Pankaj Gupta
About Pankaj Gupta
Pankaj Gupta (age 50) has served on the ZSPC Board since January 28, 2021; he is Co‑Founder & Co‑CEO of Gulf Islamic Investments LLC (GII), with 23+ years in financial advisory, and holds a BSc (Math), MBA, FT Non‑Executive Director Diploma, and CPES credential . He beneficially owns 11,587,390 shares (49.3% of common stock) primarily through dSpace Investments Ltd, which he wholly owns, giving him significant voting and economic influence . The Board has determined he is not independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gulf Islamic Investments LLC (GII) | Co‑Founder & Co‑CEO | 2014–present | Leads platform with $3B+ direct investments across US/UK/EU/MENA/India |
| Allied Investment Partners | Head of Investment Business Development | 2007–2014 | Led multi‑billion advisory and syndication mandates |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gulf Islamic Investments LLC (GII) | Co‑Founder & Co‑CEO | 2014–present | Affiliation creates interlocks: bSpace (23.4%) owned by GII’s Co‑CEO; Gupta controls dSpace (49.3%) |
Board Governance
- Class II director; Board has 7 members split into Class I (independent) and Class II (non‑independent) .
- Independence: Not independent (Nasdaq rules) due to relationships/ownership via dSpace/GII .
- Committee assignments: Not listed on Audit, Compensation, or Nominating & Corporate Governance committees (which are composed solely of independent directors) .
- Attendance: During FY2024, each incumbent director attended at least 75% of Board and applicable committee meetings; Board held 6 meetings .
- Governance practices: Regular executive sessions of independent directors, independent committee oversight, clawback, insider trading, related‑party transaction policies .
Fixed Compensation
| Component | Amount/Terms | Vesting/Timing |
|---|---|---|
| Annual cash retainer | $30,000 (from 2025; paid quarterly) | Quarterly cash payments |
| Equity retainer (RSUs) | $150,000 in common stock RSUs (from 2025) | RSUs vest quarterly over one year |
| Committee/meeting fees | None; compensation not based on attendance; no additional committee pay | N/A |
| Expense reimbursement | Reasonable expenses reimbursed | As incurred |
| Annual cap (non‑employee director) | $250,000 total comp under 2024 Plan unless extraordinary exception | Plan‑level limit |
| Historical director pay | No non‑employee director compensation in 2023–2024 | N/A |
Performance Compensation
| Element | Metrics/Structure | Notes |
|---|---|---|
| RSU performance conditions | None disclosed for directors; RSUs vest with time (quarterly) | No stated performance metrics (e.g., TSR/EBITDA) for director grants |
| Clawback policy | Incentive comp recoverable upon restatement or significant misconduct; 2024 Plan awards subject to recoupment | Company‑wide policy applies |
Other Directorships & Interlocks
| Entity | Type | Relationship | Potential Interlock/Conflict Vector |
|---|---|---|---|
| dSpace Investments Ltd | Principal shareholder | Gupta holds 100% equity; 49.3% of ZSPC shares | Control influence; related‑party status |
| bSpace Investments Ltd | Principal shareholder | 23.4% of ZSPC; owned by GII Co‑CEO Mohammed Al Hassan | GII affiliation across two major holders |
| “Controlled company” status | Governance | bSpace, Fiza, dSpace together control majority voting power; currently not relying on exemptions | Governance risk mitigated by not using exemptions |
Expertise & Qualifications
- Private equity, cross‑border capital advisory, large‑scale syndication experience; Co‑leads investment platform with $3B+ direct investments .
- Education and credentials: BSc (Math), MBA, FT Non‑Executive Director Diploma, Certified Private Equity Specialist (CPES) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Vehicle/Notes |
|---|---|---|---|
| Pankaj Gupta | 11,587,390 | 49.3% | Includes 11,580,670 via dSpace; Gupta has sole voting/investment power |
| Shares pledged/hedged | Not disclosed in proxy | — | No pledging/hedging disclosures found in cited sections |
Governance Assessment
- Strengths: Significant “skin‑in‑the‑game” (49.3%) which can align interests with long‑term value creation; deep finance and PE background; Board/committees maintain independent oversight; robust policies (insider trading, clawback, RPT policy) .
- Concerns/RED FLAGS: Not independent; controls near‑majority stake via dSpace; GII affiliation with another major holder (bSpace) may create perceived conflicts and information interlocks; proxy explicitly notes Gupta/Jain may have interests different from other stockholders . Company is a “controlled company” (though not currently using exemptions), which can reduce minority shareholder protections if exemptions are later adopted .
- Engagement: Not on key committees (Audit/Comp/NCG), which are independent‑only; attendance at least 75%, but absence from committees limits direct role in audit/comp governance .
- Financing proposals: Board states directors/officers have no substantial interests in dilution‑related proposals beyond common stock ownership; nevertheless, Gupta’s control means voting influence on share issuances and COI amendment, potentially amplifying dilution risk perceptions among minorities .