Pravin Borkar
About Pravin Borkar
Pravin Borkar is Chief Technical Officer of Safe Pro Group Inc. (SPAI), a Director on the Board, and President of Safe-Pro USA LLC. He founded Safe-Pro USA LLC in November 2008, was appointed SPAI’s CTO and Director on June 7, 2022, and has over 30 years’ experience in ballistic protection systems for the U.S. Department of Defense, having developed 50+ bullet and blast-resistant products; he holds a Bachelor of Technology in Chemical Engineering and an M.S. in Composites and Plastics Engineering (University of Massachusetts). Age: 67; appointment date: June 7, 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Safe-Pro USA LLC | Founder & President | Founded Nov 2008 (ongoing) | Led development and manufacture of body armor plates and helicopter ballistic protection systems; >50 bullet/blast-resistant products . |
| Safe Pro Group Inc. | Chief Technical Officer & Director | Appointed Jun 7, 2022 (ongoing) | Technical leadership for ballistic protection portfolio; industry expertise brought to Board . |
External Roles
No external public company directorships or committee roles for Mr. Borkar were disclosed in the proxy or other filings .
Fixed Compensation
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Salary ($) | $120,000 | $140,645 | Employment agreement set $120,000 until Nasdaq listing on Aug 30, 2024, then increased to $225,000 annually . |
| Bonus ($) | — (none disclosed) | — (none disclosed) | Eligible for up to 100% of base salary annually, subject to Compensation Committee criteria . |
| All Other Compensation ($) | — (none disclosed) | $1,419 | Medical insurance reimbursement . |
| Total ($) | $120,000 | $142,065 | Summary compensation totals per proxy . |
| Employment Agreement Terms (CTO/SPUSA) | Detail |
|---|---|
| Effective date and term | Three-year agreement entered Jun 7, 2022; extends for five additional one-year terms unless either party gives 30 days’ advance notice of non-renewal . |
| Base salary | $120,000 until Nasdaq listing (Aug 30, 2024), then $225,000 annually; retroactive pay adjustments per amendments . |
| Benefits | Participation in retirement/welfare benefits; up to $1,500/month medical premiums effective upon listing . |
| Bonus opportunity | Annual cash bonus up to 100% of then-current base salary, subject to Compensation Committee criteria . |
| Equity/payments in stock | Board may accrue base salary; at Mr. Borkar’s election, pay may be in common stock . |
Performance Compensation
| Incentive Type | Metric/Trigger | Target/Threshold | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|
| Annual Cash Bonus | Company performance criteria set by Compensation Committee | Up to 100% of base salary | Not disclosed | Paid following year if earned; subject to Committee approval . |
| Earnout – Additional Consideration (Safe-Pro USA acquisition) | Revenue sourced by Pravin Borkar from SPUSA-manufactured products | $5,000,000 by Mar 31, 2026 → shares equal to $1,250,000; $7,500,000 by Mar 31, 2026 → shares equal to $1,250,000; plus one-time 10% of net profits if $5,000,000 achieved from Aug 26, 2023 forward | Not disclosed | Shares valued at greater of opening price on listing date and closing price prior to milestone achievement; paid to former SPUSA members . |
Change-in-control equity treatment under the 2025 Plan: Committee may accelerate vesting, deem performance satisfied at target, and cash-out/assume awards at its discretion (no repricing without shareholder approval) .
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Total beneficial ownership | 750,000 common shares held by American Protection Works, Inc., beneficially owned by Mr. Borkar and spouse; 4.9% of outstanding shares (15,172,185 as of Apr 30, 2025) . |
| Options (exercisable/unexercisable) | No option holdings disclosed for Mr. Borkar; options noted for other executives/directors only . |
| Vested vs. unvested shares | Not disclosed for Mr. Borkar . |
| Pledging/Hedging | Insider Trading Policy restricts trading while in possession of MNPI; no pledging or hedging practices disclosed specific to Mr. Borkar . |
| Ownership guidelines | Not disclosed for executives/directors; non-employee directors receive initial 50,000 restricted shares; executive directors excluded from director compensation . |
Employment Terms
| Term | Detail |
|---|---|
| Role(s) | CTO of SPAI; Director; President of Safe-Pro USA LLC . |
| Agreement term/renewal | 3 years from Jun 7, 2022; auto-renew for five successive one-year terms unless 30 days’ non-renewal notice . |
| Base pay progression | $120,000 annual until Aug 30, 2024; increased to $225,000 thereafter; eligible for up to $1,500/month medical premiums post-listing . |
| Bonus | Up to 100% of base salary annually per Compensation Committee criteria . |
| Severance/CoC | Specific severance terms for Mr. Borkar not disclosed; company-wide 2025 equity plan allows CIC acceleration at Committee’s discretion . |
| Clawback | Dodd-Frank restatement recoupment policy covering executive incentive-based compensation for three completed fiscal years preceding a required restatement . |
| Accrued wages (2024) | $39,105 accrued wages recorded for Mr. Borkar; $39,107 accrued for his spouse employed as VP of Safe-Pro USA . |
Board Governance
- Board service history and roles: Director since June 7, 2022; Executive Director (not independent) .
- Committee memberships: Audit (Dean—Chair), Compensation (Miller—Chair), Nominating & Corporate Governance (Van Arsdale—Chair); Mr. Borkar is not listed as a member of these committees .
- Board leadership and independence: 5 directors, 3 independent; CEO (Daniyel Erdberg) also serves as Chairman, with independent directors able to convene executive sessions; potential independence concerns due to combined CEO/Chair structure .
- Director compensation: Executive directors (including Mr. Borkar) are excluded from board retainer/equity for directors; non-employee directors receive $48,000 annual cash retainer and a one-time grant of 50,000 restricted shares; committee fees to be determined .
- 2025 Annual Meeting vote: Mr. Borkar re-elected with 7,704,117 votes For, 3,035 Withheld; 1,321,457 broker non-votes .
Related Party Transactions and Alignment Risks
| Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Assumed liability to former SPUSA member (Pravin Borkar) | $405,554 due at Dec 31 | $382,516 due at Dec 31 | Part of total assumed/advanced funds tied to Bangladesh Ministry of Defense contracts; repayments $793,458 (2023) and $20,654 (2024) . |
| Payments to American Protection Works (spouse-owned) | $22,730 (production supplies/services) | $18,765 (production supplies/services) | Recorded in cost of sales; ongoing supplier relationship with spouse’s entity . |
| Earnout “Additional Consideration” linked to Pravin Borkar-sourced revenue | — | Revenue milestones by Mar 31, 2026: $5M → $1,250,000 in shares; $7.5M → $1,250,000 in shares; plus one-time 10% net profits for $5M achieved from Aug 26, 2023 forward | Share valuation at greater of opening price on listing date or close prior to milestone; paid to former SPUSA members . |
- Insider Trading Policy and Section 16 compliance: Company reports timely Section 16 filings in 2024; policy prohibits trading while in possession of MNPI; recoupment policy in place .
Compensation Structure Analysis
- Cash vs. equity mix: No equity awards disclosed for Mr. Borkar in 2023–2024; compensation primarily cash salary with eligibility for cash bonus up to 100% of salary; salary increased post-listing to $225,000 .
- Performance metrics: Bonus contingent on Compensation Committee criteria; specific KPIs not disclosed for Mr. Borkar (contrast with contribution margin metrics disclosed for other executives) .
- Guaranteed components: No guaranteed minimum bonus disclosed for Mr. Borkar; guaranteed increases/terms referenced for CEO; not applicable to Borkar .
- Clawback and governance: Recoupment policy adopted; 2025 Plan prohibits repricing and limits non-employee director compensation .
Equity Ownership & Alignment Table
| Ownership Component | Quantity | % of Shares Outstanding | Notes |
|---|---|---|---|
| Beneficial common shares | 750,000 | 4.9% (15,172,185 outstanding) | Held via American Protection Works, Inc. (Mr. and Mrs. Borkar as beneficial owners) . |
| Options (exercisable within 60 days) | — (none disclosed) | — | Options disclosed for other executives; none listed for Borkar . |
| Pledged shares | Not disclosed | — | No pledging disclosure specific to Borkar . |
Employment Terms (Detailed)
| Clause | Provision |
|---|---|
| Non-renewal notice | 30 days for either party prior to term end . |
| Pay in stock | Allowed at executive’s election if Board accrues salary . |
| Benefits | Up to $1,500/month medical premiums post-listing; general retirement/welfare participation . |
Say-on-Pay & Shareholder Feedback
- 2025 Stock Plan approval: 7,552,008 For; 116,742 Against; 38,402 Abstain .
- Auditor ratification: RBSM LLP ratified (9,017,962 For; 10,448 Against; 199 Abstain) .
Risk Indicators & Red Flags
- Related party transactions: Ongoing payments to spouse-owned American Protection Works; significant assumed liabilities/advances tied to SPUSA and BMD contracts; outstanding amounts due to former member (Pravin Borkar) remain material .
- Dual role/independence: Executive Director (CTO) while CEO is also Chairman; Board has structures for independent oversight, but combined CEO/Chair role and executive directorship can dilute independence .
- Earnout-driven share issuance: Revenue-based earnout triggers through Mar 31, 2026 can lead to share issuance to former SPUSA members, potentially increasing selling pressure and dilution at milestones .
- Accrued compensation: Accruals for Mr. Borkar and spouse indicate cash constraints and deferred compensation practices .
Investment Implications
- Alignment: Borkar’s 4.9% beneficial stake via American Protection Works and bonus tied to performance provide alignment, but absence of disclosed, quantified KPIs for his bonus limits pay-for-performance transparency .
- Dilution/overhang risk: Earnout structures tied to Borkar-sourced revenue could result in sizeable share issuance ($2.5M of share value at milestones), creating potential supply overhang at achievement dates through Mar 31, 2026 .
- Governance quality: Recoupment policy, independent committees, and anti-repricing features support governance, but executive directorship and CEO/Chair combination raise independence considerations; Borkar receives no director compensation as an executive director .
- Related-party exposure: Supplier payments to spouse’s company and outstanding amounts to former SPUSA member are notable; monitor disclosures for conflicts management and cash flows from BMD contracts .