Sanjay Shrivastava - Director | enVVeno Medical (NVNO) Executive Profile & Compensation

About Sanjay Shrivastava

Independent Class I director at enVVeno Medical Corporation (NVNO) since October 2018; age 58. PhD in Materials Science & Engineering (University of Florida) and Bachelor of Engineering (Indian Institute of Technology). Over 24 years of medical device leadership spanning R&D, business development, marketing and CEO roles; currently CEO of Innova Vascular, Inc. .

Past Roles

Organization	Role	Tenure	Committees/Impact
Johnson & Johnson	Senior Director, Business Development	Prior role (years not disclosed)	Led acquisition/investment deals
BTG plc (acquired by Boston Scientific)	VP, Upstream Marketing & Strategy	Prior role	Worked on deals; ~$800M revenue business
Medtronic	Director, Global Marketing (Cardiac & Vascular Group)	Prior role	Built embolization business to substantial revenue/high CAGR over 6 years
Abbott Vascular	Peripheral vascular business	Prior role	Contributed to PV portfolio
Edwards Lifesciences	Transcatheter heart valve repair/replacement	Prior role	Worked on TAVR-related products
BlackSwan Vascular, Inc.	Co‑founder; Director	Prior role (sold in 2023)	Led strategic alliance including Sirtex acquisition; parent acquired BlackSwan in 2023

External Roles

Organization	Role	Tenure	Notes
Innova Vascular, Inc.	Chief Executive Officer	Current	Peripheral venous thrombectomy space
BlackSwan Vascular, Inc.	Board member	Prior	Acquired by Sirtex parent in 2023
Other public company boards	—	—	None disclosed

Board Governance

Independence: Determined independent under Nasdaq rules; serves on all three standing committees .
Committee assignments:
- Audit Committee member (Chair: Robert Gray); Shrivastava independent; committee oversees auditors, financial reporting, internal controls, and cyber risk .
- Compensation Committee Chair; oversees exec comp, plans, severance, change‑in‑control protections, CD&A disclosures .
- Nominating & Corporate Governance Committee member (Chair: Francis Duhay); handles director nominations and evaluations .
Attendance: Board met 5 times in 2024; all directors attended ≥75% of board meetings; committee attendance ≥67%; 100% attendance at Dec 18, 2024 annual meeting; policy requires director attendance at stockholder meetings barring extenuating circumstances .
Board structure: 5 members; staggered classes. Class I (Duhay, Shrivastava) serve until 2027. No Chairman; no Lead Independent Director designated (oversight via majority‑independent board) .

Fixed Compensation

Year	Cash Retainer (USD)	Option Awards (Grant Date; Options; Exercise Price; Grant Date Fair Value)
2024	$37,500	13,856 options granted 12/5/2023; $3.59 exercise price; $37,500 grant-date value; vested quarterly in 2024
2023	$37,500	8,403 options granted 11/30/2022; $6.70 exercise price; $37,500 grant-date value; vested quarterly in 2023
2025 program (granted Dec 2024)	—	19,752 options granted 12/18/2024; $2.57 exercise price; $37,500 grant-date value; vests quarterly during 2025

Non‑employee director program: Annual options worth up to $37,500; new directors typically get ~2,400 options plus RSUs worth up to $75,000 covering first three years; both vest ratably over three years while serving .
Plan cap: New 2025 Equity Incentive Plan caps total director comp (awards + cash) at $1,000,000 in initial year and $750,000 thereafter .

Performance Compensation

Grant Date	Instrument	Quantity	Exercise Price	Vesting Schedule	Performance Metrics
11/30/2022	Stock Options	8,403	$6.70	Equal quarterly portions Mar–Dec 2023; fully vested by 12/31/2023	None disclosed for director options (time‑based)
12/5/2023	Stock Options	13,856	$3.59	Equal quarterly portions Mar–Dec 2024; fully vested by 12/31/2024	None disclosed (time‑based)
12/18/2024	Stock Options	19,752	$2.57	Equal quarterly portions Mar–Dec 2025; fully vest by 12/31/2025	None disclosed (time‑based)

Clawback: Company has adopted a clawback policy in line with Nasdaq Rule 10D‑1; awards under the plan are subject to recoupment .
Repricing Risk: 2025 Plan expressly permits option/SAR repricing without stockholder approval (including exchanges or cash) — potential governance red flag if used .

Other Directorships & Interlocks

Company	Relationship to NVNO	Potential Interlock/Conflict
Innova Vascular, Inc. (private)	CEO role	Adjacent venous space; no related‑party transactions disclosed with NVNO
BlackSwan Vascular, Inc. (private; acquired)	Former director	No current NVNO transactions disclosed

Expertise & Qualifications

Deep medtech commercialization, upstream strategy, and transaction execution across J&J, BTG, Medtronic, Abbott Vascular, Edwards; CEO and board roles at start‑ups; advanced technical education (PhD materials science) aligned with device innovation .

Equity Ownership

Holder	Beneficial Shares	% Outstanding	Components/Notes
Sanjay Shrivastava	65,645	<1%	Includes 56,357 options currently exercisable or exercisable within 60 days of 10/17/2025; remainder presumed common shares
Shares Pledged/Hedged	—	—	No pledging/hedging disclosures in proxy; Section 16(a) filings timely in 2024

Governance Assessment

Strengths:
- Independent director with sector‑specific technical and commercial expertise; chairs Compensation Committee and serves on Audit and Nominating & Governance — enhancing board effectiveness across pay, risk/controls, and board composition .
- Solid engagement: board/committee attendance thresholds met; full attendance at 2024 annual meeting; policy requiring director attendance .
- Director pay structure emphasizes equity (options), aligning compensation with shareholder value; capped under 2025 Plan; clawback policy adopted .
Watch items / RED FLAGS:
- 2025 Equity Plan permits repricing/exchanges of options/SARs without stockholder approval — could weaken pay‑for‑performance alignment if exercised (monitor Compensation Committee decisions) .
- No Lead Independent Director designated; CEO also serves on board; independence maintained via majority‑independent board but oversight concentration warrants monitoring .
- External CEO role (Innova Vascular) in adjacent venous space: while no related‑party transactions are disclosed, ongoing monitoring of potential competitive/interlock conflicts is prudent .
Shareholder signals:
- 2024 election results: Shrivastava received 4,618,871 votes FOR and 1,447,863 WITHHELD; broker non‑votes 5,299,752 — majority support but notable withhold level suggests some investor scrutiny (e.g., governance or performance concerns) .
- 2024 Say‑on‑Pay passed (For 3,255,160; Against 2,665,653; Abstain 145,921); annual frequency set to 1 year — indicates ongoing shareholder oversight of compensation .

Appendices

Director Compensation Detail (Program Mechanics)

Element	Policy
Annual Director Options	Up to $37,500 grant‑date value; vest ratably over one year while serving
Initial Awards (new directors)	~2,400 options and RSUs up to $75,000 covering first 3 years; vest ratably while serving
2025 Plan Director Cap	$1,000,000 in first calendar year; $750,000 thereafter (cash + awards)

Board & Committee Structure

Committee	Members	Chair	Key Responsibilities
Audit	Gray; Jenusaitis; Shrivastava	Gray	Auditor oversight; financials; controls; cyber risk
Compensation	Shrivastava; Gray; Jenusaitis	Shrivastava	Exec comp strategy; goals; plans; severance; CD&A; report
Nominating & Governance	Duhay; Jenusaitis; Shrivastava	Duhay	Board candidacy; performance; stockholder nominations

Legal/Compliance

Certain Legal Proceedings: none for directors/officers over last 10 years, material to integrity assessment .
Related‑Party Transactions: none involving directors/officers above threshold during past two fiscal years (aside from institutional investor transactions described) .
Section 16(a): all Forms 3/4/5 timely in 2024 .