John Clarke
About John Clarke
Independent director at Zoomcar Holdings since June 2024; finance executive with 40 years in specialty financing, capital markets, and emerging growth offerings. Senior Managing Director at Aegis Capital Corp and SternAegis Ventures since 2021; previously President of H.C. Wainwright & Co, roles at Spencer Trask Ventures, and branch manager at Josephthal, Lyon & Ross. B.S. in Finance from the E. Claiborne Robbins School of Business; resides in New Jersey .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aegis Capital Corp | Senior Managing Director | 2021–present | Placement agent for ZCAR financings; received fees and warrants |
| SternAegis Ventures | Senior Managing Director | 2021–present | Associated with capital raising for ZCAR |
| H.C. Wainwright & Co | President | Prior to 2021 (noted, no dates) | Led offerings in emerging industries |
| Spencer Trask Ventures | Senior roles | Prior (noted, no dates) | Venture financing |
| Josephthal, Lyon & Ross | Branch Manager | Prior (noted, no dates) | Brokerage operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aegis Capital Corp | Senior Managing Director | 2021–present | Aegis designated Clarke to ZCAR’s Board under a one-time right to nominate two independent directors . |
| SternAegis Ventures | Senior Managing Director | 2021–present | Affiliated with Aegis Capital activities. |
Board Governance
- Independence: Determined independent under Nasdaq/Exchange Act Rule 10A-3 .
- Classified board: Class I (Clarke and Majumdar) through 2027 annual meeting .
- Committee assignments:
- April 21, 2025 reconstitution: Compensation Committee (Chair: John Clarke), Audit Committee (Members: Evelyn D’An, John Clarke, Swatick Majumdar), Nominating & Corporate Governance (Chair: Swatick Majumdar; Member: Evelyn D’An) .
- As of S-1/A (May 12, 2025): Audit Committee members: Evelyn D’An (Chair), John Clarke, Swatick Majumdar .
- Attendance metrics: Not disclosed in referenced filings.
| Committee | Role | Members |
|---|---|---|
| Compensation | Chair | John Clarke (Chair), Evelyn D’An |
| Audit | Member | Evelyn D’An (Chair), John Clarke, Swatick Majumdar |
| Nominating & Corporate Governance | — | Swatick Majumdar (Chair), Evelyn D’An |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer ($) | 75,000 | |
| Additional Retainer – Chairman of the Board ($) | 15,000 | |
| Committee Member Retainer – Audit ($) | 10,000 | |
| Committee Member Retainer – Compensation ($) | 6,000 | |
| Committee Member Retainer – Nominating & Corporate Governance ($) | 4,000 | |
| Committee Chair Additional Retainer – Audit ($) | 10,000 | |
| Committee Chair Additional Retainer – Compensation ($) | 6,000 | |
| Committee Chair Additional Retainer – Nominating & Corporate Governance ($) | 4,000 |
| John Clarke – FY 2025 Director Compensation | Amount ($) | Description |
|---|---|---|
| Fees Earned or Paid in Cash | 63,750 | |
| Option Awards | 45,890 | |
| Total | 109,640 |
Performance Compensation
| Award Type | Value ($) | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| Initial RSU – Non-Employee Directors | 300,000 | 3 years (1/3 on first anniversary; then quarterly), or first anniversary of Closing for initial awards granted immediately following Closing | |
| Additional Initial RSU – Chairman | 100,000 | ||
| Annual RSU – Non-Employee Directors | 100,000 | ||
| Vesting Condition | — | Continuous service as director | |
| Acceleration | — | Full acceleration upon change in control |
Other Directorships & Interlocks
| Entity | Relationship to Clarke/Board | Transaction/Issue | Potential Conflict/Note |
|---|---|---|---|
| Aegis Capital Corp | Clarke is Senior Managing Director; Aegis designated Clarke to Board | Aegis acted as placement agent for Institutional Offering and Reg D Offering; received cash fees, expense allowances, and placement agent warrants | Interlock: Placement agent with ongoing fee/warrant economics while affiliated executive serves on ZCAR Board – governance sensitivity around independence in financing decisions |
Expertise & Qualifications
- Capital markets specialist with several hundred million raised across 100+ offerings; securities licensure including General Securities and Financial & Operations Principal; research analyst supervisory licenses .
- Financial oversight experience supports Audit/Compensation committee roles .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | Notes |
|---|---|---|
| Nov 21, 2024 | 657 (via exercisable warrants within 60 days) | |
| Dec 30, 2024 | 657 (exercisable warrants within 60 days; <1%) | |
| May 7, 2025 | 1,798; <1% of outstanding |
- Section 16 compliance: ZCAR disclosed a late Form 4 filing by Clarke for FY ended Mar 31, 2025 .
- Shares pledged: Not disclosed.
- Stock ownership guidelines: Not disclosed.
Insider Trades
| Filing Date | Form | Transaction Date | Securities Transacted | Security | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2024-12-03 | Form 3 | 2023-12-28 | 656 | Warrants to purchase Common Stock | 0 | https://www.sec.gov/Archives/edgar/data/1854275/000121390024105052/0001213900-24-105052-index.htm |
Note: ZCAR also disclosed Clarke filed a late Form 4 in FY 2025, but the transaction details were not specified in the 10-K .
Governance Assessment
- Strengths: Independent director with deep capital markets expertise; serves as Compensation Committee Chair and Audit Committee member; independence affirmed under Nasdaq/Rule 10A-3 .
- Alignment: Director equity program includes meaningful RSU grants with standard vesting and change-of-control acceleration; FY 2025 mix reflects both cash and equity awards (cash $63,750; options $45,890) .
- Risks/RED FLAGS:
- Aegis interlock: Clarke’s senior role at Aegis (placement agent receiving fees and warrants) plus Aegis’s designation rights may create perceived conflicts in financing decisions and related-party dynamics; robust Audit Committee oversight of related party transactions is essential .
- Section 16 timeliness: Late Form 4 filing noted for Clarke, indicating a compliance lapse (minor but noteworthy for governance monitoring) .
- Attendance and engagement: No explicit meeting attendance rates disclosed; committee reconstitution in April 2025 shows active governance adjustments post-director changes .
Overall, Clarke brings valuable financing expertise and committee leadership. The Aegis relationship warrants heightened scrutiny during capital markets transactions to safeguard board independence and shareholder confidence .