Independent Director

The Independent Director will join the Company's Board of Directors to provide strategic oversight and governance for the corporation. Key responsibilities include:

• Board Participation: Attending quarterly board meetings to review the company’s progress and business affairs.
• Fiduciary Stewardship & 2025 Governance Compliance: Uphold the primary fiduciary duties of Loyalty and Care, ensuring all decisions are made in good faith and with a rigorous review of material information. The Director will exercise active Duty of Oversight (Caremark duties) by monitoring mission-critical risks and internal reporting systems. Leveraging the 2025 DGCL §144(b) amendments, the Director will serve on disinterested committees to review, negotiate, and approve controlling stockholder transactions, utilizing statutory safe harbors to shield the corporation and the Board from liability while ensuring procedural fairness.
• Strategic Advisory & Capitalization Strategy: Providing oversight on high-level corporate decisions, including substantive revisions to the business plan and long-term strategic direction. The director will offer independent analysis regarding venture capital funding rounds, capitalization strategies, and major enterprise initiatives. In accordance with the DGCL and the corporation’s bylaws, the Board focuses on the management of the business and affairs of the corporation through these high-level governance functions, remaining distinct from day-to-day operational hiring.
• Robust Indemnification & Delaware Protection: As a Delaware corporation, CredX.AI provides mandatory indemnification to the maximum extent permitted under the DGCL, including the advancement of legal expenses. Our bylaws explicitly authorize the corporation to purchase and maintain D&O insurance, ensuring comprehensive liability protection for directors acting in their official capacity.

CredX.AI is seeking an accomplished professional whose background reflects a significant combination or relevant subset of the following qualifications:

• Legal Expertise: A practicing or experienced lawyer specializing in corporate governance and corporate capital; prior exposure to board affairs is highly desirable.
• Industry Knowledge: Experience in venture capital, corporate credit, risk capital, or private equity.
• Specialized Law: Proficiency in restructuring and bankruptcy law at the US federal level and within Delaware or New York jurisdictions.
• Strategic Interest: A strong interest and competency in business strategy, technology, and artificial intelligence.

Independence: Candidates must meet strict independence criteria relative to CredX.AI and its CEO, and must be free of any current or future conflicts of interest with the company’s business.

• Structure: Compensation is based on experience and qualifications and may range from pro-bono to cash or equity-based arrangements.
• Benchmarks: Compensation will be aligned with early-stage startup market benchmarks.
• Commitment: The position requires a minimum commitment of two years.