Ramtin Agah
About Ramtin Agah
Ramtin Agah, M.D., is Chief Medical Officer (CMO) and Co‑Founder of RenovoRx (since December 2009) and has served as Chairman of the Board since May 2018; age 59 as of the 2025 proxy. He is an Interventional Cardiologist at El Camino Hospital (since September 2005) and a physician consultant for Abbott Vascular (since July 2012). Education and training include an M.D. from UT Southwestern and fellowship/residency at Cleveland Clinic, Baylor College of Medicine, and UCSF. Company performance context: RenovoRx achieved initial commercial revenue of $43,000 in FY2024 as it transitioned from R&D to commercialization; EBITDA remained negative across recent years consistent with early-stage biotech scale-up .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RenovoRx | Chief Medical Officer & Co‑Founder | Since Dec 2009 | Led clinical strategy, trials oversight, and therapy platform development . |
| RenovoRx | Chairman of the Board | Since May 2018 | Board leadership; governance oversight during IPO and commercialization transition . |
| El Camino Hospital (Mountain View) | Interventional Cardiologist | Since Sep 2005 | Procedural expertise; proctor for company procedures enhances product-clinic feedback loop . |
| Abbott Vascular | Physician Consultant | Since Jul 2012 | Industry liaison; informs device/therapy integration and market practices . |
| University of Utah | Assistant Professor (Cardiology) | Prior role | Academic foundation in vascular biology; informs trial rigor and therapy design . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Abbott Vascular | Physician Consultant | Since Jul 2012 | External device expertise augments product development insight . |
| Cleveland Clinic Foundation | Interventional Cardiology Fellowship | Prior training | High-caliber training; strengthens clinical credibility . |
| Baylor College of Medicine | Internal Medicine Residency | Prior training | Foundational clinical training . |
| UCSF | Cardiology Fellowship | Prior training | Advanced cardiology training; vascular biology background . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (as of Jan) |
|---|---|---|---|
| Annual base consulting fee (CMO) | $25,287.50/month starting Jan 2023 | Lowered to $18,965.63/month effective Feb 1, 2024; increased to $25,288/month effective May 1, 2024 | Increased 4% to $28,083/month to align to 75th percentile of peer group |
| Annual consulting fees reported | $303,000 | $303,450 (shown as “Other Compensation”) | — |
Notes:
- Company may proportionally adjust monthly consulting fee if time commitment changes; agreement terminable by either party on 30 days’ notice .
Performance Compensation
| Metric/Plan | Target | Actual | Payout | Vesting/Terms |
|---|---|---|---|---|
| 2024 Annual Bonus (cash) | 40% of annualized base consulting fee | Corporate goals achieved; payout at 100% | $121,380 paid (base $303,450; 40%) | Paid in cash; subject to clawback policy |
| 2023 Bonus (structure) | 40% target | Corporate goals (weighted set) capped at 90% (company-wide) | Paid 50% in cash and 50% as fully vested non-qualified stock options with 10-year term (aggregate grant-date fair value shown) | Option component fully vested at grant; standard option term |
| Equity awards (Option grants) | Time-based | See grants below | N/A | Typically vests monthly over 48 months (unless noted) under 2021 Plan |
Clawback: Company adopted a compensation recovery policy on Sept 7, 2023 that requires recoupment of erroneously awarded incentive compensation upon restatement; administered by Compensation Committee .
Equity Ownership & Alignment
| Ownership Breakdown | Amount | Notes |
|---|---|---|
| Common stock held (direct) | 1,113,460 shares | As of April 25, 2025. |
| Warrants exercisable within 60 days | 42,278 shares | As of April 25, 2025. |
| Stock options exercisable within 60 days | 328,880 shares | As of April 25, 2025. |
| Total beneficial ownership | 1,484,618 shares; 4.06% of outstanding (36,551,752 shares) | As of April 25, 2025. |
| Director compensation | No additional pay for board service (executives do not receive director fees) | Aligns incentives to role as CMO/Chairman. |
Outstanding equity awards (options) at 12/31/2024:
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 5/19/2017 | 60,000 | — | $0.50 | 5/18/2027 |
| 7/11/2018 | 40,000 | — | $0.65 | 7/10/2028 |
| 6/4/2021 | 20,000 | — | $2.45 | 6/3/2031 |
| 9/30/2021 | 43,502 | 8,701 | $6.04 | 9/29/2031 |
| 3/10/2022 | 17,831 | 3,567 | $3.17 | 3/9/2032 |
| 3/15/2023 | 32,500 | 32,500 | $3.29 | 3/14/2033 |
| 1/19/2024 | 28,424 | — | $1.08 | 1/18/2034 |
| 1/19/2024 | — | 96,456 | $1.08 | 1/18/2034 |
2024–2025 option grants (new):
- Jan 2024: 125,132 options at $1.08; vests monthly over 48 months .
- Apr 2025: 254,542 options at $0.8448; vests monthly over 48 months .
Pledging/Hedging:
- Insider Trading Policy prohibits short sales, publicly-traded options, and hedging; pledging/margin accounts are prohibited unless specifically approved in advance (company discourages standing/limit orders) .
Employment Terms
| Term | Key Provision | Agah-Specific Details |
|---|---|---|
| Agreement type | Consulting agreement (CMO) | Terminable by either party on 30 days’ notice; fee adjustable based on time commitment . |
| Target bonus | % of fee | 40% of annualized base consulting fee . |
| Severance (outside CIC) | Lump-sum base + pro rata target bonus + COBRA | 50% of Annual Base Consulting Fee; pro rata target bonus; up to 6 months COBRA (if employee immediately prior to termination) . |
| Severance (during CIC period) | Lump-sum base + COBRA + full vesting of service-based awards | 100% of Annual Base Consulting Fee; up to 12 months COBRA (if employee before termination); full vesting of outstanding unvested service-based equity (non-performance awards) . |
| 280G treatment | Best-net approach; no gross-ups | Payments delivered in full or cut back to avoid excise tax; no tax gross-ups . |
| Clawback | 10D-compliant recovery policy | Adopted Sept 7, 2023; applies to erroneously awarded incentive compensation . |
Related instruments:
- September 2024: Company issued a warrant to its CMO to purchase up to 709,500 shares, vesting in tranches only if manufacturing milestones are achieved (performance-based alignment to manufacturing execution) .
Board Governance
- Board service: Chairman of the Board since May 2018; also CMO and director (dual role). Board separates CEO and Chairman roles; CEO is Shaun R. Bagai; Chairman role provides guidance to CEO and presides over full Board meetings .
- Independence: Not independent due to executive status; Board majority independent (four of six directors) .
- Committee memberships: Agah is not a member of Audit, Compensation, or Nominating & Corporate Governance Committees .
- Committee chairs: Una S. Ryan chairs Audit and Nominating; Kirsten Angela Macfarlane chairs Compensation .
- Executive sessions: Board conducts executive sessions of independent directors after regularly scheduled meetings .
- Board meetings: Six meetings held in FY2024; each director attended ≥75% of combined Board and committee meetings on which they served .
- Lead Independent Director: Previously appointed Lead Independent Director (David Diamond) passed away in late 2023; Board does not presently have a LID .
Dual-role implications:
- Governance checks include separation of CEO and Chair, majority independent Board, independent committee chairs, and executive sessions. However, concentration of roles (CMO + Chairman) and absence of a current Lead Independent Director may elevate oversight risk; independence safeguards rely on committee structure and majority independent composition .
Director Compensation (for directors generally; executives excluded)
| Element | Amount/Policy |
|---|---|
| Annual cash retainer | $40,000 effective Jan 1, 2024 (previously $36,000) . |
| Committee chairs | Audit Chair $15,000; Compensation Chair $10,000; Nominating Chair $10,000; committee member fees $5,000 (Audit members $7,500 in FY2024) . |
| Annual equity grant | Options with $70,000 grant-date fair value vesting monthly over 12 months; Initial director grant $120,000 vesting over 36 months . |
| Change in control | Full vesting of outstanding director equity awards upon change in control . |
| Executive directors | Executives (e.g., Agah, Bagai) do not receive additional director compensation . |
Insider Trading & Vesting Pressure
Recent Form 4 activity:
| Date | Type | Shares | Price | Post-transaction holding | Source |
|---|---|---|---|---|---|
| Apr 7–9, 2025 | Open-market purchases | 26,000 | $0.84 | 1,048,460 direct | |
| Apr 15, 2025 | Open-market purchase | 15,000 | $0.90 | 1,113,460 direct | |
| Jun 5, 2025 | Open-market purchase | 21,000 | $1.40 | 734,460 direct (article reference) | |
| Apr 22, 2025 | Bona fide gift | 400,000 | N/A | Gift to trusts; disposition (non open-market) |
Observations: Multiple open‑market purchases in April–June 2025 signal confidence; the April 22, 2025 bona fide gift reduces direct holdings but is not a sale. No evidence of open‑market selling by Agah in 2025; options are predominantly time‑based vesting (monthly), potentially creating ongoing incremental exercisability but not forcing sales absent liquidity needs .
Compensation Summary (multi-year)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | — | 169,957 | 129,612 | 303,450 (annual consulting fee) | 603,019 |
| 2023 | — | 29,444 | 174,870 | 303,450 (annual consulting fee) | 506,772 |
Financial Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD Thousands) | — | — | 43 |
| EBITDA ($USD) | —* | -9,944,000* | -11,390,000* |
*Values retrieved from S&P Global.
IPO baseline:
- RNXT IPO effective Aug 25, 2021; trading began Aug 26, 2021, issuing units of common stock and warrants (exercise price $10.80) .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 compensation for Agah included significant cash components (consulting fee + 100% bonus payout) and new option grants; 2023 bonus included fully vested options (50% of bonus), shifting some incentive into equity .
- Shift to RSUs vs. options: Awards for executives are predominantly stock options; RSUs usage was minimal for consultants in 2024; outside directors receive options (no RSUs) .
- Guaranteed vs. at-risk: Annual bonus is at-risk and tied to corporate goals; severance benefits are formulaic and include base fee multiples and COBRA; time-based options provide long-term retention .
- Performance metrics: 2024 goals covered pre-commercialization, distribution/BD, catheter supply, lead program, and finance; Compensation Committee determined 100% payout (no granular weightings disclosed) .
- Repricing/modification: Repricing prohibited without shareholder approval under the equity plan; no evidence of option repricing disclosed .
Related Party Transactions (Governance red flags check)
- Consulting agreement: Long-standing CMO consulting relationship with flexible fee and bonus eligibility; amendments over time; transparent in filings .
- Performance warrant: Sept 2024 warrant to CMO (709,500 shares) contingent on manufacturing milestones; aligns manufacturing execution but warrants can introduce dilution; structure disclosed .
- No disclosed loans from the company; related party transaction policy overseen by Audit Committee .
Compensation Peer Group (Benchmarking)
- CEO compensation aligned to 50th percentile of peer group; Agah’s consulting fee aligned to 75th percentile in 2025 (peer group composition not disclosed) .
Governance Quality (Committee Analysis)
- Compensation Committee: Chair Kirsten Angela Macfarlane; member Robert J. Spiegel; independent; Charter oversight includes goals, plans, and severance/change-in-control arrangements; nine meetings in FY2024 .
- Audit Committee: Chair Una S. Ryan; members Laurence J. Marton and Robert J. Spiegel; Ryan qualifies as “financial expert” under SEC rules; four meetings in FY2024 .
- Nominating & Corporate Governance: Chair Una S. Ryan; members Kirsten Angela Macfarlane and Laurence J. Marton; oversight of independence, conflicts, governance practices .
Equity Ownership Guidelines & Policies
- Insider Trading Policy prohibits short-term speculative transactions; hedging prohibited; pledging or margin accounts prohibited absent specific pre-approval; pre-clearance procedures required for directors/officers .
- No explicit executive stock ownership guidelines disclosed; director compensation policy limits annual value for outside directors .
Investment Implications
- Alignment: Agah’s 4.06% beneficial stake plus repeated open‑market purchases in 2025 indicate alignment and confidence; policy bans hedging/pledging and clawback adoption enhance investor protection .
- Retention risk: Consulting agreement is terminable on 30 days’ notice, but multi‑year time‑vested options and severance/change-in-control protections provide retention hooks; manufacturing milestone warrant adds targeted performance alignment .
- Governance: Dual role (CMO + Chairman) and lack of current Lead Independent Director elevate oversight risk; mitigated by majority‑independent Board, independent committee chairs, and executive sessions .
- Pay-for-performance: 2024 bonus tied to operational milestones paid at 100%; equity awards primarily time‑based (options), limiting explicit long-term performance linkage; performance warrant (manufacturing) is a positive targeted incentive .
- Dilution/overhang: Extensive option/warrant overhang (across company) should be monitored; equity plan includes evergreen increase (amended to 5%) which can expand share pool; repricing restricted without shareholder approval .