Prashant Ratanchandani
LemonadeAbout Prashant Ratanchandani
Prashant Ratanchandani was appointed to Lemonade’s Board as a Class II, non-employee director effective October 15, 2025; his term runs to the 2028 annual meeting (or until a successor is elected) . He is Meta’s Vice President of Engineering for AI Products, leading engineering for Meta’s Generative AI products; previously he spent ~14 years in engineering leadership at Microsoft working on Windows scalability. He holds a B.Tech. in Computer Science from IIT Kharagpur (B.C. Roy Gold Medal) and an M.S. from the University of Illinois at Urbana‑Champaign . Meta tenure “past seven years” and Microsoft “14 years” are noted in industry coverage .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meta Platforms | VP Engineering, AI Products (leads Generative AI product engineering) | Past seven years at Meta as of Oct 2025 | Scaled technical orgs underpinning core app experiences |
| Microsoft | Senior engineering leadership (incl. Partner Software Engineering Manager), Windows | ~14 years | Led Windows OS scaling initiatives |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Meta Platforms | VP Engineering, AI Products | Yes (META) | Current employment; AI/GenAI leadership |
No other public company directorships disclosed in LMND filings or the appointment announcement .
Board Governance
- Appointment and class: Appointed Oct 15, 2025; Class II director; term to 2028 .
- Committee assignments: Not disclosed as of appointment. The Nominating & Corporate Governance Committee recommends committee placements . Current committee chairs (2025 proxy): Audit—Dr. Samer Haj‑Yehia; Compensation—Michael Eisenberg; Nominating & Corporate Governance—Debra Schwartz .
- Independence status: The 8‑K does not state the board’s NYSE independence determination for Mr. Ratanchandani; it confirms no family relationships and no related‑party transactions requiring disclosure at appointment . LMND generally identifies independent directors in the proxy .
- Attendance standards: Board met six times in 2024; each director attended ≥75% of board/committee meetings; LMND holds executive sessions of non‑management directors at least twice/year; Lead Independent Director presides (Michael Eisenberg) .
Fixed Compensation
| Component | Amount | Frequency | Notes |
|---|---|---|---|
| Board cash retainer | $30,000 | Annual (earned quarterly) | Applies to non‑employee directors appointed in Oct 2025; disclosed in 8‑K appointment . |
| Audit Committee chair fee | $20,000 | Annual | Per 2025 proxy policy (committee fees) . |
| Audit Committee member fee | $7,500 | Annual | 2025 proxy policy . |
| Compensation Committee chair fee | $10,000 | Annual | 2025 proxy policy . |
| Compensation Committee member fee | $5,000 | Annual | 2025 proxy policy . |
| Nominating & Corp. Gov. chair fee | $7,500 | Annual | 2025 proxy policy . |
| Nominating & Corp. Gov. member fee | $3,500 | Annual | 2025 proxy policy . |
Note: LMND’s 2025 proxy showed a $20,000 annual cash retainer at that time, whereas the October 2025 8‑K specifies a $30,000 retainer for new appointees—indicating a raise in the base cash fee during 2025 .
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | Triggers/Other Terms |
|---|---|---|---|
| Initial RSU award | $175,000 | Vests in equal annual installments over three years from grant | Service-based; per 8‑K; awards for directors subject to accelerated vesting upon change in control under 2020 Plan per proxy . |
| Annual RSU award | $150,000 | Vests on first anniversary of grant | Granted after each annual meeting; service-based . |
LMND notes a clawback policy, prohibits hedging/pledging, and uses an independent comp consultant (Aon HCS) for compensation oversight—good governance practices that indirectly cover director equity programs .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No related‑party transactions or appointment arrangements disclosed at appointment; no family relationships . |
Expertise & Qualifications
- Deep AI/engineering leadership: Leads Meta’s Generative AI product engineering; scaled large technical organizations; prior Microsoft Windows scaling experience .
- Education: B.Tech., IIT Kharagpur (B.C. Roy Gold Medal); M.S., University of Illinois at Urbana‑Champaign .
- Strategic fit: Board addition aligns with LMND’s AI-centric strategy as described in appointment coverage .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3 filed 10/16/2025 event) | No securities beneficially owned . |
| Unvested RSUs | Initial $175,000 grant expected per policy; number of shares not disclosed in 8‑K . |
| Pledged/hedged shares | Company prohibits hedging and pledging of Company securities . |
| Ownership guidelines | Not specifically disclosed for directors in the 2025 proxy; not found. |
Insider Filings
| Filing | Filing/Effective Date | Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Filed Oct 29, 2025; event date Oct 16, 2025 | Reports director status; remarks indicate “No securities are beneficially owned.” . |
| Power of Attorney (Exhibit 24 to Form 3) | Oct 10, 2025 | Standard PoA appointing officers to sign Section 16 forms . |
Related-Party Transactions
- Appointment 8‑K states: no arrangements/understandings for appointment, no family relationships, and no transactions requiring disclosure under Item 404(a) (related persons) .
- Audit Committee oversees approval/ratification of related-person transactions per charter .
Compensation Structure Analysis
- Mix and structure: Director pay emphasizes time‑vested RSUs ($175k initial; $150k annual) plus modest cash ($30k), aligning director incentives with equity performance over time .
- Year-over-year shift: Base director cash retainer increased from $20,000 (proxy policy earlier in 2025) to $30,000 by October 2025, modestly raising fixed cash vs. equity weight; committee fees unchanged per proxy disclosure .
- Governance safeguards: Clawback policy; prohibition on hedging/pledging; independent consultant (Aon HCS) advising the Compensation Committee; no tax gross-ups—shareholder-friendly features .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 Say‑on‑Pay approval: ~87.5% “For,” improved vs. 2023; Compensation Committee considered this feedback in program oversight .
Governance Assessment
- Positives:
- Strategic skill set: Top‑tier AI and large‑scale engineering leadership that aligns with LMND’s AI‑driven model; should enhance technology oversight and risk discussions .
- Clean conflicts profile at appointment: No Item 404(a) related‑party transactions; no family ties; standard indemnification only .
- Strong governance environment: Prohibitions on hedging/pledging, clawback policy, independent comp advisor, executive sessions led by a Lead Independent Director .
- Watch points / RED FLAGS (none confirmed, items to monitor):
- Independence determination and committee assignment for Mr. Ratanchandani were not disclosed at appointment; expect confirmation in the next proxy .
- Initial Form 3 shows zero beneficial ownership; monitor Form 4 for timing/size of RSU grants and evolving skin-in-the-game .
- External employment at Meta: If LMND were to engage Meta (e.g., AI tools/infra), potential related‑party considerations would need Audit Committee oversight; none disclosed at appointment .
- Director cash retainer increase (from $20k to $30k) modestly raises fixed pay; continue to track total director pay vs. peers in next proxy .