Venkat Nelabhotla
About Venkat Nelabhotla
Venkat Nelabhotla, age 64, is Chief Executive Officer and a Class II director of Vyome Holdings, Inc. (NASDAQ: HIND) since August 2025; he previously served as CEO and director of Vyome Therapeutics, Inc. (VTI) from August 2017 and co-founded Vyome Biosciences in 2013, with 35+ years of operating leadership across pharma, biotech and consumer products including Emami, Aurobindo Pharma, Shantha Biotechnics (Sanofi) and CavinKare . As CEO, he is not classified as an independent director; independent directors are Krishna K. Gupta, Mohanjit Jolly, Stash Pomichter and John Tincoff, with board committees staffed by these non-employee directors . He holds significant option-based ownership aligned with shareholders (10.07% beneficial interest; see Equity Ownership & Alignment) and operates under HIND’s anti-hedging/anti-pledging policy, trading windows and executive sessions governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vyome Therapeutics, Inc. (VTI) | Co-founder, CEO, Director | Aug 2017–Aug 2025 | Built clinical pipeline and secured funding . |
| Vyome Biosciences Pvt. Ltd. | Co-founder & CEO | Aug 2013–2017 | Developed early pipeline and commercialization of certain products . |
| Emami Ltd. (EMAMILTD.NS) | CEO & Executive Director | Jun 2007–Sep 2010 | Played a pivotal role in significantly increasing market cap via organizational growth and M&A . |
| Aurobindo Pharma (AUROPHARMA.NS) | SVP | Jun 2005–Jun 2007 | Contributed to significant revenue growth . |
| Shantha Biotechnics (Sanofi) | Senior Executive | Jun 2002–Jun 2005 | Launched biosimilar products; vaccine portfolio strategy . |
| CavinKare Pvt. Ltd. | President | Sep 1994–Jun 2000 | Manyfold increase in revenues; multiple brand launches . |
External Roles
Not disclosed in HIND’s proxy/10-Q for Venkat; skip if not disclosed .
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary (current governing agreement) | $260,000 per annum | From VTI employment agreement currently governing his CEO role at HIND until a new agreement is executed . |
| Target Annual Bonus | Up to $133,572 | Contingent on defined milestones in VTI employment agreement . |
| Compensation Expense Recognized (CEO) | ~$195,000 (9M’24); ~$195,000 (9M’25) | Recorded as SG&A; reflects services pre/post merger periods . |
| Salaries Payable (CEO) | $328,708 (as of 9/30/2025) | Included in Salary and Employment Benefits Payable . |
Performance Compensation
- Annual bonus opportunity up to $133,572 is contingent on achieving milestones specified in the employment agreement; specific metric definitions, targets and weightings are not disclosed in the proxy/10-Q .
- Equity incentives are governed by the Vyome Holdings 2025 Equity Incentive Plan (board-administered; multi-award types incl. options, RSUs, PSUs; change-in-control acceleration; evergreen features) detailed below .
Equity Ownership & Alignment
| Metric | Amount / Policy | Detail |
|---|---|---|
| Beneficial Ownership | 615,236 shares; 10.07% | Footnote: 8 common shares + 615,228 fully vested stock options . |
| Shares Outstanding (record date) | 5,493,751 | For ownership percentage context . |
| Vested vs. Unvested | Fully vested options held (615,228) | As of 9/17/2025 . |
| Pledging / Hedging | Prohibited | Anti-hedging requires pre-clearance; pledging prohibited by policy . |
| Trading Windows / 10b5-1 | Windowed trading; no 10b5-1 adoptions Q3’25 | No director/officer 10b5-1 or non-Rule plans adopted/terminated in Q3’25 . |
| Recent Insider Filing | Form 4 filed Nov 17, 2025 | Discloses option grant under 2025 plan; /s/ Venkat Nelabhotla . |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Current Governing Agreement | VTI employment agreement (9/30/2019) governs HIND CEO until replaced | . |
| Severance (No Cause / Good Reason) | 75% of base salary + 75% of target bonus | . |
| Change-of-Control (Company Plan) | Single-trigger acceleration: 100% immediate vest/exercisability for options/SARs; RS/RSU restricted period expires; administrator may cancel awards for cash/stock value | . |
| Change-of-Control (VTI Agreement) | Full acceleration of all outstanding options/equity immediately prior to closing, subject to conditions | . |
| Clawback / Ownership Guidelines | Not disclosed | Proxy/10-Q do not specify . |
| Non-compete / Non-solicit | Not disclosed | . |
Board Governance
- Board structure and composition: 6 members; designated rights from merger agreement; Chairman: Krishna K. Gupta; CEO seat held by Nelabhotla . Independent directors: Gupta, Jolly, Pomichter, Tincoff .
- Committees: Audit (Jolly—Chair, Gupta, Tincoff), Compensation (Jolly—Chair, Gupta, Tincoff), Nominating & Governance (Gupta—Chair, Jolly, Pomichter), AI Committee (Gupta, Jolly, Pomichter) .
- Attendance: Each director attended ≥75% of board/committee meetings; non-employee directors meet in executive session at each regular board meeting .
- Director pay: Post-merger director compensation plan not yet approved; employee-director (Nelabhotla) receives no additional director fees .
Director Compensation (FY2024, pre-merger board for context)
| Name | Cash Fees ($) |
|---|---|
| Dan Gladney | 121,078 |
| Gary Blackford | 72,750 |
| Lori McDougal | 37,782 |
| Arda Minocherhomjee | 44,719 |
Note: Post-merger director plan pending; employee directors receive no director fees; Nelabhotla is an employee and the only employee-director .
Compensation & Equity Plan Architecture (Alignment/Risk Levers)
- 2025 Equity Incentive Plan: 2,000,000 shares initial reserve; evergreen annual increase up to lesser of 15% FD outstanding, 250,000, or board-determined lesser amount; awards include ISOs/NSOs, SARs, RS/RSUs, PSUs, cash/other equity; board/comp committee administers .
- Repricing safeguard: Any option/SAR repricing requires shareholder approval .
- Change-in-control treatment: Single-trigger acceleration to 100% vesting for options/SARs and restricted awards; administrator may cancel and pay award value; underwater options may be canceled without consideration .
- Securities authorized under plans at 12/31/2024: Options/warrants/rights to be issued 146; weighted-average exercise price 33,053; remaining available 1,764 (pre-merger legacy context) .
Say-on-Pay & Shareholder Voting Results (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Class I Director Elections (each nominee) | 3,955,644 | 1,772–1,774 | — | 301,440 |
| 2025 Equity Incentive Plan | 3,766,413 | 184,403 | 6,600 | 301,440 |
| Auditor Ratification | 4,248,216 | 10,081 | 559 | — |
| Advisory Vote on NEO Compensation | 3,945,592 | 11,052 | 772 | 301,440 |
Performance & Track Record
- Merger execution: HIND completed reverse recapitalization via merger with VTI on Aug 15, 2025; VTI became accounting acquirer; Nasdaq listing continued under “HIND” .
- Liquidity runway and capital raised: As of 9/30/2025, cash ~$5.7M; financing via private placement, ATM sales, warrant exercises; management expects ≥12–15 months operating runway subject to clinical timing .
- Operations focus: Lead program VT-1953 advancing toward pivotal trial discussions with FDA in 1H 2026; low revenue base from India licensing/royalties with Sun Pharma .
Related Party Transactions and Policies
- Consulting: Dr. Shiladitya Sengupta (director) consulting with VTI at $100,000/yr; received $151,939 stock awards in FY2024 .
- Anti-hedging/pledging and insider trading policy: Requires pre-clearance for hedging; prohibits margin accounts and pledging; restricts trading to post-earnings windows .
- Audit Committee oversight of related party transactions; independence determinations disclosed .
Risk Indicators & Red Flags
- Change-of-control single-trigger acceleration could create sale-event monetization pressure; equity award cancellation/payment features introduce payout optionality .
- Going-concern and financing needs: Company acknowledges need for substantial additional funding; outlines painful alternatives (delay, license, sell, cease ops) if capital unavailable .
- No pending litigation; auditor transitions completed; current disclosure controls deemed effective for Q3’25 .
Compensation Committee Analysis Points
- Committee composition entirely independent (Jolly—Chair, Gupta, Tincoff); oversees CEO comp changes, equity plan administration and philosophy .
- Shareholder-approved 2025 plan passed with clear support; plan includes evergreen and broad award flexibility aiding recruitment/retention .
Equity Ownership Detail (Skin-in-the-Game)
| Holder | Shares Beneficially Owned | % of Common |
|---|---|---|
| Venkat Nelabhotla | 615,236 | 10.07% |
| Footnote | 8 common + 615,228 fully vested options (CEO) | — |
Board Service History and Dual-Role Implications
- Service: Class II director since Aug 2025; term through 2026 annual meeting .
- Committees: None; all committees staffed by independent directors .
- Dual-role implications: CEO + director; independence addressed via executive sessions and committee independence; Chairman is independent (Gupta), mitigating CEO-chair concentration .
Investment Implications
- Alignment: 10% beneficial stake with predominantly fully vested options, anti-pledging/hedging policy and independent chair enhance governance alignment; shareholder support for equity plan and say-on-pay suggests latitude to deploy equity for retention .
- Retention and incentive risk: Single-trigger CIC acceleration and severance (0.75x salary + 0.75x target bonus) create predictable exit economics; milestone-based bonus without disclosed targets reduces transparency of pay-for-performance calibration .
- Funding overhang: Management’s explicit need for additional capital and low current revenues elevate dilution/financing risk; insider trading policy and absence of 10b5-1 plans in Q3’25 reduce opportunistic sales risk near-term, though recent Form 4 option grant reflects ongoing equity-based compensation cadence .
- Governance comfort: Independent committee oversight, executive sessions, and clear audit/comp/nominating roles provide framework for balanced oversight; AI Committee indicates strategic focus alignment with HIND’s innovation roadmap .