Ajay Shah

About Ajay Shah

Ajay Shah (age 64) is an independent director of Roadzen (RDZN), serving since 2021 (director of Vahanna since Nov 2021 through the business combination). He was Managing Partner at Silver Lake (2007–2021) and co-founded Silver Lake Sumeru; previously Chairman and CEO roles at SMART Global Holdings (SGH) and CEO of Maui Greens. He holds a B.S. in Engineering (MSU Baroda) and an M.S. in Engineering Management (Stanford). We view his background as deep in technology, private equity, and public company leadership.

Past Roles

External Roles

Board Governance

• Independence: Roadzen determined Mr. Shah is an independent director under Nasdaq and SEC rules. Independent directors hold regular executive sessions.
• Committee assignments:
  • Compensation Committee member (Chair: Saurav Adhikari). Both members independent. Responsibilities include executive/director pay programs, incentive plan oversight, and compensation committee report. Charter permits use of independent advisors.
  • Nominating & Corporate Governance Committee member (Chair: Zoë Ashcroft). Both members independent. Oversees director nominations and board composition; selection guidelines emphasize achievements, expertise, ethics, and diversity.
• Attendance and engagement: FY2024—Board met 7 times; Audit 5; Compensation 1; Nominating & Governance 2. All directors attended at least 75% of their respective meetings.

Fixed Compensation

Policy and FY2024 director compensation (elected to receive in equity; see note):

Note: Proxy states directors elected to receive compensation “only in equity,” yet the compensation table header shows “Fees Earned or Paid in Cash.” The filing clarifies these are to be paid as RSU grants and none had been paid/issued as of filing.

Performance Compensation

• No performance-conditioned director equity awards or director-specific performance metrics disclosed. Non-employee directors elected to receive compensation in equity (RSUs) for FY2024 and FY2025; as of the proxy filing, no cash compensation or equity awards had been paid or issued.

Other Directorships & Interlocks

• No current public company directorships were disclosed for Mr. Shah in the latest proxy; prior public service includes SGH.

Expertise & Qualifications

• Private equity and growth investing (Silver Lake/Sumeru), public company operating leadership (SGH CEO/Chair), and scaling technology businesses. Degrees in engineering and engineering management. Board believes these experiences qualify him for continued service.

Equity Ownership

• Company disclosure: “To our knowledge, no Ordinary Shares beneficially owned by any executive officer or director have been pledged as security.”

Insider & Affiliated Transactions (Related-Party Exposure)

• Company policy: Related-party transactions must be approved by the Audit Committee per written policy; threshold defined and process described.

Director Compensation Detail (FY2024)

• Clawback policy: Effective Nov 30, 2023; compliant with Nasdaq listing rules (Dodd‑Frank).
• Hedging policy: “The Company does not have any practices or policies regarding hedging.”

Governance Assessment

• Strengths

  • Independent director with substantial PE and operating experience; sits on Compensation and Nominating & Governance committees (skills are relevant to pay and board composition).
  • Board independence confirmed; independent directors meet in executive sessions; attendance at/above 75% across all committees and board.
  • Clawback policy in place aligned with Nasdaq rules.
  • Director compensation elected in equity for FY2024 and FY2025, signaling alignment with shareholders (though issuance pending at filing date).

• Risk indicators and potential RED FLAGS

  • Related-party financing: Mr. Shah’s affiliated LP (Krishnan‑Shah Family Partners LP) purchased $500,000 senior secured notes and received 50,000 long-dated, price‑protected warrants. While approved under policy, this creates potential conflict/perception risk around capital structure decisions and future dilution. Audit Committee oversight is critical.
  • Hedging policy: Company discloses no hedging policies/practices—this is a shareholder-alignment risk if directors or executives hedge company exposure. Consider adoption of formal anti‑hedging/anti‑pledging policies.
  • Concentration and related transactions beyond Mr. Shah: Separate related-party share issuances to Marco Polo (chairman-affiliated) and Avacara (CEO‑affiliated) underscore broader related‑party activity; governance process and disclosure mitigate but optics can weigh on investor confidence.

• Implications for investors

  • Mr. Shah’s capital support (notes and affiliated warrants) indicates insider confidence but raises alignment/entrenchment optics if terms are favorable relative to third parties. Monitoring Audit Committee approvals, future conversions/exercises, and dilution is warranted.
  • Equity-only director pay design fosters alignment; as grants are issued, track vesting and holding behavior to assess true skin‑in‑the‑game.

Appendix: Board & Meetings Snapshot

• Board size: 7; annually elected.
• Committees & chairs: Audit (Chair: Diane B. Glossman), Compensation (Chair: Saurav Adhikari), Nominating & Governance (Chair: Zoë Ashcroft). Mr. Shah is not a chair.
• Meetings in FY2024: Board 7; Audit 5; Compensation 1; Nominating & Governance 2; all directors ≥75% attendance.