Sanjay Srivastava

About Sanjay Srivastava

Sanjay Srivastava was appointed to XBP’s board on July 29, 2025 as one of four nominees designated by the Consenting Creditors as part of the Restructuring; he is a non-management director with deep digital transformation and AI credentials . He serves as Venture Partner at Masa Group, LLC and senior advisor on digital/AI strategy; previously Chief Digital Officer at Genpact (2012–Mar 2024) and Chief Digital Strategist since Mar 2024 . He holds an MBA from the University of Minnesota and a BS from IIT Kharagpur .

Past Roles

External Roles

Board Governance

• Board composition and changes: As part of the Plan, the Board was expanded to seven directors, with four nominees (including Srivastava) designated by the Consenting Creditors; Akins and Clark resigned; a Lead Independent Director will be selected from independent directors by majority vote .
• Committee assignments: Company IR indicates committee composition; Srivastava is listed among committee members and, per Marketscreener, serves on the Compensation Committee (as of July 28, 2025) .
• Independence baseline: XBP states non‑management directors are independent under Nasdaq rules; executive sessions are held without management; following the Annual Meeting, independent directors led Audit Committee oversight .
• Attendance/engagement (FY 2024): Board met 5 times; Audit 5; Compensation 2; Nominating 1; each director attended 75% or more of the aggregate Board and committee meetings on which he served .

Fixed Compensation

Non‑employee director compensation framework (approved Jan 2024):

Notes:

• Framework disclosed in DEF 14A and reiterated in 10‑K/A; actual grants/fees are determined by service and timing .

Performance Compensation

• Annual equity component: Non‑employee directors receive an annual equity award valued at $140,000, typically RSUs under the 2024 Stock Incentive Plan .
• Vesting adjustments: In March–April 2025, the Company accelerated vesting of outstanding RSUs held by named executive officers and members of the Board, reflecting compensation developments around the Business Combination and restructuring .

Other Directorships & Interlocks

Expertise & Qualifications

• Digital/AI leadership: Extensive experience leading digital transformation and AI strategy in large enterprises (Genpact), plus startup founding and exits to tier‑one technology firms .
• Education: MBA, University of Minnesota; BS, IIT Kharagpur .

Equity Ownership

• Initial statement: A Form 3 (Initial Statement of Beneficial Ownership) was filed upon Srivastava’s appointment confirming director status; specific share counts not disclosed in sources reviewed here .
• Registration rights: As part of the Plan, XBP expects to enter into a Registration Rights Agreement granting resale rights to certain holders receiving shares in the Restructuring, potentially including newly appointed directors if they are holders, which impacts liquidity dynamics .

Governance Assessment

Key findings:

• Board reconstitution and creditor‑designated appointments enhance creditor representation but may raise alignment questions with minority stockholders; Srivastava was one of four such nominees .
• Independent oversight structure strengthened post‑Restructuring with plan to select a Lead Independent Director and maintain committee frameworks; prior year governance practices included independent Audit Committee and executive sessions .
• Director compensation approach blends cash and annual equity, plus committee fees; equity accelerations in early 2025 represent a notable adjustment and should be monitored for pay‑for‑performance alignment .

RED FLAGS and risk indicators:

• Controlled‑company/affiliation risks: Historical overlaps with ETI (e.g., Executive Chairman’s familial tie to CEO, directors’ holdings in ETI and XBP) pose related‑party optics; while not specific to Srivastava, they affect overall board independence perception .
• Poison pill and shareholder rights changes: Adoption of a Rights Agreement (“poison pill”) and amendments to charter governance provisions may constrain certain shareholder actions, warranting investor monitoring .
• New board tenure: The board’s average tenure is very short post‑Restructuring, which can impact effectiveness until committee rhythms and oversight mature .

Attendance baseline:

• FY 2024 engagement: Board (5 meetings), Audit (5), Compensation (2), Nominating (1); each director met ≥75% attendance—useful baseline for tracking Srivastava’s subsequent engagement metrics .

Committee clarity:

• IR indicates Srivastava is among committee members; Marketscreener shows him on the Compensation Committee (as of Jul 2025). Investors should confirm current rosters via IR PDFs as they update .

Overall implications for investor confidence:

• Srivastava’s AI/digital skillset strengthens board oversight of XBP’s platform and Reaktr.ai initiatives. Governance risks chiefly relate to broader board restructuring dynamics, creditor‑nominated appointments, and legacy ETI affiliations rather than his individual profile; continued transparency on committee roles, equity grants, and independence determinations will be critical .