Pravin Chaturvedi
Jaguar HealthAbout Pravin Chaturvedi
Pravin Chaturvedi, Ph.D., age 62, is Chief Scientific Officer (CSO) and Chair of the Scientific Advisory Board at Jaguar Health (JAGX) since March 1, 2022, following service as SAB Chair since 2017. He holds a Ph.D. in Pharmaceutical Sciences (West Virginia University) and a Bachelor’s in Pharmacy (University of Bombay), with 30+ years leading drug development across epilepsy, HIV, hepatitis C, memory, and gastrointestinal disorders, including prior roles at Vertex, Alkermes, and Parke-Davis/Warner-Lambert; he has co-founded and led multiple biotechs and serves on several boards and as adjunct faculty at Georgetown since 2013 . Company pay-versus-performance disclosure shows cumulative TSR deterioration (value of $100 investment fell from $42.54 in 2021 to $0.01 in 2024) alongside narrowing net losses from $(52.6)m to $(39.25)m, framing challenging shareholder returns during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Napo Pharmaceuticals | President & CSO; Scientific Adviser | 2006–2013; 2013–2017 | Led development/commercialization across GI and other therapeutic areas |
| Scion Pharmaceuticals | President, CEO, Director | 2001–2004 | Executive leadership of early-stage biotech |
| IndUS Pharmaceuticals | Chairman & Director | 2005–2007; 2010–2015; since 2017 | Founded and led cross-border biotech platform |
| Pivot Pharmaceuticals | President & CEO | 2015–2017 | Post-merger leadership after IndUS/Pivot combination |
| Oceanyx Pharmaceuticals | CEO & Director | since 2011 | Co-founded; ongoing executive leadership |
| Vertex Pharmaceuticals | Head of Lead Evaluation | 1994–2001 | Preclinical/lead evaluation across multiple programs |
| Alkermes | Preclinical Group | 1993–1994 | Preclinical research |
| Parke-Davis/Warner-Lambert (Pfizer) | Product Development | 1988–1993 | Early career product development |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IndUS, Oceanyx, Enlivity, Cellanyx | Board member | Various; ongoing | Governance/strategic guidance for emerging biotechs |
| Georgetown University | Adjunct Faculty | since 2013 | Academic contributions in pharmaceutical sciences |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 387,917 | 465,500 | 470,271 |
| Target Bonus (%) | 30% (offer letter) | 30% (offer letter) | 30% (offer letter) |
| Actual Bonus Paid ($) | 80,560 | — | 70,235 |
| Option Awards ($, ASC 718) | — | — | 47,771 |
| Stock Awards ($, ASC 718) | 101,613 | 109,222 | 6,349 |
| All Other Compensation ($) | 39,721 | 52,412 | 52,001 |
| Total Compensation ($) | 609,811 | 627,134 | 646,627 |
| Base Salary Adjustment | Hired at $465,500 on 3/1/2022 | No increase in 2023 | Increased to $484,585 effective 10/1/2024 |
Notes: All Other Compensation includes incremental health insurance premiums .
Performance Compensation
| Incentive Type | Metric/Terms | Grant/Period | Quantity | Price/Strike | Vesting | Payout/Value |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Target 30% of base; metrics not specified | FY2022 | — | — | Cash | $80,560 |
| Annual Cash Bonus | Target 30% of base; metrics not specified | FY2023 | — | — | Cash | $0 (“—”) |
| Annual Cash Bonus | Target 30% of base; metrics not specified | FY2024 | — | — | Cash | $70,235 |
| RSU | Time-based grants | 4/5/2021 | 0.24 units | $672,000 grant-date price | Two-thirds vested/settled by 2022 | ASC 718 in SCT |
| RSU | Time-based grants | 3/28/2022 | 1 unit | $58,500 grant-date price | Two-thirds vested/settled | ASC 718 in SCT |
| RSU | Time-based grants | 8/14/2023 | 136 units | $795.00 grant-date price | Typical time vesting | ASC 718 in SCT |
| RSU | Time-based grants | 10/8/2024 | 196 units | $806.25 grant-date price | Typical time vesting | ASC 718 in SCT |
| Stock Options | New grant | 10/8/2024 | 1,575 | $32.25 exercise price | Typically ratable over 3 years; 10-year term standard plan | ASC 718 in SCT |
| Stock Options | Legacy grant | 4/5/2021 | 0.53 | $671,625 exercise price (post reverse splits) | Unvested portion canceled 12/27/2022 with $300 cash consideration | — |
- Equity awards for current NEOs vest upon change in control (accelerated vesting) .
- Options typically vest ratably over three years; plan prohibits below-FMV strike and caps terms at 10 years .
- 12/27/2022: Unvested 4/5/2021 options canceled with $300 paid to each NEO, including Dr. Chaturvedi .
Equity Ownership & Alignment
| Snapshot Date | Direct Common | Options Exercisable ≤60 days | Weighted Avg Option Strike | Warrants | Warrant Strike | Convertible Note Shares | % of Common |
|---|---|---|---|---|---|---|---|
| 7/8/2025 | 137 | 437 | $32.25 | 3,600 | $5.43 | — | <1% |
| 10/31/2025 | 202 | 612 | $32.25 | 3,600 + 7,304 | $5.43; $2.70 | 3,766 | <1% |
- Policy prohibits hedging and pledging without advance approval; no exceptions approved in the last fiscal year .
- Stock ownership guidelines not disclosed in the proxy; Section 16 compliance noted with one late Form 4 filed for Dr. Chaturvedi on April 17, 2024 .
Employment Terms
| Term | Detail |
|---|---|
| Employment start/date | Offer letter effective March 1, 2022; at-will; base salary $465,500; eligible for annual target bonus of 30%; benefits consistent with employees |
| Current base salary | Increased to $484,585 effective October 1, 2024 |
| Severance (change-in-control window) | If terminated without Cause or for Good Reason within 3 months following a change in control: 12 months base salary severance, 12 months COBRA premiums, acceleration of all unvested options/RSUs, and extended option exercise window to 1 year post-termination; contingent on release |
| Change-in-control equity | All stock options and RSUs for current NEOs vest/exercisable upon change in control |
| Clawback policy | Adopted to comply with SEC/Nasdaq rules (Section 954). Company will recover incentive-based compensation upon a qualifying accounting restatement |
| Indemnification | Standard Delaware-law indemnification agreements for directors and officers |
| Plan mechanics | Options struck ≥ FMV; standard 10-year term; forms of consideration include cash, cashless/net exercise; ISO limits and post-termination restrictions defined |
| Tax and parachute | Section 280G excise tax risk on excess parachute payments; Section 409A compliance intent for awards |
Performance & Pay Versus Performance Context
| Year | Non-PEO NEO Avg SCT Total ($) | Non-PEO NEO Avg Compensation Actually Paid ($) | Value of $100 Investment (TSR) | Net Loss ($ thousands) |
|---|---|---|---|---|
| 2021 | 929,294 | 598,918 | 42.54 | (52.60) |
| 2022 | 592,096 | 442,188 | 3.55 | (48.40) |
| 2023 | 560,486 | 472,646 | 0.08 | (41.90) |
| 2024 | 578,612 | 552,364 | 0.01 | (39.25) |
Note: Non-PEO NEO averages include Dr. Chaturvedi among others in years shown; TSR series reflects cumulative value and highlights sustained shareholder return pressure .
Compensation Structure Analysis
- Mix: 2024 compensation for Dr. Chaturvedi was majority cash (salary + bonus) with modest equity grant-date values ($47,771 options; $6,349 stock), indicating limited at-risk equity exposure relative to cash that year .
- Equity cadence: RSUs granted annually (2022–2024) with significant price inflation due to reverse splits; options granted in 2024 after no options in 2022–2023; 2021 legacy options were partially canceled in 2022, each NEO receiving $300 compensation (repricing not used; cancellation for cash) .
- Change-in-control: Single-trigger acceleration on equity awards paired with a narrow double-trigger severance window (3 months post-CIC), which can elevate sale/merger event realizable pay irrespective of operating performance .
- Bonus governance: Target set at 30% of base; specific performance metrics not disclosed. 2024 payout (~$70k) equates to ~50% of target based on salary earned, suggesting partial achievement or committee discretion .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; no approved exceptions (alignment positive) .
- Equity acceleration: Full vesting on CIC (risk of pay unrelated to long-term performance) .
- Reverse splits: Multiple reverse splits materially affect per-share grant/option values and optics; legacy options at extreme strikes were canceled for nominal cash in 2022 .
- Section 16 timeliness: One late Form 4 filing noted for Dr. Chaturvedi (April 17, 2024), indicating minor compliance lapse (low significance) .
Equity Ownership & Alignment Commentary
- Skin-in-the-game: Beneficial ownership remains <1% with a mix of directly held common, short-window exercisable options, and multiple warrants/convertible note exposures; structural instruments cap beneficial ownership at 4.99% post-exercise/conversion, limiting alignment via larger ownership stakes .
- Vested vs unvested: Proxy disclosures provide only “exercisable or will become exercisable ≤60 days” snapshots; detailed unvested RSUs/options and remaining schedules are not itemized—limits precision in sell-pressure timing estimation .
Employment Terms – Severance & Change-of-Control Economics
| Component | Economics |
|---|---|
| Severance cash | 12 months base salary if terminated without Cause or for Good Reason within 3 months post-CIC |
| Healthcare continuation | 12 months COBRA premiums paid |
| Equity treatment | Full acceleration of unvested options/RSUs upon termination in CIC window; extended option exercise to 1-year post-termination |
| Trigger design | Double-trigger severance within 3 months post-CIC; single-trigger equity acceleration at CIC |
| Clawback | Restatement-triggered recovery per SEC/Nasdaq—applies to incentive-based comp |
Investment Implications
- Alignment: Low direct ownership and extensive CIC acceleration weaken long-term performance linkage; hedging/pledging prohibitions partially mitigate misalignment risk .
- Retention: Standard cash severance and COBRA, plus CIC equity acceleration and 1-year exercise window, provide retention until potential transaction; limited ongoing unvested equity detail constrains granular assessment of forward sell pressure .
- Performance signal: Cash-heavy recent pay mix with modest equity grants and opaque bonus metrics amid multi-year TSR deterioration suggests compensation not tightly tethered to shareholder outcomes; however, net losses have narrowed, potentially improving future bonus realization if metrics align with operating progress .
- Trading/flow: Warrants and convertibles held by executives (subject to 4.99% caps) may influence dilution dynamics and near-term float; monitor Form 4s for RSU settlements and option exercises around vesting and blackout windows (not retrievable via tool due to API authorization error during this session) .