Amit Jain
About Amit Jain
Amit Jain, 45, serves as a Class II, non-independent director of zSpace, Inc. (ZSPC). He is Chief Investment Officer of Gulf Islamic Investments LLC (GII), with prior roles providing investment and portfolio services at a KKR-owned buy-and-build platform, a sovereign wealth fund in Oman, and a UAE family office. He holds a Computer Science & Engineering degree from IIT Kanpur and an MBA from INSEAD; he has been on the ZSPC Board since April 2021 . The Board has determined that Amit Jain is not independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KKR-owned global buy-and-build platform | Investment and portfolio services | Not disclosed | Investment execution and portfolio management experience |
| Sovereign Wealth Fund (Oman) | Investment/portfolio services | Not disclosed | Sovereign investment experience |
| UAE family office | Investment/portfolio services | Not disclosed | Family office investment management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gulf Islamic Investments LLC (GII) | Chief Investment Officer | Current (start date not disclosed) | GII is an investment platform with >$3B in direct investments across geographies; affiliation relevant to ZSPC ownership structure . |
Board Governance
- Independence status: Not independent (Board determined only Kellenberger, Gupta, and Jain are non-independent; others are independent) .
- Class: II (non-independent directors) .
- Committee memberships: None (Audit: Pande/Prince/Morris; Compensation: Swift/Pande/Prince; NCG: Prince/Swift/Morris) .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in FY2024; Board held 6 meetings .
- Controlled company: bSpace, Fiza, and dSpace together control a majority of voting power; ZSPC is a “controlled company” but currently not relying on exemptions (Audit Committee independence still required) .
- Executive sessions: Independent directors meet regularly in executive sessions without management, per Board practices .
Fixed Compensation
| Component | Amount | Frequency/Terms | Notes |
|---|---|---|---|
| Annual cash retainer | $30,000 | Paid quarterly | Applies to non-employee directors beginning in 2025 |
| Committee membership fees | $0 | N/A | No additional compensation for committee service |
| Meeting fees | $0 | N/A | Compensation not tied to attendance |
Performance Compensation
| Equity Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs under 2024 Plan | $150,000 in Common Stock | Vest quarterly over one year | None disclosed for director grants; time-based vesting only |
- Annual cap: Non-employee director total comp under 2024 Plan and cash limited to $250,000 per calendar year (Board may make exceptions in extraordinary circumstances) . Current policy ($30k cash + $150k equity = $180k) is below cap .
Other Directorships & Interlocks
| Company | Role | Public Company? | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
- Interlocks/conflicts: Amit Jain (GII CIO) is affiliated with principal stockholders via GII. bSpace is 100% owned by GII Co-CEO Mohammed Al Hassan and holds ~23%; dSpace is 100% owned by director Pankaj Gupta (GII Co-CEO) and holds ~49.3%. Footnote indicates Messrs. Gupta and Jain may have interests different from other stockholders generally .
Expertise & Qualifications
- Capital markets and private investments across US, UK, Europe, Middle East, India; senior roles at KKR platform, Oman SWF, UAE family office .
- Technical education (IIT Kanpur, CS&E) and MBA from INSEAD .
- CIO at GII, managing multi-geography direct investments; relevant to financing and strategic transactions .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Vesting Status | Pledged/Hedged | Notes |
|---|---|---|---|---|---|
| Amit Jain | 6,720 | <1% | Not disclosed | Not disclosed | Based on 23,503,259 shares outstanding as of July 17, 2025 |
- No director-specific option or PSU holdings disclosed; non-employee directors receive RSUs under 2024 Plan vesting quarterly over one year .
- Insider trading policy in place; prohibits trading on material non-public information; applies to directors and immediate family/household members .
- Clawback policy adopted; recovery of incentive compensation upon restatement or significant misconduct .
Governance Assessment
- Board effectiveness: No committee memberships for Amit Jain limits direct oversight roles; Board committees are entirely independent, which mitigates some risks from non-independent directors .
- Independence and conflicts: Non-independent status combined with GII affiliation and concentrated holdings by bSpace/dSpace represents a structural conflict-of-interest risk, particularly in capital-raising decisions and related-party sensitivities; the company has a related-person transactions policy with Audit Committee oversight .
- Ownership alignment: Personal stake is minimal (<1%), reducing direct “skin-in-the-game”; however, alignment may be influenced via GII-affiliated major holders rather than individual holdings .
- Attendance and engagement: Met minimum attendance threshold (≥75%) in 2024; Board held 6 meetings, and the company emphasizes executive sessions and independent oversight practices .
RED FLAGS
- Non-independent director employed by an affiliate of principal stockholders (GII), with explicit disclosure that Gupta and Jain may have interests different from other stockholders .
- Controlled company status due to concentrated ownership (bSpace/Fiza/dSpace), which can impair minority shareholder influence despite current non-reliance on exemptions .
- Low individual share ownership (<1%), limiting personal economic exposure .
Mitigants
- All standing committees (Audit, Compensation, NCG) composed entirely of independent directors; Audit Committee maintains financial expertise and oversees related-party transactions .
- Adoption of insider trading, code of ethics, whistleblower, and clawback policies enhances governance discipline .