Prasad Jeereddi
About Prasad Jeereddi
Prasad A. Jeereddi, age 77, has served as Chief Executive Officer and Chairman of the Board of Elite Health Systems Inc. (EHSI) since July 10, 2024; he is a doctor of internal medicine and endocrinology with long-standing leadership roles in California healthcare organizations and is a trustee of the California University of Science and Medicine . EHSI states it has not reached profitability; the Pay vs. Performance disclosure shows cumulative TSR volatility and increasing net losses through 2024 as the company invested in building a Medicare Advantage plan .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Elite Health Systems Inc. | Chief Executive Officer; Chairman of the Board | Jul 2024–present | Led strategy to stand up Medicare Advantage capabilities; oversaw related-party acquisition of Physician Support Systems, Inc. (PSS) to add operating revenue and infrastructure . |
| Chaparral Medical Group, Inc. | President & Medical Director | 1991–present | Built multi-specialty provider platform; relevant to provider network development for MA plans . |
| Private medical practice (Internal Medicine/Endocrinology) | Physician | 1978–present | Deep clinical and community ties supporting payer-provider strategy . |
| ProMed Healthcare Administrators | President | Current | Leads limited Knox-Keene licensed health plan administrator; regulatory know-how for EHSI . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| California University of Science and Medicine | Trustee | Current | Academic governance and community relationships . |
| Pomona Valley Hospital Medical Center; San Antonio Regional Hospital | Medical staff affiliation | Current | Provider network relationships . |
Fixed Compensation
- EHSI disclosed that it is not paying cash compensation to the CEO and has no employment contract with Dr. Jeereddi; compensation has been delivered via equity in lieu of cash . In 2025, the company recorded equity grants (not cash) for directors and officers, including 375,000 shares to the CEO, issued in August 2025 and valued at $0.95 per share .
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | Notes |
|---|---|---|---|---|
| 2024 | 0 | — | 0 | No cash pay; stock issued in Jan 2025 for 2024 services . |
| 2025 | — | — | — | Company recorded Aug-2025 stock grant to CEO; no cash salary disclosed . |
Performance Compensation
EHSI used equity in lieu of cash for CEO compensation; no explicit performance metrics (e.g., revenue, EBITDA, TSR targets) were disclosed for 2024–2025. The 2025 Equity Incentive Plan (approved Oct 31, 2025) enables options, RSUs, and performance awards, with clawback and change-of-control features .
| Award Type | Grant/Issue Date | Shares/Units | Fair Value/Exercise Terms | Estimated Grant Value ($) | Performance Metric | Vesting |
|---|---|---|---|---|---|---|
| Restricted Shares (for 2024 services) | Jan 2025 | 250,000 | $0.50/share | 125,000 | None disclosed | Not disclosed . |
| Stock Options | Jan 2025 | 250,000 | Strike, term, vesting not disclosed; plan requires ≥ FMV exercise price and ≤10-year term (general) | — | None disclosed | Not disclosed . |
| Restricted Shares (for 2025 services) | Aug 2025 | 375,000 | $0.95/share (valuation) | 356,250 | None disclosed | Not disclosed . |
Plan features relevant to incentives and investor alignment:
- Repricing prohibition for options/SARs without shareholder approval .
- Clawback/recovery applies to awards under company policy and applicable law .
- Change-of-control: unassumed/unreplaced awards vest and become exercisable at closing; otherwise may be assumed/substituted by acquirer .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Aug 25, 2025) | 2,126,097 shares (9.7%) | Includes 222,114 shares held via an entity where he is managing member and majority holder . |
| Pending/consideration shares from PSS acquisition | 1,452,680 shares to be issued to Dr. Jeereddi | Special meeting approved Oct 31, 2025; transaction closed Nov 1, 2025 . |
| Pledging/Hedging | No pledging disclosure; insider policy prohibits short sales and put/call transactions; pre-clearance required . | |
| Ownership guidelines | Not disclosed . |
Employment Terms
- No employment contract; no cash base pay; no disclosed severance or change-in-control cash multiples for the CEO .
- 2025 Equity Incentive Plan includes double-path change-of-control treatment for equity (assumption/substitution or full vesting if not assumed) and clawback policy applicability .
- Non-compete/non-solicitation covenants are included in the PSS Share Exchange Agreement (Article V, Section 5.02) applicable to selling shareholders (including Dr. Jeereddi) in connection with the acquisition; specific durations/terms not summarized in the proxy excerpt .
Board Governance
- Dual role: CEO and Chairman since July 2024; the company has not adopted a formal policy on separating the roles; historically small board conducted many functions at the full board level .
- Committees: Audit Committee established November 2024; members are Leimkuhler (Chair), St. Lawrence, and Gold; committee independence affirmed for Leimkuhler and St. Lawrence . No compensation committee as of the proxy; future formation expected .
- Attendance: Board met seven times in 2024; all directors attended at least 75% of meetings/committees during their service periods .
- Related-party oversight: A Special Committee of disinterested/independent directors negotiated the PSS acquisition due to conflicts (CEO was a major PSS owner) .
Director and Related Compensation
- Non-employee director compensation transitioned from cash retainers in 2023 to restricted stock in 2024–2025; officers/directors who are employees typically receive no additional board cash compensation; in January and August 2025, restricted shares were issued to directors in lieu of cash .
- In parallel, Dr. Jeereddi received restricted shares for CEO and Board Chair services (250,000 for 2024; 375,000 for 2025) and an option grant in January 2025, all in lieu of cash .
Performance & Track Record
- PSS acquisition: Board approved a share-for-share deal for 3,158,000 EHSI shares; Special Committee concluded terms were favorable; transaction intended to add operating revenue, provider connections, and management expertise; closed Nov 1, 2025 after shareholder approval .
- CEO’s interests: As of Sep 26, 2025, Dr. Jeereddi owned ~2,126,097 EHSI shares and 46% of PSS pre-close; expected to receive ~1,452,680 EHSI shares as consideration, indicating material related-party interest managed via Special Committee and disinterested vote mechanics .
PSS Selected Financials (as disclosed)
| Metric (USD thousands) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenue | 1,765 | 5,942 | 6,990 |
| Operating Income | 367 | 4 | 128 |
| Net Income (Loss) | 263 | (13) | (2,110) |
Pay vs Performance context (EHSI)
- Company states TSR increased from 2022 to 2024 while net losses increased due to investment in building a Medicare Advantage plan; it does not use TSR or net loss to determine executive pay and expects to incorporate performance measures prospectively .
Compensation Structure Analysis
- Shift to equity in lieu of cash indicates liquidity preservation and alignment intent but lacks explicit performance conditions for 2024–2025 awards; no base/bonus structure or disclosed targets/weightings .
- 2025 Plan strengthens governance: prohibits repricing, adds clawback scope, and sets change-of-control treatment, enabling future performance-linked awards (options, RSUs, PSUs) .
- No compensation committee existed at proxy date; formation planned, which is critical to implement robust, at-risk pay design .
Risk Indicators & Red Flags
- Related-party acquisition: CEO and immediate family were majority owners of PSS; Special Committee process and disinterested voting thresholds used to mitigate conflicts, but governance and integration risk remains .
- Dual role (CEO + Chair) without formal separation policy; historically committee-light structure; Audit Committee now established, but no compensation committee at proxy date .
- No employment agreement or severance/change-in-control cash terms disclosed for CEO; retention rests on equity and role influence rather than contractual protections .
- Insider policy restricts short sales and option transactions and requires preclearance; no disclosure of pledging or hedging beyond policy .
Equity Ownership & Alignment Details
| Category | Detail |
|---|---|
| Beneficial Ownership | 2,126,097 shares (9.7%) as of Aug 25, 2025; includes 222,114 via controlled entity . |
| Additional Shares from PSS Deal | 1,452,680 EHSI shares to Dr. Jeereddi per Schedule 1.01; shareholder approval on Oct 31, 2025; closed Nov 1, 2025 . |
| Ownership Guidelines | Not disclosed . |
| Pledging/Hedging | Short sales and put/call transactions prohibited; preclearance required; no explicit pledging disclosure . |
Employment Terms
| Term | Disclosed? | Notes |
|---|---|---|
| Employment agreement | No | Company has no contract with Dr. Jeereddi . |
| Severance/COC cash | No | Not disclosed . |
| Equity COC | Yes | Unassumed awards vest on change-of-control; otherwise may be assumed/substituted . |
| Clawback | Yes | Awards subject to clawback policy and applicable law . |
| Non-compete | Yes (PSS Sellers) | Non-compete/non-solicit covenants in PSS Share Exchange Agreement Article V (applies as seller) . |
Board Service History and Roles
- Board service: Director and Chairman since July 2024; CEO since July 2024 .
- Committees: Not on Audit Committee; Audit Committee members are independent directors; no compensation committee at proxy date; full board historically handled nominating/compensation functions given company size .
- Attendance: Board met seven times in 2024; all directors ≥75% attendance .
- Independence: As CEO/Chair, not independent; board acknowledges no formal policy to separate roles given size; potential independence concerns mitigated partly by Audit Committee and Special Committee processes .
Investment Implications
- Alignment and dilution: CEO has significant equity ownership and will receive additional shares from the PSS acquisition, aligning incentives but increasing insider concentration; monitor potential resale dynamics once any transfer restrictions lapse .
- Governance risk vs. mitigations: Dual CEO/Chair role and lack of a compensation committee are governance risks; Special Committee use, Audit Committee formation, and adoption of a modern equity plan with clawback/COC provisions improve the framework but require execution (e.g., forming compensation committee, adopting performance metrics) .
- Retention and performance: Absence of an employment agreement means retention hinges on mission/ownership; equity-heavy pay without disclosed performance conditions reduces pay-for-performance line-of-sight until the new plan is actively used for PSUs/RSUs with measurable targets .
- Related-party execution risk: The PSS deal adds operating revenue and infrastructure but carries conflict and integration risks; track integration milestones, financial contribution from PSS, and any follow-on related-party transactions .