Parag Saxena
About Parag Saxena
Parag Saxena (age 70) is the independent Chairman of the Board at Reviva Pharmaceuticals Holdings, Inc. (RVPH), serving since December 2020 (previously Chairman of Tenzing Acquisition Corp. since 2018). He holds an MBA from Wharton, a B.Tech. from IIT Bombay, and an MS in Chemical Engineering from West Virginia College of Graduate Studies; his background spans decades of venture/private equity investing and board work. The Board has determined Mr. Saxena is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenzing Acquisition Corp. (predecessor SPAC) | Chairman | 2018–2020 | Led SPAC that combined with Old Reviva |
| INVESCO Private Capital (and predecessors) | CEO | 23-year tenure (prior to 2006) | Led >90 investments; ~1/3 became public (e.g., Alkermes, Celgene) |
| Advisory to Government of India | Advisor on FDI/Venture | Various | Committees advising PM and Planning Commission on VC/FDI |
External Roles
| Organization | Role | Nature |
|---|---|---|
| Vedanta Management LP | Co‑Founder, Managing Partner & CEO | Private equity/venture firm (co‑founded 2006) |
| NSR Advisors | Co‑Founder, Managing Partner & CEO | Private equity firm (co‑founded 2006) |
| IIT Bombay Heritage Fund | Director | Non‑profit/academic foundation |
| UPenn Center for Advanced Studies on India | Advisory Board | Academic advisory |
| Brown University | Indian Advisory Council & President’s Advisory Council on Biology & Medicine | Academic advisory |
| TiE Tri‑State (NY/CT/NJ) | President (past) | 2003–2010 |
| NYC Applied Sciences | Member, Mayor Bloomberg’s Advisory Committee (past) | Civic/innovation advisory |
Board Governance
- Board structure and independence
- Independent directors constitute a majority; Board determined Mr. Saxena, Mr. Funtleyder, Mr. Patel, and Dr. Margolin are independent under Nasdaq/SEC rules .
- Chairman and CEO roles are separated; Board asserts this improves oversight and independent agenda‑setting .
- Meetings and attendance
- Board met 19 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the December 10, 2024 annual meeting .
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Funtleyder, Patel, Margolin | Les Funtleyder | 6 |
| Compensation | Patel, Margolin, Saxena | Purav Patel | 5 |
| Nominating & Corporate Governance | Saxena, Funtleyder, Patel | Parag Saxena | 1 |
Mr. Saxena chairs the Governance Committee and sits on the Compensation Committee; he is not on the Audit Committee .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes/Source |
|---|---|---|
| Annual cash fee – Chairman | $57,500 | Per policy |
| Compensation Committee member fee | $5,000 | Per policy |
| Governance Committee chair fee | $7,750 | Per policy |
| Total cash fees (2024) | $70,250 | Matches reported fees |
| Option award grant‑date fair value (2024) | $17,109 | ASC 718 fair value |
| Total 2024 compensation | $87,359 | Cash + option value |
Policy mechanics (equity): Non‑employee directors receive annual nonqualified stock options for 8,200 shares; grants are made on the date of the annual meeting; options cliff‑vest after 1 year. Initial director grants are also 8,200 options, vesting 33% per year over 3 years .
YoY context: In 2023, Mr. Saxena’s cash fees were $70,250 and option fair value was $36,760 (total $107,010), indicating a lower 2024 option valuation (likely driven by underlying pricing/assumptions) with unchanged cash fee structure .
Performance Compensation (Director)
| Pay Element | Performance Metric(s) | Vesting/Terms | Notes |
|---|---|---|---|
| Annual director option grant | None disclosed for directors | Time‑based; 1‑year cliff vest | Equity grants are fixed‑share options; no disclosed performance conditions for directors |
The company utilizes performance considerations for executives, but none are disclosed for director pay; director equity is time‑based per policy .
Other Directorships & Interlocks
- Significant shareholder affiliations and financings
- Vedanta R2 Partners, LP (managed by affiliates of Mr. Saxena; general partner Vedanta Associates, LP) purchased $3,000,000.75 of pre‑funded and common warrants in a registered direct offering completed in November 2023; placement agent terms were the same as for other investors .
- Board review of related parties
- Audit Committee reviews/approves related party transactions under a formal policy (threshold >$100,000), ensuring terms are no less favorable than third‑party equivalents .
Expertise & Qualifications
- Extensive PE/VC track record (INVESCO Private Capital CEO; co‑founded Vedanta and NSR), with board and investment experience across healthcare and technology, and government/academic advisory roles .
- Formal education: MBA (Wharton), B.Tech (IIT Bombay), MS Chemical Engineering (West Virginia College of Graduate Studies) .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 6,259,806 shares (5.3%) |
| Director stock options exercisable within 60 days | 21,400 shares |
| Director stock options outstanding (12/31/2024) | 29,600 shares |
Breakdown highlights (included in beneficial ownership):
- Vedanta-related holdings include (examples; all included in total): 99,539 shares (Vedanta Associates, L.P.), 399,000 shares (Beta Operators Fund, L.P.), 931,000 shares (Vedanta Associates‑R, L.P.), 869,565 pre‑funded warrants (Beta Operators), 513,834 pre‑funded warrants (Vedanta Associates‑R), 585,366 pre‑funded warrants (Vedanta R2), and corresponding common warrants; Mr. Saxena also holds 21,400 options exercisable within 60 days. Certain additional warrants are subject to 4.99% blockers and are not included (e.g., 299,250 shares for Beta Operators, 689,150 shares for Vedanta Associates‑R) .
Alignment and policies:
- Anti‑hedging policy prohibits directors (and family/controlled entities) from hedging or monetization transactions (e.g., collars/forwards) .
Governance Assessment
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Strengths
- Independent Chairman; separation of Chair/CEO roles with explicit rationale for stronger oversight and independent agenda‑setting .
- Independence reaffirmed by Board under Nasdaq/SEC standards; independent majority and independent membership across key committees .
- Solid attendance disclosure (≥75% for all directors) and high Board activity (19 meetings in 2024) .
- Transparent director compensation policy with fixed retainers and standardized annual equity in options; cash fee breakdown aligns exactly with policy .
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Potential risks/RED FLAGS
- Related‑party exposure: Affiliates managed by Mr. Saxena (Vedanta R2 and related Vedanta entities) participated meaningfully in company financings (e.g., $3.0M in Nov‑2023), and Mr. Saxena is a 5%+ beneficial owner through affiliated funds and warrants; while reviewed under the related‑party policy and treated on market terms, this creates a continuing interlock and potential perceived conflict. Oversight relies on the Audit Committee and adherence to policy .
- Committee mix: Mr. Saxena chairs Governance and sits on Compensation. Given his affiliated ownership via Vedanta entities, continued vigilance on recusal and independent oversight when matters implicate related parties is prudent (Board asserts independence) .
- Indemnification arrangement: Mr. Saxena’s indemnification agreement specifies RVPH as indemnitor of first resort relative to potential indemnification sources from certain stockholder affiliates; while not unusual, it is notable in the context of his fund affiliations .
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Recent disclosures (context)
- 2025 proxy seeks shareholder approval to increase authorized shares and to authorize a reverse stock split (1:2 to 1:20) to address Nasdaq minimum bid price compliance; underscores capital markets and listing risk backdrop for governance decisions .
No director departures/elections were disclosed in 8‑K filings during 2025 to date; a February 18, 2025 8‑K detailed executive/base pay decisions and stock option grants for executives (not directors) .