Rohan Chauhan
About Rohan Chauhan
Rohan Chauhan, age 37, was appointed to Volcon’s board on July 17, 2025. He is a markets specialist with experience designing trading systems, infrastructure, and cost models, and currently serves as Director of Strategy at Gemini Trust Company (since September 2024). Chauhan holds a Bachelor of Engineering (2009) and Master of Engineering (2010) from The Cooper Union and is a CFA charterholder . His tenure at Volcon began concurrent with the company’s adoption of a Bitcoin treasury strategy and entry into a Strategic Digital Assets Services Agreement with a Gemini affiliate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hudson River Trading | Business Development | Jul 2022 – Jan 2025 | Business development and trading systems experience |
| GIC (Singapore’s Sovereign Wealth Fund) | Trader | 2018 – Jul 2022 | Trading strategies, systems operations |
| Kepos Capital | Senior role (not specified) | Not disclosed | Trading systems and infrastructure exposure |
| Credit Suisse | Senior role (not specified) | Not disclosed | Trading/infrastructure experience |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Gemini Trust Company, LLC | Director of Strategy | Sep 2024 | Ongoing role; Gemini affiliated with Volcon’s treasury services (see Related Party section) |
| (Various) | Systems specialist; prior roles at HRT, GIC, Kepos Capital, Credit Suisse | Various | Background spans digital assets, fintech, and traditional finance |
Board Governance
- Appointment and scope: Chauhan was elected director on July 17, 2025, to serve until elections at the next shareholder meeting .
- Independence status: As of May 6, 2025 (pre-Chauhan), the Board affirmed independence for Foster, Olason, Solgaard, and Tjon; Kim was not independent . Chauhan’s independence designation has not yet been disclosed in filings.
- Committees: Firm-wide committees and 2024 activity (pre-Chauhan) included:
- Audit Committee: Tjon (Chair), Foster; Solgaard until Feb 2025; Olason beginning Feb 2025; 4 meetings in 2024; all members independent and financially literate; Tjon and Foster designated “audit committee financial experts” .
- Compensation Committee: Foster (Chair), Tjon, Solgaard; 2 meetings in 2024; members independent; no compensation consultant in 2024 .
- Nominating & Governance Committee: Tjon (Chair), Foster, Solgaard; 1 meeting and 1 written consent in 2024; all members independent .
- Board activity and attendance: The Board held 22 meetings and took 12 written actions in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings in 2024 .
- Governance policies: The Company maintains insider trading and hedging/pledging policies; directors are prohibited from hedging and pledging Company stock . Audit Committee reviews related-party transactions for potential conflicts .
Fixed Compensation
| Component | Amount | Payment Terms | Notes |
|---|---|---|---|
| Annual Director Retainer | $40,000 | Paid quarterly | Offer letter for Chauhan as Director Nominee |
| Committee Service Fee | $10,000 per committee | Paid quarterly | Per committee served; specific committee assignments for Chauhan not yet disclosed |
| Meeting Fees | Not disclosed | — | No separate meeting fees disclosed |
Performance Compensation
| Equity Instrument | Quantity Basis | Exercise Price | Term | Vesting Schedule | Approval/Other Terms |
|---|---|---|---|---|---|
| Stock Options (New Plan) | Number equal to 0.5% of “Shares Deemed Outstanding” | $10.00/share | 10 years | 20% vesting at daily VWAP thresholds: $10, $15, $20, $25, $30 (each 20%) | Granted under new stock plan subject to shareholder approval; formal grant terms to be presented following shareholder approval |
| Indemnification Agreement | — | — | — | — | To be entered into in substantially similar form to prior Exhibit 10.11 |
Performance Metrics Detail (for option vesting)
| Metric | Threshold | Vesting Tranche |
|---|---|---|
| Daily VWAP of VLCN Common Stock | $10.00 | 20% |
| Daily VWAP of VLCN Common Stock | $15.00 | 20% |
| Daily VWAP of VLCN Common Stock | $20.00 | 20% |
| Daily VWAP of VLCN Common Stock | $25.00 | 20% |
| Daily VWAP of VLCN Common Stock | $30.00 | 20% |
Other Directorships & Interlocks
- Public company boards: None disclosed for Chauhan to date .
- Interlocks and potential conflicts:
- Volcon executed a Strategic Digital Assets Services Agreement with Gemini Nustar, an affiliate of Gemini Trust Company, on July 17, 2025 .
- Chauhan is Director of Strategy at Gemini Trust Company (since Sept 2024), creating a related-party exposure nexus between his external employer and Volcon’s treasury services counterparty .
Expertise & Qualifications
- Technical expertise: Trading systems design, infrastructure, cost models .
- Finance/digital assets: Experience across digital assets, fintech, and traditional finance; CFA charterholder .
- Education: B.E. (2009) and M.E. (2010), The Cooper Union .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial share ownership | Not disclosed in filings to date (post-appointment) |
| Options granted | Grant basis equal to 0.5% of “Shares Deemed Outstanding”; counts not disclosed |
| Form 4 activity | No insider trades found for Chauhan from 2025-07-01 to 2025-11-20 (insider-trades skill) |
| Hedging/Pledging | Company prohibits director hedging and pledging of Company stock |
Governance Assessment
- Positive signals:
- Strong technical and market infrastructure expertise valuable to treasury oversight amid Volcon’s Bitcoin strategy launch .
- Board committees (pre-Chauhan) demonstrate independence, financial literacy, and defined oversight mandates; Audit Committee reviews related-party transactions .
- Key risks and RED FLAGS:
- Related-party exposure: Volcon’s Strategic Digital Assets Services Agreement with a Gemini affiliate coincides with Chauhan’s senior role at Gemini, presenting a potential conflict of interest; robust recusal and Audit Committee oversight should be evidenced in subsequent filings .
- Equity award structure: Option vesting purely on share price VWAP tiers may incentivize short-term price outcomes over operating performance; absence of operating or risk-adjusted performance metrics increases pay-for-performance risk .
- Disclosure gaps: Committee assignments and independence designation for Chauhan not yet disclosed; investors should seek confirmation of formal independence determination and any recusals from Gemini-related decisions in the next proxy or 8-K .
- Context:
- Board independence was below Nasdaq thresholds in early 2024 due to CEO appointment, but as of May 2025 (pre-Chauhan) a majority was affirmed independent; the post-July board composition will need updated disclosure to confirm ongoing compliance .
RED FLAGS: Potential related-party transactions (Gemini affiliation), equity awards tied solely to stock VWAP thresholds, and pending disclosure of independence and committee roles .