Ali Pervaiz
ACCURAYAbout Ali Pervaiz
Senior Vice President and Chief Financial Officer of Accuray (ARAY) since May 2022; previously VP, Global Commercial Operations (Aug 2020–May 2022). He spent 15+ years at GE Healthcare in senior finance/operating roles, including Executive – Margin Growth PMO (2018–2020) and Executive – Advance Leader (2017–2018), and earlier BU CFO roles; he holds an MBA (Chicago Booth), MS (Medical College of Wisconsin), and BS (Marquette) . During fiscal 2025, Accuray delivered revenue of $459M (87% of plan), orders of $288M (97%), and adjusted EBITDA of $28.8M (65%), framing the performance context for incentive outcomes under the Company Bonus Plan and PSU designs .
Past Roles
| Organization | Role | Years | Strategic Impact / Focus |
|---|---|---|---|
| Accuray | SVP & Chief Financial Officer | May 2022–present | Enterprise finance leadership; compensation metrics tied to revenue, orders, adj. EBITDA |
| Accuray | VP, Global Commercial Operations | Aug 2020–May 2022 | Commercial operations leadership prior to CFO role |
| GE Healthcare | Executive – Margin Growth PMO Leader (Global Imaging) | 2018–2020 | Margin expansion program leadership |
| GE Healthcare | Executive – Advance Leader (Commercial Strategy & Finance Transformation) | 2017–2018 | Commercial strategy and finance transformation |
| GE Healthcare | Business Unit CFO roles (US Commercial Diagnostic Imaging Equipment; US Commercial Life Support Solutions) | n/a | Business unit finance leadership (dates not specified) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) paid | 425,934 | 444,863 | 452,333 |
| Fiscal-year Base Salary rate ($) | — | 450,600 | 450,600 (effective 10/1/2024) |
| Target Bonus (%) | — | — | 70% of base salary |
| Target Bonus ($) | — | — | 316,633 (70% of FY25 bonus base) |
Note: FY2025 base salary rate set at $450,600; table above shows salary actually paid by fiscal year vs. programmatic base rates .
Performance Compensation
Annual Cash Incentives (Company Bonus Plan – FY2025)
| Performance Metric | Targeting approach | FY2025 Achievement vs Plan | Notes |
|---|---|---|---|
| Revenue | Corporate objective | 87% of target | Used to fund bonus pool |
| Orders (net of cancellations) | Corporate objective | 97% of target | Used to fund bonus pool |
| Adjusted EBITDA (excl. bonus accrual) | Corporate objective | 65% of target | Used to fund bonus pool |
| Payout Element | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | 163,984 | 31,140 (voluntarily forgone company-wide) | 50,000 (supplemental targeted payout) |
- FY2024: NEOs, including the CFO, voluntarily forgone their cash incentive awards despite pool funding; no FY2024 amounts paid .
- FY2025 supplemental targeted cash incentive (CFO): $50,000 linked to successful debt refinancing and specified audit-related quality goals; paid at $50,000 upon achievement .
Long-Term Equity Incentives
- Annual “refresh” mix: 50% PSUs / 50% RSUs for NEOs in fiscal 2024 and fiscal 2025, aligning pay with multi-year performance and retention .
- FY2025 grants (Nov 29, 2024): RSUs 132,075 shares; PSUs 132,075 target shares .
- RSU vesting: 33 1/3% annually on each anniversary over 3 years, subject to continued service .
- PSU design (FY2025 cohort, performance period through FY2027): metrics/weights: Revenue 50%, Adjusted EBITDA 30%, Total global system install base 20%; payout slope 50%–150% of target based on achievement; vesting upon Compensation Committee certification post-period .
- Prior PSU outcomes:
- FY2023-granted PSUs (performance measured at end of FY2025): goals not met; awards cancelled .
- FY2022-granted PSUs (performance measured at end of FY2024): goals not met; awards cancelled .
| Grant Date | Instrument | Shares/Target | Key Terms | Status/Outcome |
|---|---|---|---|---|
| 11/29/2024 | RSU | 132,075 | 3-year vest, 1/3 annually, service-based | Outstanding (subject to service) |
| 11/29/2024 | PSU | 132,075 target | Rev 50% / Adj. EBITDA 30% / Install Base 20%; FY2025–FY2027; 50%–150% payout | In performance period |
| 11/30/2023 | RSU | 88,050 | Service-based RSU | Outstanding (unvested as of 6/30/2025) |
| 11/30/2023 | PSU | 132,075 target | FY2023 PSU cycle; measured FY2025 | Cancelled (goals not met) |
| 11/30/2022 | RSU | 39,370 | Service-based RSU | Outstanding (unvested as of 6/30/2025) |
| 11/30/2022 | PSU | 59,055 target | FY2022 PSU cycle; measured FY2024 | Cancelled (goals not met) |
Equity Ownership & Alignment
Beneficial Ownership (as of Aug 31, 2025)
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Ali Pervaiz | 270,154 | <1% (out of 112,677,147 shares outstanding) |
Outstanding Awards and Options (as of Jun 30, 2025)
| Grant Date | Type | Shares/Options | Exercise Price | Expiration | Status/Notes |
|---|---|---|---|---|---|
| 5/31/2022 | Stock Options | 30,588 exercisable / 9,094 unexercisable | $2.08 | 5/31/2032 | Time-vested options outstanding |
| 11/30/2022 | RSU | 39,370 unvested | — | — | Time-vested RSU |
| 11/30/2023 | RSU | 88,050 unvested | — | — | Time-vested RSU |
| 11/29/2024 | RSU | 132,075 unvested | — | — | Time-vested RSU |
| 11/30/2023 | PSU (target) | 132,075 | — | — | Cancelled – goals not met |
| 11/30/2022 | PSU (target) | 59,055 | — | — | Cancelled – goals not met |
| 11/29/2024 | PSU (target) | 132,075 | — | — | In performance period through FY2027 |
- Stock ownership guidelines: Executives must hold shares valued at least 1x base salary (CFO level); 5 years to comply; all executives are in compliance or on track within the timeframe . No hedging or pledging of Company securities permitted under insider trading policy .
Insider Trading Activity
- No Form 4 filings were returned for ARAY since Jan 1, 2023 in the document catalog search (suggests limited or no recent reportable transactions; continue to monitor) [ListDocuments: type 4 returned 0].
Employment Terms
Employment, Severance, and Change-in-Control (CIC)
| Provision | Terms (CFO – Ali Pervaiz) |
|---|---|
| Employment Agreements | Amended and restated Feb 3, 2025; 3-year term with automatic 3-year renewals; covers base salary, target cash incentive, and severance/CIC terms . |
| Severance (non-CIC) | Upon involuntary termination without Cause or resignation for Good Reason: lump-sum 12 months base salary; 12 months COBRA premium reimbursement; bonus treatment (pro-rata current year or prior-year unpaid); up to 12 months outplacement; 30-day notice or salary in lieu for notice period . |
| CIC Severance (double-trigger) | If termination without Cause or for Good Reason within 3 months prior to or 24 months after a CIC: lump-sum 24 months base salary; 200% of target annual bonus; 12 months COBRA premium reimbursement plus taxable monthly payment equal to COBRA reimbursement for 12 months; full acceleration of all unvested equity (PSUs vest at target unless award specifies otherwise); up to 12 months outplacement . |
| Gross-ups | No excise tax gross-ups on CIC benefits . |
| Clawback | Compensation recovery policy (cash incentives and LTIs) consistent with Nasdaq 10D; effective Nov 9, 2023 . |
| Non-solicit/Confidentiality | Agreements prohibit disclosure of confidential information and solicitation of employees/customers/business partners post-employment . |
Illustrative Severance (from prior proxy tabulation)
| Scenario | Total Estimated Benefits (FY2024 Proxy) |
|---|---|
| Non-CIC termination (without Cause / Good Reason) | $568,721 for CFO (salary severance, bonus treatment, COBRA, outplacement, notice payment) |
| CIC-related termination (double-trigger) | $2,550,709 for CFO (cash severance, bonus multiple, COBRA, taxable health payment, equity acceleration) |
Note: Company updated employment agreements Feb 3, 2025, but maintained double-trigger CIC structure and benefit framework; see narrative terms above for current mechanics .
Compensation Structure Analysis
- Mix and pay-for-performance: FY2025 continued equal split of RSUs and PSUs for NEOs (50/50), reinforcing retention plus multi-year performance linkage; PSU metrics directly tie to revenue growth, profitability (Adj. EBITDA), and installed base expansion . PSU cohorts from FY2022 and FY2023 did not vest, underscoring stringent targets and alignment of realized pay with outcomes .
- Cash incentives: FY2025 Company Bonus Plan funded based on revenue, orders, and adjusted EBITDA; Pervaiz also received a focused $50,000 supplemental payout for refinancing and audit goals (execution-focused) .
- Governance safeguards: Double-trigger CIC, no gross-ups, robust clawback, and prohibition on hedging/pledging mitigate shareholder risk and misalignment .
Investment Implications
- Incentive alignment and rigor: The multi-year PSU framework (Rev/Adj. EBITDA/Install Base) and recent PSU forfeitures indicate high performance hurdles; realized LTI value is sensitive to execution on growth and profitability—constructive for shareholders if targets are met, but limiting windfalls if underperformance persists .
- Retention vs. selling pressure: Meaningful unvested RSUs/PSUs plus options provide retention hooks; vesting is time-based for RSUs and contingent for PSUs. Insider selling pressure is moderated by ownership guidelines and a no-hedge/no-pledge policy, though periodic RSU vestings can create routine liquidity events .
- Downside protection and change-in-control: Double-trigger CIC benefits (2x salary; 200% target bonus; equity acceleration at target for PSUs) could be dilutive in a sale outcome but are within market norms; absence of gross-ups and presence of clawback are shareholder-friendly .
- Execution focus: FY2025 operating outcomes (87% revenue; 97% orders; 65% adj. EBITDA vs plan) and the supplemental bonus tied to refinancing/audit emphasize near-term balance sheet quality and operational discipline—key levers for future PSU realization and equity value creation .