Rohan Malhotra
About Rohan Malhotra
Rohan Malhotra is the Chief Executive Officer and a director of Roadzen Inc., founder of Roadzen (DE) in 2015, and has served as CEO since inception. He holds a bachelor’s degree in Engineering from NSIT, Delhi University, and a master’s in Electrical and Computer Engineering from Carnegie Mellon University focused on robotics, AI, and control systems; he is 39 and has been a Roadzen director since 2023 . As principal executive officer, he signed Sarbanes-Oxley Section 906 certifications in the FY2025 Form 10-K .
Roadzen financial trends under his leadership:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue ($USD) | $13,560,498* | $46,724,287 | $44,296,098 |
| EBITDA ($USD) | -$9,907,936* | -$75,472,979* | -$58,792,332* |
| Values with * retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roadzen (DE) | Founder & Chief Executive Officer | 2015–present | Founded and led AI-driven insurance technology platform; ongoing growth as CEO and director . |
| Avacara Global Solutions | Chief Executive Officer | Jun 2011–Jul 2014 | Led enterprise software/data analytics services business for Fortune 500 clients . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avacara PTE Ltd. | Majority shareholder; Managing Director/Managing Partner | At least 2024–present | Investment entity holding 17,473,213 RDZN shares; Malhotra controls voting and directs Avacara’s shareholdings; Malhotra disclaims beneficial ownership except to pecuniary interest . He also signed the Avacara debt-for-equity binding term sheet for $938,000 on 7/18/2024 . |
Fixed Compensation
| Year | Base Salary (USD) | Bonus (USD) | Notes |
|---|---|---|---|
| 2024 | $108,774 | — | Salary paid in INR; translated at 1 INR = 0.01208 USD . |
| 2023 | $113,852 | $16,181 | Paid in INR; translated at 1 INR = 0.01265 USD . |
Performance Compensation
RSU Grants and Vesting
| Grant Date | Issuer/Plan | RSUs at Roadzen (DE) | Conversion Rate | RSUs at Roadzen (BVI) | Grant-Date Fair Value (USD) | Initial Vest Date | Vesting Amendments |
|---|---|---|---|---|---|---|---|
| Sep 18, 2023 | 2023 Omnibus Incentive Plan | 206,400 | 27.212 | 5,616,550 | $60,827,237 | Sep 17, 2024 | Amended to Sep 17, 2025 (effective Sep 13, 2024; disclosed Nov 8, 2024) ; Amended again to Sep 17, 2026 (Jul 24, 2025) . |
Outstanding Equity Awards – Market Value Snapshots
| As-of Date | RDZN Close Price | Unvested RSUs | Market/Payout Value |
|---|---|---|---|
| Mar 28, 2024 | $6.50 | 5,616,550 | $36,507,575 . |
| Mar 31, 2025 | $1.04 | 5,616,550 | $5,841,212 . |
Roadzen did not grant long-term equity incentive awards to Malhotra during FY2024 beyond the above RSUs and paid no short-term cash bonus to him in FY2024 . RSUs are time-based with single-cliff vesting; no performance metric (TSR/revenue/EBITDA) weighting for the award was disclosed .
Insider Sale Restrictions (Debt-for-Equity Exchange Shares)
| Item | Terms |
|---|---|
| Exchange consideration | $938,000 of Avacara receivable exchanged for RDZN shares at greater of $2.80 or 30-trading-day trailing VWAP as of 33rd day after Q1 FY2025 10-Q filing (Issuance Date anticipated ~Sep 16, 2024) . |
| Registration | Piggy-back + demand registration rights; best efforts to register within 90 days post Issuance Date if no piggy-back occurs . |
| Sale lock-up | 30% saleable at 91 days after Issuance Date; 30% at 181 days; remainder after 9 months + 1 day post Issuance Date . |
Equity Ownership & Alignment
| Component | Shares | % of Voting Power | Notes |
|---|---|---|---|
| Direct personal ownership | 807,837 | — | As of Mar 17, 2025 . |
| RM Securities LLC (sole member: Malhotra) | 45,854 | — | As of Mar 17, 2025 . |
| Avacara PTE Ltd. (Malhotra managing director; controls voting) | 17,473,213 | 23.6% | Malhotra disclaims beneficial ownership except to pecuniary interest . |
| Total beneficial ownership | 18,326,904 | 24.7% | Based on 74,190,986 shares outstanding . |
| Unvested RSUs (not included above) | 5,616,550 | — | Granted 9/18/2023; single-cliff vest now scheduled 9/17/2026 . |
| Pledging status | — | — | “To our knowledge, no Ordinary Shares beneficially owned by any executive officer or director have been pledged as security” . |
| Hedging policy | — | — | Company states it does not have any practices or policies regarding hedging . |
Employment Terms
| Term | Details |
|---|---|
| Employment agreement | As of the 2025 proxy, Malhotra is not party to an employment agreement with Roadzen or its subsidiaries . |
| Severance and change-in-control | Malhotra was not eligible for any payments upon termination, resignation, or change in control in FY2024, other than as required by local regulations ; similarly not eligible in FY2025 . |
| Clawback policy | Compensation recovery policy compliant with Nasdaq/Dodd-Frank, effective Nov 30, 2023; policy filed as exhibit to FY2024 10-K and reiterated in FY2025 10-K . |
| Insider trading policy | Company maintains an insider trading policy covering directors, officers, employees, and household members . |
| Non-compete/non-solicit via plan | Incentive Plan provides that awards may be conditioned on customary non-compete and non-solicit agreements at the compensation committee’s discretion . |
Board Governance
- Role: Chief Executive Officer and Director; Director since 2023; age 39 .
- Chair/lead structure: Chairman is Steven Carlson; Malhotra is not Chairman, reducing CEO-Chair dual-role concerns .
- Committees and independence:
- Audit Committee: Diane B. Glossman (Chair), Supurna VedBrat, Saurav Adhikari; all independent; Glossman designated “financial expert” .
- Compensation Committee: Saurav Adhikari (Chair), Ajay Shah; both independent .
- Nominating & Corporate Governance Committee: Zoë Ashcroft (Chair), Ajay Shah; both independent .
- Attendance: In FY2024, board met 7 times; audit 5; compensation 1; nominating 2; all directors and committee members attended ≥75% of meetings .
- Independence: 5 of 7 directors are independent (Adhikari, Shah, VedBrat, Ashcroft, Glossman); independent directors meet in executive session .
Director Compensation (Context)
| Name | FY2025 Fees Earned or Paid in Cash (USD) | Notes |
|---|---|---|
| Saurav Adhikari | $200,000 | Non-employee director program: $200,000 annual; Chairman and Audit Chair receive extra $50,000 . |
| Steven Carlson (Chairman) | $250,000 | Includes $50,000 Chairman premium . |
| Ajay Shah | $200,000 | — . |
| Supurna VedBrat | $200,000 | — . |
| Zoë Ashcroft | $200,000 | — . |
| Diane B. Glossman (Audit Chair) | $250,000 | Includes $50,000 Audit Chair premium . |
Note: For FY2024, non-employee directors elected to receive compensation only in equity; prorated amounts disclosed; no cash/equity was paid or issued as of the filing .
Performance & Track Record
- Founding and leadership: Malhotra founded Roadzen (DE) in 2015; serves as CEO and director; advanced AI credentials and domain experience in robotics and control systems .
- Capital structure actions: On July 18, 2024, a Special Committee unanimously approved related parties (including Malhotra via Avacara) to exchange $3.5 million of short-term debt for equity with staged sale restrictions, simplifying the balance sheet and adding lock-ups that reduce near-term selling pressure .
- Financial trajectory: Revenues increased FY2023→FY2024 and modestly declined in FY2025; EBITDA losses narrowed FY2024→FY2025 (see table above) . Values with * retrieved from S&P Global.
Investment Implications
- Alignment: Malhotra’s substantial beneficial ownership (24.7% of voting power) and additional unvested RSUs indicate high “skin in the game,” with no pledging reported—a positive for long-term alignment .
- Selling pressure: RSU vest deferrals from 2024→2025→2026 push potential supply out, while exchange shares carry staggered sale windows (91/181 days/9 months), moderating near-term insider overhang .
- Retention and incentives: Absence of a CEO employment agreement and no severance/change-in-control protection may reduce entrenchment but could elevate retention risk; compensation structure in FY2024 was dominated by time-based RSUs without disclosed performance metrics .
- Governance checks: Independent chair and fully independent audit/compensation committees mitigate dual-role concerns; adoption of a Dodd-Frank-compliant clawback policy strengthens pay-for-performance discipline .
- Related-party dynamics: Debt-for-equity exchanges with CEO- and Chairman-affiliated entities were approved by a Special Committee, but remain a governance sensitivity to monitor (registration rights and sale schedules disclosed) .