Krishna Mikkilineni
About Krishna Mikkilineni
Dr. Krishna Mikkilineni (age 65) is an independent Class III director of Resolute Holdings Management, Inc. (RHLD), serving since the CompoSecure spin-off; he is a member of RHLD’s Compensation Committee and has a Ph.D. in electrical and computer engineering from the University of Florida, with deep technology and operating credentials built over 33+ years at Honeywell as global CTO (9 years) and global CIO (6 years) and current roles in venture investing and acceleration .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell | Global Chief Technology Officer | 9 years | Led global technology; senior leadership scope |
| Honeywell | Global Chief Information Officer | 6 years | Led global IT; senior leadership scope |
| Honeywell | Various roles of increasing seniority | Over 33 years | Built extensive leadership and technological expertise |
| StartupXseed (deep-tech venture fund) | General Partner | Since 2019 | Instrumental in funding and growing 30 tech-driven startups |
| The GAIN (startup accelerator) | Co-Founder | Since 2019 | Instrumental in scaling 30 tech-driven startups |
External Roles
| Organization | Role | Start Date | Committees |
|---|---|---|---|
| CompoSecure, Inc. (Nasdaq: CMPO) | Director | Oct 18, 2024 | Compensation Committee; Audit Committee |
| Kone Corporation (global elevator/escalator company) | Director | 2022 | Not disclosed |
Board Governance
- Classification and term: Class III director; term expires at the 2027 annual meeting .
- Committee assignment: Member, RHLD Compensation Committee (two independent, two non-independent members) .
- Independence: Board affirmatively determined Dr. Mikkilineni is independent under Nasdaq standards .
- Board structure: RHLD is a controlled company (majority voting power held by Tungsten 2024 LLC and affiliates), relying on certain Nasdaq governance exemptions; CEO and Executive Chairman roles are separated .
- Executive sessions: Board and committees hold executive sessions to encourage candid discussions .
- Attendance context: No Board or committee meetings occurred in fiscal 2024 due to timing of the spin-off; directors are expected to attend all meetings and the annual meeting going forward .
Fixed Compensation
| Component | Detail | Vesting | Amount/Dates |
|---|---|---|---|
| Initial equity award (Options) | Granted upon joining Board; grant-date value $50,000 | Equal annual installments over 4 years commencing first anniversary | Effective as of Feb 28, 2025 (Distribution Date) |
| Annual equity award (Options) | Granted each annual meeting; grant-date value $100,000 (prorated for 2025 from Distribution Date to Annual Meeting) | Equal annual installments over 4 years commencing first anniversary | Effective with annual meeting cycle (prorated for 2025) |
| 2025 Option awards details | Combined Initial + prorated Annual awards | As above | 2,064 shares; exercise price $46.82 per share |
| Cash retainers/fees | Policy describes equity awards and travel reimbursement; no cash retainer described | N/A | Travel expense reimbursement for Board/committee attendance |
Performance Compensation
| Performance Metric | Description | Disclosure |
|---|---|---|
| Director equity award performance conditions | Options are time-vested; no disclosed financial/TSR/ESG metrics tied to director options | Not disclosed (awards vest in equal annual installments; no performance metrics specified) |
| Clawback policy coverage | Company adopted incentive compensation clawback compliant with SEC/Nasdaq; applies to executive officers | Policy described at company level; no director-specific clawback described |
Other Directorships & Interlocks
| Company/Entity | Nature of Interlock | Governance Considerations |
|---|---|---|
| CompoSecure, Inc. (CMPO) | Dr. Mikkilineni serves on CMPO’s Board and its Compensation and Audit Committees; many RHLD directors also serve on CMPO’s Board | RHLD manages CompoSecure Holdings via a 10-year Management Agreement with EBITDA-based fees; careful oversight of related-party transactions is required |
| RHLD controlled structure | RHLD qualifies for Nasdaq “controlled company” exemptions | Compensation and Nominating committees are not fully independent; explicit reliance disclosed |
Expertise & Qualifications
- Technology and innovation leadership: Extensive Technology/Innovation/SaaS and Cyber/IT credentials; prior global CTO/CIO at Honeywell; deep-tech investing track record .
- Public company board experience: Serves/served on multiple public boards; skills matrix flags public company experience .
- Global operations and manufacturing: Skills matrix includes Global Operations and Manufacturing/Quality competencies .
- M&A and strategic planning: Skills matrix shows M&A and strategy planning capabilities; relevant for RHLD’s fee-bearing management of CompoSecure Holdings .
- Compliance/ethics and compensation/talent: Skills matrix includes these domains; sits on RHLD Compensation Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Dr. Krishna Mikkilineni | 0 | 0.0% (8,525,998 shares outstanding) | Beneficial ownership includes exercisable options within 60 days; none reported as of Apr 14, 2025 |
| 2025 Director option awards | 2,064 options granted to each non-employee director at RHLD (Initial + prorated Annual) | N/A | Exercise price $46.82; 4-year annual vesting from first anniversary |
| Hedging/short sales | Company policy prohibits hedging, derivatives, and short sales by directors and covered persons | N/A | Insider Trading Policy summary; pledging not addressed in summary |
Governance Assessment
- Independence and committee role: Dr. Mikkilineni is an independent director and serves on the Compensation Committee, supporting independent oversight of pay and stock ownership guidelines; however, RHLD as a controlled company does not require fully independent committees, and half of Compensation Committee members are non-independent (CEO Knott and Fradin) .
- Interlocks and related-party exposure: He serves on CompoSecure’s Board and committees while RHLD manages CompoSecure Holdings under a long-term Management Agreement that pays fees tied to Adjusted EBITDA—this heightens the need for robust related-party review by RHLD’s Audit Committee (which explicitly oversees related-party transactions) .
- Pay-for-performance alignment: RHLD director compensation is option-heavy (initial $50k and annual $100k grants; 2,064 options at $46.82 in 2025; 4-year time vesting), which aligns directors with long-term share price but lacks disclosed performance metrics (TSR, EBITDA, ESG) or cash retainers; equity-only design reduces cash conflicts but may not explicitly incentivize operational milestones .
- Policies and safeguards: Company has adopted SEC/Nasdaq-compliant clawback for executive officers and prohibits hedging/short sales for directors; Board holds executive sessions and has governance guidelines covering conflicts of interest, which are important mitigants in a controlled-company framework .
- Attendance and engagement signals: No meetings occurred in 2024 due to spin-off timing; expectations for attendance are codified, with future disclosures (2026 proxy) set to include non-employee director compensation and, by implication, attendance records .
RED FLAGS
- Controlled company exemptions reduce the requirement for fully independent committees; RHLD’s Compensation Committee includes two non-independent members, which can dilute independent oversight of executive pay and incentives .
- Significant interlocks with CompoSecure and RHLD’s fee-bearing Management Agreement introduce related-party complexity and potential conflicts; vigilance by the Audit Committee on related-party transactions is essential .
- Audit Committee independence exception for Fradin (two-year allowable exception) underscores reliance on governance carve-outs; although permitted, investors should monitor committee composition and independence over time .