs vest 100% (single‑trigger acceleration) and may be cashed out; options with exercise price ≥ deal price may be cancelled without consideration .

Other Directorships & Interlocks

Expertise & Qualifications

• AI and technical background: Focused on AI applications in healthcare and frontier sectors; technical founder experience across healthcare and defense; hands‑on company building; aligns with membership on HIND’s AI Committee .
• Education: Studied EECS at MIT (did not complete degree) .

Equity Ownership

• Insider filings: Initial Form 3 (event date 08/15/2025; filed 11/19/2025) reported no securities beneficially owned at appointment; subsequent S‑8 shows fully vested options by 11/10/2025 (timing likely reflects post‑appointment awards) .
• Anti‑hedging/pledging: Policy restricts hedging (pre‑clearance required) and prohibits holding company securities in margin accounts or pledging as collateral .

Governance Assessment

• Independence and committee work: Independent director serving on Nominating & Governance and AI Committees; not on Audit or Compensation. Attendance disclosure indicates 75%+ participation at board/committee level, supporting baseline engagement .
• Ownership alignment: As of the proxy/S‑8, holdings consist of fully vested options representing <1%; no direct common stock reported; Form 3 initially showed no holdings at appointment. Fully vested status reduces retention incentives versus time‑based vesting; ownership level is low vs. typical alignment guidelines (no guidelines disclosed) .
• Change‑in‑control risk: Plan provides single‑trigger 100% acceleration for options/RSUs, which can misalign director incentives around transactional outcomes if not tailored in award agreements .
• Potential conflicts/interlocks: Board composition embeds designation rights for KKG Enterprises LLC (named designee includes Pomichter) and includes multiple directors affiliated with REMUS Capital (Gupta, Tincoff), increasing the need for robust conflicts oversight via Nominating/Governance and Audit Committees; Audit Committee is charged with related‑party review .
• Related‑party transactions: No Pomichter‑specific related‑party transactions disclosed; the proxy lists a consulting agreement for director Shiladitya Sengupta; Audit Committee oversees such matters .
• Disclosure/compliance signals: Anti‑hedging/pledging policy in place; board committees reconstituted post‑merger; directors deemed independent under Nasdaq/SEC standards; preliminary/definitive voting results to be disclosed via 8‑K after the annual meeting .

RED FLAGS / Watch items:

• Single‑trigger CIC acceleration on director awards unless modified by agreement .
• Concentrated nomination rights (KKG Enterprises LLC) and multiple directors with REMUS affiliations warrant scrutiny of potential information flow and conflicts management .
• Low ownership and fully vested options reduce at‑risk alignment; monitor for adoption of post‑merger director compensation/ownership guidelines .