Mir Imran
About Mir Imran
Mir Imran, age 68, is the founder of Rani Therapeutics and has served on the Board since February 2012; he was President and CEO from 2012–June 2021 and has been Chairman since June 2021 . He holds a B.S. in Electrical Engineering from Rutgers University and attended Rutgers Medical School; he is a fellow of the American Institute of Medical and Biological Engineers, the National Academy of Engineering, and the National Academy of Inventors . He is the father of CEO/director Talat Imran and brother of Chief Scientific Officer Mir Hashim, reflecting family ties within management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rani Therapeutics | Director; President & CEO | Director since Feb 2012; CEO Feb 2012–Jun 2021 | Founder; deep company knowledge |
| Rani Therapeutics | Chairman of the Board | Jun 2021–present | Board leadership; not on standing committees |
| InCube Labs, LLC | Chairman | 1995–present | Research leadership; affiliated entity in related-party arrangements |
| InCube Ventures, LP; InCube Crowdfunding, LLC | Co‑founder & Managing Director | Since Nov 2012 | Venture investing; interlocks with Rani affiliates |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| InCube Labs, LLC | Chairman | 1995–present | Wholly owned by Imran and family; sole managing member; address 2051 Ringwood Ave, San Jose, CA |
| InCube Ventures II, L.P. | General Partner | Ongoing | Co‑GP with Farquharson and Roe; holds RANI securities |
| Rani Investment Corporation | General Partner | Ongoing | Holds RANI Class A shares; GP alongside Imran |
Board Governance
- Role: Chairman; CEO role separated (Talat Imran is CEO), with a designated Lead Independent Director (Laureen DeBuono) to reinforce independent oversight .
- Independence: The Board affirmatively determined Mir Imran is not independent due to executive status and affiliations; Andrew Farquharson also deemed not independent given overlapping affiliations, while other named directors are independent under Nasdaq rules .
- Committees: Mir Imran does not serve on the Audit, Compensation, or Nominating & Corporate Governance Committees; committee composition in 2024 was Audit (DeBuono—chair, Nanavaty, Butel; Rometty until May 7, 2024), Compensation (Nanavaty—chair, DeBuono), Nominating (Butel—chair, Ausiello, Rometty) .
- Attendance: The Board met eight times in 2024; each director attended at least 75% of Board and applicable committee meetings (including Imran) .
- Risk oversight: Board and committees oversee risk areas; Nominating Committee monitors independence/conflicts, Audit oversees financial risks, Compensation oversees compensation risk .
Fixed Compensation
- Non‑employee director policy: Annual cash retainer $45,000; Chair of Board or Lead Independent Director +$35,000; Audit Chair $20,000 (members $7,500), Compensation Chair $15,000 (members $5,000), Nominating Chair $10,000 (members $4,000); 50% reduction in non‑employee director cash compensation approved for 2024 and extended through 2025 until a $50M financing/strategic threshold is met .
- Mir Imran’s 2024 director cash fees: $40,000 .
| Director | Fees Earned or Paid in Cash ($) | Source |
|---|---|---|
| Mir Imran | $40,000 | 2024 director compensation table |
Performance Compensation
- Equity structure (Directors): Annual stock option grant of 50,000 shares (policy changed March 2024 from dollar value to fixed share count); 2024 annual grants had $5.00 exercise price; annual options vest at the earlier of the first anniversary of grant or next annual meeting; new director initial grant 100,000 shares vesting over 3 years (1/3 at year 1, then monthly over 36 months); 10‑year term; all options accelerate vesting upon change of control; exercise price set at grant‑date closing price .
- Mir Imran’s 2024 option fair value: $183,245 (ASC 718) .
- Options outstanding at 12/31/2024: 192,692 options for Mir Imran .
| Equity Term (Directors) | Value/Term | Vesting/Trigger | Source |
|---|---|---|---|
| Annual option grant size | 50,000 shares | Time‑based; earlier of 1 year or next annual meeting | Policy detail |
| 2024 exercise price | $5.00 per share | N/A | Grant specifics |
| New director initial grant | 100,000 shares | 1/3 at 1 year; 1/36 monthly thereafter | Policy detail |
| Change‑in‑control | Full acceleration | Upon change in control | Policy detail |
| Option term | 10 years | Subject to earlier termination on service end | Policy detail |
| Mir Imran 2024 option FV | $183,245 | N/A | 2024 director comp table |
| Mir Imran options outstanding (12/31/2024) | 192,692 | N/A | Outstanding awards table |
No performance metrics (e.g., TSR, EBITDA) are disclosed for director equity awards; vesting is service‑based only .
Other Directorships & Interlocks
| Entity | Relationship | Governance/Conflict Notes |
|---|---|---|
| InCube Labs, LLC | Sole managing member; wholly owned by Mir Imran and family | Party to service, license, TRA, and registration rights agreements; significant Class B holder |
| InCube Ventures II, L.P. | General Partner (with Farquharson and Roe) | Holds RANI securities including Class B; GP interlocks with RANI director Farquharson |
| Rani Investment Corporation | General Partner | Holds RANI Class A shares; affiliate footprint |
Expertise & Qualifications
- Healthcare innovation and medical device research leadership via InCube Labs and venture platforms; extensive Rani founder knowledge .
- Education and professional recognition: Rutgers EE degree; attended Rutgers Medical School; fellow of AIMBE, NAE, NAI .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Total Common | % Voting Power |
|---|---|---|---|---|---|---|
| Mir Imran (incl. affiliates noted) | 266,831 | 1% | 22,660,053 | 95% | 22,926,884 | 83% |
- Breakdown and instruments: Includes options exercisable within 60 days (192,692 Class A), shares held by InCube Labs, Rani Investment Corp., and InCube Ventures II L.P.; Mir disclaims beneficial ownership except to extent of pecuniary interest .
- Dual‑class voting: Class A = 1 vote/share; Class B = 10 votes/share .
- Prohibitions: Company insider trading policy prohibits hedging, short selling, margin purchases, and pledging company shares by directors and employees .
Insider Trades (Recent Signal)
| Date (Filed) | Date (Trans.) | Security | Shares | Price | Notes |
|---|---|---|---|---|---|
| Oct 27, 2025 | Oct 23, 2025 | Class A Common | 2,083,334 | $0.605 (PIPE) | Purchased in PIPE; director and 10% owner; Form 4 states PIPE; warrants also acquired |
| Oct 27, 2025 | Oct 23, 2025 | Warrants | 2,083,334 | $0.48 | Exercisable upon stockholder approval; 5‑year exercise term post‑approval |
Multiple outlets summarized this trade; see also Investing.com and TipRanks coverage , but SEC Form 4 is definitive .
Related‑Party Transactions and Exposure
| Transaction | Counterparty | Key Terms/Amounts | Governance/Conflict Consideration |
|---|---|---|---|
| Rani LLC–ICL Service Agreement | InCube Labs (ICL) | Personnel services and facility occupancy; monthly cost allocations; San Antonio occupancy terminated June 2024; Milpitas extended through Aug 2024; 12‑month auto‑renew; 60‑day termination for services (6 months for occupancy) | Ongoing services and facility use with Chairman‑controlled entity; requires robust Audit Committee oversight |
| RMS–ICL Service Agreement | InCube Labs (ICL) | San Jose occupancy expanded to 24,000 sq ft in Mar 2024; 12‑month auto‑renew; cost allocations billed monthly | As of Dec 31, 2024, a company facility is owned by an affiliate of the Chairman; occupancy via RMS‑ICL agreement |
| Charges from ICL (net) | InCube Labs (ICL) | R&D: $954k (2024), $1,254k (2023); G&A: $173k (2024), $254k (2023); Total: $1,127k (2024), $1,508k (2023) | Material related‑party spend; transparent disclosure and approvals critical |
| Amended & Restated Exclusive License | InCube Labs (ICL) → Rani LLC | Fully paid exclusive license under scheduled patents; ability to acquire 4 US patent families at $0.3m each (aggregate up to $1.0m) after a certain period (5th anniversary), Company covers patent expenses; terminates when no valid claims remain | IP reliance on Chairman‑affiliated entity; structured rights mitigate some conflict |
| Non‑Exclusive License | Rani LLC → ICL | Non‑exclusive, fully‑paid license back to ICL on specified patents; field restrictions; sublicenses require Company approval; perpetual unless terminated | Cross‑licensing with affiliate requires careful conflict management |
| “Mir Agreement” (IP) | Mir Imran ↔ Rani LLC | Company owns IP conceived using Company resources or in Company field; initial 3‑year term, extended 90 days in June 2024; expired Sept 2024; ownership of conceived IP remains with Company | Direct IP agreement with Chairman; expiration reduces ongoing direct contract exposure |
| Tax Receivable Agreement (TRA) | ICL & others | Company pays 85% of tax benefits realized from exchanges of Paired Interests; zero exchanges in 2023–2024 | Economic benefit sharing with Chairman‑controlled holders; no recent exchanges |
Governance Assessment
- Strengths: Separation of Chair and CEO roles with Lead Independent Director empowered on agendas, information flow, and CEO evaluation; all standing committees composed of independent directors; Audit Committee identified financial expert (DeBuono) and oversees related‑party transactions; cash retainer reduction signals cost discipline till funding milestones .
- Concerns/RED FLAGS:
- Not independent; extensive family ties (father of CEO, brother of CSO) create potential for influence over management and conflicts .
- Concentrated voting power (83%) through Class B holdings by Chairman and affiliates may limit minority stockholder influence .
- Significant related‑party arrangements (services, facilities, licensing, IP) with Chairman‑controlled entities and meaningful annual spend; continued diligence by Audit Committee is essential .
- Auditor changes in 2024–2025 and prior going‑concern language for 2023 underline company‑level risk profile that requires strong oversight (EY dismissal; Marcum then CBIZ; EY 2023 report noted substantial doubt) .
- Dual‑class structure and TRA/registration rights create additional governance complexity for public investors .
- Alignment signals: Large insider purchase in October 2025 via PIPE with warrants indicates capital support and alignment from the Chairman, though pricing/terms should be evaluated in the context of market conditions and stockholder approvals for warrant exercisability .
Director Compensation Committee Analysis (Context)
- Committee composition: Compensation Committee consists of DeBuono and Nanavaty (both independent); met three times in 2024 .
- Practices: Uses external consultant Radford (Aon) after independence considerations; Radford developed peer group and recommendations; policy change in 2024 to fixed share option grants for directors; CEO excluded from his own comp deliberations; executive sessions held .
Independence & Engagement Summary
- Independence: Not independent (former executive and affiliate relationships); independent directors populate committees; Lead Independent Director in place .
- Engagement: Attended at least 75% of meetings; active board leadership as Chair; not on standing committees .
Director Compensation Summary (2024)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $40,000 | Reflects 50% reduction policy in effect |
| Option Awards (FV) | $183,245 | ASC 718 grant‑date fair value |
| Total | $223,245 | Non‑employee director compensation |
Equity Ownership & Instruments Detail
| Instrument | Quantity | Notes |
|---|---|---|
| Class A common (beneficial) | 266,831 | Includes holdings via affiliates noted |
| Class B common (beneficial) | 22,660,053 | High voting power concentration |
| Options exercisable ≤60 days (12/31/2024) | 192,692 | Included in beneficial ownership footnote |
| Voting power (total) | 83% | Dual‑class structure |
Insider policy prohibits hedging, short sales, margin purchases, and pledging by directors, officers, and employees .