Supurna VedBrat
About Supurna VedBrat
Supurna VedBrat (age 48) is an independent director of Roadzen Inc. (RDZN) since 2023, with 25+ years across finance and technology, including Head of Global Trading at BlackRock (2011–2023). She holds a Computer Science degree from Rutgers University and a Mathematics (Hons) degree from Delhi University; she currently provides consulting via Amber Consulting & Advisory Services and serves on the board of Women in Derivatives (WIND) . Roadzen’s Board has determined she is independent under Nasdaq standards, and she served on the Audit Committee in FY2024 with attendance at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock | Head of Global Trading; member of Global Operating Committee and Investment Subcommittee | Jul 2011 – Feb 2023 | Led trading function across asset classes/regions; set strategic vision for scalable trading; innovation leadership |
| Strategic Solutions Consulting | President | Jan 2009 – Jul 2011 | Advisory leadership |
| Bank of America | Fixed income, commodities, distressed debt analyst | Mar 2004 – Jan 2009 | Sell-side/analysis experience |
| ING Barings (London) | Various positions | Not disclosed | European markets experience |
| Lehman Brothers (New York) | Various positions | Not disclosed | Trading/markets experience |
| IBM Research | Software engineer | Early career (not disclosed) | Technical foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amber Consulting & Advisory Services | Consultant/adviser | Current (not dated) | Independent advisory work |
| Women in Derivatives (WIND) | Board member | Current (not dated) | Non-profit advancing women in workforce |
Board Governance
| Governance Item | Details |
|---|---|
| Board composition and independence | Board of seven; VedBrat determined to be independent (Nasdaq definition). Majority independent; independent sessions scheduled . |
| Committee assignments | Audit Committee member (Chair: Diane B. Glossman); members Glossman, VedBrat, Adhikari; all independent; Glossman designated “audit committee financial expert” . |
| Attendance | FY2024: Board met 7x; Audit 5x; Compensation 1x; Nominating & Governance 2x. All directors and all committee members attended ≥75% of respective meetings . |
| Years of service | Director since 2023; nominated for re‑election in 2025 . |
| Audit Committee report | Signed by Glossman (Chair), VedBrat, Adhikari recommending inclusion of FY2024 audited financials in the 10‑K . |
| Governance policies | Code of Business Conduct and Corporate Governance Guidelines adopted; committee charters posted . Insider Trading Policy in place . Clawback Policy adopted Nov 30, 2023 . Company states no hedging practices/policies . |
Fixed Compensation
| Component | Amount/Terms | Period/Notes |
|---|---|---|
| Annual director compensation (non‑employee) | $200,000 | Policy; FY2024 prorated post‑Business Combination . |
| Chairman premium | +$50,000 | FY2024 . |
| Audit Chair premium | +$50,000 | FY2024 . |
| Supurna VedBrat – FY2024 director comp (to be paid as RSUs) | $105,464 | Directors elected equity‑only for FY2024; no cash/equity issued as of filing . |
| Supurna VedBrat – FY2025 election | Equity‑only | No cash/equity paid/issued as of proxy filing . |
Performance Compensation
| Equity Instrument | Grant Date | Quantity/Value | Vesting/Performance Metrics |
|---|---|---|---|
| Director RSUs (FY2024) | Not issued as of filing | Compensation to be paid in RSUs; $105,464 for VedBrat | Vesting terms under Incentive Plan set by Compensation Committee; may be based on employment period and/or performance conditions; specific director performance metrics not disclosed . |
| Incentive Plan framework | N/A | Share reserve initially up to 10% of outstanding (evergreen); forfeited shares re‑available | Awards may include non‑compete/non‑solicit; vesting may be employment or performance based; no director‑specific metrics disclosed . |
Other Directorships & Interlocks
| Entity | Nature | Terms / Potential Interlock |
|---|---|---|
| Krishnan‑Shah Family Partners, LP (affiliated with Director Ajay Shah) | Co‑purchaser with VedBrat in March 2024 senior secured notes; each bought $500,000 principal; warrant issuance to each based on notes purchased . | Indicates transactional interlock among directors in financing; warrants issued Apr 22, 2024 to Krishnan‑Shah (50,000 shares) and Jun 20, 2024 to VedBrat (50,000), with an additional 50,000 for VedBrat on Oct 27, 2024 . |
| December 2023 Convertible SPA | VedBrat debenture $500,000 issued Jan 19, 2024; MFN rights; warrants equal to 10% of principal at $8.50 strike to be issued within 90 days . | Related party financing; board policy requires Audit Committee approval of RPTs >$120k . |
Expertise & Qualifications
- Markets/trading leadership at BlackRock across asset classes and regions; platform innovation and scalable solutions .
- Technical foundation (IBM Research software engineering); analytics orientation .
- Degrees: Computer Science (Rutgers); Mathematics (Hons) (Delhi University) .
Equity Ownership
| Component | Amount | Instrument Terms |
|---|---|---|
| Total beneficial ownership | 183,223 shares; <1% of outstanding | Based on 74,190,986 shares outstanding on Mar 17, 2025 . |
| Breakdown | 18,050 Ordinary Shares; 6,350 Ordinary Shares underlying public warrants exercisable at $11.50; 58,823 Ordinary Shares underlying convertible debentures ($8.50/share); 100,000 Ordinary Shares underlying warrants | Footnote (9) details components; warrants exercisable beginning Mar 28, 2025 through Mar 28, 2031, priced per VWAP formulas for SPA warrants; separate $8.50 strike warrants under Letter Agreement . |
| Pledged shares | None known | “To our knowledge, no Ordinary Shares beneficially owned by any executive officer or director have been pledged” . |
Insider Transactions (Director-Related Financing)
| Date | Instrument | Amount/Terms | Resulting Equity Rights |
|---|---|---|---|
| Jan 19, 2024 | Convertible debenture (December 2023 Convertible SPA) | $500,000 principal; 13% interest; matures Dec 15, 2025; interest payable in kind/cash; conversion price subject to Average VWAP adjustment (floor 85%); company conversion right at 130% of conversion price; holder put at 101% on Fundamental Change . | Warrants equal to 10% of principal at $8.50 strike to be issued within 90 days; MFN rights granted to VedBrat . |
| Mar 28, 2024 | Senior secured notes (March 2024 SPA) | $500,000 principal initially (plus $500,000 on May 23, 2024); 17.5% interest to initial rate adjustment date, then step‑ups up to 29.5% if unpaid; senior to most Company debt except Mizuho; covenants restrict additional indebtedness/liens . | Warrants: for each $10,000 principal, 1,000 shares; exercisable Mar 28, 2025–Mar 28, 2031; exercise price equals 80% of lower of VWAP after funding/opening price of any public offering within six months/VWAP prior to vesting date; anti‑dilution protections; issued 50,000 to VedBrat on Jun 20, 2024 and an additional 50,000 on Oct 27, 2024 . |
| Mar 17, 2025 (beneficial ownership ref date) | Holdings summary | 183,223 total, incl. shares and derivative securities exercisable/convertible within 60 days . | Components per footnote (9): 18,050 shares; 6,350 public warrant shares; 58,823 debenture conversion shares; 100,000 SPA warrants . |
| Section 16 compliance | Late filing: Form 4 for VedBrat on Dec 14, 2023 . | Administrative compliance note . |
Governance Assessment
- Strengths: Independent status; meaningful markets/trading oversight experience; active Audit Committee membership; ≥75% attendance across board/committee meetings; Audit Committee endorsement of FY2024 audited financials suggests active oversight .
- Alignment: Director compensation elected as equity‑only for FY2024 and FY2025, signaling skin‑in‑the‑game; total director compensation policy emphasizes equity participation .
- Potential conflicts and red flags:
- Related‑party financing: VedBrat participated in Company financings (convertible debenture and senior secured notes with high coupon rates and warrants), which creates potential conflicts over terms and oversight; however, the Company maintains a related‑party transactions policy requiring Audit Committee approval .
- Interlocks: Co‑investment pattern with director Ajay Shah’s affiliated vehicle in March 2024 SPA suggests interlocks in financing decisions .
- Hedging: Company discloses no hedging practices/policies, which may be viewed as a governance gap relative to best practices .
- Section 16(a) late filing: VedBrat had a late Form 4 in FY2024 (Dec 14, 2023) .
- Committee effectiveness: Audit Committee composed entirely of independent directors with a financial expert as chair; VedBrat’s membership supports robust financial oversight .
- Director compensation mix: Policy provides fixed retainers (cash or equity) with equity‑only elections; no director performance metrics disclosed, reducing pay complexity and potential misalignment from poorly designed metrics .
Overall: VedBrat brings deep trading and technology expertise with independent status and solid attendance, but direct participation in Company financings (notes/debenture/warrants) introduces related‑party exposure requiring rigorous Audit Committee oversight and transparent disclosures to maintain investor confidence .