Manish Jhunjhunwala
About Manish Jhunjhunwala
Manish Jhunjhunwala is Chief Executive Officer, Chief Financial Officer, and a director of WinVest Acquisition Corp. (WINV) since March 2021. He is 47, holds an MBA and PhD from MIT (thesis in microscale systems), and an undergraduate degree from IIT; previously a consultant at McKinsey & Company and CEO/co-founder of Trefis since 2009, leading technology development, capital raises, and distribution partnerships . He also serves as a director of WinVest (BVI) Ltd. since August 2024 and is slated to serve as an independent director of “New WINV” post‑business combination per the F‑4/A . WINV was delisted from Nasdaq on March 20, 2025 and now trades on OTC Markets, which has implications for liquidity and equity-based incentive value realization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Trefis | Chief Executive Officer (co‑founder) | 2009–present | Led strategic initiatives, technology development (Trefis.com), capital raises, and partnerships with financial media, investment banks, research houses, brokerages, and Fortune 500 firms . |
| McKinsey & Company | Consultant | Prior to 2009 | Strategy consulting experience; foundation for later leadership roles . |
| WinVest Acquisition Corp. | CEO, CFO, Director | Mar 2021–present | Founding executive of SPAC; responsible for execution, financing, and deal process . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WinVest (BVI) Ltd. | Director | Aug 2024–present | Governance and oversight for business combination structure . |
| New WINV (post‑combination) | Independent Director (anticipated) | Post close | Expected audit committee member; board independence and oversight . |
Fixed Compensation
| Metric (USD) | FY 2022 | FY 2024 |
|---|---|---|
| Base Salary | No cash compensation paid to executive officers . | No cash compensation paid to executive officers or directors . |
| Target Bonus % | Not applicable (no pre‑combination cash comp) . | Not applicable (no pre‑combination cash comp) . |
| Actual Bonus Paid | Not applicable . | Not applicable . |
| Perquisites | Not disclosed . | Not disclosed . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Incentive‑based pay (cash/equity) | — | — | — | — | — |
| Note: WINV discloses no executive compensation prior to completing an initial business combination; any post‑combination compensation will be determined by an independent compensation committee of the combined company . |
- Clawback policy: WINV adopted a compensation recovery (clawback) policy effective March 28, 2024, requiring recovery of erroneously awarded incentive-based compensation after an accounting restatement, applicable to executive officers for the three completed fiscal years preceding the restatement date .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Instrument Detail | Pledged/Hedged |
|---|---|---|---|---|
| Manish Jhunjhunwala | 53,576 | 1.7% | Founder shares transferred pre‑IPO to directors; subject to escrow/lock‑up provisions (transfer restrictions described below) . | No pledging disclosed; insider trading policy restricts derivative transactions and requires pre‑clearance/blackout compliance . |
| WinVest SPAC LLC (Sponsor) | 2,537,424 | 81.0% | Founder shares; subject to Sponsor Support—no transfer, lien, pledge, or hedging before closing per agreement . | |
| Jeff LeBlanc (Sponsor manager) | 2,565,424 | 81.9% | Includes control over Sponsor holdings . | Sponsor prohibited from creating pledges/hedges under support agreement . |
Founder share escrow/lock‑up mechanics (insider selling pressure mitigant):
- 50% of founder shares not transferable/assignable/sellable/released from escrow until the earlier of six months post initial business combination or when the stock trades at or above $12.50 for 20 of 30 trading days after the business combination; remaining 50% not transferable until six months post business combination (earlier release if subsequent liquidation/merger) .
Ownership concentration (governance signal):
- Initial Stockholders (Sponsor, officers/directors, advisors) collectively controlled ~91.7% of outstanding shares as of May 30, 2025 (record date), enabling approvals without public holders; Sponsor alone ~81.0% .
Employment Terms
| Term | Status |
|---|---|
| Employment start date | March 2021 (CEO, CFO, Director) . |
| Contract term/expiration | Not disclosed; officers serve at board discretion . |
| Severance provisions | No agreements providing termination benefits; no pre‑combination compensation . |
| Change‑of‑control (CoC) | Not disclosed; no pre‑combination comp arrangements . |
| Non‑compete / Non‑solicit / Garden leave | Not disclosed . |
| Post‑termination consulting | Not disclosed . |
| Stock ownership guidelines | Not disclosed . |
| Hedging/Pledging policy | Insider trading policy restricts derivatives and imposes blackout/pre‑clearance for insiders; Sponsor Support prohibits pledges/hedges of Sponsor’s founder shares and private warrants . |
| Clawback | Compensation recovery policy adopted Mar 28, 2024 (SEC 10D/Nasdaq 5608 compliant) . |
Board Governance (current and projected)
- Current board committees (WINV): Audit Committee (McGowan – Chair; Schmidt; Kramer); Compensation Committee (Kramer – Chair; McGowan). Manish serves as CEO/CFO (not independent) .
- Projected post‑combination: Manish anticipated as an independent director on New WINV and an audit committee member per F‑4/A (role contingent on closing) .
Compensation Committee Analysis
- Independence and mandate: Compensation committee composed of independent directors; responsible for executive pay approval, equity plan administration, perquisites, disclosure, and can retain independent advisors after independence assessment .
- Pay philosophy at SPAC stage: No cash or equity compensation paid to executive officers before an initial business combination; any compensation post‑combination to be set by independent committee of the combined company .
- Clawback adoption: Formal policy enacted in 2024 enhances alignment and recovery mechanisms in case of restatements .
Related Party Transactions (context for alignment/risks)
- Founder shares: Sponsor purchased 2,875,000 founder shares for $25,000; 277,576 founder shares transferred pre‑IPO to directors (including current directors) for no cash consideration; founder shares are escrowed with transfer restrictions tied to post‑combination milestones .
- Sponsor loans: Unsecured promissory notes to Sponsor outstanding (e.g., ~$2.95 million as of Nov 21, 2024; increased to ~$4.13 million by June 2, 2025), repayable only from funds outside the trust or forgivable if no business combination; creates potential conflicts/incentives to consummate a deal .
- Sponsor control: Sponsor managed by Jeff LeBlanc; certain directors/advisors hold minority interests in the Sponsor (e.g., Alok Prasad, Larry Kramer <1% each; others as disclosed) .
Performance & Track Record (company context)
- Listing status: Nasdaq Hearings Panel determined to delist WINV securities effective March 20, 2025; securities now quoted on OTC Markets (tickers WINV, WINVR, WINVU, WINVW), with limited trading volume and higher price volatility .
- Extension process: Multiple charter/trust extensions to allow more time to complete the Xtribe business combination; redemption price per share ~$12.90 as of May 30, 2025 with trust balance ~$3.34 million (illustrative) .
- Governance response: Adoption of clawback and insider trading policies; sponsor support and founder share lock‑ups seek to align insiders with successful de‑SPAC outcome .
Investment Implications
- Pay‑for‑performance alignment: Absence of pre‑combination cash/equity pay limits direct pay incentives but large founder share exposure and strict lock‑ups align insiders (including Manish) with completion and post‑close value creation; clawback adds discipline .
- Retention and selling pressure: Founder share escrow (50% release post‑close/$12.50 threshold; 50% after six months) and Sponsor Support prohibitions on transfer/pledging/hedging reduce near‑term selling pressure but may concentrate incentive on deal completion regardless of quality .
- Governance/ownership risk: High insider control (Initial Stockholders ~91.7%) and Sponsor loans ($2.95–$4.13 million) create potential conflicts; delisting to OTC raises liquidity risk and may affect the utility of equity incentives .
- Role transition: Post‑combination, Manish is expected to shift to an independent director role at New WINV (including audit committee), suggesting reduced direct management influence but continued governance impact .