Ajesh Kapoor
About Ajesh Kapoor
Ajesh Kapoor (age 59) is a director of Algorhythm Holdings, Inc. (ticker: RIME), serving since 2025. He is CEO of SemiCab Holdings (a RIME subsidiary) since July 2024 and Founder/CEO of SemiCab, Inc. (founded July 2018). He holds a BE in Mechanical Engineering (IIT Roorkee), an MBA (Panjab University), and an MS in Operations Research (Georgia Tech), with prior leadership roles in supply chain technology and logistics optimization .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| SemiCab Holdings (RIME subsidiary) | Chief Executive Officer | Since Jul 2024 | Leads AI logistics/distribution business integration within RIME |
| SemiCab, Inc. | Founder & Chief Executive Officer | Since Jul 2018 | Founded and led platform acquired/operated by RIME; supply chain tech innovation |
| GT Nexus (Infor) | VP, Product Management | Apr 2015 – Jul 2018 | Product leadership at cloud B2B supply chain network |
| GT Nexus (Infor) | Senior Director | Apr 2012 – Mar 2015 | Senior leadership in product/operations |
| Wipro Technologies | Global Head, Supply Chain Advisory (Retail/CPG/Transportation) | Not disclosed | Advisory leadership across industries |
| GEOCOMtms (Blue Yonder division) | Co‑Founder & CTO | Not disclosed | Route optimization software; logistics tech depth |
External Roles
No public company directorships disclosed for Mr. Kapoor. His current executive roles are at SemiCab Holdings (subsidiary of RIME) and SemiCab, Inc. (private) .
Board Governance
- Independence status: Kapoor is not designated an “independent director” under Nasdaq rules (independent directors are Judkowitz, Foreman, Thorn, Gupta) .
- Committee assignments: None; he is not listed on the Audit, Compensation, Nominating & Corporate Governance, or Executive Committees .
- Board composition/oversight context: Four of seven directors are independent; committees are fully independent, and the Board met 12 times in FY 2024 (attendance detail pertains to 2024 directors; Kapoor joined in 2025) .
Committee Assignments (Kapoor)
| Committee | Assignment |
|---|---|
| Audit | None |
| Compensation | None |
| Nominating & Corporate Governance | None |
| Executive | None |
Fixed Compensation
Non‑employee director pay framework (policy-level; per‑director 2024 table excludes Kapoor as he joined in 2025):
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $25,000, paid quarterly in advance |
| Committee membership fee | $5,000 per committee, paid quarterly in advance |
| Expense reimbursement | Reimbursed for board/committee/annual meetings and required travel |
Note: Policy also specifies equity components (below). Actual 2025 grants to Kapoor are not itemized in this proxy (the detailed director compensation table covers 2024 incumbents) .
Performance Compensation
Equity components for non‑employee directors (policy-level):
| Equity Element | Grant Value/Terms |
|---|---|
| Annual restricted stock award | Grant-date value $25,000 |
| Annual stock option | Grant-date value $25,000 |
| Initial stock option (new non‑employee director) | Grant-date value $25,000 upon appointment/election or change to non‑employee status |
- Performance metrics: No specific performance metrics disclosed for director equity; awards are governed by the 2022 Equity Incentive Plan, which permits various award types, but the director policy enumerates time‑based equity values rather than performance targets .
Other Directorships & Interlocks
- No other public company board roles for Kapoor disclosed. No interlocks or shared directorships involving Kapoor disclosed in the proxy .
Expertise & Qualifications
- Supply chain/logistics technology operator and founder with deep product and optimization background; executive leadership across software platforms and advisory services. Education includes IIT Roorkee (BE), Panjab University (MBA), Georgia Tech (MS OR) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Ajesh Kapoor | 0 | <1% |
- Ownership guidelines/pledging: No director stock ownership guidelines or pledging disclosures specific to Kapoor; the table indicates zero beneficial ownership as of the record date (Sept 29, 2025) .
Governance Assessment
- Independence and potential conflicts: Kapoor is not independent, consistent with his executive role as CEO of a RIME subsidiary (SemiCab Holdings). This dual role reduces independence and elevates potential conflicts at the parent board level, though related‑party transactions are overseen by an independent Audit Committee per policy .
- Committee influence: He holds no committee seats, limiting direct influence over audit, compensation, and nominations processes—mitigating some conflict risk but also limiting governance leverage .
- Alignment: As of the record date, Kapoor held zero RIME shares, which weakens “skin‑in‑the‑game” alignment for an independent oversight lens; however, he may receive director equity under the policy (not itemized yet for 2025) .
- Controls and clawbacks: The company has a clawback policy compliant with Nasdaq Rule 10D‑1 for Section 16 officers. While such policies primarily target executives, they indicate a baseline of pay governance rigor at the company level .
- Related‑party environment: The proxy notes related‑party transactions primarily involving other directors/affiliates (e.g., Regalia Ventures and Stingray Group), with the Audit Committee reviewing/approving such transactions; no Kapoor‑specific related‑party transaction is disclosed in the period. The company also integrated SemiCab‑related entities (e.g., SMCB) with VIE/lending arrangements prior to consolidation on May 2, 2025, reinforcing the need for vigilant conflict oversight given Kapoor’s subsidiary role .
Investor Takeaways
- Strengths: Domain expertise in AI logistics and supply chain; adds relevant operating experience for RIME’s SemiCab strategy .
- Watch items/RED FLAGS:
- Not independent; simultaneous executive role at a key subsidiary could pose conflict risks at the parent board level .
- Zero beneficial ownership as of record date reduces alignment; monitor future director equity grants/holdings for improved ownership signal .
- Board’s broader related‑party activity underscores the importance of robust Audit Committee oversight; ensure continued recusal and independent review practices are followed .