Mohan Ananda

About Mohan Ananda

Chairman of the Board (Class II director) at Zoomcar Holdings, Inc. with term expiring at the 2025 Annual Meeting . Founding Chairman/CEO/President of Stamps.com (NASDAQ: STMP), founder/director at Envestnet (NYSE: ENV), and founder of JAB Holdings; also principal at Ananda Enterprises and a managing partner at Ananda & Krause law firm . Determined “independent” under OTCQX rules; Audit Committee meets heightened Rule 10A-3 independence .

Past Roles

External Roles

Board Governance

• Board role: Chairman of the Board; Class II director (term through 2025 Annual Meeting) .
• Independence: Board determined Mohan Ananda is independent under OTCQX rules; Audit Committee composed of independent directors and complies with Rule 10A-3 .
• Committee assignments: Not listed as a member of Audit (D’An, Clarke, Majumdar), Compensation (D’An, Clarke), or Nominating & Corporate Governance (D’An, Majumdar); chairs are D’An (Audit), Clarke (Compensation), Majumdar (Nominating) .
• Board classification: Staggered 3 classes (Majumdar/Clarke Class I; Ananda Class II; Levine/D’An Class III) .
• Attendance/engagement: Specific meeting attendance not disclosed in 2024–2025 filings.

Fixed Compensation

Director compensation policy (effective post Business Combination): annual board cash retainer $75,000; Chairman additional $15,000; committee member retainers (Audit $10,000; Compensation $6,000; Nominating $4,000); committee chair additional retainers (Audit $10,000; Compensation $6,000; Nominating $4,000). Initial RSU $300,000; Chairman additional $100,000; annual RSU $100,000; RSUs vest over 3 years with change‑in‑control acceleration .

Performance Compensation

• Performance metrics: None disclosed for directors; RSUs time-vest with change-in-control acceleration .
• Clawbacks: Company recoupment applies to executive officers per SOX; no director-specific bonus metrics disclosed .

Other Directorships & Interlocks

• Public company experience at Stamps.com and Envestnet; fundraising and M&A leadership indicates capital markets expertise .
• SPAC sponsor leadership (IOAC) creates network ties across financing counterparties; signed multiple 8‑Ks/merger materials as CEO .

Expertise & Qualifications

• Technology entrepreneur (internet-based postage), fintech founder, capital raising and strategic M&A; legal and consulting background; philanthropic leadership in telemedicine and workforce AI transition .

Equity Ownership

Governance Assessment

• Strengths:
  • Deep capital markets and operating experience; Chairman role provides strategic oversight .
  • Independent determination despite large historical holdings; committees staffed by independent directors with financial expertise .
• Risks and red flags:
  • Concentrated ownership via Ananda Small Business Trust (largest stockholder post-Closing), and affiliate subscription agreements create related‑party exposure; disinterested board approved terms but noted they may not be fully arm’s‑length .
  • Company liquidity stress, significant dilution proposals, and delisting to OTCQX elevate governance risk context (though not specific to Ananda personally) .
  • Stamps.com prior litigation settlements (derivative/class action) present reputational considerations (historical, settled) .
  • No disclosed attendance metrics; limited disclosure in special-meeting proxy –.

Related-Party Transactions (Exposure)

• Ananda Trust: Signed subscription agreements to purchase shares (initial $10M note offset at Closing; later $3/share for 1,666,666 IOAC Class A shares); Trust noted as largest stockholder post‑Closing. Board acknowledged terms may not reflect arm’s‑length and approved via disinterested directors as best available under circumstances .
• Policy oversight: Audit Committee responsible for reviewing related-party transactions; company adopted written related‑person transaction policy (post‑adoption disclosures reference agreements filed) .

Compensation Structure Analysis

• Year‑over‑year mix shift: Cash fees increased from $22,500 (FY 2024) to $67,500 (FY 2025); RSU grants initiated in FY 2025 ($6,871). This aligns with the post‑Business Combination director compensation policy and OTCQX governance framework .
• Equity is time‑vested (not performance‑based), with change‑in‑control acceleration; no evidence of repricing/modification of director equity awards .

Employment & Contracts

• Director role; no separate employment agreement disclosed. Chairman duties per board governance; independence affirmed under OTCQX rules .

Performance & Track Record

• Strategic achievements: Led Stamps.com growth, fundraising, and $6.6B sale; founded Envestnet; extensive SPAC leadership (IOAC) culminating in Zoomcar merger .
• Controversies: Stamps.com derivative and class action settlements (insurance proceeds and company payments); resolved prior to sale (historical) .

Fixed Compensation (Policy Details)

Performance Compensation (Policy Details)

Equity Ownership (Detailed)

Notes on Company Context (Investor Confidence Signals)

• Capital structure and dilution risk: Board sought shareholder approval for significant warrant resets and up to ~$396.6M share issuances in Reg D (subject to authorized share cap), highlighting dilution magnitude and financing constraints – –.
• Listing status: Transitioned from Nasdaq to OTCQX; equity and warrants trade thinly; governance adapted to OTCQX independence rules .

Summary Implications

• Board effectiveness: Ananda’s capital markets and operating expertise is additive at the Chairman level; committee independence is maintained by other directors .
• Conflicts/related parties: Largest shareholder/trust relationships require continued robust Audit Committee oversight; disclosures and disinterested approvals mitigate but do not eliminate perceived conflicts .
• Alignment: Cash retainers plus time‑vested RSUs provide standard director alignment; lack of performance‑based metrics typical for directors; ownership stake supports alignment, though concentration via trust merits monitoring .