Kirti Desai
About Kirti Desai
Kirti Desai is Chief Financial Officer (principal financial and accounting officer) of Tevogen Bio Holdings Inc. (TVGN) since February 2024 and previously served as CFO of Tevogen Bio beginning June 2020; he is a certified public accountant and age 68 . Prior experience includes President of Star Accounting Services Inc. (2005–2021) and he serves as Treasurer of Shrimad Rajchandra Mission Dharampur (USA) Inc. . TVGN operates a single segment and has not yet generated revenue in its operating history; the chief operating decision maker uses consolidated net loss and qualitative factors to evaluate performance and establish compensation . Desai signed SOX Section 302 and Section 906 certifications for FY2024, evidencing responsibility for disclosure controls and fair presentation of financials .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tevogen Bio Holdings Inc. | Chief Financial Officer | Feb 2024–present | Principal financial officer; signed SOX 302/906 certifications on FY2024 10-K |
| Tevogen Bio Inc. | Chief Financial Officer | Jun 2020–Feb 2024 | Led finance through SPAC business combination into TVGN |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Star Accounting Services Inc. | President | 2005–2021 | Led accounting and tax services firm; CPA credentials |
| Shrimad Rajchandra Mission Dharampur (USA) Inc. | Treasurer | Not disclosed | Non-profit governance/financial stewardship |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $300,000 | $300,000 |
| Target Bonus (%) | Not disclosed | Not disclosed |
| Actual Bonus Paid ($) | $0 (no bonus reported) | $0 (no bonus reported) |
| All Other Compensation ($) | $0 | $0 |
| Total Compensation ($) | $300,000 | $300,000 |
Performance Compensation
- Executive equity design (2025): independent directors determined to grant executive officers Restricted Stock awards vesting in three equal installments beginning on the fifth anniversary of grant, subject to forfeiture on termination; the company has never granted stock options .
- No new equity awards were granted to named executive officers in 2024 other than the CEO’s Special RSU Award; Desai received no stock awards in 2023–2024 .
Equity Ownership & Alignment
| Item | As of Apr 30, 2025 |
|---|---|
| Shares Beneficially Owned | 9,699,186 |
| Ownership % of Common Shares Outstanding | 5.27% (out of 183,893,433) |
| Options – Exercisable | 0 (no options outstanding) |
| Options – Unexercisable | 0 |
| RSUs – Vested, Not Settled | 0 (none disclosed for Desai) |
| RSUs – Unvested | 0 (none outstanding for Desai) |
- Anti-hedging and anti-pledging: directors and officers are prohibited from hedging, short sales, derivatives, and pledging/margin accounts, reducing misalignment and forced-sale risk .
- Registration rights: TVGN entered into an amended and restated registration rights agreement at closing with multiple holders, including Mr. Desai, enabling shelf registration and potential underwritten takedowns post-effectiveness and lock-up expiration for applicable holders .
Employment Terms
- Role and start dates: CFO since February 2024; CFO of Tevogen Bio since June 2020 .
- Clawback policy: Incentive Compensation Recovery Policy referenced in 10-K exhibits (Exhibit 97.1) .
- Indemnification: Form of Indemnification Agreement referenced among exhibits .
- Insider Trading Policy: governs trading preclearance and prohibits hedging/pledging; compliance overseen by the CFO; policy filed as an exhibit .
- Severance and change-of-control terms: not disclosed for Mr. Desai in the proxy or 10-K; no specific employment agreement terms found .
Performance & Track Record
- Governance and reporting: Desai signed SOX 302 and 906 certifications for FY2024, asserting fair presentation and effective disclosure controls design and evaluation .
- Company control environment: the prior auditor reported a material weakness for FY2023 related to complex instruments and related-party collectability; KPMG appointed as new auditor in 2024 .
- Operating backdrop: TVGN is a clinical-stage company with no revenue to date; performance evaluation uses consolidated net loss and qualitative inputs .
- Market risk context: TVGN filed an 8-K on Sept 26, 2025 regarding notice of delisting or failure to satisfy a listing standard (title only) [3].
Related Party Transactions (Governance Red Flags)
- Daughter’s company (Mehtaphoric Consulting Inc., controlled by Puja Mehta): received RSUs with grant date fair value of $266,800 for IT services in 2023; performance condition achieved at business combination .
- Son-in-law (Mittul Mehta): employed as CIO and Head of Tevogen AI; 2024 base salary $250,000 and RSU grants with aggregate grant date fair value $505,763 .
- Registration rights: Mr. Desai included among parties to the amended and restated registration rights agreement, facilitating resale registration and potential underwritten takedowns .
Compensation Structure Analysis
- Cash vs equity mix: Desai’s compensation in 2023–2024 was entirely cash salary; no stock awards, options, or bonuses reported, indicating low variable pay linkage to performance .
- Shift in instruments: Company-wide policy favors long-vesting restricted stock; options are not used, lowering risk profile for executives but limiting explicit performance-based triggers .
- Governance oversight: Controlled company without a standing compensation committee; independent directors perform some comp oversight, which may reduce formal pay-for-performance rigor .
Equity Ownership & Alignment Commentary
- Skin-in-the-game: 5.27% beneficial ownership positions Desai among significant holders, aligning interests with equity value creation .
- Hedging/pledging: policy prohibitions reduce misalignment and leverage-related selling pressure .
- Ownership guidelines: no executive stock ownership guidelines disclosed; compliance status not determinable from filings .
Employment & Contracts Commentary
- Non-compete/non-solicit/garden leave: not disclosed for Desai; no employment agreement details provided .
- Change-of-control economics: not disclosed for Desai; accelerated vesting terms described for CEO’s special award only .
- Clawbacks and indemnification: recovery policy and indemnification framework referenced, indicating standard governance protections .
Investment Implications
- Alignment: Desai’s 5.27% stake and prohibitions on hedging/pledging support alignment and reduce liquidity-driven selling risk; lack of options and no recent RSU grants minimize immediate vest-driven supply overhang .
- Pay-for-performance: compensation is predominantly fixed cash with no disclosed performance metrics or bonus outcomes for 2023–2024, suggesting limited short-term incentive alignment; future restricted stock is time-based, not metric-based .
- Governance risk: controlled company status, disbanded compensation committee, and multiple related-party transactions involving Desai’s family increase governance scrutiny and potential overhang on investor sentiment .
- Execution risk: clinical-stage, no revenue, prior internal control weakness and a 2025 delisting notice filing underscore operational and listing risks; finance leadership continuity and certifications are positives, but macro execution uncertainty remains elevated [3].