Diane Glossman

About Diane B. Glossman

Independent director since 2021 (age 69). Former sell-side research leader with 25 years covering banks/brokers/fintech, including Managing Director and head of U.S. bank, brokerage and fintech research at UBS; prior co-head roles at Lehman Brothers (global bank research; head of Internet financial services) and Salomon Brothers (U.S. bank stock research). Multiple-time member of Institutional Investor’s All-America Research Team; earned a B.S. in Economics from The Wharton School, University of Pennsylvania . The Board has designated her an “audit committee financial expert” under SEC rules .

Past Roles

External Roles

Board Governance

• Committee structure and roles
  • Audit Committee: Members—Diane B. Glossman (Chair), Supurna VedBrat, Saurav Adhikari; all independent; Board determined Glossman is an “audit committee financial expert.” Mandate includes oversight of financial statements, legal/regulatory compliance, auditor independence/performance, internal audit, and preparation of the Audit Committee report; written charter on website .
  • Compensation Committee: Members—Saurav Adhikari (Chair), Ajay Shah; both independent; empowered to retain independent advisors; written charter on website .
  • Nominating & Corporate Governance Committee: Members—Zoë Ashcroft (Chair), Ajay Shah; both independent; oversees director nominations; written charter on website .
• Independence: Board determined Glossman is independent under Nasdaq and SEC rules .
• Attendance and meeting cadence (FY ended Mar 31, 2024): Board met 7x; Audit 5x; Compensation 1x; Nominating & Governance 2x. All directors and all members of each committee attended at least 75% of their respective meetings .
• Audit oversight: The Audit Committee (signed by Chair Diane B. Glossman) reviewed FY2024 audited financials, discussed required matters with the independent auditor, received PCAOB-required independence communications, and recommended inclusion of the audited financials in the Form 10-K. The Committee also has a formal pre-approval policy for audit and permitted non-audit services .
• Executive sessions: Independent directors have regularly scheduled meetings at which only independent directors are present .

Fixed Compensation

Note: The proxy states that no cash compensation or equity awards had been paid or issued as of the filing, despite the amounts shown for FY2024 to be paid in RSUs .

Performance Compensation

• Equity plan framework: Roadzen 2023 Omnibus Incentive Plan authorizes awards up to 10% of outstanding ordinary shares (evergreen feature). The Compensation Committee recommends terms and vesting, which may be time- or performance-based, and may require non-compete/non-solicit agreements; forfeited shares return to the pool .
• Director performance metrics: No specific performance metrics tied to director compensation are disclosed; non-employee director compensation elections were equity-only for FY2024 and FY2025, with no awards issued as of the filing .

Other Directorships & Interlocks

• Related-party transactions oversight: Roadzen maintains a written related-party transactions policy requiring Audit Committee approval of covered transactions . The proxy details several 2023–2024 related-party financings involving other directors (Marco Polo/Steven Carlson; Avacara/Rohan Malhotra; Supurna VedBrat; Ajay Shah), but none involving Glossman .

Expertise & Qualifications

• Audit Committee Financial Expert as defined by SEC; financial literacy for all Audit members affirmed by the Board .
• Deep financial services domain expertise across banks/brokers/fintech; multiple-time Institutional Investor All-America Research Team member .
• Governance credentials from serving as Audit Chair at Barclays Bank Delaware and Barclays US LLC; Risk Committee Chair at Live Oak Bancshares .
• Education: B.S. in Economics, The Wharton School, University of Pennsylvania .

Equity Ownership

• Outstanding shares reference: 74,190,986 ordinary shares as of March 17, 2025 .
• Insider filings: Initial Form 3 filed by Diane Beth Glossman on Nov 22, 2021 (initial statement by director/officer/10% owner) .

Governance Assessment

• Strengths

  • Independent director; designated Audit Committee Financial Expert; chairs Audit Committee, which actively oversees financial reporting, auditor independence, and pre-approves audit/non-audit services .
  • Robust governance scaffolding in place: charters, code of conduct, corporate governance guidelines, and clawback policy adopted November 30, 2023 .
  • External governance experience (Audit/Risk chair roles at regulated financial institutions) enhances oversight credibility at a newly public insurtech issuer .

• Watch items / potential investor-perception risks

  • Alignment/ownership: Disclosed beneficial ownership is 0 shares as of March 17, 2025, and director equity awards had not yet been issued as of the proxy filing despite equity-only elections for FY2024 and FY2025; investors may watch for timely issuance and accumulation of equity to reinforce alignment .
  • Board-related party activity: While none involve Glossman, Roadzen disclosed multiple related-party financings involving other directors and the Chairman; continued rigorous Audit Committee oversight (chaired by Glossman) of related-party matters is important for investor confidence .
  • Attendance disclosure is at the threshold level (≥75%); no director-specific attendance rates are provided, which limits transparency into individual engagement beyond the threshold .

• Overall: Glossman brings strong financial expertise and audit leadership with independence affirmed, which are positives for board effectiveness. Near-term alignment optics hinge on the fulfillment of equity award issuances elected for director compensation and ongoing, transparent handling of related-party transactions by the Audit Committee .