Evelyn D’An

About Evelyn D’An

Evelyn D’An is an independent director of Zoomcar Holdings, Inc. (ZCAR), serving since December 2023 and currently designated as a Class III director whose term expires at the 2026 annual meeting. She is a former Ernst & Young audit partner with over 18 years of client service across technology, retail, and consumer sectors, holds a B.S. in Accounting from SUNY Albany, and previously was a licensed CPA in New York (from July 9, 1990). She chairs Zoomcar’s Audit Committee and is recognized by the Board as an “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence: The Board determined D’An is independent under Nasdaq rules and Rule 10A-3 of the Exchange Act.
• Committee assignments (current):
  • Audit Committee: Chair; members John Clarke and Swatick Majumdar (all independent; D’An is financial expert).
  • Compensation Committee: Members D’An and John Clarke; Clarke serves as chair.
• Tenure/classification: Class III; term expires at 2026 annual meeting.
• Attendance: In FY ended Mar 31, 2024, she attended 8 of 9 post-closing Board meetings (88.9%) and attended all Audit Committee meetings that year (4 meetings).

Fixed Compensation

Zoomcar’s non-employee director compensation framework and D’An’s actual cash fees:

Notes:

• Fees are paid quarterly in arrears and prorated for partial service periods.

Performance Compensation

Zoomcar grants RSUs to non-employee directors; vesting and award values are below.

Performance metrics table:

Form S-8 and plan capacity context:

• Form S-8 filed Feb 11, 2025 to register 392,189 shares under the Incentive Plan; shareholders approved a one-time increase equal to 15% of shares outstanding on Mar 31, 2025, adding 369,311 shares; total currently issuable under the Plan is 370,955 shares (company intends to file an additional Form S-8 for the increase).

Other Directorships & Interlocks

Expertise & Qualifications

• Former EY audit partner with extensive SEC reporting and internal controls experience; designated Audit Committee financial expert.
• Governance leadership: Chairs multiple audit committees; NACD Florida Board Chair; frequent governance speaker.
• Industry exposure across technology, consumer, and engineering/services, aligning with Zoomcar’s platform business.

Equity Ownership

Notes:

• No pledging or hedging of Zoomcar stock by D’An disclosed; no director ownership guidelines disclosed for Zoomcar; compliance status not disclosed.
• Indemnification agreements are in place for directors.

Governance Assessment

• Strengths

  • Independent director with deep audit and governance credentials; designated financial expert and Audit Committee chair.
  • Active committee service; compensation oversight (member) and audit leadership enhance board effectiveness.
  • Attendance: near-full Board participation post-closing FY 2024 and full Audit Committee attendance, indicating engagement.

• Watch items

  • Director equity awards accelerate on change-in-control—common in market practice but can be investor-unfriendly if not balanced by robust performance linkage (none disclosed for director RSUs).
  • Beneficial ownership appears minimal (no common shares reported as of Dec 30, 2024); alignment relies on RSU grants rather than open-market holdings.

• Conflicts/related-party exposure

  • No related-party transactions disclosed involving D’An. Audit Committee reviews related party matters; several company-level related party transactions exist with other parties (e.g., Ananda Trust, Aegis/Cantor/J.V.B.), but none involve D’An.

• Overall view

  • D’An’s audit expertise and independence are positives for investor confidence. Attendance and committee leadership support effective oversight. Equity alignment is primarily via RSUs; lack of disclosed personal share ownership is neutral-to-slightly negative on “skin in the game,” but typical for many directors.