Zoë Ashcroft
About Zoë Ashcroft
Zoë Ashcroft is an independent director of Roadzen (RDZN), serving since 2023 and aged 59 at the time of the latest proxy. She is a corporate and finance lawyer with over thirty years of cross‑border transaction experience; she holds a Bachelor of Laws from the University of Bristol and is qualified as a solicitor of the Supreme Court of England & Wales . The proxy cites her leadership roles including co‑founding Winston & Strawn’s London office and heading its U.K. corporate team until 2023, and notes recognition in Legal 500 U.K. and Chambers U.K. for international corporate and finance transactions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winston & Strawn LLP | Co‑founder, London office; Head of U.K. Corporate Team | 2003–2023 | Elected member, global executive committee (2015–2018); Led Women’s Leadership Initiative in London |
| Morgan, Lewis & Bockius LLP | Associate and Partner; Head of U.K. Corporate Team | 1994–2003 | Led U.K. corporate team for many years |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carbon Pesa Limited (start‑up fintech; renewable energy, Kenya) | Director and Non‑Executive Chair | Current | Non‑public company; governance role |
| Sponsors for Educational Opportunity Limited | Trustee | Since 2003 | Mentoring and internships for underserved students |
| British American Drama Academy | Trustee | Current | Arts education governance |
| The Climate Change Organization | Trustee; Deputy Chair | Trustee since 2010; Deputy Chair since 2022 | Climate and energy initiatives with businesses and governments |
Board Governance
- Board composition: 7 directors; annual election and one‑year terms .
- Independence: Roadzen determined Ms. Ashcroft is independent under Nasdaq and SEC rules .
- Committee assignments: Chair, Nominating and Corporate Governance Committee; member of Nominating and Corporate Governance Committee . Not listed as a member of the Compensation Committee (members are Saurav Adhikari, Chair, and Ajay Shah) . Not listed as a member of the Audit Committee (members are Diane B. Glossman, Chair, Supurna VedBrat, and Saurav Adhikari) .
- Attendance: For year ended March 31, 2024, the board met 7 times; Nominating and Corporate Governance Committee met 2 times; all directors and all committee members attended 75% or more of their respective meetings .
| Governance Item | 2024 Activity/Status |
|---|---|
| Board meetings held | 7 |
| Nominating & Corporate Governance Committee meetings held | 2 |
| Attendance (Board) | ≥75% for all directors |
| Attendance (Nominating & Corporate Governance) | ≥75% for all committee members |
| Independence status | Independent (Nasdaq/SEC) |
| Committee chair roles | Chair, Nominating & Corporate Governance |
Fixed Compensation
- Non‑employee director annual compensation: $200,000; Chairman and Audit Chair receive an additional $50,000 .
- FY2025 election: Non‑employee directors elected to receive compensation only in equity for FY2025; as of the filing date, no cash compensation or equity awards had been paid or issued .
| Component | Amount | Notes |
|---|---|---|
| Annual director compensation (cash/equity) | $200,000 | Applies to non‑employee directors |
| Chairman additional compensation | $50,000 | Role‑based |
| Audit Chair additional compensation | $50,000 | Role‑based |
| FY2025 director pay election | Equity‑only | No cash or equity paid/issued as of filing |
Performance Compensation
- Omnibus Incentive Plan: Directors are eligible for awards under the Roadzen 2023 Omnibus Incentive Plan; awards can be based on employment period or performance conditions set by the Compensation Committee (e.g., vesting tied to performance), subject to evergreen share reserve up to 10% of outstanding shares and potential lock‑up/insider trading policy limits .
- As of the 2025 proxy, no equity awards for non‑employee directors had been paid or issued for FY2025, so there are no disclosed performance metrics for director awards to date .
| Performance Metric Category | Disclosure |
|---|---|
| Equity award structure (RSUs/Options/PSUs) | Plan permits performance‑conditioned awards; specific director grants not issued for FY2025 as of filing |
| Performance metrics (e.g., revenue, EBITDA, TSR, ESG) | Not disclosed for director compensation as of filing |
| Vesting schedules | Determined by Compensation Committee; not disclosed for directors for FY2025 |
Other Directorships & Interlocks
- The proxy biography lists governance roles at Carbon Pesa (non‑executive chair) and several non‑profits; it does not list other U.S. public company boards for Ms. Ashcroft .
- Audit Committee conflict oversight and related‑party review is established under charter and Articles; the audit committee reviews related party transactions and approves potential conflicts .
Expertise & Qualifications
- Domain expertise: Cross‑border M&A, strategic alliances, joint ventures, private placements, and financings; leadership in corporate law practice .
- Credentials: Bachelor of Laws (University of Bristol); solicitor of the Supreme Court of England & Wales .
- Recognitions: Noted in Legal 500 U.K. and Chambers U.K. for international corporate and finance transactions .
Equity Ownership
- Beneficial ownership: 0 ordinary shares beneficially owned by Ms. Ashcroft as of March 17, 2025 .
- Pledging: To Roadzen’s knowledge, no shares beneficially owned by any executive officer or director were pledged as security as of the measurement date .
- Shares outstanding baseline: 74,190,986 ordinary shares as of March 17, 2025 .
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged |
|---|---|---|---|
| Zoë Ashcroft | 0 | 0% | None noted |
| Shares outstanding (reference) | 74,190,986 | — | — |
Governance Assessment
- Independence and chair role: As an independent director and Chair of the Nominating & Corporate Governance Committee, Ms. Ashcroft is positioned to influence board composition, independence determinations, and governance frameworks, with formal charter and guidelines posted by Roadzen .
- Attendance and engagement: Board and committee attendance met the ≥75% threshold in FY2024, indicating baseline engagement across directors and committees, including the Nominating & Corporate Governance Committee that she chairs .
- Compensation structure signal: Directors elected to receive FY2025 compensation in equity only, aligning pay with shareholder outcomes; however, as of the filing, no awards had been issued, limiting immediate ownership alignment .
- Skin‑in‑the‑game: Ms. Ashcroft reported 0 shares beneficially owned as of March 17, 2025, which reduces direct alignment versus directors with meaningful holdings until equity grants are issued/vested .
- Conflicts and related‑party oversight: Audit committee is responsible for related‑party review; corporate charter includes a corporate opportunities renunciation provision that permits directors and officers to pursue opportunities outside Roadzen, a provision that may require heightened disclosure and monitoring to mitigate perceived conflicts .
Red Flags (monitoring points)
- Low direct ownership as of proxy date (0 shares) until equity grants are made and vest, which may be perceived as limited alignment in the near term .
- Corporate opportunities renunciation in Articles can create perception of potential conflicts absent robust audit committee review and transparent disclosure of outside engagements .