Touraj Parang

About Touraj Parang

Touraj Parang (age 52) is President, Chief Operating Officer, and a Class III Director at Serve Robotics Inc. (SERV). He has served as Serve’s COO since March 2021, President since July 2022, and joined the SERV Board at the July 2023 merger; he previously led corporate development at GoDaddy (NYSE: GDDY) from 2014–2021 and holds a B.A. in Philosophy and Economics (Stanford) and a J.D. (Yale Law School) . During 2024, SERV’s revenue increased to $1.81 million from $0.21 million in 2023, while net losses widened to $39.19 million from $24.81 million, reflecting early-stage scaling and heavy R&D investment . Parang is an executive director (not independent); the CEO also serves as Board Chair, a governance structure mitigated by a majority of independent directors and active Audit and Compensation Committees .

Past Roles

External Roles

• No current public-company directorships or committee roles disclosed beyond SERV Board .

Fixed Compensation

Notes:

• SERV discloses salary but not target incentive percentages for Parang. No cash bonuses reported for 2023–2024 .

Performance Compensation

Notes:

• 2024 “Stock Awards” for Parang totaled $3,009,064 (grant-date fair value) across the year’s RSU grants; SERV does not disclose award-specific metric weighting or targets, indicating primarily time-based vesting .
• A prior milestone-based award was retroactively modified by the Board to vest time-based, reducing pay-for-performance stringency .

Equity Ownership & Alignment

Vesting/Selling Pressure Indicators:

• A 33% cliff for 395,000 RSUs on Sep 5, 2025 followed by monthly vesting creates medium-term potential selling pressure and dilution; monitoring Form 4 filings and any Rule 10b5-1 plans is advisable .

Employment Terms

• Offer Letter (Mar 1, 2021): At-will employment; initial base salary $250,000; eligibility for benefits; two equity components (time-based 666,040 shares; milestone-based 333,020 shares) with 4-year vesting schedules; milestone award vests on achieving defined milestone then monthly thereafter .
• Acceleration/Repurchase: Time-Based and Milestone-Based awards fully vest upon involuntary termination (without cause or resignation for good reason), subject to release and return of company property . Unvested shares may be repurchased upon termination; vested milestone shares could be repurchased at a formula price until Feb 18, 2025 (“Award Call Option”)—that repurchase window has now expired .
• Termination Payment Letter (Jun 23, 2021): If terminated without cause on or before Feb 18, 2025 AND company exercises Award Call Option, a lump-sum termination payment equals shares repurchased times the excess of $500mm/fully diluted shares over fair market value per share; subject to release and return of property .
• Good Reason (Parang): Defined to include a ≥10% salary reduction (unless broad-based), material diminution of role/authority, or relocation increasing one-way commute by >35 miles; includes notice and cure mechanics .
• Clawback: Compensation Recovery Policy adopted Oct 2, 2023 for mandatory recoupment of incentive-based compensation upon financial restatements within a 3-year lookback .

Board Governance

• Board Service History: Parang is a Class III Director; current term expires 2026; employees (CEO Kashani and Parang) receive no director fees .
• Independence: Board determined Parang (COO) and the CEO are not independent; four directors are independent under Nasdaq rules .
• Committees: Audit (Goldberg—Chair; Sarafan; Vincent), Compensation (Vincent—Chair; Sarafan), Nominating & Governance (Goldberg—Chair) . Parang does not sit on Board committees (consistent with independence standards) .
• Attendance: In FY 2024, each incumbent director except Sarfraz Maredia attended at least 75% of Board and applicable committee meetings; seven Board meetings were held .
• Dual-Role Implications: CEO is also Chairman; Board cites efficiency and deep operational knowledge as rationale; independent directors and committee structures provide oversight balance, but concentration of roles is a governance watchpoint for investors .

Risk Indicators & Red Flags

• Section 16(a): One late Form 4 filing by Parang in 2024 (filed Sept 6, 2024) indicates minor compliance timing issue .
• Equity Award Modification: Board retroactively removed a milestone condition from certain restricted stock grants—reduces pay-for-performance rigor .
• Dilution/Overhang: Proposal to increase 2023 Equity Incentive Plan share reserve by 2,280,000 (total availability ~2.81 million) underscores ongoing equity usage and potential dilution .
• Hedging/Pledging: Hedging prohibited; no pledging disclosed—positive alignment signal .
• Legal/Proceedings: Company reports no material legal proceedings; generalized early-stage risks in 10-K Risk Factors (losses, supply chain, regulatory, cybersecurity) –.

Compensation Structure Analysis

• Shift to RSUs/time-based vesting: 2024 compensation dominated by RSUs with time-based schedules; a prior milestone award was converted to time-based vesting (less performance-linked pay, more retention/equity leverage) .
• Cash vs Equity Mix: 2024 cash compensation remained modest vs. equity grants ($3.0 million grant-date fair value), aligning executive wealth to share value but increasing potential periodic selling upon vest .
• Clawback Adoption: Adds downside accountability for financial-reporting-based incentives .
• Severance Economics: No salary/bonus multiples disclosed; economics focused on vesting acceleration, repurchase rights, and an expired termination payment construct tied to the Award Call Option .

Director Compensation (Parang as Employee Director)

• Employee-director status: Receives no director cash retainers or equity grants separate from employee compensation .

Say-on-Pay & Shareholder Feedback

• Not disclosed in 2025 proxy; no say-on-pay vote results presented .

Expertise & Qualifications

• Education: Stanford University (B.A. in Philosophy & Economics); Yale Law School (J.D.) .
• Functional Expertise: Corporate development/M&A (GoDaddy), operations scaling in autonomous delivery (Serve) .
• Governance: Executive director experience; not an audit “financial expert” designation (Audit Committee roles are held by other directors) .

Performance & Track Record

• Company Operating Metrics: Revenue rose to $1.81 million (2024) from $0.21 million (2023), with the company continuing to invest heavily and operate at a loss as it scales .
• Strategic Milestones: Expanded RSU programs, continued Uber framework, and Magna manufacturing/commercial relationships per corporate filings; broader achievements and failures not specifically tied to Parang in proxy .

Employment & Contracts

Investment Implications

• Alignment: High equity-heavy mix with anti-hedging policy positively aligns long-term interests, but heavy RSU issuance raises dilution risk; monitor equity plan share increases, vesting cliffs (Sep 2025) and subsequent Form 4 activity .
• Pay-for-Performance Rigor: Retroactive conversion of milestone-based equity to time-based vesting reduces performance sensitivity—watch future award designs for explicit operating or TSR metrics .
• Retention: Acceleration protections and historical repurchase mechanics (now expired) suggest balanced retention levers; current at-will status means retention is more driven by equity and strategic trajectory .
• Governance: CEO/Chair dual role raises oversight considerations; independence on Audit/Comp Committees provides mitigation; Parang’s executive-director status appropriately excludes him from committees .
• Trading Signals: Upcoming vesting events (e.g., Sep 2025 cliff) and any Rule 10b5-1 plans could indicate structured selling; one late Form 4 in 2024 suggests the need to watch reporting timeliness .