Narayan Prabhu
About Narayan Prabhu
Narayan Prabhu, age 54, has served as Chief Financial Officer of Reviva Pharmaceuticals Holdings, Inc. since December 14, 2020. He is a CPA with a B.S. in Accounting & Finance from Indiana University (Kelley School of Business) and an MBA from UC Berkeley (Haas) . During his tenure, company-level TSR (value of an initial $100 investment as of fiscal year-end) was $147.06 (FY2022), $178.20 (FY2023), and $62.63 (FY2024), while net losses were $28.3M (FY2022), $39.3M (FY2023), and $29.9M (FY2024) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cisco Systems, Inc. | M&A Controller | 2009–2014 | Not disclosed |
| Sony Biotechnology Inc. | Chief Financial Officer | 2014–2019 | Not disclosed |
| Independent consulting | Interim CFO and Controller services | 2019–2020 | Not disclosed |
| Reviva Pharmaceuticals Holdings, Inc. | Chief Financial Officer | 2020–present | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | Company filings list only RVPH role and prior employment; no external public company directorships disclosed . |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 (approved Feb 13, 2025) |
|---|---|---|---|
| Base Salary ($) | 325,000 | 325,000 | 330,000 |
| Target Bonus (% of base) | 41% | — | 41% |
| Actual Bonus (Cash, $) | — (paid in options) | 79,950 | — |
| Bonus Delivered as Options (grant-date fair value, $) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Options in lieu of 2023 cash bonus | 95,940 | — | — |
Performance Compensation
| Type | Grant Date | Shares/Units | Strike/Terms | Vesting schedule | Performance metric / payout |
|---|---|---|---|---|---|
| Stock Options | Apr 14, 2021 | 50,000 | $4.30 | 25% after one-year cliff (Dec 2021), then 2.0833% monthly Jan 2022–Dec 2023 | Discretionary bonus eligibility; specific metrics not disclosed |
| Stock Options | Apr 25, 2023 | 170,000 | $6.74 | 50% vested at grant; 1.389% monthly over 36 months (Apr 2023–Mar 2026) | Discretionary; specific metrics not disclosed |
| Stock Options (bonus in lieu of cash) | Sep 15, 2024 | 95,940 | $1.20 | Fully vested at grant | In payment of FY2023 incentive bonus |
| Stock Options | Feb 13, 2025 | 194,250 | $1.80 | ~42% vested at grant; remainder monthly Mar 2025–Dec 2027 | Discretionary; FY2025 target 41% of base |
Bonus structure: Compensation Committee sets discretionary subjective and/or objective criteria; no explicit revenue/EBITDA/TSR targets disclosed .
Equity Ownership & Alignment
| As of | Shares Outstanding | Total Beneficial Ownership (Prabhu) | Ownership % | Options Exercisable ≤60 days | Options Not Exercisable ≤60 days | Pledging | Hedging Policy |
|---|---|---|---|---|---|---|---|
| Oct 21, 2025 | 114,078,619 | 524,441 | <1% | 424,441 | 86,328 | Not disclosed | Hedging prohibited for officers/directors/employees |
Executive ownership group (6 persons) held 8.9% collectively; Prabhu’s stake is below 1% . No stock ownership guidelines for executives are disclosed in the proxy; insider trading policy and anti-hedging policy are in place .
Employment Terms
| Item | Disclosure |
|---|---|
| Offer Letter effective | Dec 14, 2020 (dated Oct 19, 2020) |
| Employment term | At-will |
| Base salary (initial) | $275,000 |
| Bonus eligibility | Discretionary; Committee sets subjective/objective criteria |
| Equity eligibility | 2020 Equity Incentive Plan participation |
| Severance provisions | Not disclosed for Prabhu in filings |
| Change-of-control | Not disclosed for Prabhu in filings |
| Indemnification agreement | Executives covered; indemnify to fullest extent permitted by Delaware law |
| Insider trading policy | Adopted and referenced in 2024 Form 10-K |
| Anti-hedging | Hedging/monetization transactions prohibited |
Performance & Track Record
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| TSR – value of initial $100 investment ($) | 147.06 | 178.20 | 62.63 |
| Net Loss ($) | (28,261,442) | (39,260,837) | (29,918,802) |
- SOX 302 CFO Certifications filed with Q2’24 and Q3’24 10-Qs affirming disclosure controls and internal control responsibilities .
- Company remains pre-revenue in filings; focus on clinical development; executive pay not tied to financial metrics (per Pay vs Performance discussion) .
Compensation Structure Analysis
- Increase in guaranteed cash: FY2025 base salary increased to $330,000; FY2024 cash bonus paid ($79,950) after prior-year equity-in-lieu bonus—suggests some normalization toward cash while conserving cash in FY2023 via equity .
- Equity-heavy incentives: Multiple option grants with meaningful immediate vesting (50% in 2023; ~42% in 2025), lowering risk versus purely performance-vesting structures .
- No disclosed performance metrics or PSU frameworks: Incentives are discretionary; no explicit revenue/EBITDA/TSR targets, ESG goals, or PSU structures disclosed .
Vesting Schedules and Insider Selling Pressure
- Near-term exercisability: 424,441 options exercisable within 60 days of Oct 21, 2025, including fully vested 95,940 options granted in Sep 2024; 2025 grant front-loads ~42% at grant—potential near-term liquidity/overhang if exercising/selling occurs .
- Policy constraints: Anti-hedging policy reduces misalignment risk; no pledging disclosures identified in proxy .
Related Party and Governance Context
- Say-on-Pay: Advisory vote scheduled at Dec 18, 2025 annual meeting (Board recommends FOR) .
- Capital structure proposals: Increase in authorized shares to 515M and reverse split proposal; Board cites Nasdaq minimum bid price compliance as rationale—implications for dilution, option economics, and liquidity .
Investment Implications
- Alignment: Prabhu’s ownership is primarily via options with significant near-term exercisability; anti-hedging policy supports alignment, but lack of explicit performance metrics (e.g., revenue/EBITDA/TSR targets) reduces pay-for-performance transparency .
- Retention: At-will employment with no disclosed severance/change-of-control protections could imply higher retention risk versus market peers; continued equity refresh (2025 grant 194,250 options) provides incentives across 2025–2027 .
- Trading signals: Immediate vesting components (2024 fully vested bonus options; ~42% of 2025 grant) and 424,441 options currently exercisable may create episodic selling pressure—monitor Form 4s around vest dates and corporate events .
- Corporate risk backdrop: Reverse split/authorized share increase proposals and ongoing net losses frame financing/dilution risk; compensation committee retains discretion without disclosed hard metrics—investors should engage on metric design and equity mix .