Rajesh Melkote
About Rajesh Melkote
Rajesh Melkote, age 60, is Chief Technology Officer of 374Water (NASDAQ: SCWO), effective March 31, 2025. He holds a Ph.D. in Chemical Engineering from the University of Minnesota and a B.S. in Chemical Engineering from Purdue University, and previously led R&D and engineering functions at BayoTech Hydrogen and Edwards Vacuum (semiconductor chamber solutions) . Company performance context: the value of an initial $100 investment in SCWO was $24 in 2024, with net losses of $12.43M in FY2024; however, revenues for the nine months ended Sept 30, 2025 rose to $1.90M from $0.43M YoY, reflecting traction in demonstrations and services .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BayoTech Hydrogen | Chief Technology Officer; SVP Technology | 2022–2025 | Led research and development and engineering functions |
| Edwards Vacuum | Vice President of Engineering, Semiconductor Chamber Solutions | 2020–2022 | Led engineering in semiconductor vacuum chamber solutions |
Performance Compensation
| Component | Structure | Metrics / Weighting | Targets | Vesting / Timing | Status |
|---|---|---|---|---|---|
| RSUs (aggregate to CFO + CTO; grants Jan 15, 2025 and Apr 30, 2025 pursuant to employment agreements) | 1,066,218 time-based; 1,066,218 performance-based (aggregate) | Performance RSUs: 50% Operating Profit; 50% revenue thresholds $15M to $100M by FY2028 | Revenue tranches begin vesting once a fiscal year reaches ≥$15M, proportional to $100M target | Time-based over 4 years; performance RSUs vest on January 31 each year through Jan 31, 2029 | As of 9/30/2025, performance RSUs not deemed probable at grant; unrecognized comp: $3.84M (performance RSUs) |
| Stock options (granted primarily to CFO, CTO and others in 9M 2025) | Mix of service-based and performance-based options | Performance options: 50% Operating Profit; 50% revenue target to $100M by FY2028 | Same revenue target mechanics as RSUs; vest proportional to revenue achieved | Service-based options vest generally over 4 years; performance options vest Jan 31 annually through Jan 31, 2029 | Total unrecognized expense: $2.90M (performance), $2.41M (service) as of 9/30/2025 |
| Executive team RSU program (Aug 28, 2025) | 2,875,000 time-based; 2,875,000 performance-based to executive team | Performance tied to commissioning/operation of five AirSCWO units; early/on-time delivery can increase earned RSUs | Range of earned RSUs: 1,437,500 to 5,462,500 depending on delivery vs target dates | Time-based over 36 months commencing March 31, 2025; performance RSUs aggregate and issue after 3 years | 559,028 time-based RSUs vested by 9/30/2025; performance RSUs not deemed probable at grant |
Commentary on metrics and alignment
- Operating Profit and multi-year revenue milestones explicitly link equity vesting to profitable growth and commercialization progress, improving pay-for-performance alignment for the CTO .
- Vesting cadence through Jan 31, 2029 and multi-year service-based schedules create retention incentives across the engineering leadership cohort .
Equity Ownership & Alignment
- Beneficial ownership: SCWO’s April 2025 proxy discloses holdings for directors and named executive officers; Rajesh Melkote (CTO) is not listed as an NEO and individual share counts for him are not disclosed in the beneficial ownership tables .
- Hedging/short sales policy: Company prohibits short sales and hedging/monetization transactions for directors, officers and employees, reducing misalignment risk .
- Clawback: Nasdaq-compliant recovery policy requires recoupment of incentive-based compensation from Section 16 officers upon certain accounting restatements, regardless of fault, over a 3-year lookback .
- Change-of-control and plan terms: Under the 2021 Equity Incentive Plan, awards may accelerate or be cashed out at the Committee’s discretion upon a change in control; default termination rules generally forfeit unvested awards, with limited exceptions (death, disability, retirement) and potential Board discretion to accelerate .
Employment Terms
- Role start date: Chief Technology Officer effective March 31, 2025 .
- Employment agreement linkage: RSUs for the CTO were granted pursuant to employment agreements (April 30, 2025), incorporating Operating Profit and multi-year revenue performance conditions for vesting .
- Non-compete/term/severance: Specific CTO contractual non-compete, term length, and severance economics are not disclosed in available filings; general plan-level termination, change-in-control, clawback provisions apply to equity awards .
Performance & Track Record
| Metric | FY 2023 | FY 2024 | 9M 2024 | 9M 2025 |
|---|---|---|---|---|
| Revenues ($) | $743,952 | $445,445 | $433,589 | $1,898,484 |
| Net Income ($) | $(8,103,522) | $(12,434,114) | $(7,658,602) | $(12,627,886) |
| TSR: Value of initial $100 investment | $50 (2023) | $24 (2024) | — | — |
Notes: SCWO’s 2025 YTD revenue growth reflects increased services and demonstrations (City of Orlando, DoD/bench-scale) while losses remain elevated amid scaling of R&D, compensation and G&A .
Investment Implications
- Pay-for-performance alignment: CTO equity vesting tied to Operating Profit and multi-year revenue milestones ($15M threshold to initiate vesting; proportional vesting to $100M by FY2028) aligns incentives with commercialization and profitable growth, a positive for governance and capital discipline .
- Retention vs. acceleration risk: Multi-year service-vesting through 2029 supports retention across engineering leadership; plan-level change-in-control provisions and Board discretion can accelerate vesting, which could affect retention dynamics in strategic scenarios .
- Supply/vesting overhang: Executive team RSU programs (time- and performance-based) create scheduled vesting; the company flags broader risk that increases in tradable shares can pressure price if significant stock is sold after corporate actions (e.g., reverse split context), a general market consideration around vesting windows .
- Execution watchpoints: Progress toward Operating Profit and revenue tranches will determine performance vesting and compensation realization; investors should monitor commissioning timelines of AirSCWO units and service revenues to assess likelihood of performance award vesting .