Rahul Singhal
About Rahul Singhal
Rahul Singhal, age 51, was appointed President and Chief Revenue Officer of Innodata on November 5–6, 2025, after serving as Chief Product Officer since January 2019 and Chief Revenue Officer since January 2022 . He holds a B.E. in Mechanical Engineering from the College of Engineering, Pune (1995) and an MBA from McGill University (2000) . Company performance context: Innodata’s Pay‑vs‑Performance disclosure shows 2024 TSR value of a $100 initial investment at $745.66 and net income of $28,660,007, reflecting a sharp improvement versus prior years . Governance policies restrict hedging, short sales, margin accounts, and pledging by officers, shaping alignment and trading behavior .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innodata | President & Chief Revenue Officer | Nov 2025–present | Leads product strategy and go‑to‑market execution across AI, data engineering, and digital transformation businesses; central to growth engine . |
| Innodata | Chief Revenue Officer | Jan 2022–Nov 2025 | Expanded customer engagements and revenue leadership across AI solutions . |
| Innodata | Chief Product Officer | Jan 2019–present | Defined product strategy and roadmap; recruited to build product portfolio; 9 weeks into role by Mar 2019 per call . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IBM | Program Director, Watson Platform APIs; prior strategy & transformation roles | ~2000s–2010s (more than a decade) | Grew Watson platform usage 100‑fold; launched 15 new services; enterprise technology leadership . |
| Equals3.AI | Chief Product Officer | Pre‑2019 | Led AI knowledge management product; industry recognition (Gartner Cool Vendor, CES Top Five, IBM Watson ISV Award) . |
| New York City (Adjunct) | Adjunct Professor | N/A (prior to 2025 enrollment as exec) | Taught competitive strategy and experimental design; supports analytical rigor . |
Fixed Compensation
- Not disclosed for Singhal in the 2025 proxy; the company stated it “expects to enter into an employment agreement” in connection with his appointment as President & CRO .
- Innodata’s program elements (context): base salary, discretionary performance‑based cash incentives, and stock‑based awards; cash bonuses for NEOs in March 2025 reflected 2024 performance but Singhal was not a named executive officer at that time .
Performance Compensation
- Equity awards and vesting schedules (as disclosed in Singhal’s initial Section 16 statement and company equity practices):
| Incentive Type | Grant/Instrument | Quantity | Exercise/Grant Price | Vesting Schedule | Term/Notes |
|---|---|---|---|---|---|
| RSUs | Time‑based RSUs | 60,000 | N/A | 3 equal tranches on Dec 20, 2025; Dec 20, 2026; Dec 20, 2027 | Settled in common stock upon vesting . |
| Stock Options | Option (Right to Buy) | 80,000 | $43.01 | 3 equal tranches on Dec 20, 2025; Dec 20, 2026; Dec 20, 2027 | 10‑year term; price aligns with 12/20/2024 closing per program . |
| Stock Options | Option (Right to Buy) | 26,667 | $3.41 | Fully vested | From prior cycle; exercisable through 10/06/2032 . |
- Program design context (for NEOs): stock‑based grants are determined by role and performance considerations but are “not directly related to the Company’s performance”; exercise price equals market close on grant date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 95,000 common shares, including 60,000 unvested RSUs, plus stock options (26,667 at $3.41 fully vested; 80,000 at $43.01 time‑vested) . |
| Ownership as % of shares outstanding | ~0.30% (95,000 / 31,745,310) as of 4/9/2025 record date . |
| Vested vs unvested | Vested: 26,667 options ($3.41). Unvested: 60,000 RSUs and 80,000 options vesting over 2025–2027 . |
| Pledging/hedging | Company policy prohibits hedging (e.g., zero‑cost collars), short sales, margin accounts, and pledging of Innodata securities . |
| Trading windows | Management/directors may trade only in defined quarterly windows; must wait two business days after material public disclosures . |
| 10b5‑1 plans | For Q2 2024, no adoptions/terminations reported; Singhal‑specific status not disclosed . |
Employment Terms
| Term | Provision |
|---|---|
| Appointment | Board appointed Rahul Singhal as President & CRO effective Nov 6, 2025 . |
| Employment agreement | Company expects to enter into an employment agreement; terms pending disclosure . |
| Indemnification | Singhal entered into a customary indemnification agreement with Innodata; form previously filed (Feb 23, 2022) . |
| Non‑compete/Non‑solicit | Not specifically disclosed for Singhal yet (company maintains standard insider trading/hedging restrictions) . |
| Clawback/COC/Severance | Not disclosed for Singhal as of latest filings; CEO terms not indicative of Singhal’s agreement . |
Compensation Structure vs Performance Metrics
- Cash bonuses (program context): The Compensation Committee awarded discretionary cash bonuses to NEOs based on 2024 performance and individual contributions (e.g., CEO $1.0M; Mishra $1.0M; Espineli $378k), underscoring pay linked to performance outcomes; Singhal’s bonus not disclosed .
- Equity awards: RSUs and options standard for alignment; grants are based on role and performance considerations but not formulaic to company metrics .
- Pay‑vs‑Performance: 2024 Compensation Actually Paid vs TSR and net income indicates strong equity value appreciation alongside profitability recovery, reinforcing equity alignment dynamics .
Compensation Peer Group and Say‑on‑Pay
- Peer group used by the Compensation Committee (2023–2024): American Software, Applied Digital, Asure Software, Augmedix, BigBear.ai, BlackSky, Brightcove, DarioHealth, Digimarc, Franklin Covey, Information Services Group, OneSpan, OptimizeRx, Red Violet, Rekor Systems, Smith Micro, SoundThinking, Spire Global .
- Say‑on‑pay approval: 92% approval of 2023 NEO compensation at the June 2024 annual meeting .
Related‑Party Transactions and Governance Red Flags
- Related parties: No related‑party transactions requiring disclosure under Item 404 in the 2025 proxy .
- Anti‑pledging/hedging: Strict prohibitions reduce misalignment risks .
- Rule 10b5‑1: No reported adoptions/terminations in Q2 2024; Singhal’s specific plan status not disclosed .
Performance & Track Record
- Strategic impact: Singhal grew IBM Watson platform usage 100‑fold and launched 15 services; at Innodata, he shaped the product roadmap, then expanded revenue leadership; now elevated to President & CRO to drive next‑phase growth in generative AI solutions .
- Company outcomes: 2024 net income $28.66M and TSR metric ($100→$745.66) signal improved fundamentals and market recognition—framing incentive alignment for senior leaders including Singhal .
Investment Implications
- Alignment and retention: Singhal’s substantial unvested equity (60k RSUs; 80k options at $43.01) vesting annually from Dec 2025 to Dec 2027 creates retention hooks and long‑term alignment; watch for forthcoming employment agreement terms (bonus targets, severance/COC triggers, ownership guidelines) to assess retention risk and pay‑for‑performance integrity .
- Selling pressure signals: Initial RSU/option tranches vest Dec 20, 2025, Dec 20, 2026, and Dec 20, 2027; monitoring Form 4 filings around windows is prudent for gauging insider selling pressure (no Singhal Form 4 located to date; initial Form 3 filed Nov 13, 2025) .
- Policy guardrails: Anti‑hedging/pledging, margin prohibitions, and defined trading windows reduce misalignment/optics risks, but a future employment agreement’s severance/COC provisions and performance metrics will determine ultimate incentive risk profile .
- Program discipline: Strong 2024 pay‑vs‑performance outcomes and 92% say‑on‑pay support suggest investor acceptance of Innodata’s compensation framework; Singhal’s elevation to President & CRO ties execution risk to product commercialization and AI go‑to‑market performance .