Ashok Vemuri
About Ashok Vemuri
Ashok Vemuri (age 56) is an independent director of OPAL, serving since July 2022. He is the Audit Committee Chair and designated “audit committee financial expert” under Item 407(d)(5) of Regulation S‑K, and also serves on the Compensation Committee. Vemuri holds a Bachelor of Science from St. Stephen’s College, Delhi, and an MBA from the Indian Institute of Management, Ahmedabad. He brings CEO-level operating experience from Conduent, Xerox Business Services, IGATE, and senior leadership roles at Infosys; he also serves on The Kroger Co. board (Audit and Financial Policy Committees).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Conduent Incorporated | Chief Executive Officer and Director | Jan 2017 – Aug 2019 | Led the company post spin-off from Xerox; CEO accountability for strategy and operations. |
| Xerox Business Services, LLC / Xerox Corporation | CEO, Xerox Business Services; EVP, Xerox | Jul 2017 – Dec 2017 | Senior executive oversight in services business. |
| IGATE Corporation (now part of Capgemini) | President, CEO, and Director | 2013 – 2015 | Ran global technology/services firm; board-level governance. |
| Infosys | Leadership and business development roles; board member | ~14 years (prior to IGATE) | Enterprise sales, growth, governance exposure. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Kroger Co. (NYSE: KR) | Director | Since 2019 | Sits on Audit and Financial Policy Committees. |
| Version 1 | Director | Since Jan 2023 | Board service at technology services company. |
| OSG Billing | Chairman | Jul 2020 – Sep 2022 | Oversight of board and strategy. |
Board Governance
- Independence: The board determined that Vemuri is “independent” under SEC/Nasdaq rules. OPAL is a controlled company and may rely on exemptions from some Nasdaq governance requirements.
- Committees:
- Audit Committee: Chair; designated audit committee financial expert; responsibilities include auditor oversight, audit scope/fees, internal controls, critical accounting policies, and approving related party transactions. 2024 meetings: 4.
- Compensation Committee: Member alongside Mark Comora and Nadeem Nisar; 2024 meetings: 5; actions by written consent: 2. Responsibilities include strategy, peer selection, goal-setting, executive and director pay, and incentive plan administration.
- Board activity and engagement: Board met 10 times in 2024, held 5 executive sessions; each director attended at least 75% of aggregate board and committee meetings; all directors attended last year’s Annual Meeting.
- Audit Committee Report: Recommended inclusion of audited FY2024 financials in Form 10‑K filed March 17, 2025 after discussions with BDO on required PCAOB/SEC matters and auditor independence.
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual base cash retainer | $60,000 | Standard director cash fee. |
| Audit Committee membership fee | $15,000 | Additional annual cash fee. |
| Compensation Committee membership fee | $10,000 | Additional annual cash fee. |
| Committee chair fee | $5,000 | Additional annual cash fee for chair role (Audit). |
| Cash fees paid (total) | $90,000 | Actual FY2024 cash received by Vemuri. |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value | Performance Metrics |
|---|---|---|---|---|---|
| Time-based RSUs (Class A) | Mar 31, 2024 | 27,218 | 100% on Mar 31, 2025 | $135,000 | None; time-based only (no PSU/TSR metrics disclosed). |
- Mix: FY2024 compensation for Vemuri totaled $225,000 ($90,000 cash; $135,000 equity), implying ~60% equity and ~40% cash, reinforcing alignment via equity retainer.
Other Directorships & Interlocks
| Company | Relationship to OPAL | Potential Interlock/Conflict |
|---|---|---|
| The Kroger Co. | Customer/supplier relationships not disclosed | No related-party transactions disclosed; Audit Committee oversees any such transactions. |
| Version 1; OSG Billing (prior) | No OPAL linkage disclosed | No related-party transactions disclosed. |
Expertise & Qualifications
- Designated audit committee financial expert; deep audit/controls oversight experience as Audit Chair.
- CEO/EVP experience across technology and business services; extensive tenure in global IT services (Infosys, IGATE, Xerox, Conduent).
- Education: B.Sc. (St. Stephen’s College, Delhi); MBA (IIM Ahmedabad).
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Other Classes | Notes |
|---|---|---|---|---|
| Ashok Vemuri | 56,712 | * (less than 1%) | None disclosed | Beneficial ownership as of record; asterisk denotes <1%. |
- Pledging/hedging: “No known arrangements, including any pledge by any person of our securities, the operation of which may result in a change in control.” No director-related loans or selection arrangements disclosed.
Governance Assessment
- Strengths:
- Independent director serving as Audit Committee Chair and designated financial expert; clear remit over auditor independence, internal controls, and related party transactions.
- Documented engagement: Board met 10 times with 5 executive sessions; all directors ≥75% attendance.
- Equity-heavy director pay structure (time-based RSUs) provides ownership alignment without discretionary bonuses.
- Red flags and watch items:
- Controlled company status reduces Nasdaq independence requirements; Compensation Committee includes non-independent members (Comora, Nisar), raising pay-setting influence concerns.
- Family relationship between Chairman Mark Comora and Co‑CEO Adam Comora necessitates robust related-party oversight (mitigated by Audit Committee’s explicit responsibility).
- Net view: Vemuri’s independent status, audit leadership, and external board experience at Kroger support governance quality; continued monitoring of controlled company dynamics and compensation committee composition is warranted.