Kapil Gupta
About Kapil Gupta
Kapil Gupta (age 58) is an independent director of Algorhythm Holdings, Inc. (ticker: RIME) since October 2025. He is a global technology and business leader with 20+ years driving digital transformation; current roles include Service Line Leader for Application Operations – Public Markets (US) at IBM (since April 2025) and Project Executive for California’s Medicaid Program (since May 2017) . Earlier senior roles include Cambridge Solutions and Talisma Corporation, and Manager at KPMG LLP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cambridge Solutions | Senior leadership roles (software for supply chain, purchasing, performance) | Not disclosed | Led enterprise solutions scale-ups |
| Talisma Corporation | Senior leadership roles (digital customer engagement platform) | Not disclosed | Customer engagement technology leadership |
| KPMG LLP | Manager | Not disclosed | Advisory experience in audit/tax/advisory context |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| IBM | Service Line Leader, Application Operations – Public Markets (US) | Since Apr 2025 | Global technology leadership, public markets focus |
| California Medicaid Program | Project Executive | Since May 2017 | Large-scale government program execution |
Board Governance
- Independence: Gupta is classified as an independent director under Nasdaq Listing Rules .
- Committees: Member, Audit Committee; Member, Nominating & Corporate Governance Committee .
- Committee Chairs: Not a chair; Audit chaired by Harvey Judkowitz; Nominating chaired by Jay B. Foreman .
- Attendance: The Board held 12 meetings in FY2024; each director serving that year attended >75% of Board and committee meetings; directors are expected to attend the annual meeting .
- Risk oversight: Audit Committee oversees financial reporting integrity, related-party transactions, internal controls, and whistleblower processes; Compensation and Nominating committees fully independent with formal charters .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $25,000 | Paid quarterly in advance |
| Committee membership retainer (per committee) | $5,000 | Paid quarterly in advance |
| Expense reimbursement | Actuals | Travel/meeting expenses reimbursed |
Performance Compensation
| Equity Award Type | Grant Value | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Annual restricted stock award | $25,000 | Value at issuance; vesting terms not disclosed | No director performance metrics disclosed |
| Annual stock option grant | $25,000 | Value at issuance; option terms not detailed in proxy | No director performance metrics disclosed |
| Initial stock option (new non-employee director) | $25,000 | One-time grant at appointment/status change | No director performance metrics disclosed |
The company maintains a clawback policy compliant with Nasdaq Rule 10D-1, applicable to Section 16 officers; director-specific clawback application is not stated .
Other Directorships & Interlocks
| Entity | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy does not list other public company boards for Gupta |
Expertise & Qualifications
- Deep technical expertise and strategic business acumen; experience leading large-scale operations and digital transformation in public and private sectors .
- Government program leadership (California Medicaid) enhances public sector oversight perspective .
- Independent status supports unbiased committee work .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares |
|---|---|---|
| Kapil Gupta | 0 | <1% |
Notes: Outstanding shares at record date were 2,641,778; percent thresholds per table footnotes .
Governance Assessment
- Board effectiveness: Gupta strengthens independence and technology/government oversight on Audit and Nominating committees; both committees are fully independent with formal charters, enhancing control environment and director selection processes .
- Independence and conflicts: No related-party transactions involving Gupta are disclosed. Related-party transactions are overseen by the Audit Committee with recusal practices and market terms review policy, mitigating conflict risk .
- Compensation and alignment: Non-employee director pay is balanced between cash and equity (RSUs/options at $25k each plus $25k cash), with added $5k per committee; however, Gupta held zero shares as of the record date (newly appointed), suggesting limited immediate “skin-in-the-game” but expected equity grants may improve alignment over time .
- Attendance/engagement: Board-level data indicates a culture of engagement (>75% attendance; annual meeting attendance expected), which supports investor confidence in governance processes; Gupta’s tenure began post-FY2024 .
- RED FLAGS: None specific to Gupta in legal proceedings or related-party dealings. Company-level dilution risk from Streeterville pre-paid financing is flagged in the proxy (price floor and potential market pressure), but this is a board-wide oversight matter rather than Gupta-specific; Audit/Nominating Committee participation is relevant to monitoring investor impact .