Jaisun Garcha
About Jaisun Garcha
Jaisun Garcha, age 44, has served as Nano Nuclear Energy’s Chief Financial Officer since 2022. He is a Chartered Professional Accountant (CPA, British Columbia), Certified General Accountant (CGA, British Columbia), holds a B.Sc. from the University of British Columbia and an MBA from Laurentian University, and brings two decades of financial management, corporate governance, and risk management experience across public and private companies . His role as CFO is reaffirmed by his execution of multiple 8‑K filings in 2025 . The proxy does not disclose TSR, revenue growth, or EBITDA growth metrics tied specifically to his performance; compensation in FY2023–FY2024 was consulting-based without performance metric payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LIS Technologies Inc. (LIST) | Part-time CFO and Director | Feb 2022–Dec 2024 | Supported development and financing of laser enrichment technology; aligned with NNE fuel strategy collaboration . |
| St. James Gold Corp. (TSXV: LORD) | CFO | Mar 2022–Oct 2024 | Led finance for a Canadian mining exploration company; public-company reporting and governance . |
| Snipp Interactive Inc. (TSXV: SPN) | CFO | Feb 2013–Oct 2024 | Oversaw finance for global loyalty/promotion solutions; multi-year public-company operational finance . |
| Various private/public companies | CFO/Senior Financial Consultant | 2001–present (career start 2001) | IPOs/reverse takeovers; broad sector finance and governance expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| LIS Technologies Inc. (LIST) | Director | Feb 2022–Dec 2024 | Board service alongside part-time CFO role . |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | – | – |
| Bonus ($) | – | – |
| Option Awards ($, grant-date fair value) | $77,786 | – |
| All Other Compensation ($) | $90,000 (consulting fees) | $170,000 (consulting fees) |
| Total ($) | $167,786 | $170,000 |
- Executives (including Garcha) served under consulting agreements in FY2023–FY2024; fees shown reflect consulting payments rather than employee salary/bonus .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Non-Equity Incentive Plan | n/a | n/a | n/a | $0 in FY2023–FY2024 | n/a |
| Performance Metrics (e.g., revenue, EBITDA, TSR, ESG) | Not disclosed for Garcha | – | – | – | – |
- Proxy indicates no non‑equity incentive payouts and does not disclose specific performance metric targets or payouts for Garcha in FY2023–FY2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Direct shares owned | 250,000 shares |
| Options exercisable within 60 days | 190,000 shares underlying vested options |
| Total beneficial ownership | 440,000 shares |
| % of shares outstanding | 1.18% (based on 37,072,881 shares) |
| Shares outstanding reference | 37,072,881 |
| Shares pledged as collateral | Not disclosed; equity awards and RSUs may not be pledged per plan |
| Ownership guidelines | Not disclosed in proxy |
Outstanding Options (as of Sept 30, 2024)
| Grant Date | Vesting Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Feb 10, 2023 | Feb 10, 2023 (immediate) | 150,000 | – | $1.50 | Feb 10, 2026 |
| Jun 7, 2023 | Jun 7, 2023 (immediate) | 40,000 | – | $3.00 | Jun 7, 2026 |
- 2025 Equity Plan: Awards subject to clawback/recoupment; transfer/pledge restrictions; 10‑year plan term; securities authorized under equity plans total 3,033,000 outstanding at $2.32 weighted-average exercise price with 1,749,315 available for future issuance .
Employment Terms
- Role and start: CFO since 2022 .
- Consulting agreements: 36‑month term; retention fees; discretionary additional awards; customary confidentiality, non‑solicit, non‑disparagement, indemnification; terminable by either party at any time .
- Severance/change‑in‑control: No specific severance multiples or change‑in‑control provisions disclosed for Garcha; the proxy summarizes NEO consulting arrangements without severance economics for him .
- Equity plan terms affecting awards: Awards subject to clawback and may not be sold/pledged; Administrator may accelerate vesting; RSUs and restricted stock have transfer restrictions and tax withholding mechanics .
- Lock‑up agreements: October 2025 private placement documents reference lock‑up agreements with directors and executive officers (form attached as Exhibit 1.32), indicating potential sale restrictions; duration not disclosed in the excerpt .
- Position confirmation: Executed 8‑K filings in October 2025 as CFO .
Investment Implications
- Pay-for-performance alignment: FY2023–FY2024 compensation for Garcha was consulting-based with no disclosed performance metric payouts, suggesting limited direct pay‑for‑performance linkage in those periods .
- Retention and selling pressure: All options vested immediately at grant and expire in 2026, potentially creating time‑based exercise/sale decisions rather than performance‑based retention; the existence of lock‑up agreements in Oct 2025 implies near‑term sale constraints, though terms are not detailed .
- Skin-in-the-game: Beneficial ownership of 440,000 shares (1.18%) including 250,000 direct shares and 190,000 in‑the‑money exercisable options within 60 days indicates meaningful alignment but not controlling influence .
- Governance and clawbacks: The 2025 Plan includes clawback/recoupment and prohibits pledging of awards/RSUs, reducing misalignment and hedging risks at the award level; however, the proxy does not disclose broader executive stock ownership guidelines .
- Contractual risk: Consulting agreements lacked explicit severance/change‑of‑control economics for Garcha, implying limited guaranteed exit economics; Administrator discretion to accelerate vesting introduces scenario‑specific variability .