Laxminarayan Bhat
About Laxminarayan Bhat
Founder of Reviva Pharmaceuticals (Old Reviva, 2006) and President/CEO and director of Reviva Pharmaceuticals Holdings, Inc. since December 2020; age 60; Ph.D. in synthetic organic chemistry (NEHU, India) with post-doctoral training at University of Kansas, Georg‑August‑Universität Göttingen, and Université du Maine; prior R&D roles at XenoPort and ARYx Therapeutics . Under pay-versus-performance disclosure, cumulative TSR on a $100 investment was $147.06 (2022), $178.20 (2023), and $62.63 (2024), while the company reported net losses of ($28.26M), ($39.26M), and ($29.92M), respectively . Board leadership is separated (independent Chairman Parag Saxena), with a majority‑independent board and standard committee structures; Bhat is an employee director, thus not independent .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Reviva Pharmaceuticals, Inc. (Old Reviva) | Founder; President & CEO; Director | 2006–2020 | Built CNS drug discovery/development platform that became Reviva Pharmaceuticals Holdings via 2020 business combination . |
| XenoPort, Inc. | Research Scientist | 2000–2004 | Small‑molecule research contributing to pharma pipeline; later acquired by Arbor Pharmaceuticals . |
| ARYx Therapeutics | Research Scientist | 2004–2006 | Clinical development–focused biotech R&D . |
| University of Kansas, Higuchi Biosciences Center | Post‑doctoral researcher (Drug Discovery Program) | 1997–2000 | Advanced medicinal chemistry/post‑doctoral research; foundation for later CNS pipeline . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alexander von Humboldt Foundation | Humboldt Fellow (research award) | 1995 (selection) | Internationally recognized fellowship supporting advanced research in Germany . |
| Academic institutions (training) | Post‑doctoral research | N/A | University of Kansas; Georg‑August‑Universität Göttingen; Université du Maine . |
Fixed Compensation
| Item | 2023 | 2024 | 2025 actions |
|---|---|---|---|
| Base salary ($) | 450,000 | 450,000 | 565,000 effective Jan 1, 2025 |
| Target annual bonus (% of base) | 50% (set by Comp Committee) | 50% (eligible) | 50% target for FY25 (discretionary metrics) |
| Actual bonus ($) | 157,500 (for 2023; paid in fully vested options on 9/15/2024) | 157,500 (cash for FY24) | N/A |
2024 Summary Compensation Table (PEO):
- 2024: Salary $450,000; Bonus $157,500; Total $607,500 .
- 2023: Salary $450,000; Option Awards $2,157,247; Non‑Equity Incentive Plan Compensation $157,500; Total $2,764,747 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout form | Vesting |
|---|---|---|---|---|---|
| Annual bonus (FY23) | Not disclosed | Not disclosed | Committee‑determined | Fully vested stock options in lieu of cash; 158,451 options at $1.20 (grant 9/15/2024) | Immediate vesting on grant |
| Annual bonus (FY24) | Not disclosed | Not disclosed | Committee‑determined | $157,500 cash | N/A |
Notes:
- The company states it uses subjective and/or objective criteria approved by the Compensation Committee; specific financial/operational performance metrics and weightings are not disclosed in the proxy .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,703,706 shares (3.2% of 114,078,619 outstanding as of 10/21/2025) . |
| Components of beneficial ownership | Includes 890,288 options exercisable or exercisable within 60 days; 5,388 shares held by spouse; and 329,174 options of spouse exercisable within 60 days . |
| Excluded (unexercisable within 60 days) | 230,163 options (Bhat) and 80,169 options (spouse) not exercisable within 60 days of 10/21/2025 . |
| Anti‑hedging / pledging | Insider Trading Policy prohibits hedging/monetization (e.g., collars/forwards). No explicit pledging policy is disclosed in this proxy . |
| Ownership guidelines | Not disclosed in the proxy . |
Outstanding equity awards at FY2024 year‑end (CEO):
| Grant | Exercisable | Unexercisable | Exercise price | Expiration |
|---|---|---|---|---|
| Options (4/25/2023) | 350,713 | 92,287 | $6.74 | 4/24/2033 |
| Options (9/15/2024) | 158,451 | – | $1.20 | 9/14/2034 |
Recent CEO equity grants and vesting:
- 4/25/2023: 443,000 options at $6.74; 50% vested at grant; 1.389% monthly thereafter (through Mar 2026) .
- 9/15/2024: 158,451 options at $1.20 (bonus for FY23); immediate vest .
- 2/13/2025: 519,000 options at $1.80; ~42% vested at grant; remainder vests monthly Mar 2025–Dec 2027 .
Implications for potential selling pressure:
- A meaningful portion of awards have front‑loaded vesting (50% at grant in 2023; ~42% at grant in 2025), increasing near‑term liquidity of options; however, monetization is constrained by the company’s insider trading policy and trading windows .
Employment Terms
| Provision | Key terms |
|---|---|
| Agreement date/role | Employment agreement effective Dec 14, 2020; CEO reporting to Board . |
| Base salary (initial) | $400,000; later increased by Committee actions (see Fixed Compensation) . |
| Target bonus | Up to 50% of base, subject to Committee‑set criteria . |
| Equity eligibility | Eligible under 2020 Equity Incentive Plan . |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: accrued amounts + 18 months base + 1.5x target bonus; 12 months service credit on unvested awards; up to 18 months COBRA; reduced to 6 months base + 0.5x target bonus and 6 months service credit if termination after 3rd anniversary of agreement . |
| Death/Disability | Accrued amounts + lump sum equal to 18 months base and target bonus . |
| Change in Control (within 12 months) | If terminated without Cause or for Good Reason within 12 months post‑CIC: accrued amounts + lump sum 1.5x base + target bonus; full acceleration of all outstanding equity and cash incentive payments; up to 18 months COBRA . |
| Non‑compete / non‑solicit | Separate agreement effective Dec 14, 2020 with three‑year non‑compete in North America, Europe, India; non‑solicitation and confidentiality; mutual non‑disparagement . |
| Indemnification | Indemnified to fullest extent; separate indemnification agreement like other directors/officers . |
Board Governance
| Topic | Detail |
|---|---|
| Board/role | Director since 2020; President & CEO; founder . |
| Board leadership | Independent Chairman (Parag Saxena); CEO and Chair roles separated . |
| Independence | Board determined four directors independent; as an employee, Bhat is not independent . |
| Committees | Audit (Chair: Funtleyder; members Funtleyder, Patel, Margolin), Compensation (Chair: Patel; members Patel, Margolin, Saxena), Nominating/Governance (Chair: Saxena; members Saxena, Funtleyder, Patel). Bhat does not serve on committees . |
| Meetings/attendance | 19 Board meetings in 2024; all directors attended ≥75% of Board and committee meetings during their service period . |
| Director compensation policy (non‑employees) | Cash retainers plus fixed‑share annual option grants (8,200 options; 1‑year cliff) per 2023 amendments; Chairs receive higher retainers . |
| Say‑on‑pay | Advisory vote proposed annually; no historical approval percentages disclosed in this proxy . |
Dual‑role implications:
- Bhat is CEO and a director, but not Chairman; the separation, independent Chair, and independent committee structure mitigate concentration of authority and independence concerns typical of CEO‑Chair dual roles .
Related Party and Risk Indicators
- Related parties: Spouse employed as VP Program & Portfolio Management; received options and compensation adjustments; brother holds 1% and is a director of the Indian subsidiary due to foreign ownership constraints .
- Anti‑hedging: Company prohibits hedging/monetization transactions for insiders; no explicit proxy disclosure of pledging policy .
- Going concern language in 2023 and 2024 audit reports (Moss Adams) and subsequent auditor merger into Baker Tilly; Nasdaq minimum bid price deficiency notice in 2025 with planned reverse split authority to maintain listing .
Director Compensation (for non‑employee directors; Bhat as employee director not included)
| Director | 2024 Cash Fees ($) | 2024 Option Awards ($) | Total ($) |
|---|---|---|---|
| Parag Saxena (Chair) | 70,250 | 17,109 | 87,359 |
| Les Funtleyder | 51,250 | 17,109 | 68,359 |
| Purav Patel (Comp Chair) | 53,750 | 17,109 | 70,859 |
| Richard Margolin | 45,000 | 17,109 | 62,109 |
Pay Versus Performance Snapshot
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO SCT Total Compensation ($) | 560,000 | 2,764,747 | 607,500 |
| CEO “Compensation Actually Paid” ($) | 560,000 | 2,271,344 | 345,951 |
| Company TSR ($100 initial) | 147.06 | 178.20 | 62.63 |
| Net Loss ($) | (28,261,442) | (39,260,837) | (29,918,802) |
Equity Plan Capacity (alignment/dilution context)
- As of 12/31/2024: 2,559,440 options outstanding (WAEP $4.07) and 2,800,506 shares available for future issuance; “evergreen” added 4,657,919 shares on 1/1/2025 (10% of 12/31/2024 shares) .
- Record date capitalization (10/21/2025): 114,078,619 shares outstanding; 115,815,147 common warrants; 3,129,190 options; and 1,968,765 pre‑funded warrants reserved—reverse split authority sought to address Nasdaq compliance .
Notable Option Grants and Terms (CEO)
| Grant date | Shares | Strike | Vesting | Expiration |
|---|---|---|---|---|
| 4/25/2023 | 443,000 | $6.74 | 50% at grant; 1.389% monthly through Mar 2026 | 4/24/2033 |
| 9/15/2024 | 158,451 | $1.20 | Immediate (bonus in options) | 9/14/2034 |
| 2/13/2025 | 519,000 | $1.80 | ~42% at grant; remainder monthly Mar 2025–Dec 2027 | Per award agreement (not separately stated) |
Investment Implications
- Pay mix and alignment: CEO compensation includes material equity via options, with front‑loaded vesting portions (50% in 2023 grant; ~42% in 2025 grant), aligning upside but potentially increasing near‑term liquidity of exercisable awards; the 2023 bonus was also paid via fully vested options, amplifying equity exposure and immediate monetization capacity within trading windows .
- Retention and severance economics: Without‑cause/Good Reason severance at 1.5x base+bonus and 12 months service credit (pre‑3rd anniversary) and full acceleration on CIC‑related separation provide meaningful protection; after the 3rd anniversary, severance scales down (6 months base + 0.5x target bonus; 6 months service credit), reducing tail exposure while still providing retention support .
- Ownership and governance: 3.2% beneficial ownership (including spouse holdings) indicates tangible skin‑in‑the‑game; independent Chair and independent committees mitigate dual‑role concerns from CEO serving on the board .
- Risk flags to monitor: Related‑party employment (spouse) and foreign subsidiary stake held by a family member (mandated by local rules) warrant ongoing oversight; auditors included going‑concern language in 2023–2024; Nasdaq minimum bid price deficiency led to seeking reverse split authority—each a potential overhang affecting equity award value realization and trading dynamics .
Sources: Reviva Pharmaceuticals Holdings, Inc. DEF 14A (filed Nov 4, 2025). Specific citations are included inline.