Ajay Patel
About Ajay Patel
Ajay Patel, 41, is Executive Vice President and Chief Financial Officer of Assertio (ASRT). He became CFO in November 2023 and was elevated to EVP, CFO effective March 1, 2025; prior roles include SVP & Chief Accounting Officer (March 2021) and VP, Controller (July 2019) after joining from US Foods and Ernst & Young. He holds a B.S. in Finance (University of Illinois), a Master’s in Accounting (University of Virginia), and is a CPA . Company performance context during his finance leadership: FY 2024 revenue was $124.961M vs $152.069M in 2023, with net loss improving to $(21.6)M from $(331.9)M as impairment in 2023 rolled off; TSR indexed value fell to $40 in 2024 from $74 in 2023 (initial $100 base) .
Past Roles
| Organization | Role | Years | Strategic impact (as disclosed) |
|---|---|---|---|
| Assertio | EVP & CFO | Mar 2025–present | Executive officer overseeing finance |
| Assertio | SVP & CFO | Nov 2023–Feb 2025 | Finance leadership through product and mix shift |
| Assertio | SVP & Chief Accounting Officer | Mar 2021–Nov 2023 | Led accounting; transition to CFO |
| Assertio | VP, Controller | Jul 2019–Mar 2021 | Corporate controller since joining ASRT |
| US Foods | Director, Technical Accounting & Accounting Policy | Feb 2018–Jul 2019 | Established and maintained company-wide accounting policies |
| Ernst & Young | Assurance practice (various roles) | Jun 2006–Feb 2018 | Led financial statement audits of strategic clients |
External Roles
- No external public company directorships disclosed for Mr. Patel in Assertio’s recent proxy statements and executive officer biographies .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 362,512 | 445,387 |
| Target bonus (% of salary) | 45% | Not disclosed in proxy; annual bonus paid below |
| “Bonus” column ($) | 22,125 (2020 LTIP cash vest per footnote) | — |
| Annual cash bonus – Non-Equity Incentive Plan ($) | 131,051 | 185,963 |
| All other compensation ($) | 23,100 | 22,396 |
| Total compensation ($) | 1,055,266 | 952,725 |
Notes: 2023 “Bonus” reflects legacy 2020 LTIP cash vesting; annual performance cash payouts are shown in “Non-Equity Incentive Plan Compensation” .
Performance Compensation
Equity Awards and Vesting (structure and 2024 grants)
- 2024 annual grants used an equal mix of time-vesting RSUs and stock options; both vest one-third on the first anniversary of the grant date and then annually over three years; 2024 annual awards for Patel were 75,000 RSUs and 340,000 options granted on Feb 7, 2024 (numbers sized using a $2 stock price floor) .
| Grant | Type | Grant date | Quantity/Strike | Vesting | Expiration |
|---|---|---|---|---|---|
| Time-based RSU | RSU | 2/7/2024 | 75,000 | 1/3 annually over 3 years | n/a |
| Time-based Option | Stock option | 2/7/2024 | 340,000 @ $0.79 | 1/3 annually over 3 years | 2/7/2034 |
| Time-based Option | Stock option | 2/21/2023 | 56,623 unexercisable at 12/31/23; 18,875 exercisable at 12/31/24; strike $5.18 | 1/3 annually over 3 years (plan convention) | 2/21/2033 |
| Time-based RSU | RSU | 2/21/2023 | 51,451 (unvested at 12/31/23); 34,300 unvested at 12/31/24 | 1/3 annually over 3 years | n/a |
| Performance Equity | Performance RSU | 5/12/2022 | 200,000 (performance-based) | Vests only if $4.00 stock price triggers achieved within defined window | n/a |
| Performance Equity | Performance option | 5/12/2022 | 200,000 @ $2.63 | Same performance triggers as above | 5/12/2032 |
| Time-based RSU | RSU | 5/12/2022 | 76,034 unvested at 12/31/23; 38,017 unvested at 12/31/24 | 1/3 annually over 3 years | n/a |
| Time-based Option | Stock option | 5/12/2022 | 73,100 exercisable; 36,549 unexercisable at 12/31/24; strike $2.63 | 1/3 annually over 3 years | 5/12/2032 |
| Time-based Option | Stock option | 12/1/2021 | 235,000 exercisable at 12/31/24; strike $1.31 | Standard time-based vesting | 12/1/2031 |
Annual Bonus Plan – 2H 2023 illustrative metrics and outcomes
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted Operating Cash Flow (2H 2023) | 30% | $15.5M for 100% | $28.2M | 200% |
| Spectrum deal model (revenue & CM) | 15% | Not disclosed | Below threshold | 0% |
| Corporate business process goals (composite) | Part of 35% corporate process bucket | Not disclosed | 42.8% score | 42.8% of that component |
| Individual goals – Ajay Patel | 30% | OCF, Spectrum integration, holding company structure, financial compliance | Not disclosed | As determined by committee |
Equity Ownership & Alignment
- Anti-hedging/anti-pledging: Assertio prohibits hedging and pledging of company shares, reducing misalignment risks .
- Stock ownership guidelines: CEO 4x salary; other NEOs (including CFO) 2x salary; 5-year compliance window; as of Dec 31, 2024, all NEOs were in compliance .
| Date (Proxy) | Shares owned (common) | Convertible within 60 days | % of shares outstanding |
|---|---|---|---|
| Mar 31, 2023 | 93,643 | 552,901 | 1.2% |
| Apr 12, 2024 | 133,254 | 486,659 | *% (less than 1%) |
| Mar 13, 2025 | 175,675 | 733,749 | *% (less than 1%) |
Outstanding equity at 12/31/2024 (supply/overhang indicators):
- Options: 235,000 @ $1.31 (12/1/2031); 73,100/36,549 @ $2.63 (5/12/2032); 18,875/37,748 @ $5.18 (2/21/2033); 340,000 unexercisable @ $0.79 (2/7/2034); 200,000 performance options @ $2.63 .
- RSUs unvested: 38,017 (5/12/2022); 34,300 (2/21/2023); 75,000 (2/7/2024) .
Employment Terms
- Management Continuity Agreement (applies to Patel as non-CEO NEO):
- Change in control period (double-trigger within 90 days before to 24 months after CIC): Cash severance equal to 1.5x (base salary + target bonus), 18 months of COBRA-paid benefits, prior-year earned bonus, up to 3 months outplacement, and 100% acceleration of unvested equity (or cash value if termination precedes CIC and awards are forfeited) .
- Termination outside CIC (non-CIC qualifying termination): 12 months of base salary severance, 12 months of COBRA-paid benefits; CEO receives longer durations; equity acceleration applies only to CEO in non-CIC case per 2024 proxy and updated terms in 2025 proxy .
- Clawback: Policy compliant with Nasdaq Rule 10D-1; company will recover excess incentive-based compensation over 3 prior fiscal years in case of restatement; additional discretionary recoupment for misconduct/Code of Conduct violations; no recoupments required for 2024 .
Performance & Track Record (Company context)
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($000s) | 152,069 | 124,961 |
| Net loss ($000s) | (331,942) | (21,581) |
| TSR indexed value ($ initial 100) | 74 (2023) | 40 (2024) |
- Mix shift: Rolvedon sales grew to $60.1M in 2024 vs $18.2M in 2023; INDOCIN declined due to generic entry (to $26.8M from $87.2M) .
Compensation Structure Analysis
- Shift to balanced equity in 2024: Equal mix of time-vesting RSUs and options to emphasize retention/incentive balance; sizing used a $2 price floor (limits share count when price is depressed) .
- Performance equity rigor: 2022 grants vest only upon meeting stock-price and post-earnings validation hurdles by a mid-2025 deadline, adding performance-oriented alignment and risk of forfeiture .
- Governance safeguards: No options repricing without shareholder approval; no single-trigger vesting on CIC (except directors or if successor won’t assume awards); one-year minimum vesting; no dividends on unvested awards .
Investment Implications
- Alignment: Prohibition on pledging/hedging, stock ownership guidelines (2x salary for non-CEO NEOs), and performance-conditioned 2022 equity indicate strong alignment; as of Dec 31, 2024, NEOs reported in compliance with guidelines .
- Retention: Non-CIC severance (12 months cash and benefits) plus significant unvested RSUs/options and multi-year vesting schedules support retention; CIC protection provides 1.5x cash multiple plus 100% equity acceleration for non-CEO executives, limiting flight risk during strategic events .
- Selling pressure: Near-term vesting of 2024 RSUs and options (1/3 annually) and exercisable options at low strikes ($0.79–$2.63–$5.18) could create incremental supply as tranches vest or move in-the-money; monitor Form 4 filings for actual selling behavior .
- Execution risk: Company revenue declined in 2024 with INDOCIN erosion offset by Rolvedon growth; TSR fell in 2024. Incentive plan weightings (cash flow, integration, and compliance goals) suggest focus on cash generation and execution of Spectrum/Rolvedon integration, appropriate for current mix shift .