Sanjiv Razdan
About Sanjiv Razdan
Sanjiv Razdan, age 55, has served as President, Chief Executive Officer, and Director of The Joint Corp. since October 14, 2024; he is a non‑independent director with extensive franchise and consumer services leadership experience at YUM! Brands, Dine Brands’ Applebee’s, Sweetgreen, and The Coffee Bean & Tea Leaf. He holds a BS in Physics and Computer Science from St. Xavier’s College, completed a post‑graduate program in Hotel Administration with ITC Hotels, and has a Cornell University certificate in QSR Management . Company performance context around his tenure: in 2024, system‑wide sales were $530.3M (+9% YoY), revenue from continuing operations was $51.9M (+10% YoY), adjusted EBITDA from continuing operations was $2.7M, and cash from operations was $9.4M; unique patients reached 1.9M and patient visits were 14.7M . In Q2 2025, system‑wide sales were $129.6M (+2.6% YoY), revenue from continuing operations grew 5% YoY, and consolidated adjusted EBITDA was $3.2M (+52% YoY); unrestricted cash/equivalents were ~$29.8–$30.0M at quarter end .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Coffee Bean & Tea Leaf | President, Americas & India | 2021–May 2024 | Led operations across ~1,200 cafés in 30 countries, scaling consumer services and franchise capabilities |
| Sweetgreen, Inc. | Chief Operating Officer | Apr 2018–Jun 2020 | Drove operational scale across >230 locations with digital integration and supply chain optimization |
| Applebee’s (Dine Brands Global) | SVP & Chief Operations Officer | Nov 2014–Sep 2017 | Operated world’s largest casual dining chain (~$4.5B system sales), leading transformation for growth |
| YUM! Brands, Inc. | Various roles incl. Country GM for India | 1995–2014 (India role: Oct 2011–Oct 2014) | Built franchise networks and operational excellence across geographies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bluestone Lane | Former Director | — | Board experience in consumer services; current for‑profit board service allowed after Oct 2025 per employment terms, subject to non‑competition |
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Base salary | $550,000 | Per Employment Agreement, annually reviewed; effective Oct 14, 2024 |
| Signing bonus | $100,000 | Paid within 30 days of effective date; subject to pro‑rata repayment if voluntary resignation without Good Reason during initial term |
| Travel/Living allowance | $2,000/month | For Arizona residence or AZ–CA travel; hotel up to 4 weeks during transition |
| COBRA reimburse (short‑term) | Up to $5,000/month | From effective date until eligible for company benefits |
| Attorney fee reimburse | Up to $7,500 | For review of definitive agreements |
| 2024 cash paid | Salary $127,703; bonus $100,000 | Reported NEO compensation partial year |
Performance Compensation
| Program | Metric | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Executive STIP (annual) | EBITDA (company), pool funding vs target | Target set annually by Board; Combined Pool funded if ≥85% of maximum; CEO target up to 100% of base (can increase to 125% if Revised EBITDA > target) | Not disclosed for 2024 | No STIP line item reported for Razdan in 2024 (—) | Paid following audited results; pro‑rata based on eligibility |
| Annual LTI under stock plan | RSUs and/or Options | Target value equal to 100% of base salary annually | Granted per Compensation Committee | Time‑based vesting | 4‑year vest; change‑of‑control acceleration |
Notes: The STIP is EBITDA‑based with threshold mechanics and discretionary Board approval if threshold not met. CEO’s maximum increases to 125% with excess performance; detailed weighting and specific annual targets/payout calculations are not disclosed .
Equity Awards (Grants, Terms, Vesting)
| Award | Grant date | Shares/Units | Exercise price | Fair value | Vesting | Expiration | Special terms |
|---|---|---|---|---|---|---|---|
| Inducement RSU | Oct 14, 2024 | 38,059 | — | $400,000 (SCT grant‑date value) | 25% on each of first four anniversaries of grant date (10/14/2025, 2026, 2027, 2028) | — | 100% vests on change‑of‑control if employed at consummation |
| Inducement NSO | Oct 14, 2024 | 38,059 | $10.51 | $236,532 (SCT grant‑date value) | 25% on each of first four anniversaries of grant date | Oct 14, 2034 | 100% vests on change‑of‑control if employed at consummation |
| Outstanding at 12/31/2024 | Exercisable opts (#) | Unexercisable opts (#) | Exercise price | Unvested RSUs (#) | Market value of unvested RSUs |
|---|---|---|---|---|---|
| CEO | 0 | 38,059 | $10.51 | 38,059 | $404,567 (at $10.63/share) |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (3/24/2025) | 89,032 shares; less than 1% of outstanding |
| Shares outstanding (record date) | 15,322,532 |
| Options – exercisable vs unexercisable | Exercisable: 0; Unexercisable: 38,059 at $10.51 |
| RSUs – unvested | 38,059 units |
| Hedging/pledging policy | Prohibits short sales, hedging/monetization, public options, and pledging/margin accounts |
| Stock ownership guidelines | CEO: 3× annual total cash compensation; 5 years to comply |
| Compliance status | Not disclosed (newly appointed Oct 2024) |
Employment Terms
| Term | Provision |
|---|---|
| Agreement term | 1 year from Oct 14, 2024; auto‑renews for successive 1‑year terms unless notice 90 days prior to expiry |
| Severance (no cause or Good Reason) | 12 months base salary; any earned bonus prior to termination; COBRA reimburse for 12 months (less active employee contribution) |
| Change‑of‑control (equity) | Inducement RSUs/Options accelerate vesting on change‑of‑control if employed at consummation |
| Non‑compete | 12 months post‑termination; duties substantially similar to Services; Territory: within 25‑mile radius of any Company or franchise location existing/known at termination |
| Non‑solicit | 12 months post‑termination; clients and employees |
| Confidentiality | Ongoing; trade secret protections; DTSA notice |
| Mutual non‑disparagement | During restricted period; Company instructs officers/directors to refrain |
| Arbitration/waiver of jury | AAA commercial rules; waiver of jury trial; Arizona law; 409A provisions |
| Other | Board service permitted: after 1 year, may serve on one for‑profit non‑competitor board, and non‑profit boards, if not interfering with duties |
| Related party transactions | None reportable under Item 404(a) for Razdan |
Performance & Track Record
| Period | KPI | Value |
|---|---|---|
| FY 2024 | System‑wide sales | $530.3M (+9% YoY) |
| FY 2024 | Revenue from continuing operations | $51.9M (+10% YoY) |
| FY 2024 | Net loss from continuing operations | $(1.5)M (vs. $(10.8)M) |
| FY 2024 | Adjusted EBITDA (continuing) | $2.7M (vs. $4.5M) |
| FY 2024 | Cash from operations | $9.4M |
| FY 2024 | Patients/Visits | 1.9M unique, 14.7M adjustments |
| 2022–2024 TSR (company pay‑vs‑performance table) | Value of $100 initial investment | $79 (2024), $85 (2023), $84 (2022) |
| Q2 2025 | System‑wide sales | $129.6M (+2.6% YoY) |
| Q2 2025 | Comp sales (clinics ≥13 months) | +1.4% |
| Q2 2025 | Revenue (continuing) | +5% YoY |
| Q2 2025 | Consolidated adjusted EBITDA | $3.2M (+52% YoY) |
| Q2 2025 | Unrestricted cash and equivalents | ~$30.0M ($29.8M reported at 6/30/25) |
Key operational initiatives under Razdan:
- Refranchising momentum: reduced corporate clinics from 13% to 8%; sold 31 corporate clinics in AZ/NM for ~$11.1M gross proceeds ($8.3M cash received) and acquired NW Regional Developer rights for $2.8M; sold 5 Kansas City clinics; 37 clinics refranchised in Q2 2025 .
- Marketing pivot to pain‑relief brand campaign (“Life Unpaused”), SEO improvements, and app launch to extend patient lifetime value; dynamic revenue management with nominal price actions and “kickstart” plan for supplemental adjustments; exploration of buy‑now‑pay‑later .
Risk items:
- Restatement: Company announced intent to restate FY 2024 and Q1 2025 financials due to impairment valuation method errors; expected to decrease 2024 net loss and increase 2025 net income; no impact expected on adjusted EBITDA .
Board Governance and Director Service
- Director since 2024; non‑independent; no committee assignments as an employee director .
- Board has seven members; all non‑employee directors independent under Nasdaq/SEC rules; Lead Director (Matthew E. Rubel) coordinates agendas and serves as independent stockholder contact .
- Committees are fully independent: Audit, Compensation, Nominating & Governance; Razdan is not a member .
- Executive sessions: Board regularly excuses Razdan and executive officers to review CEO performance and hold discussions without management .
- Stock ownership guidelines for directors: 2× annual cash retainer within five years; independence reinforced by anti‑hedging/pledging policy .
Dual‑role implications:
- CEO + Director structure balanced by absence of combined Chair/CEO (no Board Chair currently), presence of Lead Director, fully independent committees, and executive sessions without management, mitigating independence concerns .
Director Compensation (Context)
- Employee directors (e.g., CEO) are not included in non‑employee director compensation tables; non‑employee directors received $50,000 cash retainer and $50,000 in restricted stock vesting at ≤1 year; chair and committee stipends apply . Razdan’s director compensation is not separately disclosed, consistent with employee director practice .
Compensation Structure Analysis
- Cash vs equity mix: As a new CEO in 2024, compensation was equity‑heavy (inducement RSUs/Options $636,532) vs partial‑year salary $127,703 and signing bonus $100,000; annual LTI target equals 100% of base, indicating strong equity emphasis .
- Shift to RSUs from options: Company has generally not granted options since 2021 except for Razdan’s inducement option in 2024, reflecting broader pivot to RSUs for risk moderation and alignment; the inducement preserved option exposure at modest size .
- Performance metric alignment: STIP tied to EBITDA, with explicit threshold and scaling to excess performance; pay‑vs‑performance table shows compensation actually paid sensitivity to TSR; clawback policy adopted in 2023 .
- No repricing/modification disclosure for Razdan’s awards; anti‑hedging policy reduces misalignment risk .
Related Party Transactions
- None for Razdan under Item 404(a) .
- Broader company related party items include transactions involving director/holder Jefferson Gramm and affiliates (franchise licenses, loan to an unaffiliated franchisee, standstill agreement), at terms no less favorable to the company; not directly related to Razdan .
Equity Ownership & Insider Selling Pressure
- Ownership: 89,032 shares beneficially owned (<1%); significant unvested RSUs (38,059) and unexercisable options (38,059) create multi‑year vesting over 2025–2028, which can be a calendar for potential Form 4 activity on vest dates under trading windows .
- Anti‑hedging/pledging: Prohibitions suggest reduced risk of hedging or pledging‑related sell pressure .
- Stock ownership guidelines: 3× total cash comp target within five years may encourage retention and additional share accumulation over time .
Compensation Peer Group & Governance
- Compensation Committee uses Korn Ferry market data (survey and proxy peers) biennially; next evaluation expected 2025; Committee retains independent consultants and administers clawback policy; CEO has limited delegated authority for non‑Section 16 hires . Target percentile, specific peer constituents not disclosed .
Say‑on‑Pay & Shareholder Feedback
- 2025 advisory vote on executive compensation recommended FOR by Board; frequency vote expected in 2026; historical approval percentages not disclosed .
Investment Implications
- Alignment and retention: Equity‑heavy package with four‑year vesting and ownership guidelines supports alignment; 12‑month non‑compete/non‑solicit and severance (12 months base) reduce near‑term retention risk .
- Potential selling pressure: RSU/option vesting across Oct 2025–Oct 2028 can create periodic Form 4 activity; anti‑hedging/pledging policy mitigates risk of leveraged selling .
- Execution risk and levers: Razdan’s plan emphasizes refranchising, brand repositioning to pain relief, dynamic pricing, and digital/app growth; early refranchising proceeds and RD buybacks bolster cash and operating leverage, but comps softness and macro headwinds remain near‑term risks; announced restatement introduces reporting complexity but expected no adjusted EBITDA impact .
- Governance quality: Independent committees, Lead Director, executive sessions, and anti‑hedging policy offset CEO/director dual‑role independence concerns; no related‑party issues for Razdan .
Overall: The compensation structure is equity‑centric with clear EBITDA‑linked incentives and robust clawback/anti‑hedging policies. The refranchising strategy and capital allocation (e.g., RD buybacks, repurchases) under Razdan materially improve cash and operating leverage; watch for progress on comps, app adoption, and marketing ROI as leading indicators of pay‑for‑performance alignment .