Taryn Naidu
About Taryn Naidu
Taryn J. Naidu (age 47) is an independent director of System1, Inc. (SST), serving since August 2023. He is a Partner & Executive Officer at Arrington Capital (since 2023) and brings 20+ years of operating experience across technology, including prior roles as COO of Rigetti Computing and CEO/Director of Rightside Group. He holds a B.Sc. in Computer Science from the University of Regina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rigetti Computing | Chief Operating Officer | 2019–2022 | Led operations and multiple financing rounds, including de-SPAC public listing |
| Rightside Group Ltd. | Chief Executive Officer; Director | 2014–2017 | Led leading domain services company until sale to Identity Digital |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arrington Capital | Partner & Executive Officer | 2023–Present | Investment/crypto-focused firm |
Board Governance
- Independence: The Board determined Naidu is independent under NYSE and SEC rules .
- Committee assignments (2024 and current structure):
- Audit Committee: Member; Committee held 10 meetings in 2024; Chair: Frank R. Martire, Jr.; all members meet NYSE financial literacy, and Martire is the “audit committee financial expert” .
- Compensation Committee: Member; Committee held 4 meetings in 2024 and 2 unanimous written consents; Chair: Moujan Kazerani .
- Attendance and engagement: The Board met 6 times in 2024 (plus 2 written consents); each director attended at least 75% of Board and applicable committee meetings; committees and the Board sometimes met in executive session without management .
- Board structure: Classified Board; Naidu’s term expires 2026 . Board has no lead independent director; independent directors meet in executive session .
Fixed Compensation (Director)
Director compensation is delivered in equity (RSUs) with additional RSUs for committee service; no annual cash retainer disclosed for 2024.
| Component (2024) | Amount ($) | Source/Notes |
|---|---|---|
| Annual RSU award | 180,000 | Non-Employee Director Compensation Program |
| Audit Committee member RSUs | 20,000 | Member (non-chair) award |
| Compensation Committee member RSUs | 10,000 | Member (non-chair) award |
| Total 2024 Director Compensation (grant-date fair value) | 210,000 | Reported for Naidu in 2024 Director Compensation table |
- Vesting for director RSUs: 25% on each of the first three quarterly anniversaries and the remaining 25% on the earlier of one-year anniversary or next annual meeting, subject to continued service .
Performance Compensation (Director)
| Award Type | Performance Metric(s) | Vesting Mechanics | FY2024 Detail |
|---|---|---|---|
| RSUs (Director) | None disclosed (time-based) | Quarterly vesting as described above | No performance-vesting metrics for director equity; time-based RSUs only |
Other Directorships & Interlocks
| Company | Role | Public/Private | Notes |
|---|---|---|---|
| Rightside Group Ltd. (prior) | Director (while CEO) | Public (historical) | Past public company directorship; no current additional public boards disclosed |
- Interlocks/Conflicts: The proxy discloses no compensation committee interlocks with System1 executives and lists no related-party transactions involving Naidu; Board affirms his independence .
Expertise & Qualifications
- Operating and capital markets experience: COO (Rigetti) with financing leadership including de-SPAC; CEO/Director (Rightside) through sale; broad media/technology leadership .
- Technical background: B.Sc. Computer Science (University of Regina) .
- Board-relevant skills emphasized by Nominating & Governance: leadership, finance, technology sector experience, independence/conflict awareness .
Equity Ownership
As of April 15, 2025:
| Holder | Beneficial Ownership (Class A) | % of Class A | Notes |
|---|---|---|---|
| Taryn Naidu | 235,628 shares | <1% | Includes 35,001 shares issuable within 60 days from unvested RSUs; percentage represents less than 1% . |
Unvested Director RSUs held at 12/31/2024:
| Director | Unvested RSUs (12/31/2024) |
|---|---|
| Taryn Naidu | 70,001 |
- Pledging/Hedging: No pledging or hedging by Naidu disclosed in the proxy; insider trading policy is in place at the company level .
Insider Trades (Form 4 Highlights)
| Date (Reported) | Transaction Date | Security | Amount | Terms/Vesting | Notes/Source |
|---|---|---|---|---|---|
| 08/04/2025 (filed) | 07/31/2025 | RSU grant | 15,000 | Vests in four equal quarterly installments on 9/15/2025, 12/15/2025, 3/15/2026, 6/15/2026; continued Board service required | Form 4 for Naidu; holdings reflect issuer’s 1-for-10 reverse split effected 06/11/2025 |
Governance Assessment
-
Strengths
- Independence and dual committee service (Audit and Compensation) support board oversight in financial reporting and pay practices .
- Documented attendance threshold met (≥75%) alongside active committee calendars (Audit 10 meetings; Compensation 4 meetings in 2024) signals engagement .
- Director pay fully equity-based with transparent committee add-ons aligns director incentives to shareholder value; Naidu’s 2024 total: $210,000 grant-date fair value .
-
Watch items
- Company-level auditor change (PwC to Deloitte in 2024) and historical material weaknesses in internal control (with restatements in 2022) heighten the Audit Committee’s remediation oversight burden; Naidu’s audit membership places him squarely in this governance-critical area .
- Reverse stock split authorization and subsequent execution (noted in Form 4) reflect listing compliance actions; ongoing investor confidence depends on operational progress and control environment improvements under board oversight .
-
Conflicts/Related parties
- No Naidu-specific related-party transactions disclosed; related-party oversight resides with Audit Committee, of which he is a member .
Overall, Naidu brings relevant operating and technology industry credentials to key oversight committees. Given System1’s control remediation path and capital actions, his Audit and Compensation contributions will be central to reinforcing investor confidence in reporting quality and incentive alignment .