Abhay Pande
About Abhay Pande
Abhay Pande (57) is an independent director of zSpace, Inc. since December 2024; he is a former Investment Banking Managing Director at Citibank (Aug 1998–Jun 2023) and private equity Managing Director at American Capital (Jul 2013–Jun 2016), currently Managing Director at Princeton Capital Advisors (since 2020) and previously a senior advisor with the Albright Stonebridge Group; he holds an MBA from the University of Chicago Booth and a B.A. in quantitative economics from Dartmouth College . He was recommended to the Board by CEO/Chairman Paul Kellenberger .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Citibank | Investment Banking Managing Director | Aug 1998 – Jun 2023 | Senior leadership in investment banking |
| American Capital | Managing Director (Private Equity) | Jul 2013 – Jun 2016 | Private equity portfolio/transactions leadership |
| Albright Stonebridge Group | Senior Advisor | Not disclosed | Strategic advisory role |
| Princeton Capital Advisors | Managing Director | Since 2020 | Cross-border transactions and capital advisory in healthcare, energy, infrastructure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Princeton Capital Advisors | Managing Director | Since 2020 | Leads cross-border and capital advisory mandates |
| Albright Stonebridge Group | Senior Advisor | Not disclosed | Advisory capacity |
Board Governance
- Independence: Board determined Pande qualifies as independent under Nasdaq and SEC rules .
- Committees: Audit Committee Chair (members: Abhay Pande, Angela Prince, Joanna Morris) ; Compensation Committee member (Chair: Jane Swift; members: Jane Swift, Abhay Pande, Angela Prince) .
- Audit Committee Financial Expert: Board designated Pande as an “audit committee financial expert” and financially literate per SEC/Nasdaq rules .
- Attendance: In FY 2024 the Board held 6 meetings; each incumbent director attended at least 75% of Board/committee meetings on which they served .
- Executive sessions: Independent directors meet in executive sessions without management; committee chairs preside over their executive sessions .
- Controlled company context: Company is a “controlled company” under Nasdaq due to majority voting control by bSpace, dSpace, Fiza; currently not relying on controlled-company exemptions (Audit independence still required) .
2025 Annual Meeting Vote Outcome (Director Election)
| Nominee | For (votes) | Withhold (votes) | Broker Non-Votes |
|---|---|---|---|
| Joanna Morris | 17,649,466.10 | 27,815 | 562,912 |
| Abhay Pande | 17,655,414.10 | 21,867 | 562,912 |
| Angela Prince | 17,636,111.10 | 41,170 | 562,912 |
| Jane Swift | 17,655,829.10 | 21,452 | 562,912 |
Strong shareholder support for Pande’s election (17.655M “For” vs 21,867 “Withhold”) supports investor confidence in his governance role .
Fixed Compensation
| Component | Amount | Timing/Notes |
|---|---|---|
| Annual Cash Retainer | $30,000 | Paid quarterly; not tied to attendance; no additional committee or meeting fees |
| Committee Fees | $0 | No additional compensation for committee service |
Performance Compensation
| Award Type | Grant Value | Vesting | Plan/Clawback |
|---|---|---|---|
| RSUs (Common Stock) | $150,000 | Vest quarterly over one year | Issued under 2024 Plan; awards subject to company clawback policy per the plan |
No performance metrics disclosed for director equity; awards are time-based RSUs .
Other Directorships & Interlocks
- No current public company directorships disclosed for Pande in the proxy biography .
- Network note: Dr. Joanna Morris was originally recommended to the Board by Mr. Pande; Pande himself was recommended by Mr. Kellenberger .
Expertise & Qualifications
- Finance and transactions expertise: long-tenured investment banking MD at Citibank; private equity MD; cross-border advisory experience at Princeton Capital Advisors .
- Designated audit committee financial expert; financial sophistication per Nasdaq rules .
- Education: MBA (Chicago Booth); BA in quantitative economics (Dartmouth) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Abhay Pande | 6,720 | <1% (based on 23,503,259 shares outstanding as of July 17, 2025) |
No pledging/hedging, options, or unvested holdings breakdown disclosed for Pande in the proxy; ownership guidelines for directors not disclosed .
Governance Assessment
- Strengths:
- Independent director; Audit Committee Chair with “financial expert” designation enhances financial oversight quality .
- Broad capital markets and PE background aligns with risk oversight and financing scrutiny; relevant amid convertible note/ELOC financing structure .
- Simple director pay structure with majority-in-equity via time-based RSUs and clawback coverage promotes alignment and recourse .
- Robust shareholder support in 2025 election (17.655M “For”) .
- Watch items / RED FLAGS:
- Controlled company status concentrates voting power (bSpace/dSpace/Fiza own majority); while company is not relying on exemptions, sustained independence vigilance is warranted .
- Significant dilution risk from convertible note/ELOC programs requires strong audit and risk oversight; Pande’s chair role is central to monitoring equity conditions and investor protections .
- Related party exposure: No related-party transactions disclosed involving Pande; major related-party links pertain to other directors/5% holders (bSpace/dSpace/Fiza, KIA) .
Compensation Committee governance: Committee composed entirely of independent directors (including Pande); engaged Aon plc as independent compensation consultant for FY2025 .