Shaun Bagai
About Shaun Bagai
Shaun R. Bagai is Chief Executive Officer and a director of RenovoRx (RNXT), serving since June 2014. He is 48 years old and holds a BSc in Biology/Pre‑Med from the University of California, Santa Barbara . Under his tenure, the company achieved multiple FDA clearances and CE Mark for the device component, expanded IP, advanced a Phase III TIGeR‑PaC trial, completed financings including the IPO, and launched commercial sales of RenovoCath in late 2024; revenue ramped from ~$43k in Q4 2024 to ~$200k in Q1 2025, >$400k in Q2 2025, and ~$266k in Q3 2025, with YTD revenue of ~$900k by Q3 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RenovoRx, Inc. | Chief Executive Officer and Director | 2014–present | Led device clearances, IP, scaling production, Phase 1/2 and registry studies, launched Phase 3 trial, completed IPO and financings |
| HeartFlow, Inc. | Led Global Market Development | 2011–2014 | Directed Japan market access, orchestrated largest clinical trial, secured first global customers |
External Roles
- No public company board service beyond RNXT disclosed for Mr. Bagai; biography highlights market development in European renal denervation that culminated in Ardian’s acquisition by Medtronic in 2011, but does not list a formal external directorship .
Fixed Compensation
Multi‑year summary for Named Executive Officer compensation (CEO):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $495,000 | $520,000 | $520,000 |
| Bonus ($) | $0 | $69,376 (50% cash + 50% fully vested options) | $400,457 (cash bonuses including annual + mid‑year financing bonus) |
| Option Awards – Grant Date Fair Value ($) | $123,324 | $349,739 | $259,222 |
| Nonequity Incentive Plan Compensation ($) | $222,750 | — | — |
| Other Compensation ($) | — | — | $46,371 (vacation payout $44,875; phone $1,496) |
| Total Compensation ($) | $841,074 | $936,779 | $1,226,050 |
Base salary updates and timing:
- 2024 salary was temporarily reduced 25% to $390,000 effective Feb 1, 2024; increased to $520,000 effective May 1, 2024, with back pay to restore to the 2024 level .
- 2025 base increased to $572,000 (retroactive to Jan 1, 2025); target bonus set at 55% of base .
Performance Compensation
2024 Bonus Plan and actuals:
| Metric/Goal | Weighting | Target | Actual/Outcome | Payout | Vesting/Form |
|---|---|---|---|---|---|
| 2024 corporate goals across pre‑commercialization, distribution/business development, catheter supply, lead program, and finance (“2024 Performance Goals”) | Not disclosed | CEO target bonus 55% of base ($520k) | Committee determined 100% achievement in Jan 2025 | $286,000 annual bonus for CEO | Paid in cash; Bonus Plan allows equity settlement at committee discretion and is subject to clawback |
| Mid‑year financing bonus (additional) | Not disclosed | Not disclosed | Financing completed in 2024 | $114,457 (CEO) | Cash |
| 2023 recognition bonus structure | Not disclosed | Not disclosed | Recognition of company and individual performance | $69,376 cash; plus fully vested non‑qualified stock options as part of 50%/50% split | Options fully vested; 10‑year term |
Clawback: Company adopted a Compensation Recovery Policy on Sept 7, 2023 compliant with Exchange Act Section 10D and Nasdaq; clawback applies to incentive‑based compensation upon accounting restatement; recovery over prior three completed fiscal years; administered by the Compensation Committee .
Equity Ownership & Alignment
Beneficial ownership (as of April 25, 2025):
| Holder | Shares Owned | Options/Warrants Exercisable within 60 days | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Shaun R. Bagai (CEO) | 361,023 common + 40,983 warrants | 615,356 options | 976,379 | 2.67% (36,551,752 shares outstanding) |
Outstanding equity awards (CEO) at FY‑end:
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 05/19/2017 | 60,000 | — | 0.50 | 05/18/2027 |
| 07/11/2018 | 120,000 | — | 0.65 | 07/10/2028 |
| 09/30/2021 | 58,414 | 16,556 | 6.04 | 09/29/2031 |
| 09/30/2021 | 39,807 | 3,089 | 6.04 | 09/29/2031 |
| 03/10/2022 | 40,260 | 8,053 | 3.17 | 03/09/2032 |
| 03/15/2023 | 65,000 | 65,000 | 3.29 | 03/14/2033 |
| 01/19/2024 | 66,973 | — | 1.08 | 01/18/2034 |
| 01/19/2024 | 1 | 130,347 | 1.08 | 01/18/2034 |
| 01/19/2024 | 57,350 | 62,565 | 1.08 | 01/18/2034 |
Recent grants:
- Jan 2024: Option to purchase 250,263 shares; exercise price $1.08; monthly vest over 48 months .
- Apr 2025: Option to purchase 409,992 shares; exercise price $0.8448; monthly vest over 48 months .
Vesting schedules: Options generally vest monthly over 48 months from grant date (certain 2021 and 2023 grants vest monthly over four years from specified start dates) .
Ownership guidelines and pledging: The proxy discloses beneficial ownership and equity plan information but does not specify executive stock ownership guidelines or any share pledging by Mr. Bagai; director compensation notes that executive directors (Bagai, Agah) do not receive director fees .
Employment Terms
- Offer/Confirmatory letters: Original employment offer effective Jan 1, 2016; amended June 2017 and Dec 2020; Confirmatory Employment Letter in Nov 2021 (at‑will; supersedes prior agreements). IPO‑related adjustments included bonus and salary increase; subsequent salary increases to $495,000 (retroactive Jan 1, 2022) and to $572,000 retroactive Jan 1, 2025; CEO target bonus set at 55% of base .
- Change in Control and Severance Agreement (Nov 2021; continuing until terminated):
- Outside CIC period: 100% of annual base compensation (lump sum), pro‑rata target bonus, and up to 12 months COBRA for CEO .
- During CIC period: 100% of annual base compensation and up to 18 months COBRA for CEO; full acceleration of outstanding unvested service‑based equity (performance‑based awards excluded) .
- 280G cutback/no tax gross‑ups: Payments reduced as needed to avoid excise tax if economically beneficial; no tax gross‑ups .
- Release required: Severance contingent on signing and not revoking separation agreement .
Board Governance
- Board service: Director since June 2014; not independent due to executive status; board comprised of six directors with four independent per Nasdaq rules .
- Committee memberships: Mr. Bagai is not a member of Audit, Compensation, or Nominating & Corporate Governance Committees .
- Committee chairs: Compensation (Macfarlane); Audit (Ryan, who is audit committee financial expert); Nominating & Corporate Governance (Ryan) .
- Attendance: In FY 2024, the board held six meetings; each director attended at least 75% of board and applicable committee meetings .
- Director compensation: Executive directors (Bagai, Agah) do not receive additional director compensation; non‑employee directors receive cash fees and option grants (e.g., 2024 fees ranged ~$51k–$64.5k plus ~$24.3k option grant value) .
- Dual‑role considerations: CEO+director; independence mitigated by majority‑independent board and independent committee leadership (no indication of CEO serving as Chair or Lead Independent Director) .
Performance Compensation
| Component | Year | Metric/Goal | Target | Actual | Payout/Value | Notes |
|---|---|---|---|---|---|---|
| Annual Bonus | 2024 | 2024 Performance Goals (pre‑commercialization, distribution/BD, catheter supply, lead program, finance) | 55% of base ($520k) | 100% achievement (determined Jan 2025) | $286,000 (cash) | Subject to clawback; paid as soon as practicable post‑period |
| Financing Bonus | 2024 | Completion of financings | Not disclosed | Trigger achieved | $114,457 (cash) | Mid‑year additional bonus |
| Recognition Bonus | 2023 | Company/individual performance recognition | Not disclosed | Not disclosed | $69,376 cash; 50% of bonus in fully vested options (10‑year term) | Structure indicates mixed cash/option bonus |
Equity Ownership & Alignment (additional detail)
- Equity plan scale: As of Dec 31, 2024, total securities to be issued upon exercise under plans were ~2.80 million options/warrants (weighted avg exercise price $1.84) .
- Plan evergreen increased proposal (Apr 25, 2025): Board proposed adding 913,794 shares to 2021 Plan and increasing evergreen from 3% to 5% annually (for shareholder vote) .
- Vesting mechanics: Standard monthly vesting over 48 months; accelerated vesting upon CIC termination for service‑based awards .
Employment Terms (non‑compete/other)
- Non‑compete/non‑solicit/garden leave/post‑termination consulting: Not disclosed for CEO in the proxy; CEO is an at‑will employee per Confirmatory Employment Letter .
Investment Implications
- Pay‑for‑performance alignment: 2024 cash bonus tied to multi‑area corporate goals paid at 100%; mid‑year financing bonus underscores strategic capital execution; 2023 bonus included fully vested option component, switching to pure cash in 2024—suggests a shift towards cash incentives as commercialization begins .
- Insider supply/vesting pressure: CEO beneficially owns 976,379 shares (2.67%), including 615,356 options exercisable within 60 days; multiple 2024–2025 option grants vest monthly, implying ongoing potential for incremental exercisability and possible selling pressure depending on liquidity needs; no pledging disclosures found in proxy .
- Retention and severance economics: Double‑trigger CIC terms provide 100% base and up to 18 months COBRA plus full service‑based equity vesting; outside CIC, 100% base + pro‑rata target bonus + 12 months COBRA; no tax gross‑ups but 280G cutback—market‑standard protection that balances retention with shareholder‑friendly features .
- Governance mitigants to dual‑role risk: CEO is not independent, but majority‑independent board, independent committee chairs, and clawback policy reduce governance risk; executive directors receive no director fees, limiting potential overlaps in compensation .
- Execution trajectory: Commercial revenue ramping (Q1 ~$200k; Q2 >$400k; Q3 ~$266k; YTD ~$900k) while Phase III trial advances; compensation benchmarks targeting 50th percentile for CEO base in 2025 indicate competitive but not excessive pay positioning during scale‑up .
- Red flags: None of Item 401(f) legal proceedings disclosed for executives/directors; no tax gross‑ups; no option repricing disclosed; however, equity plan evergreen expansion (to 5%) could incrementally increase dilution and warrants monitoring alongside revenue growth .