Chirinjeev Kathuria
About Chirinjeev Kathuria
Founder and Executive Chairman of Ocean Biomedical; age 58; serves on the Board since inception; education includes B.S. and M.D. from Brown University and an MBA from Stanford . He signed CEO certifications as the Principal Executive Officer for the FY2024 Form 10‑K, indicating responsibility for disclosure controls and internal control over financial reporting . Ocean Biomedical is a “controlled company,” with board independence exceptions, and the Board explicitly separates CEO and Chairman roles, relevant for dual-role governance considerations . Company-level TSR/revenue/EBITDA performance metrics are not disclosed for his compensation; no Kathuria-specific performance targets are presented in the proxy or 10‑K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| UpHealth, Inc. | Co‑founder; Director | n/a | Digital health company; ongoing governance contribution |
| AIRO Group, Inc. | Co‑founder; Chairman of the Board | March 2020–present | End‑to‑end avionics/mobility solutions; leadership since inception |
| New Generation Power | Co‑founder | February 2009 | Energy ventures leadership |
| American Teleradiology NightHawks, Inc. | Co‑founder | March 2003 | Merged with NightHawk Radiology; combined company listed on Nasdaq in Oct 2006 |
| The X‑Stream Networks Inc. | Director | March 1998–March 2000 | Sold to Liberty Surf; later listed in Paris |
| MirCorp | Founding Director | January 1999 | First commercial company to privately launch/fund manned space programs |
| Morgan Stanley | Manager | 1994–1995 | Helped establish first India office for a U.S. investment bank |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| UpHealth, Inc. | Director | n/a | Public company board service |
| AIRO Group, Inc. | Chairman | March 2020–present | Chair since inception |
Fixed Compensation
No executive employment agreement terms, base salary, target/actual bonus, or perquisites are disclosed for the Executive Chairman in the latest proxy/10‑K. Ocean’s proxy states no written agreements with the current CEO and CFO; Executive Chairman pay terms are not provided .
Performance Compensation
- Executive‑level performance metrics (revenue, EBITDA, TSR, ESG) tied to Kathuria’s compensation are not disclosed .
- Equity plan architecture (company‑wide):
- 2025 Equity Incentive Plan reserves 30,000,000 shares; supports options, warrants, RSUs, preferred stock; 10‑year max term; FMV strike price; potential vesting acceleration and cashout mechanics on Change in Control .
- Non‑employee director policy: initial grant of 75,000 options at $10.00 per share (Black‑Scholes fair value ~$3.73), vesting monthly over 3 years; grants made Feb 15, 2023 (applies to non‑employee directors; Kathuria is an employee director) .
- Clawback policy adopted under Nasdaq Rule 5608/Exchange Act Rule 10D‑1 for executive incentive compensation recovery upon any “Big R”/“little r” restatement; prohibits indemnification and defines 3‑year clawback window .
Illustrative (non‑employee director) equity award mechanics
| Feature | Terms | Source |
|---|---|---|
| Initial option grant | 75,000 options at $10.00; vest monthly over 3 years | |
| Fair value methodology | Black‑Scholes (vol 75%, term 6.5y, risk‑free 4%) | |
| 2023 stock‑based comp | ~$0.6M expense for options/warrants (G&A) |
Equity Ownership & Alignment
| Metric | Aug 3, 2023 | Feb 21, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 23,299,608 | 22,199,608 |
| Ownership (%) of outstanding | 68.5% (out of 34,012,724) | 15.79% (out of 140,584,743) |
| Direct shares | 456,852 | 456,852 |
| Indirect via Poseidon Bio, LLC | 22,842,756 | 21,742,756 |
| Notes | Kathuria is a managing director of Poseidon, controls voting equity; disclaims beneficial ownership beyond pecuniary interest |
- Ocean is a “controlled company” under Nasdaq/SEC rules, reflecting significant insider influence .
- Insider trading policy prohibits pledging, short‑term/speculative trading, hedging, and mandates pre‑clearance and blackout windows; permits Rule 10b5‑1 plans with cooling‑off periods and certifications .
- No disclosure of pledged or hedged shares for Kathuria; policy bans pledging absent exceptions .
Employment Terms
- No executive employment agreements disclosed for CEO/CFO; Executive Chairman contract terms, severance or change‑of‑control economics are not presented .
- Equity plan provides Change‑in‑Control vesting/termination cashout mechanics at the award level (options/warrants/RSUs), subject to committee discretion; relevant only if the Executive holds awards .
Board Governance
- Role: Founder, Executive Chairman, Director (employee director) .
- Independence: Board determined Kathuria is not independent due to his employment as Chairman; several other directors are also non‑independent for specified reasons .
- Committees:
- Audit: Michael Peterson (Chair), Amy Griffith, William Owens; all currently independent .
- Compensation: Amy Griffith (Chair), Michael Peterson, William Owens; independent .
- Nominating & Governance: William Owens (Chair), Amy Griffith, Michael Peterson .
- Board leadership: Company separates CEO and Chairman roles; cited as preferred governance structure for risk oversight .
- Meeting results (Mar 28, 2025 Annual Meeting): Kathuria reelected; reverse split authorization approved; 2025 equity plan approved; auditors ratified; Say‑on‑Pay approved; “Three Years” selected for Say‑on‑Pay frequency .
2025 Annual Meeting Outcomes
| Proposal | For | Against | Abstain | Broker Non‑Vote |
|---|---|---|---|---|
| Elect Chirinjeev Kathuria | 28,473,831 | 4,276,790 | 281,736 | 26,758,574 |
| Reverse split (range 1:2 to 1:250) | 43,708,050 | 15,757,223 | 325,658 | n/a |
| 2025 Equity Plan | 28,773,654 | 4,136,878 | 121,825 | 26,758,574 |
| Auditor ratification | 55,487,338 | 3,329,999 | 973,594 | n/a |
| Say‑on‑Pay (advisory) | 29,233,497 | 3,583,347 | 215,513 | 26,758,574 |
| Say‑on‑Pay frequency | Three Years: 27,236,885; Two Years: 3,242,231; One Year: 1,788,193; Abstain: 765,048; Broker Non‑Vote: 26,758,574 |
Director Compensation
- As an employee director, Kathuria’s director compensation terms are not detailed.
- Non‑employee director policy: initial 75,000 options at $10.00; monthly vesting over three years; grants executed Feb 15, 2023; additional board remuneration policy to be set in 2025 .
Related Party Transactions (Governance Red Flags)
- Poseidon Bio, LLC: In Dec 2020, Kathuria contributed all Legacy Ocean shares to Poseidon; Poseidon later transferred shares to Kathuria/employees; Poseidon controlled voting/investment authority; board of managers includes Kathuria and Ocean insiders (Ng, Behr, Elias, Kurtis) .
- Licenses with Elkurt, Inc.: Multiple exclusive license agreements with Elkurt (affiliated with Ocean scientific co‑founders/directors Elias & Kurtis); amended several times 2021–2024; royalty‑bearing licenses to patent rights/know‑how .
- Consulting/Advisor agreements: Jonathan Kurtis $0.2M (payable upon cumulative capital raise ≥$50M) and 969,000 Poseidon profit interests; Jack Elias $0.3M and 1,326,000 Poseidon profit interests; vested; repurchase/forfeiture terms upon termination/“cause” .
- Controlled company status: Ocean relies on governance exemptions under Nasdaq/SEC rules .
Risk Indicators & Red Flags
- Controlled company; multiple non‑independent directors (including Executive Chairman) .
- Reverse split authorization to address Nasdaq $1 bid price deficiency; board acknowledges potential dilution and liquidity decline risks post‑split .
- Issuance of Series A “mirrored” preferred stock (45,000 shares; super‑voting strictly on reverse split) to facilitate shareholder vote; redeemable/conversion mechanics at $0.01; proportionate voting alignment with common .
- No disclosed legal proceedings involving directors/officers in past 10 years .
- Insider trading policy bans pledging/hedging; enforces blackout periods; 10b5‑1 plan constraints—mitigates insider‑selling risk optics .
Compensation Peer Group (Benchmarking)
Not disclosed in proxy/10‑K; no peer group, target percentiles, or consultant use are presented .
Say‑On‑Pay & Shareholder Feedback
- Say‑on‑Pay approved (29.23M For; 3.58M Against; 0.22M Abstain; broker non‑vote 26.76M) .
- Frequency vote selected “Three Years” (27.24M votes), consistent with board recommendation .
Expertise & Qualifications
- Education: B.S., M.D. (Brown University); MBA (Stanford) .
- Industry/cross‑sector experience spanning healthcare, energy, aerospace, space commercialization, and investment banking; prior public listings (NightHawk Radiology; X‑Stream Networks via Liberty Surf) .
Work History & Career Trajectory
- Early career in investment banking (Morgan Stanley India office establishment) .
- Serial founder/chair across healthcare and technology (UpHealth, AIRO, New Generation Power); public company board service .
Compensation Committee Analysis
- Compensation Committee (independent members): Chair Amy Griffith; Michael Peterson; William Owens; mandate includes CEO goal setting, executive pay determination, plan oversight; charter available on company website .
- No disclosure of independent compensation consultant engagement or peer benchmarking practices .
Employment Terms (Retention Risk, Transition)
- No disclosed start date or term for Executive Chairman role; no contract expiry/renewal clauses; non‑compete/non‑solicit/garden leave terms are not presented .
- Clawback policy and insider trading constraints provide structural discipline around incentives and selling .
Investment Implications
- Alignment: Large insider ownership (via Poseidon and direct holdings) historically supports alignment; dilution from share count increases and potential reverse split aftermath reduces ownership percentage and may elevate financing/dilution risk for minority holders .
- Governance: Controlled company with non‑independent Executive Chairman; independence gaps and related‑party licensing warrant ongoing scrutiny; committee independence partially mitigates but oversight quality should be monitored (especially around equity plan awards and financing terms) .
- Incentives: Absence of disclosed cash compensation metrics for Executive Chairman shifts focus to equity value creation; equity plan expansion (30M shares) and change‑in‑control accelerations create potential for equity‑heavy incentives; clawback and insider trading limitations temper risk of misaligned selling .
- Trading signals: Reverse split authorization and super‑voting preferred designed to cure Nasdaq deficiency—near‑term technical risk includes post‑split price volatility and dilution; monitor subsequent financing cadence and insider Form 4 activity for selling/pressure (policy‑constrained) .