Steven Carlson
About Steven Carlson
Steven Carlson (age 65) is Chairman of the Board and a director of Roadzen Inc. (RDZN), serving since 2023. He is an experienced financial services executive and entrepreneur with prior senior roles at INTL FCStone Financial, Lehman Brothers, and Fannie Mae. He holds a B.A. in Economics from the University of Maryland and a Master’s in Public Policy from Harvard Kennedy School . The Board leadership structure separates the CEO and Chair roles, with Rohan Malhotra as CEO and Mr. Carlson as Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| INTL FCStone Financial Inc. | President & Head of Investment Banking | 2010–2016 | Led investment banking; preceded current entrepreneurial roles |
| Provident Group (acquired by INTL in 2010) | Founder, Chairman & CEO | 1998–2010 | Boutique IB; capital raising, M&A; acquired by INTL in 2010 |
| Lehman Brothers | Managing Director; various senior positions | Pre-1998 | Led global emerging markets, institutional client group, MBS trading & research |
| Fannie Mae | Early career | N/A | Began finance career |
External Roles
| Organization | Capacity | Since | Notes |
|---|---|---|---|
| Quantum Fintech Acquisition Corp. | Independent Director | Feb 2021 | Public company directorship |
| Magellan Global | Co‑Chairman | 2016 | Financial services holding company (owns Marco Polo Exchange/Marco Polo Securities) |
| Marco Polo Securities, Inc. | Co‑Chairman and CEO | Current | Distribution platform enabling foreign financial firms to market in the U.S. |
| Pi Capital International LLC | Managing Partner | Current | Capital raising and M&A advisory; affiliate securities via Marco Polo Securities |
Board Governance
- Board and committee activity (FY2024): Board met 7x; Audit 5x; Compensation 1x; Nominating & Corporate Governance 2x. All directors attended ≥75% of meetings of the Board and their committees .
- Committee memberships: Audit (Glossman, Chair; VedBrat; Adhikari) ; Compensation (Adhikari, Chair; Shah) ; Nominating & Corporate Governance (Ashcroft, Chair; Shah) . Mr. Carlson is not listed as a member of these committees, consistent with best practice for non‑independent chairs .
- Independence: The Board determined that Adhikari, Shah, VedBrat, Ashcroft, and Glossman are independent under Nasdaq rules; Mr. Carlson is not identified as independent .
- Board leadership: Roles are split—CEO (Rohan Malhotra) and Chairman (Steven Carlson)—to enable CEO operational focus and Board oversight led by the Chair .
- Independent director executive sessions: The Company states independent directors will have regularly scheduled meetings at which only independent directors are present .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $200,000 | FY2024 prorated from business combination; for FY2025 directors elected equity‑only compensation, but as of filing no cash or equity was issued . |
| Chairman premium | +$50,000 | Applies to Mr. Carlson . |
| Audit Chair premium | +$50,000 | Applies to Diane B. Glossman . |
| FY2024 director compensation (to be paid as RSUs) | Steven Carlson: $131,831; other directors shown at $105,464 except Audit Chair also $131,831 | Directors elected to receive FY2024 compensation in RSUs; table reflects amounts to be paid in the form of RSU grants . |
Performance Compensation
| Performance Element | Structure | Metrics/Terms |
|---|---|---|
| Director equity (annual) | Directors elected equity grants in lieu of cash (FY2024 and FY2025 elections noted) | No performance metrics disclosed for director equity; standard annual grants, not PSU/metric‑conditioned . |
| Clawback policy | Adopted Nov 30, 2023; Nasdaq‑compliant | Applies to incentive compensation consistent with Dodd‑Frank requirements; policy filed as exhibit to FY2024 10‑K . |
Other Directorships & Interlocks
| Type | Detail | Potential Conflict/Interlock Analysis |
|---|---|---|
| Public board | Independent Director, Quantum Fintech Acquisition Corp. | No direct conflict disclosed with RDZN operations . |
| Affiliated firm | CEO and Co‑Chairman of Marco Polo Securities; Co‑Chairman of Magellan Global | Related‑party transaction: on Dec 27, 2024, ~$3.5M of Company liabilities to Marco Polo and Avacara were cancelled for 1,227,857 shares (892,857 to Marco Polo). Chairman Steven Carlson is a principal and controlling person of Marco Polo—creates related‑party optics and potential conflict; subject to Company related‑party policy . |
Expertise & Qualifications
- 30+ years in financial services; leadership across investment banking, capital markets, and corporate advisory .
- Founding and M&A integration experience (Provident Group founded 1998; acquired by INTL 2010) .
- Education: B.A. Economics (University of Maryland); M.P.P. (Harvard Kennedy School) .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| Steven Carlson | 892,857 Ordinary Shares | 1.2% | Record holder is Marco Polo Securities, Inc., where Mr. Carlson is CEO; he may be deemed a beneficial owner and disclaims beneficial ownership except to the extent of his pecuniary interest . |
| Pledging | Company statement | N/A | “To our knowledge, no Ordinary Shares beneficially owned by any executive officer or director have been pledged as security.” |
Insider Trades
| Date (Filing/Trade) | Form | Security/Amount | Context |
|---|---|---|---|
| Dec 31, 2024 (filed) / Dec 27, 2024 (subscription) | Form 4 | 892,857 Ordinary Shares to Marco Polo Securities | Issued in exchange for cancellation of Company liabilities per Subscription Agreements; Marco Polo is related party controlled by Chairman Steven Carlson . |
Governance Assessment
- Positive indicators:
- Separation of Chair and CEO roles; Chair focused on oversight .
- Independent committees with appropriate financial expertise on Audit (Glossman designated “audit committee financial expert”) .
- Board and committee meeting cadence with ≥75% attendance by all directors .
- Adoption of a Nasdaq‑compliant clawback policy .
- Risk indicators and potential conflicts:
- Chairman not designated independent under Nasdaq; independence roster excludes Mr. Carlson .
- Related‑party transaction involving Marco Polo (controlled by the Chairman) to equitize ~$3.5M of liabilities for shares—raises conflict‑of‑interest optics; should be scrutinized for process (independent review/recusal) .
- Company discloses no practices or policies regarding hedging in executive compensation discussion; absence of a formal anti‑hedging policy may be viewed as a governance gap relative to best practice, though an insider trading policy exists .
- Insider financing by other directors (convertible debentures and high‑rate secured notes with warrants) indicates reliance on insider capital; while supportive, it introduces pricing/terms scrutiny and ongoing related‑party complexity .
Committee Assignments, Chair Roles, and Independence
| Area | Status |
|---|---|
| Board Chair | Steven Carlson, Chairman of the Board |
| Audit Committee | Members: Glossman (Chair), VedBrat, Adhikari; Carlson not listed |
| Compensation Committee | Members: Adhikari (Chair), Shah; Carlson not listed |
| Nominating & Corporate Governance | Members: Ashcroft (Chair), Shah; Carlson not listed |
| Independence | Not identified as independent (independent directors: Adhikari, Shah, VedBrat, Ashcroft, Glossman) |
Director Compensation Details
| Element | FY2024 | FY2025 |
|---|---|---|
| Annual director retainer | $200,000 (prorated post‑business combination; paid as RSUs per election) | Directors elected to receive FY2025 compensation in equity; no cash or equity issued as of the proxy filing . |
| Chairman premium | +$50,000 (prorated; paid as RSUs per election) | +$50,000 (elected as equity; none issued as of filing) |
| Steven Carlson total (FY2024) | $131,831 (to be paid in RSUs) | Determined by policy/election; not yet issued as of filing |
Related‑Party Transactions (Conflict Screening)
- Dec 27, 2024: Subscription Agreements with Marco Polo and Avacara canceled ~$3.5M of liabilities for 1,227,857 shares; 892,857 shares to Marco Polo (controlled by Chairman Steven Carlson). This is a material related‑party transaction; the Company maintains a related‑party transactions policy requiring Audit Committee approval .
- 2024 insider financings: Senior secured notes (17.5% initial rate, ratcheting to max 29.5%) and warrants issued to entities affiliated with directors Ajay Shah and Supurna VedBrat; separate convertible debenture to VedBrat with warrant rights—underscores insider capital reliance and structural complexity .
Attendance and Engagement
| Measure | Disclosure |
|---|---|
| Board meetings (FY2024) | 7 meetings; all directors ≥75% attendance |
| Committee meetings (FY2024) | Audit 5; Compensation 1; Nominating & Corporate Governance 2; all members ≥75% attendance |
| Independent sessions | Company states independent directors will have regularly scheduled independent‑only meetings |
Ownership Alignment and Policies
- Beneficial ownership: Mr. Carlson is reported at 892,857 shares (1.2%); record holder Marco Polo Securities; disclaims beneficial ownership except pecuniary interest .
- Pledging: Company states no director or executive officer beneficially owned shares are pledged to its knowledge .
- Director stock ownership guidelines: Not disclosed in the proxy (no mention in governance guidelines section or compensation discussion).
- Hedging policy: Company states it has no practices or policies regarding hedging in the executive compensation section; an insider trading policy is in place .
Bottom Line for Investors
- Board oversight is structurally sound (separate Chair/CEO; independent committees; good attendance), but the Chair’s non‑independent status and the December 2024 related‑party equity issuance to Marco Polo (controlled by the Chair) are notable governance risk flags requiring transparency on process (Audit Committee approval, recusals, fairness) .