Roshan Pujari
About Roshan Pujari
Founder of Stardust Power and current Chairman and Chief Executive Officer of SDST; age 47; CEO since the July 8, 2024 Business Combination (previously co‑founded Stardust Power and served as CEO since March 2023) . He has 20+ years in investments and transactions, founded VIKASA Capital (2012; organized as VIKASA Capital Inc. in 2021) and led its clean energy practice; BA studies at University of Redlands (History and Government); significant philanthropic and civic roles (Governor’s appointee to Oklahoma Arts Council; Heritage Hall trustee 2017–2021) . SDST is pre‑revenue with going‑concern risk; management highlights include completing the public listing in 2024 and capital raises used as KPIs for 2024 bonuses .
Past Roles
| Organization | Role | Years (as disclosed) | Strategic impact |
|---|---|---|---|
| Stardust Power Inc. (post Business Combination) | Chairman & Chief Executive Officer | Since July 2024 | Leads strategy, operations, key hires, and financing |
| Stardust Power (pre-Business Combination) | Co‑founder & Chief Executive Officer | March 2023–July 2024 | Led company formation and fundraising; lithium domain development |
| VIKASA Capital LLC / VIKASA Capital Inc. | Founder (LLC founded 2012; organized as Inc. in 2021) | 2012; 2021 re‑org | Built diversified investment platform; led clean energy practice with focus on lithium |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Oklahoma Arts Council | Governor’s appointee | Not disclosed | Public service, arts advocacy; community engagement |
| Heritage Hall School | Trustee | 2017–2021 | Education governance; community leadership |
| Pujari Foundation (501(c)(3)) | Founder | Not disclosed | Philanthropy in education, arts, community |
Fixed Compensation
| Component | 2024 | 2023 | Notes |
|---|---|---|---|
| Base salary | $437,423 | $103,055 | Effective 9/16/2024, base set at $650,000 (up to $100,000 payable in fully‑vested RSUs at company option) |
| Target annual bonus (% of salary) | 100% | Not disclosed | Executive short‑term incentive plan with KPI‑based discretion |
| Actual non‑equity incentive (bonus) | $650,000 | – | 2024 KPI included public listing and raising ~$16mm PIPE/debt |
| All other compensation | $14,525 | $2,249 | Benefits/insurance |
Total 2024 reported compensation: $6,723,546 (includes $5,621,597 stock awards) .
Performance Compensation
- Annual incentive KPIs (2024): CEO credited for leading the public listing and raising approximately $16 million (PIPE and debt) .
- Equity incentive design:
- RSUs: vest quarterly over three years from grant; service‑based .
- PSUs: cliff vest on third anniversary, contingent on SDST common stock achieving $12.00 VWAP for 20 trading days within any 30‑trading‑day period during the 3‑year performance window .
- Change‑in‑control: all unvested RSUs/PSUs accelerate and vest in full upon a change in control (single‑trigger acceleration) .
| Metric/Instrument | Weighting | Target | Actual/Status | Payout/Value | Vesting |
|---|---|---|---|---|---|
| Annual bonus (KPI) | Not disclosed | Listing, financing, operational KPIs | Achieved listing; raised ~$16mm | $650,000 (cash) 2024 | Paid per year |
| RSUs (9/16/2024 grant) | N/A | Service | Service‑based | 280,788 units outstanding at 12/31/24; $1,005,221 MV at $3.58 | Quarterly over 3 yrs from 9/16/2024 |
| PSUs (9/16/2024 grant) | 100% stock‑price condition | $12.00 VWAP ≥20/30 days within 3 yrs | As of 12/31/24 stock $3.58 (below hurdle) | 306,314 units; $1,096,604 MV at $3.58 as of 12/31/24 | Cliff at year 3 if condition met |
Note: “MV” uses disclosed 12/31/24 close ($3.58) applied by the company in the table .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 26,481,925 shares (44.02% of 60,160,824 outstanding as of 4/25/2025) |
| Ownership breakdown | 8,655,151 direct; 4,652,864 via Energy Transition Investors LLC; 10,872,790 via 7636 Holdings LLC; 1,840,896 via VIKASA Clean Energy I LP; 460,224 spouse (Maggie Clayton) |
| Vested vs unvested equity | As of 12/31/24: RSUs 280,788 unvested; PSUs 306,314 unearned (performance‑contingent) |
| Stock ownership guidelines | Not disclosed; company has Insider Trading Policy with hedging/monetization ban |
| Pledging (red flag) | 5,500,000 SDST shares (owned by Pujari) pledged as collateral for $1,750,000 loan to SDST from Endurance Antarctica Partners II LLC (15% rate; equity kicker); binding term sheet 12/6/2024 . Additional ~470,000 shares pledged for $250,000 loan from DRE Chicago LLC (15%); December 2024 . |
| Rule 10b5‑1 plan | Adopted November 29, 2024; up to 1,000,000 shares eligible for sale through November 29, 2025 . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment status | At‑will; At‑Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement (9/22/2023) |
| Base salary | $650,000 effective 9/16/2024; up to $100,000 may be paid in fully‑vested RSUs at company option |
| Target bonus | 100% of salary under executive STI plan (KPI‑based) |
| Severance | None disclosed for termination of employment |
| Change‑of‑control | Single‑trigger full acceleration of all unvested RSUs and PSUs upon a change in control |
| Non‑compete / Non‑solicit | Non‑compete provision; one‑year post‑termination non‑solicitation |
| Clawback policy | SEC/Nasdaq‑compliant clawback adopted; recovery regardless of misconduct for restatements |
| Deferred comp/retirement | 401(k) plan; no company match currently |
Board Governance
- Board role: Chairman of the Board and CEO; combined roles; Board has not elected a Lead Independent Director as of 12/31/2024 .
- Independence: Majority of directors are independent under Nasdaq rules (Buttenshaw, Nangolo, Cornett, Kankanwadi, Rankin) .
- Committees and roles: Audit (Chair: Kankanwadi; Members: Nangolo, Rankin), Compensation (Chair: Rankin; Member: Nangolo), Governance (Chair: Cornett; Member: Kankanwadi); CEO Pujari is not on committees .
- Committee advisor: Mercer (US) Inc. engaged as independent compensation consultant to Compensation Committee .
- Board de‑classification/transition: No longer a controlled company as of April 16, 2025; all directors elected annually .
- Attendance: In 2024 (post‑closing), Board met once; all directors attended ≥75% of Board/committee meetings during service periods .
Director Compensation (context for dual role)
- Non‑employee director compensation (2024): cash fees and RSUs; e.g., Kankanwadi and Rankin each received $20,000 cash and $109,519 RSUs (9,425 unvested RSUs each as of 12/31/24). As an executive, Pujari does not receive this non‑employee director program .
Compensation Structure Analysis
- Mix and shifts: CEO package is equity‑heavy ($5.62m stock awards in 2024 vs. $437k salary), aligning upside to equity performance .
- Performance orientation: 2024 bonus used transaction execution KPIs (listing and financing), not financial performance; PSUs tied to absolute stock‑price hurdle ($12 VWAP) that is significantly above the $3.58 year‑end level, increasing stretch and alignment but potentially reducing realizable pay unless stock rerates materially .
- Governance safeguards: Nasdaq/SEC clawback; prohibition on hedging/monetization transactions; independent comp consultant (Mercer) .
- Red flags: Significant pledging of personal shares to secure company borrowings (5.5m + ~470k shares) introduces potential forced‑sale risk and misalignment under stress; company related‑party context noted with Endurance (affiliate of a director) .
Related Party Transactions (salient items)
- Endurance Antarctica Partners II, LLC loan: $1,750,000 at 15% (Dec 6, 2024) with $3.5m “Equity Kicker” in common stock and warrants; secured by 5,500,000 shares owned by Pujari; Endurance is an affiliate of a director at the time .
- DRE Chicago LLC loan: $250,000 at 15% (Dec 2024) and consulting engagement for Chief Strategy Officer/Senior Advisor; ~470,000 shares owned by Pujari pledged as collateral .
- Related‑party transaction policy: Audit Committee reviews related party transactions; policy adopted at closing .
Performance & Track Record
- Company stage: Development‑stage, pre‑revenue; substantial doubt regarding ability to continue as a going concern; needs near‑term capital to maintain operations .
- 2024 achievements (used in KPIs): Closed public listing; raised PIPE/debt of approximately $16 million .
- Listing compliance risk: Received Nasdaq deficiency notices in March/April 2025 for minimum bid price, public float, and market value of listed securities; Board is seeking stockholder approval for a 1‑for‑10 to 1‑for‑100 reverse split to regain compliance .
- Capital structure actions: January 27, 2025 public offering of 4,792,000 shares plus equal warrants; March 16, 2025 warrant inducement created 9,584,000 new inducement warrants at $0.70 exercise price (subject to shareholder approval), potentially dilutive .
- Warrants may be liability‑accounted, introducing non‑cash P&L volatility .
Risk Indicators & Red Flags
- Pledging/financing structure: Pledging of CEO personal shares to secure company loans (5.5m shares with Endurance; ~470k shares with DRE Chicago) is a governance red flag (potential for margin/foreclosure dynamics) .
- Going‑concern and listing risks: Substantial doubt about going concern; multiple Nasdaq deficiency notices and reverse split authorization sought .
- PSU hurdle vs price: PSU $12.00 VWAP condition appears far above recent prices ($3.58 at 12/31/24), increasing risk of zero payout absent a material rerating .
- Insider selling pressure mechanics: 10b5‑1 plan adopted by CEO on 11/29/24 for up to 1,000,000 shares through 11/29/25; monitor executions around catalysts and liquidity windows .
Equity Grant and Ownership Tables
2024 Outstanding Equity Awards (as of 12/31/2024)
| Metric | RSUs (units) | RSUs ($ MV at $3.58) | PSUs (units) | PSUs ($ MV at $3.58) |
|---|---|---|---|---|
| Roshan Pujari | 280,788 | $1,005,221 | 306,314 | $1,096,604 |
Notes: RSUs granted 9/16/2024, vest quarterly over 3 years; PSUs granted 9/16/2024, vest at year 3 subject to $12 VWAP hurdle; change‑in‑control accelerates all .
Summary Compensation (select line items)
| Year | Salary | Stock awards | Non‑equity incentive | All other | Total |
|---|---|---|---|---|---|
| 2024 | $437,423 | $5,621,597 | $650,000 | $14,525 | $6,723,546 |
| 2023 | $103,055 | – | – | $2,249 | $105,304 |
Beneficial Ownership (as of April 25, 2025)
| Holder | Shares | % of outstanding |
|---|---|---|
| Roshan Pujari (including affiliated entities and spouse) | 26,481,925 | 44.02% |
| Shares outstanding (context) | 60,160,824 | – |
Breakdown: 8,655,151 direct; 4,652,864 Energy Transition Investors LLC; 10,872,790 7636 Holdings LLC; 1,840,896 VIKASA Clean Energy I LP; 460,224 spouse .
Board Service History and Dual‑Role Implications
- Board service: Director and Chairman since the July 8, 2024 Business Combination; nominated for re‑election at 2025 annual meeting .
- Committees: Not a member of Audit, Compensation, or Governance committees (all‑independent) .
- Dual‑role implications: Combined CEO/Chair with no Lead Independent Director as of 12/31/24 can concentrate agenda‑setting and oversight; mitigants include a majority‑independent Board and independent committee structure .
Say‑on‑Pay & Shareholder Feedback
- First annual meeting post‑Business Combination in 2025; no historical say‑on‑pay results disclosed . Independent consultant (Mercer) engaged by Compensation Committee .
Employment Contracts, Severance, and CoC Economics
- Employment: At‑will; addendum effective 9/16/2024 set base salary terms (with partial RSU option); confidentiality, conflict‑of‑interest, non‑compete, and 1‑year post‑termination non‑solicit .
- Severance: None for termination of employment .
- Change‑of‑control: Single‑trigger full acceleration of RSUs and PSUs upon CoC; estimated unvested award values (had CoC occurred 12/31/24): $2,101,825 for CEO (based on $3.58) .
Investment Implications
- Alignment and upside: High equity component with stringent PSU hurdle ($12 VWAP) tightly links long‑term pay to stock performance; clawback and hedging ban are positive .
- Liquidity and governance risks: Pledging of 5.5m + ~470k personal shares to secure company loans, related‑party loan structures, and 10b5‑1 plan introduce potential selling/foreclosure optics and governance concerns under stress .
- Financing and listing overhang: Going‑concern disclosure, repeated Nasdaq deficiency notices, planned reverse split, warrant inducements and potential liability‑accounted warrants create capital structure volatility and potential dilution, which can weigh on equity valuations and PSU realizability near term .
- Retention: Absence of severance but existence of single‑trigger equity acceleration on CoC shifts retention value toward equity performance; given the current price well below the PSU hurdle, realized compensation may skew to time‑vested RSUs unless substantial operational and financing milestones re‑rate the stock .