Hamed Alavi
enVVeno MedicalAbout Hamed Alavi
Dr. Hamed Alavi is Senior Vice President and Chief Technology Officer at enVVeno Medical, having joined in July 2020 and advanced to VP in January 2021; he holds a Ph.D. in biomedical engineering from UC Irvine, with prior engineering leadership roles at NaviGate Cardiac Structures, Medtronic CVG, and Edwards Lifesciences, and his work on hybrid tissue/implantable devices has been recognized by the American Heart Association . As of the 2024 record date, he was 41 and commenced service with enVVeno in 2023 in the CTO role; his employment agreement (dated July 29, 2020) sets base salary and bonus eligibility and defines severance terms . Company-level “Pay vs Performance” shows cumulative TSR of $77.39 in 2022, $78.00 in 2023, and $45.83 in 2024 alongside net losses of $(24.67)M, $(23.52)M, and $(21.82)M, respectively . FDA decisions in 2025 regarding VenoValve (not-approvable and appeal denial) heighten execution risk for performance-based vesting tied to PMA, though the company is pivoting resources to its next-generation enVVe device .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| enVVeno Medical | Director, R&D and Quality; promoted to VP R&D & Quality (Jan 2021); later SVP & CTO | Not disclosed | Drove early-stage cardiovascular device technologies to commercialization; leadership across engineering and quality |
| NaviGate Cardiac Structures | Head of Engineering | Not disclosed | Developed tricuspid valve replacement and delivery systems |
| Medtronic Cardiac & Vascular Group | Engineering roles | Not disclosed | Advanced early-stage medical device technologies |
| Edwards Lifesciences (Center for Advanced Cardiovascular Technology) | Engineering roles | Not disclosed | Innovation in implantable devices; hybrid tissue; industry-recognized work |
External Roles
No public company board or external directorships disclosed in the proxy for Alavi .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 240,000 | 300,000 | 300,000 (board raised to $300,000 in Nov 2022, in effect for 2024) |
| Target Bonus (%) | Up to 25% of base | Up to 25% of base | Up to 25% of base |
| Actual Bonus Paid ($) | — | 60,000 | 46,500 |
| All Other Compensation ($) | 20,966 (healthcare $9,211; 401(k) $11,755) | 24,390 (healthcare $9,505; 401(k) $14,885) | — |
Notes:
- In 2021, Alavi received a cash bonus of $40,000 .
- Salary progression: $190,000 (initial, 2020), $240,000 (Nov 2021), $300,000 (Nov 2022) .
Performance Compensation
Incentive Structure and Metrics
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Discretionary, tied to KPIs set annually by Compensation Committee | Not disclosed | Achieve annual KPIs | Not disclosed (paid $60k in 2023; $46.5k in 2024) | Discretionary | Year-end, per Committee |
| RSUs (50,000, granted 11/30/2021) | FDA PMA approval for VenoValve (Board removed SAVVE endpoint; all 50k conditioned on PMA) | Not disclosed | PMA approval | Not achieved as of 2025 (FDA not-approvable Aug 2025; appeal denied Nov 2025) | 0% to date | Vests upon PMA approval |
| Options (service-vested) | Service tenure | Not applicable | Quarterly vest over 3 years (some with 6-month cliff) | Ongoing vesting | N/A (value realization via exercise) | Quarterly over 3 years |
Equity Awards – Grants and Terms
| Grant Date | Type | Shares | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| 02/18/2021 | Options | 320,000 | $8.20 | Equal quarterly over 3 years; 6-month cliff | Granted at closing price on grant date |
| 11/30/2021 | Options | 125,925 | $6.70 | Equal quarterly over 3 years | Granted at closing price on grant date |
| 11/30/2021 | RSUs | 50,000 | N/A | Performance-based (PMA approval) | First milestone (SAVVE endpoints) removed 12/5/2023; all RSUs vest on PMA |
| 12/04/2023 | Options | 100,000 | $3.59 | Equal quarterly over 3 years | Granted at closing price |
| 12/18/2024 | Options | 75,000 | $2.57 | Equal quarterly over 3 years | Granted at closing price |
Outstanding Equity Awards (as of 12/31/2023)
| Award | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Options (granted 07/18/2020) | 8,000 | — | 10.00 | 07/18/2030 |
| Options (granted 02/18/2021) | 306,076 | 13,924 | 8.20 | 02/18/2031 |
| Options (granted 11/30/2021) | 83,950 | 41,975 | 6.70 | 11/30/2031 |
| Options (granted 11/30/2022) | 33,332 | 66,668 | 6.70 | 11/30/2032 |
| Options (granted 12/05/2023) | 2,407 | 97,593 | 3.59 | 12/02/2033 |
| RSUs (granted 11/30/2021) | — | 50,000 | Market value: $257,000 at 12/30/2023; $151,000 at 12/31/2024 | Vest upon PMA |
Grant-date fair value (SCT disclosure):
- Options fair value in 2023: $284,798 (100,000 options on 12/5/2023) .
- Options fair value in 2022: $467,032 (100,000 options on 11/30/2022) .
Equity Ownership & Alignment
| Metric | As of Record Date 2024 | As of Record Date 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 539,662 | 631,008 |
| Ownership (%) | 3.0% (out of 17,535,948 shares outstanding) | 3.0% (out of 20,216,176 shares outstanding) |
| RSUs Unvested (count; market value) | 50,000; $257,000 at 12/30/2023 | 50,000; $151,000 at 12/31/2024 |
| Options – Exercisable vs Unexercisable (12/31/2023) | Exercisable: 433,765 (sum of lines) | Unexercisable: 220,160 (sum of lines) |
Alignment policies:
- Insider Trading Policy: formal policy adopted; designed to prevent insider trading .
- Clawback Policies: defined under 2025 Equity Plan to comply with Dodd-Frank/SOX and applicable listing standards .
- Pledging/Hedging: Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise hypothecated until restrictions lapse; broader executive pledging/hedging prohibitions not specifically disclosed in proxy .
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | Dated July 29, 2020; role Senior VP & CTO |
| Base Salary | $190,000 initial; increased to $240,000 (Nov 2021) and $300,000 (Nov 2022) |
| Annual Bonus | Eligible up to 25% of base; discretionary based on KPIs set annually |
| Severance | If terminated without “Cause” (not death/disability) or resigns for “Good Reason”: 3 months of severance per year of employment, up to 12 months, plus accrued benefits |
| Vesting on Termination | Unvested securities vest or terminate per grant terms (no explicit automatic acceleration) |
| Definitions | “Cause,” “Good Reason,” and “Change of Control” definitions summarized in proxy and 2025 Equity Plan |
| Indemnification | Company provides indemnification to officers to fullest extent permitted; D&O insurance intended |
Compensation Structure Analysis
- Shift toward service-vested options and milestone RSUs: Multiple option grants vest quarterly over three years; RSUs are fully contingent on VenoValve PMA approval (Board tightened vesting to single PMA condition on 12/5/2023), increasing at-risk pay sensitivity to regulatory outcomes .
- Discretionary cash bonuses despite losses: Bonuses paid ($60k in 2023; $46.5k in 2024) amid ongoing net losses suggest partial use of discretionary pay tied to internal KPIs rather than GAAP profitability .
- No disclosed tax gross-ups or retention/sign-on bonuses: Not disclosed in the proxy for Alavi .
- Equity plan flexibility: 2025 Equity Plan permits award repricing/option exchange programs and Administrator acceleration, which can be shareholder-sensitive features; plan caps director awards, defines clawbacks, and broad performance criteria .
Risk Indicators & Red Flags
- Regulatory setback risk: FDA not-approvable letter (Aug 2025) and unfavorable appeal (Nov 2025) delay or jeopardize PMA-tied RSU vesting; shifts focus to enVVe, potentially altering near-term incentive realizations .
- Option termination right: 2025 Plan allows Board to terminate options if FMV falls >50% below strike for >90 consecutive business days—could affect realized value/alignment in prolonged drawdowns .
- No disclosure of share pledging or hedging by executives beyond RS restrictions: Broader pledging/hedging policy not detailed; monitor form filings for pledging risks .
- Pay vs performance: CAP for non-CEO NEOs varied materially; TSR declined in 2024, heightening scrutiny of compensation outcomes versus shareholder returns .
Compensation Peer Group & Say-on-Pay
- Peer group composition, target percentile, and changes over time: Not disclosed in the proxy .
- Say-on-Pay proposals presented (2024, 2025), but approval percentages not disclosed in excerpts here; vote required is majority of shares present and entitled to vote .
Expertise & Qualifications
- Education: Ph.D. and M.S. in biomedical engineering (UC Irvine); B.S. in mechanical engineering; recognized by AHA for pioneering work in hybrid tissue/implantable devices .
- Technical domains: Early-stage cardiovascular device conception-to-commercialization; leadership in engineering/quality .
- CEO succession status: Not disclosed.
Work History & Career Trajectory
- enVVeno: Joined 2020; rose to VP (2021), then SVP/CTO; led R&D/Quality .
- Prior employers: NaviGate Cardiac Structures (Head of Engineering); Medtronic CVG; Edwards Lifesciences/Central research hub .
Equity Ownership & Outstanding Awards – Detail (as of 12/31/2023)
| Category | Detail |
|---|---|
| Beneficial ownership | 539,662 shares; 3.0% |
| RSUs unvested | 50,000 (PMA approval condition; market value $257,000 at 12/30/2023; $151,000 at 12/31/2024) |
| Options outstanding | Exercisable 433,765; Unexercisable 220,160 across 5 tranches with strikes $10.00, $8.20, $6.70, $6.70, $3.59; expirations 2030–2033 |
Investment Implications
- Pay-for-performance alignment hinges on regulatory milestones: RSUs vest only on VenoValve PMA; with 2025 FDA setbacks, equity realization for Alavi shifts to service-vested options and future enVVe progress—oversight should track plan-level performance criteria and Administrator discretion for acceleration .
- Selling pressure windows: Quarterly option vesting through 2026–2027 across multi-year grants creates periodic liquidity windows; monitor trading windows and insider trading policy enforcement; no proxy disclosure of pledging/hedging beyond RS restrictions .
- Retention risk moderated by severance terms: Severance of 3 months per year up to 12 months (with “Good Reason”) provides baseline retention economics; lack of explicit CoC acceleration in employment terms suggests grant-level control of vesting outcomes, reducing windfall risk .
- Ownership alignment: 3.0% beneficial ownership (2024–2025) with substantial vested/unvested options indicates meaningful upside participation; however, plan features permitting repricing/termination necessitate careful governance scrutiny in downturns .