Alok Prasad

About Alok R. Prasad

Alok R. Prasad is a non‑independent director of WinVest Acquisition Corp. (WINV) and serves as Head of Growth; he has been on the board since September 14, 2021 and is 57 years old . His education includes a Bachelor of Technology from IIT (BHU) Varanasi and both an MBA and Ph.D. from Cornell University, with a career focused on fintech and digital banking leadership .

Past Roles

External Roles

Board Governance

• Board classification: 7 directors in three staggered classes; Prasad (Class III) with term expiring at the third annual meeting (annual meetings expected post‑business combination) .
• Independence: Current independent directors are Kramer, McGowan, Pentland, and Schmidt; Prasad is not listed as independent given his executive role (Head of Growth) .
• Committees:
  • Audit Committee: McGowan (Chair), Schmidt, Kramer; Prasad is not a member .
  • Compensation Committee: Kramer (Chair), McGowan; Prasad is not a member .
• Independent director executive sessions: WINV’s independent directors hold regularly scheduled meetings without management present .
• Attendance: No director‑specific attendance metrics disclosed in latest filings; WINV states committee charters and governance practices but does not publish per‑director attendance rates in the 10‑K .

Fixed Compensation

WINV (as a SPAC) does not pay directors or executive officers any cash compensation prior to consummation of an initial business combination; only reimbursement of out‑of‑pocket expenses is permitted .

Performance Compensation

• Equity plans: WINV reports no compensation plans authorizing issuance of equity securities; no RSUs/PSUs/options granted to directors pre‑business combination .
• Pay‑for‑performance metrics: None disclosed/applicable prior to business combination .

Other Directorships & Interlocks

• Public company directorships: None disclosed for Prasad beyond WINV; current role at CashRepublic (private fintech) .
• Committee roles at other entities: Served on Bank Administration Institute board during Bank of America tenure .
• Interlocks: No disclosed shared directorships with WINV’s counterparties/suppliers; audit committee reviews all related‑party transactions .

Expertise & Qualifications

• Fintech/digital banking operator with senior leadership at OakNorth (US and UK) and Bank of America (digital solutions) .
• Built and scaled Merrill Edge to $200B+ in investable assets; strategic and product leadership across Merrill Lynch businesses .
• Technical and analytical training (Ph.D.) supporting data‑driven growth initiatives .

Equity Ownership

WINV beneficial ownership (as of March 5, 2025):

• Vested vs unvested/derivatives: No director equity awards or options disclosed; sponsor and warrantholders are separate, with warrants not exercisable within 60 days of reference date .
• Pledging/hedging: No pledging or hedging by Prasad disclosed; insider trading policy and pre‑clearance/blackout procedures are in place .

Governance Assessment

• Strengths:

  • Deep fintech and digital banking operating expertise; track record scaling platforms (Merrill Edge) and leading digital client solutions at major institutions .
  • No pre‑deal director compensation; reduced pay risks until a business combination closes .
  • Independent committees with financial expertise (audit: McGowan as “financial expert”), and independent director executive sessions .

• Concerns/Signals affecting investor confidence:

  • Independence: Prasad is not classified as independent, serving concurrently as Head of Growth at WINV, which can create management‑board conflicts in a SPAC context .
  • Ownership alignment: Direct beneficial ownership is modest (28,000 shares, <1%), while Sponsor controls ~81% of outstanding shares—strong sponsor control may outweigh non‑sponsor director influence .
  • Market/listing risk: WINV was delisted from Nasdaq after failing to complete a business combination by the deadline; securities trade on OTC with limited liquidity, raising governance and execution risks .
  • SPAC extensions and sponsor financing: Repeated charter/trust extensions and sponsor promissory notes underscore dependence on sponsor support and increase governance complexity (e.g., monthly extension funding arrangements) .

RED FLAG: Prasad’s non‑independent status (as a current executive of WINV) coupled with low personal share ownership and heavy sponsor control (81% of shares) may reduce independent oversight and investor alignment in key board decisions pre‑business combination .

RED FLAG: WINV’s delisting from Nasdaq and reliance on repeated extensions highlight heightened execution and governance risk; boards often face constrained alternatives and sponsor‑driven timelines in these circumstances .

RED FLAG: While audit committee reviews related‑party transactions, multiple sponsor‑funded extension notes and trust amendments increase conflict potential and require rigorous committee oversight .

Potential Conflicts or Related‑Party Exposure

• Dual roles: Prasad is a WINV executive (Head of Growth) and director, limiting independence; board independence count excludes him .
• External commitments: CEO/Director at CashRepublic (private); no related‑party transactions between WINV and CashRepublic are disclosed, but audit committee approval is required for any such transactions .
• Sponsor relationships: Sponsor controls >80% of shares and funds extensions via notes; although not tied to Prasad personally, these structures present conflicts of interest at the board level that require independent committee scrutiny .

Employment & Contracts

• WINV does not have employment agreements providing termination benefits for executives prior to business combination; any future compensation would be determined by an independent compensation committee of the post‑combination company .
• Post‑combination roles and compensation (including potential consulting/management fees) would be disclosed at the time of transaction; none are currently set for Prasad .

Director Compensation (Structure & Policies)

• Pre‑deal policy prohibits cash compensation and equity grants for directors; only expense reimbursement is allowed .
• Compensation Committee (independent) oversees executive/director remuneration post‑combination and may engage independent advisors, considering adviser independence per Nasdaq/SEC rules .

Say‑on‑Pay & Shareholder Feedback

• No say‑on‑pay votes disclosed (typical for SPACs pre‑combination); shareholder meetings have focused on extension amendments and trust account changes .

Summary Implications for Board Effectiveness

• Prasad brings high‑value fintech execution skills; however, his lack of independent status and limited personal ownership reduce alignment and independent oversight at a time when WINV faces material listing and transaction‑execution risks .
• Monitoring and disclosure of any related‑party dealings, strictly enforced audit committee reviews, and clear separation of management and board decision‑making will be critical to maintaining investor confidence through any prospective business combination .