Par Chadha

About Par Chadha

Par S. Chadha is Executive Chairman and a director of XBP (now XBP Global Holdings, Inc.). He is 70, holds a B.S. in Electrical Engineering from Punjab Engineering College (India), and brings 40+ years of experience building and integrating businesses across the Americas, Europe, and Asia, including M&A and public offerings . He has served as Executive Chairman of Exela Technologies, Inc. (ETI) since September 2021 and founded HandsOn Global Management (HGM) in 2001 . During his tenure as a director (since Nov 2023), XBP reported 2024 revenue of $872.7M (down from $903.3M in 2023) and Adjusted EBITDA of $13.39M (down from $15.77M), while Q1 2025 Adjusted EBITDA rose to $3.69M from $2.94M YoY . The company’s “Pay vs Performance” table shows Company TSR of $5.74 for 2024 and $27.89 for 2023 using a $100 baseline investment from Nov 30, 2023 (first trading day as XBP) .

Past Roles

External Roles

Fixed Compensation

Notes:

• Mr. Chadha’s sole XBP compensation for 2024 was equity-based; he did not receive salary, bonus or Company benefits and was not an employee of XBP .

Performance Compensation

• 2024 Annual Bonus Plan design for NEOs (not applicable to Mr. Chadha): 50% Revenue and 50% Adjusted EBITDA; Committee retained discretion .
• Results: Revenue target not met; Adjusted EBITDA achieved 98.97% of target; Committee awarded slightly less than 50% weighted payout and gave one-time additional bonuses to select NEOs (e.g., CEO $237,157 + $70,000) .

Clawback: XBP maintains a clawback policy covering current and former executive officers in line with Exchange Act Rule 10D-1 and Nasdaq standards .

Equity Ownership & Alignment

• 2024 Equity Grant: On June 14, 2024, Chadha received 1,128,972 RSUs (grant date fair value $1,388,636), originally vesting in three annual tranches through April 30, 2027 .
• Acceleration: In March–April 2025, XBP accelerated vesting of outstanding RSUs for NEOs and directors, including previously and newly granted awards .
• Beneficial Ownership (as of record date June 12, 2025): 1,128,972 shares (3.1% of outstanding) .

Insider transactions (Form 4 highlights):

(Form 4 data extracted using insider-trades skill; details as shown in system fetch and file readout.)

Pledging/Hedging policy: Hedging is discouraged and subject to pre‑clearance; pledging of Company securities is not prohibited—a potential alignment risk .

Registration & liquidity overhang: In connection with the restructuring, XBP entered into a Registration Rights Agreement providing shelf, demand, and piggyback rights for holders receiving shares; lock-ups of 90 days around underwritten offerings may apply to >10% holders; these features can facilitate secondary sales post‑effective shelf and thus create selling pressure .

Employment Terms

• Employment with XBP: Mr. Chadha had no XBP employment agreement in 2024 and did not receive Company benefits; he had an employment agreement with ETI (not reflected in XBP financials) .
• Severance/Change-in‑Control: On Apr 29, 2025, XBP adopted a Severance Plan for CEO/CFO/President (not Mr. Chadha). Benefits: without-cause termination equals 12 months’ base salary + 100% target bonus and partial vesting; within 24 months post‑CoC or for good reason: 24 months’ base salary + 200% target bonus and full vesting; XBP’s Board deemed the 2025 restructuring to be a change in control for plan purposes .
• Clawback: Executive officer clawback policy consistent with Rule 10D‑1 and Nasdaq .

Board Governance (including dual-role implications)

• Role: Executive Chairman (non‑independent) and director since November 2023 .
• Independence: The Board determined that all directors except Mr. Chadha and CEO Andrej Jonovic are independent under Nasdaq rules .
• Committee roles: Audit, Compensation, and Nominating committees are comprised of independent directors; current named members include Reynolds, Clark, and Akins (pre‑restructuring) .
• Board changes: Post‑restructuring, the Board expanded to seven with four creditor‑designated independent directors; Akins and Clark resigned; continuing directors are Chadha, Jonovic, and Reynolds; a Lead Independent Director is to be selected .
• Dual roles and relatedness: Mr. Chadha is Executive Chairman at ETI and father‑in‑law of XBP’s CEO; multiple directors had overlapping roles with ETI; XBP explicitly disclosed potential conflicts of interest related to the restructuring and director affiliations .

Director compensation policy (context): Non‑employee directors generally receive a $60,000 annual cash retainer and an equity award targeted at $140,000; committee chair/member retainers range from $8,000–$20,000 and $4,000–$10,000, respectively .

Related Party Transactions

• HGM‑affiliated technology and reseller agreements (brands: Zuma, Athena, Peri, etc.) dating to 2015–2016; XBP incurred ~$1.7M in fees for the three months ended March 31, 2025, and none in third-party reseller revenue under those agreements in the same periods of 2025 and 2024 .
• HOV RE, LLC / HOV Services Ltd. facilities leasing and services: < $0.1M rental expense per quarter; ~$0.7M in data capture and technology services in Q1 2025 (cost of revenue) .
• Aideo Technology LLC (HGM affiliate): Master Services Agreements in Sept/Oct 2024 for medical coding and AWS hosting management; $0.1M revenue recognized in Q1 2025 .

Performance & Track Record (Company context during Chadha’s tenure)

• Revenue and EBITDA: 2024 total revenue of $872.7M (down from $903.3M in 2023); 2024 EBITDA (continuing ops) $5.86M (up from $4.99M), Adjusted EBITDA $13.39M (down from $15.77M) .
• Q1 2025: Adjusted EBITDA improved to $3.69M vs $2.94M in Q1 2024 .
• TSR: Company TSR values reported as $27.89 (2023) and $5.74 (2024) under the SEC “Pay vs Performance” framework using a baseline $19.00 price on Nov 30, 2023 .
• Control/Capital Structure: July 29, 2025 restructuring issued 81,799,821 new shares; post‑transaction, ETI ~27.1%, Gates Capital ~25.9%, Avenue Capital ~9.8% (assuming warrant exercises); XBP ceased to be a “controlled company” .
• Governance defenses: Rights agreement (“poison pill”) adopted to deter accumulations ≥30%, expiring after 18 months unless earlier redeemed .

Equity Ownership & Alignment (Snapshot)

Note: Subsequent Form 4 filings reflect receipt of additional common shares and warrants in connection with the restructuring, and awards thereafter (see Insider transactions table above) [Form 4 links as listed].

Risk Indicators & Red Flags

• Hedging/pledging: Hedging discouraged (pre‑clearance required); pledging not prohibited—misaligns with many governance best practices .
• Related parties: Multiple continuing related‑party arrangements with HGM affiliates (technology, services, real estate), increasing potential for conflicts .
• Dual-role conflicts: Executive Chair at ETI and familial relationship to XBP’s CEO; Company flags conflict risks explicitly .
• Liquidity overhang: Registration rights + shelf/demand/piggyback could facilitate large shareholder sell‑downs; 90‑day lockups apply around offerings for >10% holders .
• Controls/going concern: BPA Group disclosed material weaknesses in internal controls and substantial doubt about going concern prior to emergence (context for combined XBP Global) .

Employment Terms (Summary for Mr. Chadha)

• No XBP employment agreement; no XBP cash compensation or benefits in 2024 .
• Not covered by XBP Severance Plan adopted Apr 29, 2025 (applies to CEO/CFO/President; CoC deemed for restructuring) .
• Clawback: Applicable to executive officers under Rule 10D‑1/Nasdaq policy .

Investment Implications

• Alignment levers: Chadha’s compensation is entirely equity-based at XBP (2024), with significant post‑restructuring equity and warrants reported on Form 4s—this can align incentives but also introduces potential liquidity overhang given broad registration rights .
• Governance and conflicts: Dual roles at ETI, family relation to the CEO, and ongoing HGM-related transactions necessitate heightened scrutiny of related-party dealings and independent committee oversight .
• Incentive design: 2024 cash bonuses for executives tied to revenue and Adjusted EBITDA, with discretionary adjustments; RSU acceleration in early 2025 boosted realized equity—watch for future equity grant practices and any further accelerations or repricing .
• Control transition & defenses: Rights plan and board refresh post‑restructuring add stability but may limit takeover optionality; the end of “controlled company” status should strengthen independence, including the appointment of a Lead Independent Director .
• Operating trajectory: Revenues declined in 2024 with mixed EBITDA trends; early 2025 Adjusted EBITDA improvement is positive, but integration, leverage from new facilities, and internal control remediation remain key execution risks .