Nailesh Bhatt

About Nailesh Bhatt

Nailesh Bhatt (age 53) is an independent director of Sonnet BioTherapeutics (SONN), serving on the board since July 2018. He is CEO of VGYAAN Pharmaceuticals (since January 2018), Managing Director and founder of Proximare (since November 2001), and founded Proximare Lifesciences Fund in June 2015. He holds a B.A. in Biology from Boston University; the board designated him as the Audit Committee financial expert in 2025 .

Past Roles

External Roles

Board Governance

• Independence: The board determined Mr. Bhatt is independent under Nasdaq and SEC rules .
• Attendance: In FY2024, each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
• Board leadership: As of 2025, the board has no Chair and no Lead Independent Director; CEO serves as Interim CEO (Raghu Rao); structure reviewed periodically .
• Committee assignments (FY2025):
  • Audit Committee: Chair – Nailesh Bhatt; members – Albert Dyrness, Lori McNeill; Bhatt designated “audit committee financial expert” .
  • Compensation Committee: Chair – Albert Dyrness; member – Nailesh Bhatt .
  • Nominating & Corporate Governance Committee: Chair – Albert Dyrness; members – Nailesh Bhatt, Lori McNeill .

Fixed Compensation

Director cash retainer policy and Bhatt’s actual fees.

Notes:

• FY2023 committee composition: Bhatt was Audit Chair and Nominating member (not Compensation member), which aligns to $35k + $15k + $4k = $54k .
• Policy applies across non-employee directors; reimbursable expenses in addition .

Performance Compensation

Equity awards for directors (time-based) and absence of performance-linked metrics.

Other Directorships & Interlocks

• Current boards: Azurity Pharmaceuticals (private), CoreRx Pharma (private CDMO), Spectra Medical Devices (private) .
• SONN disclosed no related-party transactions involving Bhatt since FY2023; related transactions listed involved other executives (e.g., Mohan, Rao; and CMO Kenney in 2025 private placement) .
• Compensation Committee interlocks: None existed (committee of Dyrness, Bhatt) .

Expertise & Qualifications

• Audit Committee Financial Expert designation (2025) underscores finance/audit literacy .
• 20+ years of pharma advisory and operating experience (Proximare, VGYAAN) .
• Education: B.A. in Biology, Boston University .

Equity Ownership

Insider Trades and Section 16 Compliance

Say-on-Pay & Shareholder Feedback (2025)

• Say-on-Pay (advisory): Approved — For 1,209,407; Against 330,412; Abstain 5,678; Broker non-votes 2,152,195 .
• Say-on-Pay frequency: Shareholders favored annual (“One Year”) — One Year 1,394,436; Two Years 60,801; Three Years 88,271; Abstain 1,995; Broker non-votes 2,152,189, contrasting with the board’s prior recommendation of “three years” .

Governance Assessment

• Strengths:

  • Independent director with relevant industry experience; serves as Audit Committee Chair and designated financial expert (improves oversight of financial reporting and related-party reviews) .
  • Committee workload and engagement evident; at least 75% attendance thresholds were met by all directors in FY2024; prior year similarly disclosed .
  • No related-party transactions were disclosed involving Bhatt (reduces conflict risk) .

• Watch items / RED FLAGS:

  • Section 16(a) timeliness: Company disclosed late Form 4 filings in prior periods (including for Bhatt), indicating administrative compliance risk; December 2024 filings reported December 2023 grants .
  • Board leadership: Absence of a Lead Independent Director in 2025 can be viewed as a governance weakness given interim CEO on the board; investors often prefer designated independent leadership for board effectiveness .
  • Multiple external commitments: Concurrent executive role (VGYAAN CEO) and multiple external boards (Azurity, CoreRx, Spectra) could create time-commitment considerations; no specific attendance shortfall disclosed, but worth monitoring .

• Director compensation alignment:

  • Predominantly cash-based with modest equity; FY2024 actuals: cash $54,000; stock awards $4,328 for Bhatt; RSU holdings increased from 171 (FY2023) to 373 (FY2024), modest equity “skin in the game” .
  • No director ownership guidelines disclosed; anti-hedging policy in place .

• Shareholder sentiment:

  • 2025 Say-on-Pay passed, but shareholders clearly preferred annual say-on-pay frequency, while the board recommended triennial — a signal for closer pay program engagement .

Overall, Bhatt brings relevant sector expertise and serves in critical oversight roles (Audit Chair/financial expert), with independence affirmed. Monitoring points include Section 16 timeliness history, absence of a lead independent role, and balancing external commitments with SONN board duties .