Hiroshi Nishijima
About Hiroshi Nishijima
Executive operator and director at Zoomcar Holdings (ZCAR) with roles spanning COO (from May 2, 2022), Acting CEO (appointed June 20, 2024), CEO (effective February 1, 2025) and resignation as CEO effective May 2, 2025; he also served as Interim CEO and Director during the January 2025 special meeting process . Company operating KPIs show Booking Days up 22% YoY to ~179.9K in the Sep-2025 quarter with contribution profit and margin improving (contribution profit $1.20m, 52%) and continued positive contribution profit at the company level, though the business remains loss-making with going-concern risk and severe liquidity constraints .
Past Roles
| Organization | Role | Years/Dates | Strategic/Context Notes |
|---|---|---|---|
| Zoomcar Holdings, Inc. | Chief Operating Officer | May 2, 2022 – Jun 20, 2024 | Employment agreement set core pay, bonuses, options, and severance; key operating role pre- and post-business combination . |
| Zoomcar Holdings, Inc. | Acting CEO | Appointed Jun 20, 2024 | Board appointed following former CEO termination . |
| Zoomcar Holdings, Inc. | CEO | Feb 1, 2025 – May 2, 2025 (resigned) | Board finalized resignation May 7, 2025; “not due to disagreement” . |
| Zoomcar Holdings, Inc. | Director (executive director) | At least by Jan 21, 2025 | Signed Special Meeting materials as Interim CEO and Director . |
External Roles
No public-company external directorships or committee roles for Mr. Nishijima were identified in the cited filings reviewed (S-1/S-1A/10-K/DEF 14A) .
Fixed Compensation
| Component | Terms | Source/Status |
|---|---|---|
| Base salary | $285,000 initial; increases to $332,500 after one year of service (per May 2, 2022 COO agreement) . | Remained as contracted per later filings (no change disclosed) . |
| Target variable pay | Up to $15,000 initially; up to $17,500 after one year . | Remained as contracted per later filings . |
| Joining/retention bonuses | $15,000 joining bonus; $25,000 one-time retention bonus (paid after 6 months) . | Historical per agreement . |
| SPAC/IPO listing bonus | $60,000 upon closing of IPO or SPAC listing . | Historical per agreement . |
Performance Compensation
Equity – Options (legacy plan)
| Instrument | Grant terms | Vesting | Status |
|---|---|---|---|
| Stock options (2012 Equity Plan) | 500,000 options at grant; plus an additional 100,000-share grant contingent on performance (per COO agreement) . | Four-year vesting (500k); additional 100k contingent on performance . | Plan terminated for new awards after adoption of 2023 plan; legacy awards continue per terms . |
Equity – RSUs (2023 Equity Incentive Plan)
| Instrument | Target/Size | Vesting | Status |
|---|---|---|---|
| RSUs (post-Business Combination) | RSUs equal to 0.25% of shares outstanding immediately after the Business Combination, subject to comp committee approval . | 3-year vesting: 50% at first anniversary of Closing, remainder monthly thereafter (continued service required) . | As of the S-1/A and 10-K disclosures, no RSUs had been granted to Nishijima under the 2023 plan . |
Notes:
- No specific annual performance metrics (revenue/EBITDA/TSR) were disclosed as pay drivers in the cited agreements for Mr. Nishijima .
Equity Ownership & Alignment
| Category | Detail | Notes |
|---|---|---|
| Common shares beneficially owned | 32,052 shares; “less than 1%” of outstanding as of Dec 30, 2024 (record date) . | Table excludes certain warrants not exercisable within 60 days . |
| Options/warrants exercisable within 60 days | 0 included in beneficial ownership (per table methodology) . | — |
| Warrants not currently exercisable (footnote) | Up to 16,026 shares via Series A warrants; additional Series B warrants number undeterminable as of record date; neither exercisable within 60 days . | Overhang potential when exercisable. |
| Pledging/hedging | Not disclosed in reviewed filings . | — |
| Ownership guidelines | Not disclosed in reviewed filings . | — |
| Insider participation in financing | Invested $50,000 in Dec 2024 Reg D offering; received Reg D Bridge Warrants alongside investors . | Alignment via capital at risk but potential resale overhang. |
Vesting/selling pressure context (company-wide warrant structures):
- Institutional (Nov 2024) and Reg D (Dec 2024) Series A/B warrants carry reset/anti-dilution features, low floor prices, and beneficial-ownership blockers (generally 4.99%–9.99%); resale registrations became effective in Dec 2024, creating material dilution and potential selling pressure if exercised .
Employment Terms
| Term | Detail |
|---|---|
| Employment start | May 2, 2022 (COO agreement) . |
| Role transitions | Acting CEO appointed Jun 20, 2024; CEO effective Feb 1, 2025; resigned as CEO effective May 2, 2025 (finalized May 7, 2025) . |
| Severance | Four months of last drawn salary if terminated by the Company without cause; also four months if terminated by the acquiring company within one year following an acquisition (single-trigger termination by acquirer) . |
| Non-solicit | 12 months post-termination for customer/employee solicitation restrictions (per COO agreement) . |
| Non-compete | Not disclosed in reviewed filings . |
| Clawback | Not disclosed in reviewed filings . |
Board Governance
- Role: Executive director (Interim CEO and Director noted in January 2025 Special Meeting materials) .
- Committees: Following April 2025 reconstitution, committees comprised independent directors; Nishijima is not listed on Audit (Evelyn D’An, Chair; John Clarke; Swatick Majumdar), Compensation (John Clarke, Chair; Evelyn D’An), or Nominating & Corporate Governance (Swatick Majumdar, Chair; Evelyn D’An) .
- Dual-role implications: He concurrently held executive and director roles around early 2025; while this is common in small-cap/emerging companies, it places greater emphasis on the independence and effectiveness of the board committees that oversee compensation, audit, and governance .
Company Performance & Context (for assessing pay-performance alignment and execution risk)
| Metric | Latest Reported | Prior-Year Comp | Commentary |
|---|---|---|---|
| Booking Days | 179,898 (Q2 FY26, quarter ended Sep 30, 2025) . | 146,832 (Q2 FY25) . | ~22% YoY growth in platform volume . |
| Gross Booking Value (GBV) | $6.23m (Q2 FY26) . | $6.12m (Q2 FY25) . | Modest YoY increase . |
| Contribution Profit | $1.197m (Q2 FY26); margin 52% . | $1.208m; margin 54% (Q2 FY25) . | Sustained positive unit economics as reported . |
| Net Loss | $(0.794)m (Q2 FY26) . | $(3.352)m (Q2 FY25) . | Loss narrows, but business remains loss-making . |
| Liquidity & Solvency | Cash $0.169m; negative working capital $(28.6)m; going-concern doubt disclosed (as of Sep 30, 2025) . | — | Acute liquidity risk; multiple debt defaults noted . |
Additional context and trading signals:
- Massive potential dilution approved/solicited: up to ~452% of shares outstanding for the Institutional offering and up to ~5,863% (Reg D), with combined impact up to ~6,315% if both proposals approved (record date base 6,771,662 shares) .
- Reverse stock splits (1-for-100 in Oct 2024; 1-for-20 in Mar 2025) and board authorization for further split approval sought in Jan 2025 proxy .
- Migration from OTCQX to OTCQB in Nov 2025 due to market-cap eligibility; shares commenced trading on OTCQB on Nov 4, 2025 .
- Legal/tax overhangs include Indian indirect tax disputes totaling ~$9.47m, plus litigation/claims and defaults on certain lease and debt obligations (penal interest accruals) .
- Company press release frames “eighth consecutive quarter of positive contribution profit,” reinforcing KPI momentum narrative (headline) [16].
Compensation Structure Analysis (signals)
- Cash vs equity mix: Legacy options from the 2012 plan and contemplated (but ungranted) RSUs under the 2023 plan indicate an intent to increase equity linkage; however, as of the S-1/A and 10-K disclosures, the 0.25% RSU award had not been granted to Nishijima .
- Performance link: Agreements do not disclose specific annual financial/TSR performance metrics driving bonus/RSU payouts for Nishijima; additional 100,000-share grant under the 2012 plan was performance-contingent .
- Change-in-control/severance: Four months’ salary if terminated by the acquirer within 12 months post-transaction—relatively modest economics vs typical small-cap peers, but single-trigger on acquirer termination .
Related Party & Potential Conflicts
- Insider participation in December 2024 financing (Reg D): Nishijima invested $50,000 and received Reg D Bridge Warrants; warrant structures across offerings included reset and anti-dilution features, with registration rights subsequently effective, creating risk of resale overhang .
Risk Indicators & Red Flags
- Going concern and liquidity: Substantial doubt; minimal cash, significant negative working capital, and defaults on debt/lease obligations (including penal interest accruals) .
- Dilution and structural overhang: Extraordinary potential share issuance from 2024–2025 financings; anti-dilution resets; low floor prices; beneficial ownership blockers; and reverse splits .
- Legal/tax matters: Indian indirect tax disputes (~$9.47m), claims/litigation including former employee matters and warrant-exercise dispute notifications .
- Listing tier downgrade: Transition to OTCQB from OTCQX due to eligibility issues (market cap), which may affect liquidity and institutional interest .
Investment Implications
- Alignment: Direct equity ownership (32,052 shares) is modest (<1%), but insider capital participation ($50k Reg D) adds alignment; absence (to date) of the 0.25% RSU grant reduces long-term equity linkage vs plan intent .
- Retention risk: Resignation as CEO in May 2025 and modest severance economics (4 months’ salary) suggest limited financial retention mechanisms versus market norms; non-solicit is the primary post-termination restriction disclosed .
- Trading overhang: The 2024–2025 financing structures (Series A/B warrants with resets and low floors) plus reverse splits and registration effectiveness point to ongoing dilution/overhang risk for equity holders, potentially pressuring the stock on rallies .
- Execution vs solvency: While unit economics (contribution profit) and Booking Days/GBV trends are constructive, going-concern doubt, cash scarcity, tax/legal overhangs, and debt defaults dominate near-term risk-reward; equity remains highly speculative and sensitive to financing outcomes .