Aeries Technology, Inc. appointed new CEO

Item 5.02 
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Effective as of November 6, 2023, the following individuals were appointed to the Board of the Company: Sudhir Appukuttan Panikassery , Daniel S. Webb , Venu Raman Kumar, Alok Kochhar, Biswajit Dasgupta, Nina B. Shapiro, and Ramesh Venkataraman.


The Board has three standing committees: an audit committee; a compensation committee; and a nominating and corporate governance committee. Our audit committee and compensation committee are composed solely of independent directors. Each committee operates under a charter approved by our board of directors and has the composition and responsibilities described below. The charter of each committee is available on our website.


Audit Committee


We have established an audit committee of the board of directors. The members of our audit committee are Alok Kochhar, Biswajit Dasgupta and Nina B. Shapiro. Nina B. Shapiro will serve as chairman of the audit committee. As required by Nasdaq listing standards and applicable SEC rules, all the directors on the audit committee are independent.


Compensation Committee


We have established a compensation committee of the board of directors. The members of our compensation committee are Alok Kochhar and Nina B. Shapiro. Alok Kochhar will serve as chairman of the compensation committee.


Nominating and Corporate Governance Committee


We have established a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance committee are Alok Kochhar, Biswajit Dasgupta, Raman Kumar and Ramesh Venkataraman . Biswajit Dasgupta will serve as the chairman of the nominating and corporate governance committee.


Additional information regarding, among other things, each individual's background, board committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.


2023 Equity Incentive Plan


On November 6, 2023, the Aeries Technology, Inc. 2023 Equity Incentive Plan (the "Plan") became effective. ATI has reserved a total of 9,031,027 ATI Class A ordinary shares for issuance pursuant to the Plan and the maximum number of shares that may be issued pursuant to the exercise of incentive stock options or other stock awards granted under the Plan is 9,031,027, in each case, subject to certain adjustments set forth therein.


The information set forth in the section entitled "Proposal No. 7-Equity Incentive Plan Proposal" beginning on page 137 of the Proxy Statement/Prospectus is incorporated herein by reference. The foregoing description of the Plan and the information incorporated by reference in the preceding sentence does not purport to be complete and is qualified in its entirety by the terms and conditions of the Plan, which is included as Exhibit 10.31 to this Report and is incorporated herein by reference.


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(c) Appointment of New Officers


Effective as of November 6, 2023, the following individuals were appointed as officers of the Company: Mr. Sudhir Appukuttan Panikassery as the Chief Executive Officer and Mr. Bhisham (Ajay) Khare as the Chief Revenue Officer & Chief Operating Officer ( Americas), among other officers. The information related to Mr. Khare and Mr. Panikassery is discussed in the Proxy Statement/Prospectus in the sections entitled "Management of ATI Following the Business Combination" beginning on page 244 of the Proxy Statement/Prospectus, which is incorporated herein by reference.


On November 6, 2023, the Company also appointed Mr. Rajeev Gopala Krishna Nair as its Chief Financial Officer, effective as of November 6, 2023.


Mr. Nair, age 52, was an executive at McLaren Technology Acquisition Corporation (NASDAQ: MLAI) from February, 2021 to March 2023, most recently serving as their Chief Financial Officer. In that position, he played a leadership role in their NASDAQ initial public offering in November 2021. Prior to joining McLaren Technology Acquisition Corporation, Mr. Nair formulated the AI and Machine Learning strategy and created the AI/ML roadmap for Credit One Bank, a large credit card issuer in the United States from July 2019 to June 2020. In addition to his corporate roles, Mr. Nair was a consultant to GE Capital, Prudential Investment Management and other Fortune 500 companies, focusing on finance, risk management and technology from December 2004 to January 2010. Mr. Nair is currently a nominee for the Board of Directors of Fintech Eco System Development Corp (NASDAQ: FEXD) for their contemplated business combination with Afinoz.


There is no arrangement or understanding between Mr. Nair and any other person pursuant to which he was to be selected as an officer and there is no family relationship between Mr. Nair and any of the Company's director, executive officer, or any person nominated or chosen by the Company to become a director or executive officer.


(e) Employment Agreements with Officers


- Employment Agreement with Sudhir Appukuttan Panikassery 


On November 6, 2023, AARK entered into an Employment Agreement with Sudhir Appukuttan Panikassery (the "Sudhir Employment Agreement") effective as of November 6, 2023. The material terms of the Sudhir Employment Agreement are summarized below.


Salary and Annual Bonus. As of November 6, 2023, Mr. Panikassery's initial base salary will be $650,000. For the 2023 fiscal year, Mr. Panikassery is entitled to such annual bonus opportunity as described in his consulting agreement with the Company in effect immediately prior to November 6, 2023. Commencing with the 2024 fiscal year, Mr. Panikassery will be eligible to receive a target bonus of up to 300% of his base salary based on achieving certain performance criteria which shall be determined by the Board of Directors of AARK.


Benefits. In addition, Mr. Panikassery will participate in all retirement and welfare benefit plans, programs, arrangements and receive other benefits that are customarily available to senior executives of AARK, subject to eligibility requirements.


Initial Grant. Mr. Panikassery is eligible for a grant of a total of 6,651,005 options subject to time and performance based vesting standards pursuant to the Plan and as determined by the Board of Directors of AARK.


Effect of Termination. In the event of Mr. Panikassery's death or disability during the term, the estate of Mr. Panikassery shall be entitled to receive any accrued amounts or accrued benefits required to be paid or provided or which Mr. Panikassery is eligible to receive under any plan, program, policy, practice, contract or agreement of AARK at the times provided under the applicable plan, program, policy, practice, contract or agreement of AARK (the "Accrued Amounts").


If, during the term, AARK terminates Mr. Panikassery's employment without "cause" or if he terminates his employment for "good reason" (each as defined in the Sudhir Employment Agreement), then Mr. Panikassery will be entitled to receive any Accrued Amounts and an amount equal to 18 months of his base salary, an amount equivalent to his annual benefits and an amount equal to the bonus received during the immediate preceding two years, which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of 12 months following the termination date.


Restrictive Covenants. The Sudhir Employment Agreement contains certain restrictive covenants that apply during and after Mr. Panikassery's employment, including a non-solicitation agreement and an agreement to not disclose confidential information for a two-year period following his termination of employment for any reason. The Sudhir Employment Agreement also includes a non-competition agreement for a one-year period.


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- Employment Agreement with Rajeev Gopala Krishna Nair 


On November 6, 2023, Aeries Technology Solutions, Inc. ("Aeries Solutions"), a wholly-owned subsidiary of the Company, entered into an Employment Agreement with Rajeev Gopala Krishna Nair (the "Rajeev Employment Agreement") effective as of November 6, 2023. The material terms of the Rajiv Employment Agreement are summarized below.


Salary and Annual Bonus. As of November 6, 2023, Mr. Nair's initial base salary will be $400,000. For the 2023 fiscal year and each fiscal year after, Mr. Nair will be eligible to receive a target bonus of up to 50% of his base salary based on achieving certain performance criteria which shall be determined by the Board of Directors of Aeries Solutions.


Benefits. In addition, Mr. Nair will participate in all retirement and welfare benefit plans, programs, arrangements and receive other benefits that are customarily available to senior executives of Aeries Solutions, subject to eligibility requirements.


Initial Grant. Mr. Nair is eligible for a grant of a total of 350,000 options subject to time and performance based vesting standards pursuant to the Plan and as determined by the Board of Directors of Aeries Solutions.


Effect of Termination. In the event of Mr. Nair's death or disability during the term, the estate of Mr. Nair shall be entitled to receive any accrued amounts or accrued benefits required to be paid or provided or which Mr. Nair is eligible to receive under any plan, program, policy, practice, contract or agreement of Aeries Solutions at the times provided under the applicable plan, program, policy, practice, contract or agreement of Aeries Solutions (the "Accrued Amounts").


If, during the term, Aeries Solutions terminates Mr. Nair's employment without "cause" or if he terminates his employment for "good reason" (each as defined in the Rajeev Employment Agreement), then Mr. Nair will be entitled to receive any Accrued Amounts and an amount equal to 12 months of his base salary and an amount equivalent to his annual benefits, which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of 12 months following the termination date.


Restrictive Covenants. The Rajeev Employment Agreement contains certain restrictive covenants that apply during and after Mr. Nair's employment, including a non-solicitation agreement and an agreement to not disclose confidential information for a two-year period following his termination of employment for any reason. The Rajiv Employment Agreement also includes a non-competition agreement for a one-year period.


- Employment Agreement with Bhisham Khare 


On November 6, 2023, Aeries Solutions entered into an Employment Agreement with Bhisham Khare (the "Bhisham Employment Agreement") effective as of November 6, 2023. The material terms of the Bhisham Employment Agreement are summarized below.


Salary and Annual Bonus. As of November 6, 2023, Mr. Khare's initial base salary will be $400,000. For the 2023 fiscal year, Mr. Khare is entitled to such annual bonus opportunity as described in his employment agreement with the Company in effect immediately prior to November 6, 2023. Commencing with the 2024 fiscal year, Mr. Khare will be eligible to receive a target bonus of up to 200% of his base salary based on achieving certain performance criteria which shall be determined by the Board of Directors of Aeries Solutions.


Benefits. In addition, Mr. Khare will participate in all retirement and welfare benefit plans, programs, arrangements and receive other benefits that are customarily available to senior executives of Aeries Solutions, subject to eligibility requirements.


Initial Grant. Mr. Khare is eligible for a grant of a total of 2,471,360 options subject to time and performance based vesting standards pursuant to the Plan and as determined by the Board of Directors of Aeries Solutions.


Effect of Termination. In the event of Mr. Khare's death or disability during the term, the estate of Mr. Khare shall be entitled to receive any accrued amounts or accrued benefits required to be paid or provided or which Mr. Khare is eligible to receive under any plan, program, policy, practice, contract or agreement of Aeries Solutions at the times provided under the applicable plan, program, policy, practice, contract or agreement of Aeries Solutions (the "Accrued Amounts").


If, during the term, Aeries Solutions terminates Mr. Khare's employment without "cause" or if he terminates his employment for "good reason" (each as defined in the Bhisham Employment Agreement), then Mr. Khare will be entitled to receive any Accrued Amounts and an amount equal to 18 months of his base salary, an amount equivalent to his annual benefits and an amount equal to the bonus received during the immediate preceding two years, which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of 12 months following the termination date.


Restrictive Covenants. The Bhisham Employment Agreement contains certain restrictive covenants that apply during and after Mr. Khare's employment, including a non-solicitation agreement and an agreement to not disclose confidential information for a two-year period following his termination of employment for any reason. The Bhisham Employment Agreement also includes a non-competition agreement for a one-year period.


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- Employment Agreement with Unnikrishnan Nambiar 


On November 6, 2023, Aeries Solutions entered into an Employment Agreement with Unnikrishnan Nambiar (the "Unni Employment Agreement", and together with the Sudhir Employment Agreement, the Rajeev Employment Agreement, the Bhisham Employment Agreement, the "Employment Agreements") effective as of November 6, 2023. The material terms of the Unni Employment Agreement are summarized below.


Salary and Annual Bonus. As of November 6, 2023, Mr. Nambiar's initial base salary will be $300,000. For the 2023 fiscal year, Mr. Nambiar is entitled to such annual bonus opportunity as described in his employment agreement with the Company in effect immediately prior to November 6, 2023. Commencing with the 2024 fiscal year, Mr. Nambiar will be eligible to receive a target bonus of up to 200% of his base salary based on achieving certain performance criteria which shall be determined by the Board of Directors of Aeries Solutions.


Benefits. In addition, Mr. Nambiar will participate in all retirement and welfare benefit plans, programs, arrangements and receive other benefits that are customarily available to senior executives of Aeries Solutions, subject to eligibility requirements.


Initial Grant. Mr. Nambiar is eligible for a grant of a total of 1,060,847 options subject to time and performance based vesting standards pursuant to the Plan and as determined by the Board of Directors of Aeries Solutions.


Effect of Termination. In the event of Mr. Nambiar's death or disability during the term, the estate of Mr. Nambiar shall be entitled to receive any accrued amounts or accrued benefits required to be paid or provided or which Mr. Nambiar is eligible to receive under any plan, program, policy, practice, contract or agreement of Aeries Solutions at the times provided under the applicable plan, program, policy, practice, contract or agreement of Aeries Solutions (the "Accrued Amounts").


If, during the term, Aeries Solutions terminates Mr. Nambiar's employment without "cause" or if he terminates his employment for "good reason" (each as defined in the Unni Employment Agreement), then Mr. Nambiar will be entitled to receive any Accrued Amounts and an amount equal to 18 months of his base salary, an amount equivalent to his annual benefits and an amount equal to the bonus received during the immediate preceding two years, which amount shall be payable in equal installments (less applicable withholdings and deductions) over a period of 12 months following the termination date.


Restrictive Covenants. The Unni Employment Agreement contains certain restrictive covenants that apply during and after Mr. Nambiar's employment, including an agreement to not disclose confidential information.


In addition, the executives entered into indemnification agreements with the Company which requires the Company to indemnify the executive against certain liabilities that may arise as a result of their status or service as an officer. The information under Item 1.01 under subsection titled "Indemnification Agreements" is incorporated herein by reference.


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