Saurav Adhikari
About Saurav Adhikari
Independent director (Age 66) with four decades across technology, FMCG, and consumer durables; former HCL senior executive (2000–2019) leading corporate strategy, BPO growth, and large tech investments (e.g., Actian $330M, IBM product carve-outs, HCL–CSC JV, DSL Software JV). He served as Chairman of SPAC Vahanna (June 2021 to close) and has been a Roadzen director since September 2023; education includes MBA (Bombay University), BA Economics (Delhi University), and AMP (INSEAD). The Board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HCL | President, Corporate Strategy; President, BPO North America; Founding President of startup corporate networking firm | 2000–2019 | Led pivots to IP-led solutions; executed multi-hundred million dollar investments incl. Actian ($330M), IBM carve-outs, HCL–CSC JV, 51% DSL Software JV; built PE/VC partnerships. |
| Unilever; PepsiCo; Groupe SEB | Senior leadership/executive roles | Prior to 2000 | Global leadership across FMCG/consumer durables. |
External Roles
| Organization | Role | Tenure | Notes/Committees |
|---|---|---|---|
| Goodricke Group Ltd (BSE/NSE) | Director | Since 2019 | Public company (India). |
| Accelya Solutions India Ltd (BSE/NSE) | Director | Since 2022 | Public company (India). |
| Zee Entertainment Enterprises Ltd (BSE/NSE) | Director | Since 2024 | Public company (India). |
| Bridgeweave Ltd (UK) | Director | Since 2021 | Private AI-based fintech. |
| Shiv Nadar University | Board member | Ongoing | Not-for-profit governance role. |
| Shiv Nadar Foundation | Senior Advisor | Ongoing | Not-for-profit advisory. |
Board Governance
- Committees: Audit Committee member; Compensation Committee chair; not on Nominating & Corporate Governance (members: Ashcroft [chair], Shah).
- Independence: Board determined Adhikari is independent under Nasdaq; independent directors hold regular sessions.
- Attendance and activity (FY2024): Board met 7x; Audit 5x; Compensation 1x; Nominating 2x. All directors and all committee members attended at least 75% of their meetings.
- Board structure: Seven directors; one-year terms; CEO (Malhotra) separate from Chair (Carlson).
- Clawback: Nasdaq-compliant compensation recovery policy effective Nov 30, 2023.
- Insider trading policy in place; independent director sessions scheduled.
Fixed Compensation
| Item | Amount/Status |
|---|---|
| Standard annual non-employee director compensation | $200,000 (annual), with additional $50,000 for Chairman and $50,000 for Audit Chair. |
| FY2024 director pay form | Directors elected equity-only compensation; amounts shown as fees “to be paid in the form of RSU grants”; no cash paid as of filing. |
| FY2024 – Saurav Adhikari fees | $105,464 (to be paid via RSUs). |
| FY2025 director pay form | Directors elected to receive compensation only in equity; no cash or equity issued as of filing. |
Notes: The Chairman and Audit Chair receive an extra $50,000; Adhikari is Compensation Chair (no extra fee disclosed for Comp Chair).
Performance Compensation
- Director equity is service-based (RSUs) per elections; no performance metrics tied to director compensation disclosed.
- Company-wide 2023 Omnibus Incentive Plan allows awards up to an initial 10% of outstanding shares (evergreen), with vesting potentially based on service and/or performance at the compensation committee’s discretion.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Goodricke Group Ltd; Accelya Solutions India Ltd; Zee Entertainment Enterprises Ltd. |
| Potential interlocks | No Roadzen disclosure of interlocks creating conflicts for Adhikari. |
| Related-party transactions | Proxy discloses related-party financings involving other directors/entities (Marco Polo/Chairman; VedBrat; Krishnan-Shah/Ajay Shah), not Adhikari. |
Expertise & Qualifications
- Technology operator/investor with deep dealmaking (PE/VC relationships) and corporate strategy experience; cross-sector background spanning tech, FMCG, and consumer durables.
- Audit Committee member meeting Nasdaq financial literacy requirements; audit chair financial expert is Glossman.
- Education: MBA (Bombay University), BA Economics (Delhi University), AMP (INSEAD).
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Saurav Adhikari | 0 | – | Company states no pledges by directors; RDZN shares outstanding: 74,190,986 as of Mar 17, 2025. |
Governance Assessment
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Positives:
- Independent director; chairs Compensation Committee and serves on Audit, signaling trust in oversight roles.
- Strong operating and transaction background relevant to RDZN’s tech/AI-insurtech strategy; meets audit financial literacy.
- Equity-only director compensation elections (FY2024 and FY2025) support alignment with shareholders.
-
Watch items / potential red flags:
- Zero beneficial ownership reported as of Mar 17, 2025 suggests limited current “skin-in-the-game” (equity grants elected but not yet issued as of filing).
- Company discloses no hedging policy (i.e., no prohibition), which some investors view as a governance risk; insider trading policy exists.
- Related-party financings involve other directors (Chairman via Marco Polo; VedBrat; Shah-linked entity); while no Adhikari-specific transaction is disclosed, ongoing audit/comp oversight and related-party policy rigor are important to monitor.
-
Process/controls context: Written charters, corporate governance guidelines, and clawback policy are in place; independent sessions are planned; board/committee activity levels disclosed with ≥75% attendance.
Overall: Adhikari brings substantial strategic and transaction expertise and holds key oversight roles (Compensation Chair; Audit member), but current disclosed personal ownership is nil. Continued transparency on director equity issuance, enforcement of related-party approvals, and adoption of explicit anti-hedging provisions would strengthen alignment and investor confidence.