Mir Hashim
About Mir Hashim
Mir Hashim, age 66, is Chief Scientific Officer of Rani Therapeutics and has served in this role since June 2013; he previously served on the board until June 2021. He holds a B.S. in Biology and Chemistry (Osmania University), an M.S. in Life Sciences (University of Hyderabad), and a Ph.D. in Pharmacology (Memorial University of Newfoundland). The board recognized management’s 2024 achievements in RaniPill HC device development and manufacturing, but exercised discretion to pay no 2024 bonuses given the company’s financial position; performance metrics were set across product development, partnering, device/manufacturing, financial measures, and organizational progress (specific targets/weightings not disclosed) . Dr. Hashim is the brother of Chairman Mir Imran and uncle of CEO Talat Imran .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| InCube Labs, LLC | Vice President, Research & Development | Since Sep 2008 | Led R&D at a medical device research company; contributes to platform innovation |
| GlaxoSmithKline plc | Multiple scientific roles incl. Head of Pharmacology | 18 years | Senior pharmacology leadership at global pharma; deep biologics domain expertise |
External Roles
No current public company directorships or committee roles for Dr. Hashim were disclosed in the proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $412,000 | $416,000 | $416,000 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Actual Bonus Paid ($) | $249,600 | — (none disclosed) | $0 (Board exercised discretion to pay none) |
| Stock Awards ($ grant-date fair value) | $544,252 | $756,160 | — |
| Option Awards ($ grant-date fair value) | $1,114,129 | $996,166 (incl. $171,093 incremental from repricing) | $875,456 |
| Total Compensation ($) | $2,319,981 | $2,168,326 | $1,291,456 |
Performance Compensation
| Year | Metric Category | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | Product development & partnering | Not disclosed | Not disclosed | Partial/recognized | $0 | Board cited achievements but paid no bonus due to financial position |
| 2024 | Device platform & manufacturing | Not disclosed | Not disclosed | Recognized (RaniPill HC progress) | $0 | — |
| 2024 | Financial measures | Not disclosed | Not disclosed | Not disclosed | $0 | — |
| 2024 | Organizational progress | Not disclosed | Not disclosed | Not disclosed | $0 | — |
Annual cash bonus target for Dr. Hashim is 75% of base salary per employment agreement; bonuses are set on corporate goals and may be adjusted at Board discretion .
Equity Ownership & Alignment
| As of | Class A Shares | % of Class A | Class B Shares | % of Class B | Total Beneficial Shares | % of Total Voting Power |
|---|---|---|---|---|---|---|
| March 31, 2024 | 444,070 | 2% | 172,148 | 1% | 616,218 | 1% |
| March 31, 2025 | 702,104 | 2% | 172,148 | 1% | 874,252 | 1% |
- Multi-class voting structure concentrates control among Class B holders; >80% voting power held by Class B as of March 26, 2025, which may deter change-in-control transactions .
- No pledging of shares by Dr. Hashim is disclosed; stock ownership guideline requirements or compliance were not disclosed .
Outstanding Equity Awards and Vesting
| Grant Date | Award Type | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | RSU Market Value ($) | Vesting Schedule |
|---|---|---|---|---|---|---|---|---|
| 3/21/2024 | Stock Options | 60,656 | 262,844 | $3.60 | 3/20/2034 | — | — | 1/48 monthly over 4 years |
| 3/27/2023 | Stock Options | 34,300 | — | $5.44 | 3/26/2033 | — | — | Monthly vest; certain tranches repriced to $2.84 on 12/16/2023 |
| 3/27/2023 | Stock Options | 55,737 | 115,763 | $2.84 | 3/26/2033 | — | — | Monthly vest |
| 3/27/2023 | RSUs | — | — | — | — | 78,188 | $107,118 | 1/16 quarterly installments |
| 3/22/2022 | Stock Options | 52,250 | — | $13.21 | 3/21/2032 | — | — | Monthly vest |
| 3/22/2022 | Stock Options | 33,962 | 39,188 | $2.84 | 3/21/2032 | — | — | Monthly vest |
| 3/22/2022 | RSUs | — | — | — | — | 20,600 | $28,222 | Quarterly installments |
| 6/17/2021 | Stock Options | 127,788 | — | $9.44 | 6/16/2031 | — | — | Monthly vest |
| 6/17/2021 | Stock Options | 57,285 | 26,439 | $2.84 | 6/16/2031 | — | — | Monthly vest |
- 2024 annual options grant for Dr. Hashim: 323,500 shares at $3.60 FMV; monthly vest over 4 years .
- Company repriced certain outstanding unvested options to $2.84 on 12/16/2023 (includes Dr. Hashim’s options; incremental fair value recognized in 2023) .
Employment Terms
| Provision | Regular Termination | Change-in-Control Termination | Notes |
|---|---|---|---|
| Employment basis | At-will | At-will | Employment agreements amended/restated in 2021 and transferred to Rani LLC in 2022 |
| Salary continuation | 9 months | Lump sum: 12 months | — |
| Target bonus payout | — | 100% of annual target bonus | Target bonus = 75% of base salary |
| Health insurance premiums | 9 months | 12 months | — |
| Equity acceleration | Not automatic | Accelerated vesting of outstanding time-vesting awards | Equity acceleration depends on award agreement/plan; absent provisions, no automatic acceleration |
| Clawback policy | Dodd-Frank compliant | Dodd-Frank compliant | Company implemented Dodd-Frank-compliant clawback; SOX 304 may apply upon restatements due to misconduct |
Compensation Structure Analysis
- Shift toward options-only in 2024: Dr. Hashim received options in 2024 without RSUs, versus a mix of RSUs and options in 2023 (RSUs: 139,000; options: 205,800 granted in 2023) .
- Option repricing is a governance red flag: Board reduced exercise prices of certain unvested options to $2.84 (12/16/2023); Dr. Hashim recognized $171,093 in incremental fair value, highlighting retention prioritization amid stock declines .
- Bonus discipline: Despite partial goal achievement, Board paid no cash bonuses for 2024 due to financial position, increasing pay-at-risk exposure and reducing near-term cash compensation .
Related Party & Governance Considerations
- Family ties: Dr. Hashim is brother of Chairman Mir Imran and uncle of CEO Talat Imran; related-party policy governs review of transactions, with disclosures of relationships to InCube Labs entities .
- Voting control risk: Multi-class structure concentrates voting with Class B holders (>80% voting power), potentially deterring change-in-control transactions and affecting governance dynamics .
Investment Implications
- Alignment: Material equity exposure via options/RSUs and ownership (874k total beneficial shares as of 3/31/2025) suggests moderate alignment; lack of 2024 bonus increases at-risk pay but reflects financial prudence .
- Retention & selling pressure: Quarterly RSU vesting (from 2023 grants) and sizable unexercised option balances create predictable vesting events; repricing indicates efforts to retain key talent, but is a governance negative .
- Change-in-control economics: Double-trigger style benefits (COC termination) include 12 months salary and 100% target bonus plus equity acceleration—meaningful but not excessive; regular termination benefits limited to 9 months salary and health premiums .
- Governance risk: Family relationships and concentrated voting control may limit external influence; monitor Compensation Committee changes (2025 reconstitution) and future equity grant practices for discipline .