Malea Farsai
About Malea Farsai
Malea Farsai, age 56, has served as a director of NetSol Technologies since 2018 and is currently the Company’s part-time Corporate Counsel. She previously practiced at Horwitz & Beam (1996–2000), worked on the formation of business startups and IPOs, was on the team that took NetSol public, and led its NASDAQ listing in 1999; she oversees insurance, day-to-day corporate legal needs, CSR updates, and trademark registrations, and established NetSol’s 501(c)(3) foundation. She holds a B.A. from UC Irvine and a J.D. (1996), and has been a member of the California State Bar since 1996; she sits on boards of various charitable organizations in Los Angeles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NetSol Technologies, Inc. | Corporate Counsel (part-time); Director | Corporate Counsel since March 2000; Director since 2018 | Oversees insurance and day-to-day legal matters; led NASDAQ listing in 1999; obtained trademarks; established 501(c)(3) foundation; manages CSR globally |
| Horwitz & Beam (law firm) | Associate attorney | 1996–2000 | Represented domestic/international clients; formation of startups and IPOs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various charitable organizations (Los Angeles) | Board member | Not disclosed | Not disclosed |
Board Governance
- Independence status: Not independent; the Company identifies current independent directors as Mark Caton, Syed Kausar Kazmi, and Michael Francis .
- Committee assignments: Only independent directors serve on committees; Farsai is not a member of the Audit, Compensation, or Nominating & Corporate Governance Committees .
- Committee chairs: Audit—Kazmi (Chair); Compensation—Caton (Chair); Nominating & Corporate Governance—Francis (Chair) .
- Board structure: Five directors; CEO also serves as Chairman; board maintains majority of independent members and independent-only committee membership .
- Attendance and engagement: In FY2024 the Board met twice (one in-person, one virtual) and acted by written consent three times; all directors were present 100% at board and each committee meetings .
Committee Assignment Snapshot (FY2024)
| Committee | Membership | Chair |
|---|---|---|
| Audit | Independent directors only; Farsai not a member | Syed Kausar Kazmi |
| Compensation | Independent directors only; Farsai not a member | Mark Caton |
| Nominating & Corporate Governance | Independent directors only; Farsai not a member | Michael Francis |
Fixed Compensation
| Component | Value |
|---|---|
| Annual director retainer (cash) | $0 (Farsai not paid fees or other compensation for service as a director) |
| Committee membership fees | $0 |
| Committee chair fees | Not applicable |
| Meeting fees | $0 |
| Director equity grants | $0 (Farsai not compensated as a director) |
| Context: Independent directors’ mix (for comparison) | Independent directors compensated 50% cash/50% shares; pending 16,428 shares due through Mar 31, 2025 subject to 2025 Plan approval (otherwise $39,750 cash) |
Performance Compensation
| Performance-based Director Awards | Performance Metrics | Status |
|---|---|---|
| None for Farsai as a director | Not applicable | Not applicable (Farsai is not paid as a director; compensation comes under employment agreements, not detailed in proxy) |
Note: CD&A focuses on CEO, CFO, and General Counsel; Corporate Counsel compensation (Farsai) is not disclosed as a Named Executive Officer in the proxy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (Board matrix indicates 0/5 have other public company board experience) |
| Private/nonprofit/academic boards | Various charitable organizations (Los Angeles) |
| Interlocks (comp committee/board) | None; compensation committee interlocks state no executive officer interlocks with other entities |
Expertise & Qualifications
- Legal and governance: Corporate counsel with deep knowledge of NetSol’s business and public company corporate governance .
- Capital markets: Experience with IPOs; led NetSol’s NASDAQ listing in 1999 and maintained listing .
- CSR and trademarks: Oversees global CSR initiatives; obtained numerous trademarks; established NetSol’s 501(c)(3) foundation .
- Education/professional: B.A. UC Irvine; J.D. 1996; California State Bar since 1996 .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 39,811 |
| Ownership as % of outstanding | Less than 1% |
| Shares outstanding (as of Apr 30, 2025) | 11,709,543 |
| Shares pledged as collateral | None disclosed |
| Options (exercisable/unexercisable) | Not disclosed for Farsai |
| Vested vs unvested shares | Not disclosed |
Governance Assessment
- Independence and potential conflicts: Farsai is a management-affiliated director (Corporate Counsel) and not independent, which can raise conflict-of-interest concerns; mitigating factor is that she does not sit on any key board committees, which are composed exclusively of independent directors .
- Attendance and engagement: Strong engagement with 100% attendance at board and committee meetings in FY2024 supports board effectiveness .
- Pay alignment: No director fees or equity grants for Farsai; alignment is primarily via personal share ownership (39,811 shares; <1% of outstanding), which is modest in scale .
- Related-party transactions: Company reports no related-party transactions above disclosure thresholds since July 1, 2023, reducing immediate conflict risk .
- Board structure: Combined CEO/Chair role persists, a governance risk factor; however, independent committee leadership and majority independent board composition provide checks and oversight .
- Compensation governance: Compensation Committee composed entirely of independent directors and supported by an independent compensation consultant per CD&A, which is a positive governance signal .
RED FLAGS
- Not independent due to concurrent role as Corporate Counsel; potential conflict in management oversight .
- Combined CEO/Chair structure elevates concentration of power and potential oversight risk .
Positive Signals
- 100% attendance at board and committee meetings in FY2024 .
- No related-party transactions reported and independent-only committee membership .
- Independent Compensation Committee with outside consultant and clear governance disclosures .