Ashok Mishra
About Ashok Mishra
Ashok Mishra is Executive Vice President and Chief Operating Officer at Innodata, serving in this role since January 2007; he is 70 years old. He holds a B.Tech in Mechanical Engineering from Pantnagar University (1976), Component Manufacturing Technical Training from Alcatel France (1985), and completed a condensed MBA course at IIM Bangalore (1995) . Company performance context: total shareholder return (TSR) based on a fixed $100 investment rose to $745.66 in 2024 (from $56.04 in 2022 and $153.58 in 2023), with net income of $28.66M in 2024 following losses in 2022–2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innodata Inc. | Executive Vice President & Chief Operating Officer | Jan 2007–present | Operations leadership |
| Innodata Inc. | Senior Vice President | May 2004–Dec 2006 | Senior operations leadership |
| Innodata Inc. | Vice President, Project Delivery | Oct 2001–Apr 2004 | Project delivery oversight |
| Innodata Inc. | Assistant Vice President, Project Delivery | Nov 2000–Sep 2001 | Project delivery |
| Innodata Inc. (India operations) | General Manager & Head of Facility | 1997–Oct 2000 | India facility leadership |
Fixed Compensation
Multi-year compensation summary for Ashok Mishra:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 375,000 | 400,000 | 415,000 |
| Bonus ($) | 200,000 | 300,000 | 1,000,000 |
| Stock Awards ($) | — | — | 2,580,600 |
| Option Awards ($) | 1,454,228 | — | 2,592,800 |
| All Other Compensation ($) | — | — | 11,400 |
| Total ($) | 2,029,228 | 700,000 | 6,599,800 |
Base salary changes:
| Metric | 2024 | 2025 (effective Apr 1) |
|---|---|---|
| Base Salary ($) | 420,000 | 441,000 |
Notes:
- The $1.0M FY2024 bonus was awarded in March 2025 based on company performance and Mishra’s individual contributions .
- All other compensation in FY2024 was for an employer-provided apartment rental (Nov–Dec 2024) .
Performance Compensation
Cash incentives and equity awards structure:
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary based on corporate financial goals and individual accomplishments/contributions | Not disclosed | Not disclosed | $1,000,000 for FY2024 (awarded Mar 2025) | N/A |
| Stock Options (Dec 20, 2024 grant) | Time-based | N/A | N/A | 80,000 options, exercise price $43.01 | 3 equal tranches on 12/20/2025, 12/20/2026, 12/20/2027; 10-year term |
| RSUs (Dec 20, 2024 grant) | Time-based | N/A | N/A | 60,000 RSUs | 3 equal tranches on 12/20/2025, 12/20/2026, 12/20/2027 |
Committee approach:
- Stock-based grants are used to align interests with shareholders; grant size/value is not directly tied to company performance and has no preset formula .
Detailed vesting schedules and terms:
| Grant Date | Award Type | Quantity (#) | Strike/Grant Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Mar 10, 2022 | Options | 416,632 | 4.99 | 100% vests on Jan 1, 2025 | 3/9/2032 |
| Oct 7, 2022 | Options | 100,000 | 3.41 | 3 equal tranches on 10/7/2023, 10/7/2024, 10/7/2025 | 10/6/2032 |
| Dec 20, 2024 | Options | 80,000 | 43.01 | 3 equal tranches on 12/20/2025, 12/20/2026, 12/20/2027 | 12/19/2034 |
| Dec 20, 2024 | RSUs | 60,000 | Grant-date price $43.01 | 3 equal tranches on 12/20/2025, 12/20/2026, 12/20/2027 | N/A |
Equity Ownership & Alignment
Ownership snapshot and outstanding awards:
| Metric | Value |
|---|---|
| Beneficial Ownership (as of Apr 15, 2025) | 521,315 shares |
| Percent of Class | 1.6% |
| Currently Exercisable Options | 461,315 |
| RSUs (included in beneficial ownership) | 60,000 |
| Company Policy on Hedging/Pledging | Hedging, short sales, margin accounts, and pledging prohibited |
Outstanding equity at FY-end 2024:
| Metric | Value |
|---|---|
| Exercisable Options (#) | 93,333 |
| Unexercisable Options (#) | 529,966 |
| Unvested RSUs (#) | 60,000 |
| Market Value of Unvested RSUs ($) | 2,371,200 (based on $39.52 at 12/31/2024) |
Upcoming potential selling pressure dates (time-based vesting events):
- 1/1/2025: 416,632 options from Mar 10, 2022 vest fully .
- 10/7/2025: Final tranche of 2022 options (100,000 total grant) vests; remaining 33,334 unexercisable at year-end 2024 .
- 12/20/2025, 12/20/2026, 12/20/2027: RSUs (60,000 total) and 2024 options (80,000 total) vest in equal tranches .
Stock ownership guidelines: Not disclosed in the proxy .
Employment Terms
Key contract and severance provisions:
| Term | Details |
|---|---|
| Agreement effective date and structure | Three-year agreement effective Jan 1, 2007; auto-renews annually unless non-renewal notice by June 30 or a new agreement is executed . Amended Aug 2018 to provide joint employment by the Company and a wholly-owned subsidiary . |
| Base salary clause | Initial agreement provided $175,000 per annum with discretionary annual reviews and incentive compensation eligibility . |
| Recent base salary levels | $400,000 (Apr 2022–Apr 2024), $420,000 (Apr 2024), $441,000 (effective Apr 1, 2025) . |
| Severance – termination without cause or resignation with good reason | 12 months of base salary, any earned but unpaid incentive compensation, and payment for up to six weeks of accrued but unused vacation; conditioned on separation agreement, general release, and restrictive covenants . |
| Death | Base salary through date of termination, any earned but unpaid incentive compensation, and up to six weeks accrued but unused vacation . |
| Disability | Base salary for 90 days post-termination, any earned but unpaid incentive compensation, and up to six weeks accrued but unused vacation . |
| Termination for cause | Base salary through date of termination and up to six weeks accrued but unused vacation . |
| Non-compete | 12 months post-termination . |
| Non-solicit (customers and employees) | 24 months post-termination . |
| Estimated payments (year-end 2024 assumptions) | Termination without cause: $415,000 cash compensation; welfare benefits $15,385; aggregate $430,385 . Disability: $103,750 cash; welfare benefits $15,385; aggregate $119,135 . |
| Change-of-control terms for Mishra | No enhanced change-of-control multiple disclosed for Mishra; potential payments table does not include a change-of-control scenario for him . |
Insider trading policy and alignment:
- Anti-hedging, short sales, margin accounts, and pledging of company securities are prohibited, reducing misalignment risks from pledging .
Compensation Peer Group (Benchmarking)
- The Compensation Committee engaged Frederic W. Cook & Co., Inc. in Oct 2023 and re-engaged Jun–Dec 2024; a peer group of 18 publicly traded companies was selected and approved for competitive benchmarking (e.g., American Software, Applied Digital, Asure Software, BigBear.ai, BlackSky, Brightcove, Digimarc, Franklin Covey, ISG, OneSpan, OptimizeRx, Red Violet, Rekor Systems, Smith Micro, SoundThinking, Spire Global, Augmedix, DarioHealth) .
Say-on-Pay & Shareholder Feedback
- 2023 NEO compensation received 92% approval at the June 2024 annual meeting; committee incorporated feedback when determining 2024 compensation .
Investment Implications
- Alignment and skin-in-the-game: Mishra beneficially owns 521,315 shares (1.6% of outstanding), including 461,315 currently exercisable options and 60,000 RSUs; company bans pledging/margin accounts, which supports alignment and reduces collateral risk .
- Upcoming vesting events may create supply: Large option/RSU tranches vest on Jan 1, 2025; Oct 7, 2025; and each Dec 20 from 2025–2027, which could lead to insider selling pressure around these dates absent blackout restrictions .
- Pay-for-performance structure: Cash bonuses are discretionary and equity grants are not directly tied to company performance; this reduces formulaic pay-for-performance link and places emphasis on committee judgment, though TSR surged in 2024 alongside improved net income .
- Retention and separation economics: Severance is relatively modest versus CEO terms (12 months base salary for Mishra upon termination without cause/good reason), with strong restrictive covenants (12-month non-compete; 24-month non-solicit), indicating manageable retention risk but meaningful post-termination protections .
- Governance signals: High say-on-pay support (92%) and use of an independent compensation consultant with peer benchmarking help mitigate pay inflation risk and support program credibility .