Sandeep Chalke
ACCURAYAbout Sandeep Chalke
Sandeep Chalke (age 59) is Senior Vice President and Chief Commercial Officer at Accuray (ARAY), serving since May 2022; he also acted as Interim CEO from September 3 to October 15, 2024 during the CEO’s medical leave . He holds an MBA from the University of Leicester and a Medical Electronics degree from the University of Mumbai, with prior leadership roles at Vyaire Medical, Medtronic, Acelity, and GE Healthcare . Accuray’s FY2025 outcomes underpin his pay-for-performance context: revenue $459M (87% of target), orders $288M (97% of target), adjusted EBITDA $28.8M (65% of target), which led the board to cancel FY2025 cash incentive plan payouts while awarding targeted supplemental bonuses; Accuray’s TSR value of an initial $100 investment was $70 in FY2025 (down from $93 in FY2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vyaire Medical, Inc. | President, Asia-Pacific & Latin America | Apr 2020–May 2022 | Led regional operations and growth across APAC and LATAM |
| Medtronic plc | VP, Diabetes Group, Asia Pacific | Feb 2017–Jul 2019 | Commercial leadership in diabetes devices across APAC markets |
| Acelity L.P. | VP, Advanced Wound Dressing | May 2015–Jan 2017 | Business leadership in wound care segment |
| General Electric / GE Healthcare | Various leadership positions | Early career | Multiple operating and commercial roles in healthcare and industrial divisions |
External Roles
- No public company board or committee roles disclosed for Chalke .
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 458,481 | 459,000 | 491,458 (includes temporary increase to $725,000 during Interim CEO period, then reverted) |
| Target Bonus (%) | 75% (standard) | 75% (standard) | 75% (standard); 100% during Interim CEO period |
| Non-Equity Incentive Paid ($) | — | 34,425 | 25,000 (supplemental targeted bonus; plan-wide bonus pool not paid) |
| All Other Compensation ($) | 17,301 | 11,561 | 9,670 (401k match $7,950; life insurance $720; HSA $1,000) |
| Total Compensation ($) | 1,350,773 | 1,292,908 | 1,199,334 |
Notes:
- FY2025 Company Bonus Plan payouts were canceled due to covenant considerations and cost discipline; targeted supplemental bonuses were approved ($25,000 to Chalke tied to regional revenue and installed base goals, with revenue goal not met) .
Performance Compensation
PSU Programs and Cash Incentives
| Program | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| FY2023 PSU (perf. period ended FY2025) | Total Revenue | 75% | $539.7M | $459M | 0% (performance not met; awards canceled) | End of FY2025 upon Committee certification |
| FY2023 PSU (perf. period ended FY2025) | Adjusted EBITDA Margin | 25% | 11.0% | N/A (margin not disclosed) | 0% (as above) | End of FY2025 upon Committee certification |
| FY2025 Company Bonus Plan | Revenue | N/A | Internal target (not disclosed) | 87% of target (Revenue $459M) | No payout under bonus pool | FY2025 annual |
| FY2025 Company Bonus Plan | Orders (net of cancellations) | N/A | Internal target (not disclosed) | 97% of target (Orders $288M) | No payout under bonus pool | FY2025 annual |
| FY2025 Company Bonus Plan | Adjusted EBITDA (excl. bonus accrual) | N/A | Internal target (not disclosed) | 65% of target ($28.8M) | No payout under bonus pool | FY2025 annual |
| FY2025 PSU (granted 11/29/2024; perf. period ends FY2027) | Total Revenue | 50% | Not disclosed | Not yet measured | 50–150% of target shares based on performance | Vests post FY2027 certification |
| FY2025 PSU (granted 11/29/2024; perf. period ends FY2027) | Adjusted EBITDA | 30% | Not disclosed | Not yet measured | 50–150% of target shares based on performance | Vests post FY2027 certification |
| FY2025 PSU (granted 11/29/2024; perf. period ends FY2027) | Global System Install Base | 20% | Not disclosed | Not yet measured | 50–150% of target shares based on performance | Vests post FY2027 certification |
Equity Grants (FY2025 refresh)
| Grant Type | Grant Date | Target Shares | Vesting Schedule |
|---|---|---|---|
| RSU | 11/29/2024 | 150,943 | 33 1/3% on 1st, 2nd, 3rd anniversaries (service-based) |
| PSU | 11/29/2024 | 150,943 | Vests based on FY2025–FY2027 goals at 50–150% of target upon certification |
Equity Ownership & Alignment
| Item | Amount / Description |
|---|---|
| Total Beneficial Ownership | 690,707 shares (<1% of outstanding) |
| Directly Held Shares | 250,065 shares |
| Options Exercisable (≤60 days of Aug 31, 2025) | 440,642 shares; $2.08 strike; exp. 5/31/2032 (part of award tranche) |
| Options Unexercisable (outstanding) | 118,221 shares at $2.08; exp. 5/31/2032 |
| Unvested RSUs (by grant) | 78,125 (5/31/2022); 42,650 (11/30/2022); 100,629 (11/30/2023); 150,943 (11/29/2024) |
| PSUs Outstanding (target) | 150,943 (11/30/2023 program); 150,943 (11/29/2024 program); FY2023 program canceled post-certification |
| Stock Ownership Guidelines | Executives must hold shares equal to ≥1× base salary; executives are in compliance or on track |
| Hedging/Pledging Policy | Hedging and pledging of company stock prohibited for employees and directors |
Vesting cadence and potential selling pressure:
- Significant multi-year RSU vesting at 33 1/3% per year for recent grants and 25% per year for certain earlier awards (e.g., 5/31/2022 RSUs), implying periodic delivery through FY2027; PSU outcomes are performance-contingent and may amplify or mute share delivery based on FY2025–FY2027 results .
Employment Terms
| Provision | Key Terms |
|---|---|
| Contract Term | Amended and restated executive employment agreement effective Feb 3, 2025; 3-year term with automatic 3-year renewals unless non-renewal notice is given |
| Severance (No Change in Control) | Lump sum 12 months base salary; COBRA reimbursement for 12 months; prior or pro-rata current-year bonus per conditions; outplacement up to 12 months; 30-day notice or pay in lieu |
| Severance (Double-Trigger Change in Control) | 24 months base salary; 200% of target annual bonus; COBRA reimbursement 12 months plus taxable monthly payment equal to COBRA received; full and immediate vesting of unvested equity (performance awards vest at target unless specified); outplacement up to 12 months |
| Clawback | Company clawback policy adopted Nov 9, 2023; equity plans include recovery provisions tied to restatements or backlog reductions |
| Tax Gross-up | No change-in-control excise tax gross-ups; cutback to avoid 4999 excise tax if beneficial after tax |
| Restrictive Covenants | Confidentiality, non-solicitation, and competition restrictions; severance conditioned on compliance and release of claims |
Investment Implications
- Pay-for-performance alignment: FY2025 bonus pool was canceled despite near-target orders and 87% revenue performance; Chalke received only a $25,000 targeted bonus, reinforcing discipline around covenant and cash priorities; FY2023 PSUs were canceled due to shortfall vs $539.7M revenue and 11% EBITDA margin targets, indicating outcome-driven equity delivery .
- Upcoming vesting and supply: Multiple RSU tranches vest through FY2027 and options at $2.08 remain sizable; however, hedging/pledging prohibitions and stock ownership requirements mitigate misalignment risk; monitor vesting dates and potential selling pressure around anniversaries .
- Retention and change-in-control economics: Double-trigger protections (24 months salary, 200% bonus, equity acceleration) are competitive and reduce personal bias against strategic transactions; severance and restrictive covenants balance retention with governance .
- Execution risk: Cancelation of FY2023 PSUs and lower FY2025 adjusted EBITDA (65% of target) flag ongoing margin/execution challenges; the FY2025 PSU mix emphasizes revenue, EBITDA, and installed base growth into FY2027, providing leveraged upside if targets are met .
- Governance signal: Strong say-on-pay support in 2024 (93.2%) and robust clawback and anti-hedging policies support investor confidence in compensation oversight .