Kanishka Roy
About Kanishka Roy
Kanishka Roy, 49, is President, Chief Executive Officer, and Chairman of Plum Acquisition Corp. III (PLMJF), serving as CEO since January 3, 2024 and Chairman since March 20, 2024 . Roy is a 25+ year technology and finance veteran: Global Head of Tech M&A Origination at Morgan Stanley (2010–2019), Global CFO at SmartNews (2019–2020), co‑founder and Managing Partner of Plum Partners since 2020, with prior roles as a software engineer and executive strategy roles at IBM; he holds an undergraduate degree in Electrical & Computer Engineering and an MBA from Tuck School of Business at Dartmouth . As a SPAC, Plum states it is a blank check company formed to effect a business combination, not an operating business; traditional operating performance metrics (revenue/EBITDA growth) are not applicable at this stage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plum Acquisition Corp. III (PLMJF) | President & CEO | 2024–present | Leads SPAC; pursuing Tactical Resources Corp. business combination and extension of deadline . |
| Plum Acquisition Corp. III (PLMJF) | Chairman | 2024–present | Board leadership during extension vote and de‑SPAC process . |
| Plum Acquisition Corp. IV | CEO & Chairman | 2024–present | Parallel SPAC leadership; signals multi‑vehicle sponsor experience . |
| Plum Acquisition Corp. I | Chairman & CEO | 2021–Sep 2024 | Led merger with Veea Inc; continues as director at Veea Inc . |
| SmartNews | Global CFO | 2019–2020 | Led strategic finance and multi‑geo growth at AI company . |
| Morgan Stanley | Global Head of Tech M&A Origination | 2010–2019 | Initiated and executed >$100B large, industry‑shaping tech M&A . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Plum Partners | Co‑founder & Managing Partner | 2020–present | Late‑stage investment leadership; informs SPAC target sourcing . |
| Veea Inc | Director | 2024–present | Post‑deal oversight following Plum I merger . |
Fixed Compensation
| Component | FY 2024 | FY 2025 YTD | Notes |
|---|---|---|---|
| Base Salary ($) | None prior to Business Combination | None prior to Business Combination | Company discloses no cash compensation to executive officers/directors before de‑SPAC . |
| Target Bonus (%) | Not applicable pre‑Business Combination | Not applicable pre‑Business Combination | No bonus framework pre‑deal . |
| Actual Bonus Paid ($) | None | None | — |
| Sponsor Admin Reimbursement Cap ($/month) | $55,000 | $55,000 | Reimbursement to Sponsor for office/administrative services; reviewed quarterly by Audit Committee . |
Performance Compensation
| Metric / Plan | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| No executive incentive plan disclosed prior to Business Combination | — | — | — | — | — |
- Clawback policy: Plum maintains an Incentive Compensation Recovery Policy (Exhibit 97.1) .
- Sponsor Parties Lock‑Up Agreement exists (includes Kanishka Roy as signatory), indicating transfer restrictions tied to de‑SPAC, though specific terms are not detailed in the 10‑K excerpt .
Equity Ownership & Alignment
| Holder/Capacity | Class | Shares Beneficially Owned | % of Class | Voting Control % | Notes |
|---|---|---|---|---|---|
| Mercury Capital, LLC (Sponsor) | Class B | 5,933,508 | 84.01% | 73.44% | Roy serves as manager of Mercury Capital and may be deemed to beneficially own Mercury’s shares; he disclaims beneficial ownership except for his pecuniary interest . |
| Sponsor (after separation of Founder Units) | Founder Warrants | 1,977,836 | — | — | Founder Warrants exercisable 30 days post‑Business Combination for one Class A share at $11.50 . |
| Public Shares Outstanding | Class A | 1,016,833 | — | — | As of June 23, 2025 . |
| Founder Shares Outstanding | Class B | 7,062,500 | — | — | As of June 23, 2025 . |
- Initial shareholders (including Sponsor and certain officers/directors) hold 95.6% of issued and outstanding Ordinary Shares and intend to vote “FOR” extension/adjournment proposals .
- No disclosure of pledging/hedging by Roy; no stock ownership guideline disclosure found .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date (CEO) | January 3, 2024 |
| Board Chair effective date | March 20, 2024 |
| Contract term/expiration | Not disclosed; SPAC states no employment agreements providing termination benefits . |
| Severance | None disclosed; company not party to agreements providing benefits upon termination . |
| Change‑of‑Control | Not disclosed pre‑Business Combination . |
| Non‑compete / Non‑solicit | Not disclosed . |
| Post‑termination consulting | Possible at combined company post‑de‑SPAC (to be disclosed in deal materials); no pre‑deal limits established . |
Board Governance
| Committee | Members | Chair | Independence / Notes |
|---|---|---|---|
| Audit | Alan Black; David Sable; Hume Kyle | Alan Black | All independent; Black and Kyle qualify as “audit committee financial experts” . |
| Compensation | Alan Black; David Sable | David Sable | Independent; charter covers CEO/executive pay setting, equity plans, perquisites, and disclosure . |
| Nominating & Corporate Governance | Alan Black; David Sable; Hume Kyle | Hume Kyle | Independent; guidelines on selection and qualifications . |
- Roy is an executive (CEO) and Chairman, and manager of the Sponsor, which creates potential independence/conflict-of-interest considerations that the company acknowledges (Sponsor and insiders have differing interests vs public holders around extension and de‑SPAC economics) . Independent committees and quarterly audit committee reviews are in place for reimbursements and conflicts .
Director Compensation
| Component | Pre‑Business Combination |
|---|---|
| Annual retainer (cash) | None; no cash compensation to directors/officers pre‑deal . |
| Committee/Chair fees | None disclosed pre‑deal . |
| Meeting fees | None disclosed pre‑deal . |
| Equity grants | Not disclosed for directors pre‑deal . |
| Ownership guidelines | Not disclosed . |
Compensation & Incentive Structure Analysis
- Pre‑deal compensation is minimal (no cash comp to executives/directors), with reimbursements to the Sponsor capped at $55,000/month for services; post‑deal consulting/management fees may be set by the combined company .
- Sponsor economics: Founder shares/warrants acquired at nominal consideration can create a substantial theoretical gain if a Business Combination closes; the proxy estimates sponsor‑related share value of ~$66.7 million at $11.24 per share, illustrating strong incentives to complete a transaction .
- Lock‑up agreement for sponsor parties (including Roy) is on file, indicating transfer restrictions that may mitigate immediate selling pressure post‑close; specific durations/terms are not detailed in the cited excerpt .
Related Party Transactions and Other Signals
- Sponsor reimbursements and liabilities: amounts due to Sponsor and insiders for expenses aggregated to $1,924,867 as of June 23, 2025, awaiting reimbursement; Sponsor indemnification agreements protect the Trust Account under certain conditions .
- CFO consulting & equity transfer: Independent contractor agreement provided the CFO with cash fees and contingent transfers of 365,000 Founder Shares and 175,000 Founder Warrants (modified so transfer occurs only upon closing of an Initial Business Combination); $158,875 compensation expense recorded in 2024 .
- Extension vote mechanics: Initial shareholders own 95.6% of Ordinary Shares and intend to vote for extension/adjournment; public holders retain redemption rights at ~$11.43/share as of June 23, 2025 .
Performance & Track Record
- SPAC operations: No operating revenues; Trust Account mechanics and OTC Pink quotation; prior extensions and significant redemptions documented (e.g., $140.8M in 2023, $134.1M in Jan 2024, $24.0M in Jan 2025) .
- Deal pipeline: Business Combination Agreement signed with Tactical Resources Corp. (Aug 22, 2024), amended in Dec 2024 and Jan 2025; relisting to Nasdaq is a closing condition .
Equity Ownership & Alignment Deep Dive
- Alignment: Roy’s managerial control of the Sponsor ties his economics to Founder Shares/Warrants outcomes; he disclaims beneficial ownership except for pecuniary interest . Founder Warrants exercisable at $11.50 thirty days after closing may add incentive to pursue closing and post‑close price support.
- Selling pressure/vesting: Sponsor lock‑up agreement exists (parties include Roy) ; escrowed founder units mechanics and allocations to non‑redeeming investors described in proxy ; these factors can influence float and post‑close supply dynamics.
Compensation Committee Analysis
- Composition: Independent directors (Black, Sable); authority to retain independent compensation consultants and set CEO/Section 16 officer compensation and equity plans .
- Governance artifacts: Code of Ethics adopted; Audit/Nominating/Compensation committee charters maintained on company website .
Say‑on‑Pay & Shareholder Feedback
- Not applicable; SPAC has not conducted say‑on‑pay votes and has minimal executive/director compensation pre‑deal .
Expertise & Qualifications
- Education: Electrical & Computer Engineering undergraduate; MBA (Tuck School of Business, Dartmouth) .
- Technical and financial expertise: Software engineering background; senior roles in tech M&A origination and corporate finance; >$100B M&A participation .
Investment Implications
- Pay‑for‑performance alignment is primarily via sponsor economics, not cash pay: Roy’s interests are tied to founder equity value realization; the proxy quantifies substantial theoretical upside at deal close, implying strong motivation to complete a transaction . Independent oversight exists, but SPAC conflicts are explicitly acknowledged by the company .
- Retention risk is low pre‑deal (no employment contracts to unwind), but post‑deal roles/compensation will be determined by the combined company; analysts should scrutinize F‑4/proxy disclosures for CEO compensation frameworks and lock‑up terms at de‑SPAC .
- Trading signals: Watch extension vote/redemption levels and relisting progress (Nasdaq condition), as public float and founder lock‑ups will drive post‑close supply; redemption price and OTC pricing signal limited arbitrage pre‑vote (~$11.43 vs $11.24 at last quote cited) .
- Governance: Dual role (CEO + Chairman) plus sponsor management heightens independence concerns; mitigation via committee independence and audit reviews is disclosed, but ownership concentration (95.6% by initial shareholders) effectively controls key votes .
Overall, Roy’s sponsor‑tied incentives and lock‑up structure are the primary levers for alignment and potential selling pressure at de‑SPAC; compensation specifics will emerge only upon business combination and should be a focal point in subsequent filings .