Priya Prasad

About Priya Prasad

Priya Prasad (age 46) is Interim Chief Executive Officer (since June 2025), Chief Financial Officer (since January 2023), and a Director (since March 2024) at Syra Health. She holds an MBA (UMass–Boston), MS Environmental Science (Bangalore University), and BS Environmental Science (Mount Carmel College) . Under her finance leadership, Syra’s 2024 revenue grew 45% year over year to $8.0 million, though Adjusted EBITDA was ($3.68) million; Q4 2024 net loss nearly halved year over year, reflecting operating discipline . She also serves on Syra’s board while simultaneously holding executive roles, raising standard dual‑role governance considerations (not independent) .

Past Roles

External Roles

Fixed Compensation

• Employment agreement (COO) base salary $150,000 effective May 1, 2022; at‑will with 14 days’ termination notice by Company (no cause) and 30 days by executive; standard benefits .
• Interim CEO letter agreement: $6,100 per month effective June 16, 2025 .

Performance Compensation

• No annual performance bonus plan structure, equity performance awards, or specific metrics (revenue/EBITDA/TSR) were disclosed for Prasad for 2023–2024; Summary Compensation Table shows no bonus, stock, or option awards .
• Outstanding equity awards for named executive officers (including Prasad) were zero as of December 31, 2024 .

Equity Ownership & Alignment

• Executives had no outstanding equity awards at 12/31/2024 (no scheduled vesting supply) .
• Anti‑hedging policy bans hedging/derivatives; pledging is restricted but may be permitted with compliance approval and demonstrated capacity to repay without pledged shares (potential red flag if used) .
• No executive or director stock ownership guidelines disclosed; no pledging by Prasad disclosed .

Employment Terms

Board Service and Governance

• Board Service: Director since March 2024; currently a management director (not independent) .
• Dual‑Role Implications: Interim CEO + CFO while serving on the board; company currently has no Board Chair (concentration of authority; mitigated by independent committee structures) .
• Committees: Audit (Rogers, Paranjape, A. Reddy), Compensation (V. Reddy, A. Reddy), Nominating/Governance (V. Reddy, A. Reddy); Prasad is not listed on these committees .
• Board Attendance (2024): Board held 8 meetings; all directors met ≥75% attendance; Audit 3, Compensation 2, Nominating 0 .
• Director Compensation (Non‑employees): 2025 cash retainer $20k; chair fees $10k (Audit), $5k (Comp/Nom‑Gov); committee members $2k; plus options issued in 2024 to non‑employee directors; Prasad, as an employee, does not receive director fees .

Company Performance During Prasad’s Finance Tenure

• Q4 2024: Operating expenses down 39% YoY; net loss improved to ($0.50)m from ($1.00)m .
• Segment notes: Population Health revenue more than doubled in 2024; mix shift toward higher‑margin lines underway .

Risk Indicators & Red Flags

• Section 16 filing timeliness: Prasad failed to report 1 transaction on time on Form 4 (process/controls flag) .
• Related‑party transactions: Headquarters lease with STVentures (husband a member) $131,516 (2024); RAD CUBE IT services $22,233 (2024) (Prasad affiliated); NLogix recruitment services $516,129 (2024) (affiliates) .
• Governance flux: CEO terminated for cause (June 2025) and board CEO search; leadership transitions can elevate execution risk .
• Capital structure: Dual‑class with 16.5 votes per Class B share; Prasad holds 29.2% of Class B and 13.6% aggregate voting power—governance scrutiny potential .

Compensation Structure Analysis

• Cash‑heavy, equity‑light: NEO compensation shows minimal at‑risk pay—no cash bonus, stock, or options in 2023–2024; no disclosed performance metrics. This weakens pay‑for‑performance alignment and reduces vesting‑related selling overhang .
• Director equity vs. executive equity: Non‑employee directors received options (2023/2024 grants) while NEOs did not; could indicate caution on executive dilution or limited equity pool utilization for executives .
• Policy posture: Anti‑hedging policy is strong; pledging exception process exists (monitor for any approvals) .

Compensation Committee & Peer Practices

• Committee Members: Compensation Committee composed of independent directors (Vijayapal R. Reddy, Avutu S. Reddy; chair Avutu S. Reddy) .
• Consultant usage / Peer group / Target percentile: Not disclosed; no say‑on‑pay results disclosed (emerging growth company status) .

Investment Implications

• Alignment: Absence of variable and equity pay for Prasad means limited direct linkage to stock/financial targets; however, her large super‑voting Class B stake (29.2%; 13.6% voting power) aligns influence with long‑term control but can raise governance discount concerns .
• Selling Pressure: With no RSUs/options outstanding and limited disclosed warrants, there is minimal scheduled vesting‑driven supply; monitor any conversions/pledges given policy exceptions .
• Retention: Base salary plus modest interim CEO stipend ($6,100/month) without disclosed severance or CoC protection suggests retention risk in a competitive market; lack of equity refresh may reduce stickiness .
• Governance/Execution Risk: Dual role (Interim CEO + CFO + Director) and leadership turnover elevate execution risk; mitigating factors include independent committees and recent operating efficiency gains .
• Operating Trajectory: Revenue scaling and cost reductions are positive, but sustained profitability progress is still required; track FY25 guidance execution and any compensation redesign introducing performance metrics and equity alignment .