Sanjay Shrestha
About Sanjay Shrestha
Sanjay Shrestha (age 51) has served as an independent director of Health In Tech, Inc. (HIT) since April 2025. He is President at Plug Power, Inc. (Nasdaq: PLUG) since April 2019, with prior roles spanning renewables investment banking and equity research, and holds a B.S. in Business from the College of St. Rose (1997) . The board has determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Plug Power, Inc. | President | Apr 2019 – Present | Led growth and value creation as PLUG advances leadership in green hydrogen |
| Sky Capital America | President | 2015 – 2019 | Led international solar project construction (Americas, Japan) |
| FBR Capital Markets | Head of Renewables Investment Banking | 2013 – 2015 | Helped establish firm as leading underwriter in renewables |
| Lazard Capital Markets | Global Head of Renewables Research | 2007 – 2013 | Named to Institutional Investor All America Research team |
| First Albany Capital | Managing Director (Renewables/Industrial Research) | 2000 – 2007 | Built renewables and industrial research practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fusemachines | Independent Director | 2014 – Present | AI company anticipated to go public via de-SPAC in 2025 |
| Plug Power, Inc. | President (executive role) | Apr 2019 – Present | Public-company executive role; not disclosed as a directorship |
Board Governance
- Board size: 6 directors; Shrestha is one of four non-employee directors; the board deems all directors independent except CEO Tim Johnson and CFO Julia Qian .
- Committees: Member, Audit; Compensation; Nominating & Corporate Governance. Chairs: Audit (Timothy Hayes), Compensation (Chike Umemezia), Nominating (William Howard). Shrestha serves on all three but is not chair .
- Committee responsibilities: Audit oversees financial reporting, auditor independence, related-party approvals, legal/compliance matters ; Compensation reviews CEO goals/pay, executive comp plans, equity plans, adviser independence ; Nominating oversees director selection, governance guidelines, annual board/committee self-evaluations .
- Board meetings and attendance: No board meetings were held in 2024 due to the December 24, 2024 IPO; 2025 attendance is not disclosed in this proxy .
- Indemnification: HIT entered indemnification agreements with each director in Dec 2024, providing for advancement and broad indemnification to the fullest extent under Nevada law .
- Clawback and trading rules: Executive clawback policy for incentive pay (Section 10D/Nasdaq) ; insider trading policy prohibits margining/pledging, short sales, and derivatives; allows 10b5-1 plans .
Committee Assignments
| Committee | Role | Chair |
|---|---|---|
| Audit | Member | Timothy Hayes |
| Compensation | Member | Chike Umemezia |
| Nominating & Governance | Member | William Howard |
Fixed Compensation
| Component | Amount | Structure/Timing |
|---|---|---|
| Annual Board Retainer (Cash) | $40,000 | Paid at end of each quarter |
| Annual Board Retainer (Restricted Stock) | $80,000 | RS vest after one year of board service; grants at annual meeting; prorated for new directors |
| Committee Chair Fees | Audit Chair: $20,000; Compensation Chair: $10,000; Nominating Chair: $10,000 | Paid quarterly |
| Director Expenses | Reimbursement of travel/food/lodging for board service | As incurred |
Note: No compensation was paid to non-employee directors in fiscal 2024 (pre-IPO) .
Performance Compensation
| Equity Vehicle | Applicability to Directors | Vesting/Metrics | Source |
|---|---|---|---|
| Restricted Stock | Yes (annual director grant) | Service-based vesting after one year; no specific performance metrics disclosed | |
| RSUs, PSUs, Options, SARs | Available under 2024 Plan to directors (except ISOs limited to employees) | Plan supports performance goals for PSUs/Performance Shares, but specific director metrics not disclosed | |
| Change-in-Control Treatment | Committee may accelerate/cash-out/assume awards, or purchase for cash; rounding to whole shares | Discretionary actions around vesting/payment upon change-in-control |
Other Directorships & Interlocks
| Company | Role | Public/Private | Interlocks/Conflicts |
|---|---|---|---|
| Fusemachines | Independent Director | Anticipated de-SPAC in 2025 | No HIT-related transactions disclosed |
| Plug Power, Inc. | President (executive) | Public | No HIT-related transactions disclosed; industry unrelated to HIT’s insurance tech focus |
Expertise & Qualifications
- Deep experience in scaling platform businesses and emerging technologies; recognized renewables research leader (Institutional Investor All America) .
- Capital markets and transaction leadership (renewables IB underwriting; MD-level equity research) .
- Operational leadership in clean energy (Plug Power President) with global project development exposure (solar projects across Americas/Japan) .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | % Total Voting Power | Notes |
|---|---|---|---|---|---|---|
| Sanjay Shrestha | 128,474 | <1% | — | — | <1% | Includes 128,474 restricted shares |
Governance Assessment
- Alignment: Director pay is equity-weighted (67% equity via $80k RS vs $40k cash retainer), fostering ownership alignment; equity grants are service-vested, not performance-based for directors .
- Engagement: Serves on all three key committees (Audit, Compensation, Nominating), indicating broad governance involvement; committees are fully independent under Nasdaq; Audit has a designated financial expert (Hayes) .
- Independence: Board determined Shrestha independent; no related-party transactions or conflicts disclosed involving him; related-party reviews routed through Audit Committee and covered by formal policy .
- Protections & discipline: Robust indemnification; executive clawback; strict insider trading (no pledging/shorting/derivatives); permitted 10b5-1 plans for orderly trading .
RED FLAGS
- Time commitment risk: Full-time executive role (President, Plug Power) plus service on all three HIT board committees could strain bandwidth, though no attendance issues disclosed; 2025 attendance not reported in this proxy .
- No director performance metrics disclosed: Director equity is service-based; absence of disclosed performance-linked criteria may weaken pay-for-performance signaling at the board level .