Anupam Agarwal
About Anupam Agarwal
Anupam Agarwal, 43, serves as a director of Stardust Power Inc. and as VP Finance (employee-director) since the July 8, 2024 business combination. He brings two decades of finance, due diligence, M&A, and infrastructure/renewables advisory experience; he holds a Master’s in Management Studies (MMS) from Mumbai University . He is not designated an independent director under Nasdaq rules; the proxy lists independent directors and does not include Agarwal .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stardust Power Inc. | Senior Director of Finance & Accounts (pre-combination) | Mar 2023 – Jul 2024 | Early finance leadership during formation and pre-merger period |
| VIKASA Capital Inc. | Director, Finance | 2019 – 2023 | Finance leadership at firm founded by SDST’s CEO (see related-party links) |
| Gammon India | Project Manager | 2004 – 2007 | Executed infrastructure and renewable projects |
| EY (UAE); Edelweiss (Investment Banking); KPMG | Advisory roles | Not disclosed | Due diligence, M&A, fundraising; KPMG buy-side and IPP bid advisory |
| Independent Advisor | Advisor; Board advisor to an infrastructure company | Not disclosed | Strategy for edtech; board advisory to infrastructure company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed (public company directorships) | — | — | No other public company boards disclosed in the proxy |
Board Governance
- Independence: Not independent (only Buttenshaw, Nangolo, Cornett, Kankanwadi, Rankin are designated independent) .
- Board/Committee assignments (current):
- Board: Director
- Audit Committee: None
- Compensation Committee: None
- Governance Committee: None
- Meeting attendance: All directors, including Agarwal, attended at least 75% of Board/committee meetings in FY2024 (post-closing period) .
Fixed Compensation
| Component | Amount | Period | Notes |
|---|---|---|---|
| Non-employee director cash fees | Not applicable | FY2024 | Non-employee director pay was approved for certain independents; Agarwal is an employee-director and is not listed among recipients . |
| Non-employee director RSUs | Not applicable | FY2024 | Non-employee directors received 9,425 unvested RSUs each; Agarwal not included in this table . |
The company discloses NEO pay for CEO/CTO/CFO only; VP Finance compensation terms for Agarwal are not disclosed in the proxy .
Performance Compensation
| Grant/Txn Date | Type | Shares/Units | Grant/Strike Price | Vesting/Notes | Source |
|---|---|---|---|---|---|
| 2025-04-07 | Award/Grant (Common Stock/RSU) | 49,180 | $0.00 | Post-transaction ownership reported at 739,516 shares | https://www.sec.gov/Archives/edgar/data/1831979/000164117225015476/0001641172-25-015476-index.htm |
| 2024-07-08 | Initial insider holdings (Form 3) | 690,336 | — | Became reporting person at business combination | https://www.sec.gov/Archives/edgar/data/1831979/000149315224026685/0001493152-24-026685-index.htm |
The proxy notes a clawback policy that applies to Section 16 “officers” (administered by the Compensation Committee) in the event of a restatement; directors per se are not the focus of the policy .
Other Directorships & Interlocks
| Relationship | Counterparty | Amount/Terms | Period | Notes |
|---|---|---|---|---|
| Services agreement | VIKASA Capital Partners LLC (VCP) | Aggregate $980,000 paid under agreements in 2023; services completed, no further payments as of 12/31/2024 | 2023 | VCP is affiliated with SDST’s CEO; Agarwal worked at VIKASA Capital Inc. (2019–2023), indicating historical ties (potential perceived conflicts) . |
| Loan (affiliate of director) | Endurance Antarctica Partners II, LLC | $1,750,000 at 15% interest; $3.5M equity kicker + warrants; CEO pledged 5.5M shares as collateral | Dec 2024–Mar 2025 maturity | Endurance was an affiliate of a director at the time (board-level related-party exposure) . |
| Loan | DRE Chicago LLC | $250,000 at 15% interest; $375,000 equity kicker + warrants; CEO pledged ~470k shares | Dec 2024–Mar 2025 maturity | Board-level related-party exposure; collateral provided by CEO . |
Related-party transactions are overseen by the Audit Committee; Agarwal is not a member of that committee .
Expertise & Qualifications
- Finance/accounting, infrastructure and renewable projects; corporate advisory and M&A/due diligence background (EY UAE, Edelweiss, KPMG) .
- Education: Master’s in Management Studies (MMS), Mumbai University .
Equity Ownership
| As of Date | Shares Beneficially Owned | Ownership % | Source |
|---|---|---|---|
| 2025-04-25 (record for proxy table) | 690,336 | 1.15% | |
| 2025-04-07 (post-award position) | 739,516 | — | https://www.sec.gov/Archives/edgar/data/1831979/000164117225015476/0001641172-25-015476-index.htm |
Notes: Proxy beneficial ownership percentages are based on 60,160,824 shares outstanding as of 4/25/2025 and may exclude unvested RSUs; Form 4 shows post-transaction holdings view as of transaction date .
Governance Assessment
-
Strengths
- Relevant finance and infrastructure/renewables expertise; MMS credential aligns with audit/finance oversight needs broadly (though Agarwal is not seated on Audit) .
- Attendance at or above the 75% threshold in FY2024 .
- Insider trading policy prohibits hedging/monetization by directors; formal clawback policy for Section 16 officers is in place .
-
Concerns and potential conflicts
- RED FLAG: Not independent; serves as an employee-director (VP Finance), which may limit independent oversight on a board already managing multiple related-party transactions .
- RED FLAG: Historical affiliation with VIKASA (2019–2023) while the company engaged VIKASA Capital Partners LLC for paid services in 2023 (aggregate $980,000). While services concluded with no balances due as of 12/31/2024, the prior linkage can raise perceived conflict concerns; related-party reviews are delegated to the Audit Committee (of which Agarwal is not a member) .
- Board-level related-party financing in late 2024 (Endurance—a director affiliate; DRE Chicago), including CEO share pledges, indicates elevated governance risk; emphasizes the importance of robust independent committee oversight and transparent recusal practices .
- Director compensation structure shows non-employee directors were granted RSUs; Agarwal (employee-director) did not receive non-employee director fees/RSUs and his employee pay is not disclosed as a NEO—limits visibility for investors into his compensation alignment .
-
Signals
- Incremental equity award (49,180 shares on 4/7/2025) increases skin-in-the-game, but the absence of disclosed performance metrics/vesting terms for employee awards to non-NEOs constrains pay-for-performance evaluation (see Form 4) .
- Company has transitioned out of “controlled company” status; committees are fully independent, which is positive for oversight, though Agarwal’s non-independent status suggests he should not sit on key committees—which aligns with current assignments .
Director Attendance and Committee Snapshot
| Category | Detail |
|---|---|
| Board size | 7 directors |
| Independence (board majority) | Majority independent; independent directors named do not include Agarwal |
| Audit Committee | Kankanwadi (Chair), Nangolo, Rankin; Agarwal not a member |
| Compensation Committee | Rankin (Chair), Nangolo; Agarwal not a member |
| Governance Committee | Cornett (Chair), Kankanwadi; Agarwal not a member |
| Attendance FY2024 | All directors ≥75% of meetings during service period |
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2025-06-17 | 2025-04-07 | A (Award/Grant) | 49,180 | $0.00 | 739,516 | https://www.sec.gov/Archives/edgar/data/1831979/000164117225015476/0001641172-25-015476-index.htm |
| 2024-07-09 | 2024-07-08 | Form 3 (Initial) | — | — | 690,336 | https://www.sec.gov/Archives/edgar/data/1831979/000149315224026685/0001493152-24-026685-index.htm |
Governance note: Any equity grants/awards to employee-directors should be evaluated for vesting/performance conditions; such details are not disclosed for non-NEOs in the proxy .
Related Policies and Controls
- Clawback Policy: Applies to Section 16 “officers”; administered by Compensation Committee; restatement-triggered recovery regardless of misconduct .
- Insider Trading Policy: Applies to directors/officers/employees/contractors; prohibits hedging/monetization transactions .
- Related-Party Transaction Oversight: Audit Committee reviews/approves per charter .
Summary Implications for Investors
- Agarwal’s board role is that of an employee-director without committee assignments; his lack of independence and historical ties to VIKASA warrant attention given the company’s recent related-party financings and services arrangements .
- Positive attendance and finance/infrastructure expertise support board effectiveness; incremental equity awards increase alignment, but limited disclosure on non-NEO compensation structure/metrics tempers pay-for-performance transparency .