Kareem Irfan

About Kareem Irfan

Kareem M. Irfan (age 65) is an independent director of XTI Aerospace (XTIA) and has served on the board since July 2014. He is Chicago‑based CEO (Global Businesses) of Cranes Software International Limited and previously held senior legal and strategy roles at Schneider Electric and Square D; he holds a JD from DePaul University, an MS in Computer Engineering from the University of Illinois, and a BS in Electronics Engineering from Bangalore University .

Past Roles

Organization	Role	Tenure	Committees/Impact
Schneider Electric	General Counsel	2005–2011	Global energy management company; oversaw legal, governance, and regulatory policies
Square D (U.S.)	Chief IT/IP Counsel	Prior to Schneider Electric (dates not specified)	Led IP/IT counsel functions
Cranes Software International	Chief Strategy Officer	2011–2013	Strategy leadership before CEO role
International Law Firms (U.S.)	Intellectual property attorney	Not disclosed	Practiced IP law at two international firms

External Roles

Organization	Role	Tenure	Notes
Cranes Software International Limited	CEO (Global Businesses)	Since 2013	Leads multinational IT, big‑data analytics, BI, and tech‑education services

No other current public company directorships are disclosed for Mr. Irfan in XTIA’s proxy materials .

Board Governance

Board classification, tenure, and independence:
- Class II director; on the board since 2014; board determined him “independent” under Nasdaq rules (only executive officers Pomeroy and Das are non‑independent) .
- The board held 14 meetings in 2024; no director attended fewer than 75% of board and applicable committee meetings .
Committee assignments and chair roles (current and expected):
- Audit Committee: Chair in 2024; post‑election plan moves chair to Tensie Axton with Irfan remaining a member; Audit Committee met 3 times in 2024 with >75% attendance by members .
- Compensation Committee: Member in 2024; expected to become Chair subject to Clinton J. Weber’s election .
- Nominating & Corporate Governance Committee: Member expected post‑election, with Weber as Chair .
Financial expertise: The board determined Mr. Irfan qualifies as an SEC “audit committee financial expert” .

Fixed Compensation

Component	2024 Amount	Notes
Cash fees (retainer + committee/ chair fees)	$100,750	Actual fees earned/paid in cash for FY2024
Director cash policy (effective May 1, 2024)	$50,000 board retainer; Audit Chair $20,000; Comp Chair $15,000; Gov Chair $10,000; Audit member $10,000; Comp member $7,500; Gov member $5,000; paid quarterly	Adopted May 1, 2024
Amended Director Services Agreement (May 16, 2022)	Additional $10,000 per month for expanded strategic support	Amended terms for Irfan’s services agreement

Year-over-year (context): In 2023, Irfan’s cash fees were $170,500 (pre‑May 2024 policy), with separate option grants as shown below; 2024 reflects transition to the new policy and board changes .

Performance Compensation

Equity Award Type	FY2024 Fair Value	FY2023 Fair Value	Key Terms
Stock Options (non‑employee director annual grant)	$75,227	$59,820	Annual grant under the 2018 Plan with fair value sized to aggregate annual cash retainer; exercise price at grant‑date market price; valuation via Black‑Scholes; vesting not specifically disclosed for directors .

Plan mechanics: The 2018 Plan authorizes stock options and other stock‑based awards; option exercise prices must be at least fair market value on grant date; awards administered by the Compensation Committee .
No director‑specific performance metrics or PSUs disclosed; equity grants align pay with shareholder outcomes via options whose value depends on stock performance .

Other Directorships & Interlocks

Company	Role	Public/Private	Notes
None disclosed	—	—	XTIA’s proxy does not list other public company boards for Mr. Irfan .

Network/Interlocks: Related‑party transactions in 2024–2025 primarily involved former CEO Nadir Ali and AVX Aircraft engagements with directors David Brody and CEO Scott Pomeroy—not Mr. Irfan .

Expertise & Qualifications

Legal, governance, and regulatory management experience (Schneider Electric GC; Square D Chief Counsel), and >30 years as business strategist and >15 years in executive leadership .
Recognized as an audit committee financial expert, strengthening board oversight of financial reporting and controls .
Education: JD (DePaul University); MS in Computer Engineering (University of Illinois); BS in Electronics Engineering (Bangalore University) .

Equity Ownership

Beneficial Ownership (as of Sept 17, 2025)	Shares/Units	% of Class	Notes
Options exercisable within 60 days	827	<1%	No common shares reported; options exercisable within 60 days deemed beneficially owned .

Pledging/Hedging: The insider trading policy (updated April 2025) prohibits holding company securities in margin accounts, pledging as collateral, and engaging in short selling or similar hedging; this mitigates alignment risks from pledging/hedging .

Governance Assessment

Board effectiveness and independence:
- Long‑tenured independent director (since 2014) with legal/financial expertise; designated audit committee financial expert; >75% attendance cohort; strengthens audit and compensation oversight .
Compensation and alignment:
- 2024 director cash fees of $100,750 and option award fair value of $75,227 reflect the May 2024 policy (cash + annual option equal to cash retainer). Equity is at‑risk via options, aligning with shareholders .
- 2022 amendment granted Irfan an additional $10,000 per month for expanded strategic support—a potential scrutiny point; however, it is fully disclosed and subject to board oversight .
Conflicts / related‑party exposure:
- No related‑party transactions disclosed involving Irfan personally. Material related‑party items (e.g., settlements and preferred stock consents with former CEO Nadir Ali; AVX consulting with directors Pomeroy and Brody) heighten overall governance risk, but Irfan’s role as Audit Committee Chair is central to oversight of these matters .
Attendance and engagement:
- The board recorded 14 meetings in 2024 with directors meeting the 75%+ participation threshold; audit and compensation committees met with similar attendance compliance, indicating active engagement .

RED FLAGS (monitor):

Additional monthly compensation under Irfan’s director services amendment (May 2022) for strategic support—ensure continued justification and independence safeguards in committee decisions .
Company‑level related‑party activity (e.g., Ali settlements; AVX consulting while two directors have affiliations) heightens the importance of robust Audit Committee oversight—an area where Irfan is responsible as chair/member .

Fixed Compensation (Detail)

Year	Cash Fees	Notes
2024	$100,750	Fees earned/paid in cash
2023	$170,500	Prior‑policy year (shows higher cash; options shown separately)

Performance Compensation (Detail)

Year	Equity Type	Fair Value	Notes
2024	Stock Options	$75,227	2018 Plan; FMV by Black‑Scholes; exercise price at market
2023	Stock Options	$59,820	2011/2018 Plan usage context; options granted to non‑employee directors

Other Disclosures Relevant to Confidence

Section 16(a) compliance: The company reported late filings for other insiders (Soumya Das; Jennifer Gaines) but none for Irfan in 2024; in 2025, no mention of Irfan among late filers .
Board size and refreshment: Board planned to expand from five to six with the Class II nomination of Clinton J. Weber; committee roles adjusted accordingly (e.g., Audit Chair moving to Axton; Irfan to chair Compensation) .

Overall implication: Irfan brings legal, governance, and financial oversight strength as an independent, long‑tenured director and audit committee financial expert. The incremental director pay amendment (2022) merits ongoing monitoring, but no direct related‑party exposures are disclosed for him. His committee leadership positions are pivotal given the company’s recent related‑party complexities and capital structure actions .