Sujatha Ramesh
Healthcare TriangleAbout Sujatha Ramesh
Chief Operating Officer (since March 18, 2025) and Director (appointed April 10, 2025); age 54; MBA (NYU Stern) and MS in Information Systems and Applications; 25+ years in global transformation, governance, risk, and technology modernization at Citigroup and prior roles at Publicis Sapient, Infinite Computer Solutions, and Capgemini/iGATE . Board is majority independent with an independent Chair; Ramesh is not independent due to her executive role . Company performance context: 2024 revenue fell to $11.7M (from $33.2M in 2023) ahead of her tenure ; quarterly 2025 revenues stabilized near ~$3.5M while EBITDA remained negative (see table below; S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citigroup | Global Head of Strategic Initiatives (senior leadership roles across governance, risk, tech modernization) | 2006–2024 | Led large-scale operational transformation, governance frameworks, risk and control management, and technology modernization globally |
| Publicis Sapient | Senior leadership positions | pre-2006 | Managed complex technology projects and digital transformation across regions |
| Infinite Computer Solutions | Senior leadership positions | pre-2006 | Delivered technology programs across North America, Europe, Asia, Latin America |
| Capgemini (formerly iGATE Global Solutions) | Senior leadership positions | pre-2006 | Managed digital transformation initiatives across multiple geographies |
External Roles
| Organization/Activity | Role | Years | Notes |
|---|---|---|---|
| Who’s Who in America | Honored listee | n/a | Recognized industry thought leader |
| Academic/Forums | Guest speaker and mentor | n/a | Speaking at global forums and academic institutions |
Fixed Compensation
| Component | Amount/Terms | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $250,000 per annum | March 18, 2025 | Per Employment Agreement; reviewed at least annually |
| Guaranteed Cash Bonus | $25,000 (paid at end of 12th month if in good standing) | March 18, 2025 | Guaranteed bonus per Employment Agreement |
| Restricted Shares (sign-on) | 100,000 restricted shares (grant within 180 days) | March 18, 2025 | Sign-on equity; vesting schedule not disclosed |
| Benefits/Expenses | Standard benefits; business-class flights >4 hours; reimbursed business/travel expenses | March 18, 2025 | Per Employment Agreement |
Performance Compensation
| Metric/Plan | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Performance Bonus | Not disclosed | To be agreed within 90 days of employment | Not disclosed | Board determines earned amount based on agreed goals | Not disclosed |
| Long-Term Incentive Plan Eligibility | n/a | Eligible for stock options/PSUs/other equity per senior exec plans | n/a | Awards on substantially the same terms as other senior officers (size reflects role) | Not disclosed |
Equity Ownership & Alignment
| Item | Detail | Date | Notes |
|---|---|---|---|
| Beneficial Ownership (Common/Preferred) | No beneficial ownership reported (“—”) | October 15, 2025 | As per Security Ownership table |
| Planned Sign-on Equity | 100,000 restricted shares (grant within 180 days of effective date) | March 18, 2025 | Provides future alignment; vesting terms not disclosed |
| Pledging/Hedging Policy | Short sales, hedging, and derivatives prohibited; pledging or margin requires prior approval | Policy in effect 2025 | Insider trading policy limits misalignment risk |
| Ownership Guidelines | Not disclosed | n/a | No director/executive stock ownership guidelines disclosed in filings searched – |
Employment Terms
| Term | Detail | Citation |
|---|---|---|
| Start Date & Role | COO effective March 18, 2025 ; Director appointed April 10, 2025 | |
| Contract Type & Renewal | At-will; automatically renews for successive one-year periods unless terminated | |
| Termination for Cause | List of cause events (e.g., fraud, material breach, failure to perform, confidentiality breach); no compensation or accelerated vesting if for cause | |
| Voluntary Termination | 30 days’ prior written notice; paid earned but unpaid salary/bonus and reimbursable expenses | |
| Non-Compete/Non-Solicit | Required to sign Employee Proprietary Information, Inventions Assignment and Non-Competition Agreement (Exhibit A) | |
| Governing Law | California; jury trial waiver | |
| Director Compensation Reference | Will be compensated per standard Board practices disclosed in the 10-K |
Board Governance
- Board independence: Rosa, McClurg, Bhuiyan independent; Ramesh (COO) not independent .
- Board leadership: Independent Chairman (Dave Rosa); board believes independent Chair best supports strategy and oversight .
- Committees: Audit (McClurg—Chair; Rosa; Bhuiyan); Compensation (Rosa—Chair; McClurg); Nominating & Corporate Governance (Bhuiyan—Chair; McClurg) .
- Meetings/attendance: Board held 5 regular meetings in 2025; each director attended ≥75% of meetings .
Director Compensation (reference framework; 2024 actuals shown)
| Director | Cash Fees ($) | Options ($) | Total ($) |
|---|---|---|---|
| Dave Rosa (Chair) | 120,000 | 3,845 | 123,845 |
| Ronald McClurg | 50,000 | 1,923 | 51,923 |
| Jainal Bhuiyan | 50,000 | 1,923 | 51,923 |
Note: Ramesh was appointed as director in April 2025; her director pay will follow the standard framework disclosed above .
Company Performance During Ramesh’s Tenure (Quarterly)
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenues ($) | 2,190,000* | 3,704,000* | 3,558,000* | 3,489,000* |
| EBITDA ($) | -275,750* | -1,386,000* | -1,359,000* | -2,528,000* |
| Net Income ($) | -1,348,000* | -1,700,000* | -1,368,000* | -1,906,000* |
*Values retrieved from S&P Global.
Additional context: FY 2024 revenue was $11.7M vs $33.2M in FY 2023, with FY 2024 net loss of $5.97M; going concern language disclosed and liquidity ($20k cash at 12/31/24) improved via $15.2M fundraise in Feb 2025 .
Risk Indicators & Red Flags
- Going concern and liquidity pressure: $20k cash at 12/31/24; substantial doubt about ability to continue as a going concern; dependence on financing; company cites February 2025 $15.2M raise to fund operations .
- Nasdaq bid-price deficiency (Feb 26, 2025) and potential reverse split authorization; continued listing risk and dilution risk from special meeting proposal approving up to $70M in issuances under Nasdaq parameters (including up to 50M common and 100M warrants; max 80% discount) .
- Controlled company dynamics: SecureKloud control and voting power may affect governance and independence perceptions .
- Insider trading policy restricts short-term trading, hedging, and pledging absent approval—positive alignment safeguard .
- Seacoast default event (Sept 2024) highlights prior financing stress (company-level) .
Compensation Structure Analysis
- Cash vs equity: Fixed cash includes $250k salary + $25k guaranteed bonus; sign-on 100k restricted shares adds equity alignment; lack of disclosed vesting schedule and performance bonus metrics increases discretion risk .
- At-risk pay: Annual bonus to be defined within 90 days—performance metrics, weighting, and targets not disclosed; LTIP eligibility present but grant sizes and vesting terms not disclosed .
- Governance checks: Independent compensation committee (Chair: Rosa) oversees executive pay .
Related Party Transactions and Interlocks
- SecureKloud provides essential services to HCTI and exerts significant control; board independence mitigations in place but controlled-company risk persists .
- No Ramesh-specific related party transactions disclosed and no family relationships reported .
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, HCTI uses reduced executive compensation disclosures and does not hold non-binding advisory votes on executive compensation (say-on-pay) .
Investment Implications
- Alignment: Sign-on equity (100k restricted shares) is positive, but absence of disclosed vesting cadence and bonus metrics softens pay-for-performance rigor .
- Retention risk: Auto-renewing at-will contract with defined cause provisions but no disclosed severance/change-of-control protections—could reduce retention “stickiness” versus market norms .
- Dual-role governance: COO + Director (not independent) while board retains independent Chair and independent majority—acceptable structure, but independence optics merit monitoring during major capital decisions .
- Trading signals: Potential future supply from issuance of restricted shares to Ramesh (and broader capital raises approved in special meeting) may contribute to overhang; timing/vesting unknown –.
- Company risk backdrop: Going-concern disclosures, Nasdaq deficiency, and planned dilutive financings weigh on equity; improvements hinge on execution and revenue/EBITDA trajectory stabilization or growth .