Sanjay Nayak
OCULAR THERAPEUTIXAbout Sanjay Nayak
Sanjay Nayak, M.B.B.S., Ph.D., is Chief Strategy Officer at Ocular Therapeutix, Inc. and has served in the role since February 2024. He previously founded and managed Sentiv Capital (biotech-focused private investment fund) from April 2017 to February 2024; founded and led AnalyzeRx LLC (healthcare consulting) from December 2003 to September 2019; and was Director, Strategic Analysis – Healthcare from April 2000 to December 2003. He earned an M.B.B.S. from Grant Medical College, University of Bombay (India) and a Ph.D. in pharmacology from Drexel University; his age was 55 as of April 14, 2025 . Company performance context in 2024 includes a 9% increase in total net revenue and advancement of AXPAXLI to two Phase 3 trials in wet AMD ; pay-versus-performance disclosures show a 2024 TSR value of $122.53 and net loss of $193.5 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sentiv Capital | Founder and Fund Manager | 2017–2024 | Biotech-focused capital allocation and portfolio management |
| AnalyzeRx LLC | Founder and President | 2003–2019 | Healthcare consulting; analytics-driven strategy support |
| Strategic Analysis (Healthcare) | Director | 2000–2003 | Market and R&D strategy analyses for healthcare clients |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2024 (initial terms) | 448,000 | 45% | 201,600 | — (not disclosed) |
Notes:
- Annual bonus is discretionary and based on corporate and individual goals; company does not operate a formal formulaic bonus plan .
Performance Compensation
New-Hire Equity Awards (February 2024)
| Award Type | Shares/Units | Exercise/Grant Price | Vesting Schedule | Key Terms |
|---|---|---|---|---|
| Non-statutory Stock Options | 244,550 | Closing price on grant date (Feb 2024) | 25% on 1-year anniversary of employment start; remainder monthly over the next 36 months | Time-based vesting; no performance hurdles disclosed |
| RSUs | 80,300 | Not applicable | Equal quarterly installments over 3 years | Time-based vesting; no performance hurdles disclosed |
Annual Cash Bonus Framework
| Element | Design | 2024 Company Execution |
|---|---|---|
| Plan structure | Discretionary; emphasizes pay-for-performance via annual corporate goals (clinical, commercial, operational) | Board determined 110% achievement for NEOs; Sanjay Nayak’s specific payout not disclosed |
Equity Ownership & Alignment
- Beneficial ownership tables in the 2024 and 2025 proxy statements list directors and NEOs; Sanjay Nayak was not included, and his beneficial ownership level is not disclosed in those tables .
- Clawback policy: adopted October 2, 2023, compliant with Nasdaq Rule 5608; requires recovery of excess incentive-based compensation after a restatement for the prior three completed fiscal years .
- Insider trading policy: prohibits short sales and derivative transactions; prohibits purchasing on margin, borrowing against company securities, or pledging company stock as collateral absent CFO approval .
- Company states it does not have practices or policies regarding hedging (separate from the insider trading prohibitions above) .
Employment Terms
| Term | Provision |
|---|---|
| Employment start | February 2024; Chief Strategy Officer |
| Bonus eligibility | Target 45% of base salary; discretionary based on corporate/individual performance |
| Severance (non–change-of-control) | If terminated without cause or resigns for good reason: base salary for 12 months and health benefits for 12 months, subject to release |
| Severance (change-of-control; double trigger) | If terminated without cause or resigns for good reason within 12 months following a corporate change: lump sum base salary for 18 months, 1.5x target annual bonus, full acceleration of all outstanding equity awards, and health benefits for 18 months, subject to release |
| Confidentiality & non-compete | Employment agreements prohibit disclosure of confidential information and competing during employment and for a specified time thereafter (duration not specified) |
| Tax gross-ups (280G/4999) | “Best net” cutback vs full payout approach—executive receives the higher after-tax amount |
Performance & Track Record
- Strategic leadership addition coincided with accelerated AXPAXLI Phase 3 enrollment (SOL-1 completed ahead of schedule; SOL-R underway) and increased 2024 net revenue by 9% .
- Pay-versus-performance: TSR value of an initial $100 investment reached $122.53 in 2024; net loss was $193.5 million in 2024, indicating continued investment in pipeline advancement .
Company Performance Context (FY 2022–2024)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR Value of $100 Investment | $40.32 | $63.99 | $122.53 |
| Net Loss ($000s) | (71,038) | (80,736) | (193,506) |
| Net Revenue Growth | — | — | +9% |
Compensation Committee & Benchmarking
- Compensation consultant: Aon; committee determined no conflicts; uses peer groups as reference points and does not target a specific percentile .
- 2024 peer group (19 companies, NDA/BLA/early commercial stage; market cap $100–$600mm) and updated 2025 peer group (18 companies; market cap $600mm–$5bn) reflect the company’s market cap trajectory and talent competition .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay vote: over 89% of votes cast supported NEO compensation .
- The board engaged with top holders regarding CEO package in early 2025 and received positive feedback from several large shareholders .
Risk Indicators & Red Flags
- Clawback policy in place (positive governance signal) .
- Hedging policy officially “none,” but insider trading policy prohibits derivatives and pledging absent CFO approval—monitor for any approved pledging exceptions (potential alignment risk) .
- No option repricing; no excise tax gross-ups in employment contracts; no SERP; limited perquisites (governance-friendly) .
Investment Implications
- Compensation alignment: Nayak’s cash comp is modest with meaningful equity tied to time-based vesting, aligning incentives to medium-term value creation; severance and CoC terms are standard for retention but include full acceleration on CoC, which can increase deal-related dilution .
- Insider selling pressure: His initial grants vest over 3–4 years, implying ongoing supply; absence of disclosed ownership complicates precise overhang sizing—monitor Forms 4 and 10b5-1 plans for selling cadence .
- Governance: Strong clawback, prohibition of derivatives/margin/pledging (with approval caveat), and high say-on-pay support reduce governance risk; peer benchmarking not tied to rigid percentiles helps mitigate pay inflation .
- Execution risk: Company is in pivotal development for AXPAXLI with elevated R&D spend and net losses; success in Phase 3 and regulatory interactions will be key levers for compensation payouts and equity value realization .