Rishi Bajaj

About Rishi Bajaj

Rishi Bajaj is Chief Executive Officer and a Class I director of ContextLogic Inc. (LOGC). He was appointed CEO on April 1, 2024 and entered into a revised employment agreement on March 6, 2025; he has served on the LOGC Board since November 29, 2023 and currently holds a Class I seat with a term expiring at the 2026 annual meeting . Bajaj earned a B.S. in Economics from The Wharton School, University of Pennsylvania; his age was disclosed as 44 at the time of his April 2024 appointment . Prior to LOGC, he founded and serves as President/CIO of Altai Capital; previously he held positions at Silver Point Capital and Gleacher Partners, and served on the boards of MobileIron (strategy committee) and ServiceSource (compensation committee) . LOGC’s strategy under management focuses on preserving and monetizing substantial NOLs through a holding company reorganization, not traditional operating metrics; TSR, revenue growth and EBITDA growth metrics tied to Bajaj’s tenure were not disclosed .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Detailed performance schedule (from Joinder Exhibit B):

Fair value methodology: Monte Carlo simulation with marketability discount for non-marketable minority interests in Holdings LLC; total cumulative fair values Time ≈ $1M, Performance ≈ $5M .

Equity Ownership & Alignment

Employment Terms

• Appointment and Agreement
  • CEO appointment effective April 1, 2024; revised Employment Agreement effective March 6, 2025 .
• Termination Scenarios and Economics
  • Without Cause or for Good Reason: Accrued obligations and prior year bonus; immediate vesting of time-based units; performance units remain outstanding and vest per schedule tied to thresholds and anniversaries; benefits conditioned on release of claims .
  • Death/Disability: Accrued obligations and prior year bonus; immediate vesting of time-based units; performance units vest upon achievement dates of thresholds .
  • For Cause or voluntary without Good Reason: Accrued obligations only .
  • Change-of-control cash severance multiples, single/double-trigger provisions, and tax gross-ups were not disclosed in the cited employment agreement and filings .
• Covenants and Restrictions
  • “Restricted Period” defined as during employment and for one year following termination; non-compete/non-solicit terms are not detailed in the cited excerpts, but the Restricted Period definition indicates a post-termination restrictive period of one year .
  • Insider trading policy requires pre-clearance and imposes quarterly/special blackout periods; prohibits short sales, derivatives, hedging, pledging, and margin accounts in company securities .

Board Governance

• Board Service History and Roles
  • Directors are classified; Bajaj is Class I director with term through the 2026 annual meeting .
  • Upon initial appointment (Nov 29, 2023), Bajaj was determined independent under Nasdaq rules and appointed to the Compensation Committee as a non-employee director; initial grant of 20,000 RSUs valued at $105,200 vesting one-third annually .
  • LOGC bylaws provide for a Chairperson and a Lead Independent Director, and committees with charters identical post-reorganization; these structures can mitigate dual-role concentration (CEO + director) .
• Committee Memberships (current)
  • Current specific committee memberships for Bajaj not disclosed in the DEF 14A; governance materials indicate committees persist post-reorganization with identical charters .
• Director Compensation
  • For new non-employee directors appointed April 2024, the program provided an initial $150,000 cash award and RSUs with a target value of $150,000 (vesting on first anniversary), with an option to elect RSUs in lieu of cash; subsequent annual awards deferred until the 2025 annual meeting . Bajaj’s specific director compensation while serving as CEO is not disclosed; his 2023 initial RSU grant was 20,000 with one-third annual vesting .

Performance & Track Record

• LOGC transitioned from operating e-commerce (Wish) to a holding structure focused on NOL preservation and strategic acquisitions following an asset sale; as of Dec 31, 2024, federal NOLs totaled ~$886M expiring 2030–2037 and ~$2.0B with unlimited carryforward; state NOLs ~$7.4B expiring 2026–2044 and ~$2.1B unlimited . Board proposed a reorganization to help preserve NOLs via transfer restrictions designed to limit ownership changes under Section 382 .
• Stock performance metrics (TSR), revenue growth, and EBITDA growth tied to Bajaj’s tenure were not disclosed in the cited materials .

Insider Selling Pressure and Trading Signals

• No Rule 10b5-1 plan adoption/termination for directors/officers in FY2024 was reported, reducing planned selling signals in that period .
• Policy prohibits hedging and pledging, mitigating misalignment risks; pre-clearance and blackout periods apply to directors/officers .
• RSU vesting can trigger “sell to cover” in limited exceptions; such mechanics are carved out under policy .

Compensation Structure Analysis

• High equity emphasis via profits interests: substantial performance-based Class P units with price thresholds ($10/$16/$21) suggest alignment to long-term value creation in Holdings LLC rather than short-term cash compensation .
• Time-based units immediately vest on certain termination scenarios, softening retention lock but performance units remain contingent, preserving performance linkage .
• No disclosed cash severance multiples or change-of-control cash protections, limiting pay-for-failure concerns relative to typical market practices .

Equity Ownership & Director Interlocks

• Bajaj’s common equity exposure at LOGC is modest (<1% beneficial ownership), but significant upside is embedded in Holdings LLC Class P units tied to performance thresholds .
• External board service at Digimarc (DMRC) and leadership at Altai provide cross-company insights; the DMRC cooperation agreement may inform information flow but is structured via public commitments .

Investment Implications

• Alignment: Performance-tied profits interests with explicit thresholds indicate clear linkage to value creation at Holdings LLC; hedging/pledging prohibitions support alignment with shareholders .
• Retention risk: Immediate vesting of time-based units on termination without cause/for Good Reason reduces lock-in, but performance units remain contingent through anniversaries/thresholds, sustaining incentive to achieve targets .
• Governance: Dual role as CEO and director concentrates influence; bylaws providing for a Lead Independent Director and persistent committee charters help offset independence concerns; initial committee service history underscores governance familiarity .
• Trading signals: Lack of 10b5-1 plans in 2024 and strict insider policy reduce discretionary selling; watch future disclosures for plan adoptions and Form 4 activity to assess potential selling pressure .

Note: LOGC’s reorganization centers on NOL preservation and strategic acquisitions; traditional operating metrics (TSR, revenue, EBITDA) tied to Bajaj’s tenure are not disclosed in cited filings.