Svai Sanford
About Svai Sanford
Chief Financial Officer of Rani Therapeutics Holdings, Inc. since November 2018; age 55; B.S. in Accounting from Kansas State University; Certified Public Accountant (inactive). Prior roles include CFO at VIVUS, SFJ Pharmaceuticals, and pH Pharma, and earlier audit experience at KPMG LLP—bringing public-company finance, capital markets, and accounting rigor to Rani’s execution cadence . 2024 corporate performance goals covered product development/partnering, device platform manufacturing, financial measures, and organizational progress; despite partial achievement, no bonuses were awarded due to the company’s financial position—indicating a stringent pay-for-performance posture .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rani Therapeutics Holdings, Inc. | Chief Financial Officer | Nov 2018–present | Senior finance leadership for a public biopharma device platform |
| pH Pharma Inc. | Executive consultant and acting CFO | Jun 2017–Nov 2018 | Transitional CFO support for consumer skincare company |
| SFJ Pharmaceuticals, Inc. | Chief Financial Officer | Sep 2015–Mar 2017 | Drug development finance oversight |
| VIVUS, Inc. | Chief Financial Officer and Chief Accounting Officer | Jul 2012–Sep 2015 | Public biopharma reporting and controls |
| KPMG LLP | Audit practice | 1996–2002 | Assurance background; CPA (inactive) |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | $416,000 | $416,000 |
| All Other Compensation ($) | — | — |
| Total Cash Compensation ($) | $416,000 | $416,000 |
Performance Compensation
Annual Cash Incentive
| Metric | Target | Actual | Notes |
|---|---|---|---|
| Target Bonus % of Base | 75% | $0 for FY 2024 | Board exercised discretion to withhold bonuses due to financial position despite partial goal achievement |
| 2024 Goal Categories | — | — | Product development/partnering; device platform and manufacturing; financial; organizational progress |
Equity Awards and Vesting
| Award Type | Grant Date | Shares/Units | Exercise Price | Vesting | Expiration/Value |
|---|---|---|---|---|---|
| Stock Options | 3/21/2024 | 323,500 | $3.60 | Monthly over 4 years (1/48th per month) | 3/20/2034; exercisable 60,656 and unexercisable 262,844 at FY-end |
| Stock Options (repriced) | Various 2016–2023 | Multiple lots | $2.84 (repriced 12/16/2023) | Original schedules retained | Original expirations (e.g., 2031–2033) |
| RSUs | 3/27/2023 | 78,188 unvested | — | One-sixteenth vests quarterly | $107,118 market value at FY-end |
| RSUs | 3/22/2022 | 16,450 unvested | — | One-quarter vests annually | $22,537 market value at FY-end |
Option repricing: On 12/16/2023, the Board reduced exercise prices of certain unvested options to $2.84 (closing market price), keeping vesting and expirations unchanged—repricing is a governance caution for alignment and potential dilution .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Total Beneficial Ownership | 668,282 shares; less than 1% of Class A common stock and voting power |
| Options Exercisable Within 60 Days | 492,100 options |
| LLC Units | 142,350 non-corresponding Class A units of Rani LLC (exchangeable one-for-one into Class A at company election terms) |
| Pledging/Hedging | Company policy prohibits hedging, short selling, margin purchases, and pledging of company shares |
| Ownership Guidelines | Not disclosed in proxy |
Outstanding Equity Award Detail (FY-end 2024)
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Options 3/21/2024 | 60,656 | 262,844 | $3.60 | 3/20/2034 |
| Options 3/27/2023 | 34,300 | — | $5.44 | 3/26/2033 |
| Options 3/27/2023 (repriced) | 55,737 | 115,763 | $2.84 | 3/26/2033 |
| Options 3/22/2022 | 41,666 | — | $13.21 | 3/21/2032 |
| Options 3/22/2022 (repriced) | 27,084 | 31,250 | $2.84 | 3/21/2032 |
| Options 6/17/2021 | 127,788 | — | $9.44 | 6/16/2031 |
| Options 6/17/2021 (repriced) | 57,285 | 26,439 | $2.84 | 6/16/2031 |
| RSUs 3/27/2023 | 78,188 unvested; quarterly vesting | — | — | — |
| RSUs 3/22/2022 | 16,450 unvested; annual vesting | — | — | — |
Employment Terms
| Provision | Regular Termination | Change-in-Control Termination |
|---|---|---|
| Cash Severance | 9 months base salary | 12 months base salary |
| Bonus Treatment | — | 100% of annual target cash bonus (lump sum) |
| Health Benefits (COBRA) | 9 months premiums | 12 months premiums |
| Equity Acceleration | None automatic; subject to plan/agreements | Accelerated vesting of outstanding time-vesting equity awards |
| At-Will Employment | Yes | — |
Clawback and Trading Controls
- Dodd-Frank compliant clawback policy and Sarbanes-Oxley Section 304 reimbursement provisions for restatements due to misconduct .
- Insider Trading Policy prohibits hedging, short sales, derivatives, margin, and pledging; trading windows and MNPI timing considered in grant practices .
Investment Implications
- Pay-for-performance discipline: Target bonus 75% of salary, but zero payout for 2024 given financial posture—reduces cash burn and signals prudence; equity remains primary upside via sizable option grants with long-dated expirations .
- Alignment vs. red flags: Ownership is modest (<1%); anti-pledging and clawbacks mitigate alignment risks, but the December 2023 option repricing lowers performance hurdle and is a governance caution that can pressure dilution if stock recovers .
- Retention and change-in-control economics: 1x salary + 1x bonus and time-vest acceleration upon CIC termination provide moderate retention; monthly vesting cadence and multiple tranches suggest steady Form 4 activity but expirations are 2031–2034, limiting near-term forced selling pressure .
- Related-party ecosystem: Extensive relationships with entities affiliated with the Chairman (ICL, facilities and IP agreements) heighten governance complexity and potential conflicts; investors should monitor board independence and transaction terms over time .
Emerging growth company status means no say-on-pay votes are required, limiting external pressure on compensation structure—heightening the importance of board and investor oversight of repricing and bonus decisions .