Jean-Noël Gallardo
About Jean-Noël Gallardo
Jean-Noël Gallardo is Roadzen’s Chief Financial Officer; he served as Interim Global CFO from October 2023 and was appointed CFO on January 4, 2024. He is 49, holds an MBA in Finance from DePaul University’s Kellstadt Graduate School of Business, and a BS in Commerce (Finance) from DePaul’s Driehaus College of Business, with prior roles across insurtech, claims administration, brokerage, and investment banking . Under his tenure, Roadzen reported Q2 FY2026 revenue of $13.7 million (+15.2% YoY), gross margin of 55.7%, fifth consecutive sequential improvement in adjusted EBITDA (loss of $(1.1) million), and a sharply reduced net loss versus prior year, reflecting disciplined cost management and operational improvements .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roadzen Inc. | Interim Global CFO | Oct 2023–Jan 2024 | Stabilized finance function ahead of permanent CFO appointment |
| Roadzen Inc. | Chief Financial Officer | Jan 2024–present | Principal financial and accounting officer; led IR, compliance, FP&A, controls |
| Aclaimant, Inc. | Vice President of Finance | Nov 2020–Feb 2023 | Finance leadership at an insurtech platform for safety and risk management |
| LJR Holdings, Inc. | Chief Financial Officer | Not disclosed | CFO for holding company with third‑party claims administrator and managed care subsidiaries |
| Gallagher Bassett Services, Inc. | Vice President of Finance | Not disclosed | Finance leadership at risk management unit of Arthur J. Gallagher & Co. |
| CNA Small Commercial | FP&A Lead | Not disclosed | Led FP&A for Small Commercial business |
| Investment Banking (Middle‑Market M&A) | Associate/Banker | Not disclosed | Executed M&A across North America |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public-company directorships disclosed in filings |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % (of Base) | Actual Bonus Paid ($) |
|---|---|---|---|
| FY 2024 | 47,502 | 50% (per Employment Agreement) | — (none disclosed) |
| FY 2025 | 250,000 | 50% (per Employment Agreement) | — (none disclosed) |
Performance Compensation
Equity Awards (RSUs)
| Grant Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| RSU (initial award) | May 24, 2024 | 115,000 | 430,100 | 38,333 on Nov 21, 2024; 38,333 on Nov 21, 2025; 38,334 on Nov 20/21, 2026 (per Employment Agreement and 10-K) |
Annual Incentive Plan (Cash Bonus)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate, business unit, and/or individual performance goals set by Board/Comp Committee | Not disclosed | Not disclosed | Not disclosed | Not disclosed | N/A (cash) |
Roadzen did not pay Mr. Gallardo a discretionary cash bonus in FY2025; no short‑term cash/equity incentives were granted beyond the RSU award noted above .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 38,333 ordinary shares; less than 1% of outstanding shares |
| Unvested RSUs | 76,667 as of after Nov 21, 2024 vest (scheduled: 38,333 on Nov 21, 2025; 38,334 on Nov 20/21, 2026) |
| Pledging | Filings state: “To our knowledge, no Ordinary Shares beneficially owned by any executive officer or director have been pledged as security” |
| Hedging/derivatives | Prohibited; no short sales or derivative trading in company securities allowed |
| Margin accounts/pledging policy | Pledging/margin accounts require prior approval, with stringent undertakings to avoid forced sales during blackout/inside information periods |
| 10b5‑1 plans | Permitted subject to pre‑clearance, cooling‑off periods, good faith certifications; overlapping plans restricted |
Employment Terms
| Term | Provision |
|---|---|
| Appointment | CFO effective January 4, 2024; principal financial and accounting officer |
| Contract Term | Initial term through March 31, 2025; auto one‑year renewals unless 60‑day non‑renewal notice |
| Base Salary | $250,000 per year (US executives payroll practices) |
| Target Bonus | 50% of base, based on goals set by Board/Comp Committee; stretch bonuses possible |
| RSU Eligibility | Initial RSU award of 115,000 (vesting in three equal annual tranches); eligible for annual RSU grants thereafter per policy |
| Severance (no cause/Good Reason) | 12 months salary continuation (offset by new engagement earnings after 2 months), pro‑rated annual bonus based on actual performance, up to 12 months COBRA reimbursement (subject to conditions) |
| Severance (non‑renewal without cause) | Salary continuation and COBRA reimbursement (subject to release) |
| Clawback | Subject to company clawback policy compliant with Nasdaq/Dodd‑Frank |
| 280G (excise tax) | Cut-back to avoid 4999 excise tax; waterfall reduces parachute payments without gross‑up |
| Non‑solicit | 12 months post‑termination non‑solicitation of employees/contractors |
| Non‑disparagement | Mutual non‑disparagement with carve-outs for lawful disclosures |
| Confidentiality & IP | Robust confidentiality and IP assignment/moral rights waiver provisions |
| Governing Law & Dispute Resolution | California law; JAMS arbitration; jury trial waiver |
Performance & Track Record
- Q2 FY2026 revenue grew 15.2% YoY to $13.7 million; gross margin 55.7% vs. 56.1% prior year; adjusted EBITDA loss improved to $(1.1) million (fifth sequential improvement); net loss reduced to $(2.1) million vs. $(21.8) million prior year driven by normalization of non‑cash/extraordinary items and cost discipline .
- FY2025 results: revenue $44.3 million; operating loss $(60.8) million; net loss $(72.9) million; stock‑based compensation $47.2 million; management and auditors disclosed going‑concern risks and plans to strengthen liquidity (context for cost and capital actions during his tenure) .
- CFO certifications under SOX 302/906 and signing authority on 10‑K/10‑Q underscore accountability for controls and reporting quality .
Compensation Committee & Governance Context
- Compensation Committee members: Saurav Adhikari (Chair) and Ajay Shah; both independent under Nasdaq/SEC rules; responsible for executive compensation, incentive/equity plans, and consultant oversight .
- Insider trading and 10b5‑1 administration overseen by the CFO or Audit Chair, with audit committee review, pre‑clearance, blackout controls, and prohibited transactions to align executive behavior with shareholder interests .
Multi‑Year Compensation Summary (Named Executive Officer)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | 47,502 | 250,000 |
| Bonus ($) | — (none disclosed) | — (none disclosed) |
| Share Awards ($) | — (none disclosed) | 430,100 |
| Total ($) | 47,502 | 680,100 |
Equity Awards Outstanding (as of FY2025 year‑end)
| Name | Options (Unvested) | RSUs (Unvested) | Market/Payout Value ($) |
|---|---|---|---|
| Jean-Noël Gallardo | 0 | 115,000 | 119,600 (at $1.04 close on Mar 31, 2025) |
Equity Ownership & Beneficial Ownership Table (Executive)
| Name | Ordinary Shares | % of Total Voting Power |
|---|---|---|
| Jean-Noël Gallardo | 38,333 | <1% |
Related Party, Hedging/Pledging, and Policy Red Flags
- Anti‑hedging/derivatives and short‑sale prohibitions across officers/directors; pledging/margin accounts tightly controlled via pre‑clearance and undertakings to avoid forced sales—mitigating misalignment risks .
- Filings affirm “to our knowledge” no executive officer or director shares pledged—reducing collateral risk signals .
- Clawback policy effective Nov 30, 2023, compliant with Nasdaq and Dodd‑Frank—supports pay‑for‑performance integrity .
Investment Implications
- Alignment: Fixed pay is modest ($250k) with meaningful equity vesting through Nov 2026; anti‑hedging/pledging rules and clawback enhance alignment with shareholders and control quality .
- Retention and selling pressure: Auto‑renewal employment terms plus 12‑month salary severance and pro‑rated bonus reduce near‑term flight risk; however, annual RSU tranche vestings (Nov 2024/2025/2026) can create localized insider selling windows, warranting monitoring of 10b5‑1 plan disclosures/Form 4 activity around those dates .
- Execution signals: CFO commentary and improved quarterly KPIs (revenue growth, adjusted EBITDA trend, net loss reduction) suggest operational discipline; watch debt facility extensions (e.g., Mizuho) and liquidity actions as levers for cash flow breakeven targets .
- Data gaps: No disclosed ownership guidelines or specific annual bonus metrics/payouts for FY2025; investors should seek upcoming proxy/10‑K updates to assess pay‑for‑performance calibration and any changes to equity award design .