Rajiv Shukla
About Rajiv Shukla
Rajiv S. Shukla, 49, is Chairman, Chief Executive Officer, and a Class III Director of Carmell Corporation (CTCX). He became Chairman in July 2023 and CEO in September 2023; Class III terms run to the 2026 annual meeting . He holds a Master’s in Healthcare Management and Policy from Harvard University and a Bachelor’s in Pharmaceutics from the Indian Institute of Technology . Under his leadership, Carmell exited the tissue graft business by selling Axolotl Biologix in March 2024 to sharpen focus on skincare launches, reducing annualized cash burn by ~$4M, cutting debt by ~$15.6M, and canceling 8.09M shares; post-closing common shares outstanding were ~19.25M . Strategic financing in Dec 2024 included a private placement of common stock and five-year warrants at $0.23, with potential dilution upon warrant exercise; the Board has also sought approval for a 1-for-15 to 1-for-30 reverse split to address Nasdaq bid-price compliance, amid separate MVLS compliance risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alpha Healthcare Acquisition Corp. (AHAC) | Chairman & CEO | 2020–2021 | Closed business combination with Humacyte alongside a $175M PIPE . |
| Constellation Alpha Capital Corp. (CNAC) | Chairman & CEO | 2017–2019 | Closed business combination with DermTech with leading healthcare investors . |
| Humacyte, Inc. | Director | Aug 2021–Present | Board role at clinical-stage biotech . |
| InflammX Therapeutics (Ocunexus) | Independent Director | Aug 2019–Aug 2022 | Board service at clinical-stage biotech . |
| Pipavav Defence & Offshore Engineering (now Reliance Naval) | CEO | 2013–2015 | Led financial restructuring and sale of control to Reliance ADA Group . |
| ICICI Venture / MSIM / Citi Venture Capital International | Investor | 2008–2013 | Numerous healthcare control/minority investments . |
| Pfizer, Inc. | Senior Director (M&A/Integration) | 2001–2006 | Executed acquisitions and integration (Pharmacia, Meridica, Vicuron, Idun, Rinat) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Humacyte, Inc. | Director | Aug 2021–Present | Current public company directorship . |
| InflammX Therapeutics | Independent Director | Aug 2019–Aug 2022 | Former public company board . |
Fixed Compensation
- Mr. Shukla’s employment agreement (Dec 2023) sets total annual compensation at $425,000, paid 75% in cash and 25% in fully vested common shares each quarter, subject to Compensation Committee adjustments .
- 2023 pay (partial year): Salary $146,094 (170 days employed); no additional board fees for serving as Chairman .
| Component | 2023 Amount | Structure/Terms |
|---|---|---|
| Base Salary (annual target) | $425,000 | 75% cash; 25% fully vested stock paid quarterly . |
| Salary Paid (2023, partial) | $146,094 | Reflects 170 days employed in 2023 . |
| Board Fees (Chairman) | $0 | Executives receive no director compensation . |
Performance Compensation
- Annual bonus: Target 50% of total annual compensation; paid 75% cash/25% stock at committee discretion based on corporate and individual objectives. No 2023 bonuses were paid to conserve cash .
- Long-term equity: Stock options granted in 2023 with four-year vesting (25% at one year, balance monthly over 36 months) .
| Annual Bonus Plan | Target | Metrics | 2023 Payout | Notes |
|---|---|---|---|---|
| CEO Annual Incentive | 50% of total annual comp | Corporate and personal objectives (not itemized) | $0 | Conserved cash in 2023; committee discretion . |
| Equity Awards (2023) | Grant Date | Type | Shares/Units | Exercise Price | Vesting | Expiration | Grant-Date FV |
|---|---|---|---|---|---|---|---|
| CEO Option | 10/09/2023 | Stock Option | 426,878 | $2.88 | 25% at 1-year; monthly over next 36 months | 10/09/1933 (as filed) | $911,441 |
Equity Ownership & Alignment
- Insider trading policy: Prohibits derivative transactions and purchasing derivative securities that replicate ownership; cautions against margin/pledging given risk of forced sales; hedging is effectively prohibited under this policy language .
- Clawback policy (Jul 14, 2023): Mandatory recovery of excess incentive pay for current/former executive officers after restatements; broader recovery possible for employees materially contributing to restatements .
| Ownership Snapshot | 05/31/2024 | 01/29/2025 |
|---|---|---|
| Beneficial Ownership – Shares | 4,317,891 | 3,520,084 |
| Beneficial Ownership – % of Class | 21% | 12% |
| Options – Exercisable within 60 days | 67,493 for another director noted; CEO’s 2024 table does not list his within-60-day options separately; see 2025 column | 151,186 |
| Warrants – Exercisable within 60 days | Not indicated for CEO | 40,245 |
| Shares Outstanding (reference) | 20,567,757 (Record Date for 2024 proxy) | 30,119,843 (Record Date for special meeting) |
- Post-AxoBio sale press release indicated ~19.25M common shares outstanding (contextual, not a proxy record date) .
- Stock ownership guidelines for executives were not disclosed; no perquisites of note for 2023 .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Date | December 2023 |
| At-Will | Yes |
| Base Pay | $425,000; 75% cash / 25% stock (fully vested quarterly) |
| Annual Bonus | Target 50% of total annual comp; 75% cash / 25% stock; committee discretion |
| Severance – Non‑CIC | 12 months of base salary if terminated without Cause or for Good Reason (Qualifying Termination), release required; pro‑rata bonus and COBRA premium differential |
| Severance – CIC (Double Trigger) | If Qualifying Termination within 3 months before or 18 months after a Change in Control (“Protected Period”): 18 months of base salary; bonus at target; full acceleration of time-based equity awards; COBRA premium differential |
| Non‑Compete / Non‑Solicit | Restrictive Covenant Agreement with non‑compete and non‑solicit for two years following cessation of employment |
| Clawback | Dodd-Frank compliant recoupment policy adopted July 14, 2023 |
| Hedging / Pledging | Derivatives/hedging prohibited; policy flags risks of margin/pledging; explicit ban on pledging not stated in excerpt |
Board Governance
- Role: Combined Chairman & CEO; the Board asserts unified leadership provides cohesive oversight and execution; majority of directors are independent under Nasdaq rules .
- Board structure: Classified into three classes; Class III (includes Mr. Shukla) runs to 2026 .
- Committees and Chairs (2023):
- Audit: David Anderson (Chair), Scott Frisch, Patrick Sturgeon; all independent; Anderson is the audit committee financial expert .
- Compensation: Kathryn Gregory (Chair), David Anderson, Patrick Sturgeon; all independent .
- Nominating & Corporate Governance: Rich Upton (Chair), Scott Frisch, Gilles Spenlehauer; all independent .
- Meetings & Attendance: Six Board meetings in FY2023; each director attended ≥75% of applicable meetings; directors expected to attend annual meeting .
Director Compensation (for context)
- Non-employee director annual retainer: $50,000 (cash; may elect to receive vested stock); one-time option grants post-Business Combination intended to cover four years; executives receive no board compensation .
Performance & Track Record (Recent)
- Strategic pivot: Sold AxoBio (closed Mar 26, 2024) to focus on bio‑aesthetics; expected ~$4M reduction in annualized cash burn, ~$15.6M debt reduction, +$7M increase in tangible equity, and ~29% EPS dilution reduction via share cancellations; post-closing common shares outstanding ~19.25M .
- Product commercialization: Company announced June 4, 2024 skincare launches (consumer and doctor-dispensed) .
- Capital and listing: Dec 2024 private placement with $0.23 warrants; Special Meeting proposals include warrant-share issuance approval and a reverse split (1-for-15 to 1-for-30) to regain Nasdaq $1 bid price; Company also faced MVLS deficiency window through Feb 26, 2025 .
Related Party Transactions (Governance)
- Investor Rights Agreement (Jul 14, 2023) granted AHAC Sponsor III LLC (managed by Mr. Shukla) certain Board designation rights (among other provisions) .
- Meteora Forward Purchase Agreement (Jul 9, 2023): 1,705,959 “recycled” shares at $10.279 with complex settlement mechanics and $0.50/share termination fee on unsold shares at settlement; includes non‑redemption for 100,000 shares .
Risk Indicators & Red Flags
- Nasdaq compliance risks: Minimum bid price deficiency (cure deadline March 31, 2025 with potential extension) and separate MVLS deficiency (cure deadline Feb 26, 2025); reverse split intended to address bid price but MVLS risk remains .
- Dilution overhang: December 2024 private placement created 8,065,210 warrants at $0.23 with anti‑dilution adjustments; Board seeks approval to allow exercises >20% of pre‑issue shares; issuance would increase public float and potential selling pressure .
- Section 16(a) compliance: Mr. Shukla filed three late Form 4s in FY2023 (total of ten transactions), alongside other directors’ late filings .
Equity Vesting and Potential Selling Pressure
- CEO’s 2023 option grant (426,878 at $2.88) vests 25% on the one‑year anniversary of 10/09/2023, with monthly vesting thereafter over 36 months, creating a steady cadence of newly vesting shares; options are ten‑year term (as filed) .
- As of Jan 29, 2025, 151,186 options and 40,245 warrants held by Mr. Shukla were exercisable within 60 days, representing near‑term potential supply if exercised/sold, subject to trading windows and company policies .
Say‑on‑Pay & Shareholder Feedback
- As an Emerging Growth Company and Smaller Reporting Company, Carmell provides reduced executive compensation disclosure and is exempt from holding non‑binding say‑on‑pay votes during the EGC period .
Compensation Committee Analysis (Structure)
- Compensation Committee (all independent) oversees CEO/NEO goals, annual bonus determinations, equity grants, and the clawback policy administration; retains authority to engage independent advisors .
Investment Implications
- Alignment: 25% of CEO salary and any bonus paid in vested stock, a four‑year option vesting schedule, and a Dodd‑Frank compliant clawback meaningfully align pay with shareholders, while the policy prohibiting derivatives reduces hedging risk .
- Retention: Double‑trigger CIC protection (18 months cash plus target bonus and full acceleration of time‑based equity) and 12 months severance otherwise support retention during strategic transitions and potential corporate events .
- Overhang and liquidity: Warrant overhang from the Dec 2024 PIPE and potential reverse split introduce dilution and trading dynamics; CEO’s exercisable options/warrants and ongoing monthly vesting represent incremental potential supply, though subject to trading windows .
- Governance risk: Combined Chair/CEO structure with a majority‑independent Board and active committees provides oversight, but recent Nasdaq compliance notices, reverse split reliance, and late Section 16 filings are governance and market‑structure risks to monitor .