Ryan Saadi
About Ryan Saadi
Ryan Saadi, M.D., M.P.H., is Chairperson of the Board and Chief Executive Officer of Tevogen Bio Holdings Inc. (TVGN). He has served as CEO and Chair since February 2024, and previously served as CEO and Chair of Tevogen Bio since June 2020; he is the company’s majority stockholder and age 60 . TVGN is a “controlled company” under Nasdaq rules because Dr. Saadi holds more than 50% voting power; the Board has no lead independent director, and compensational oversight is handled by the Board/independent directors after the compensation committee was disbanded in April 2025 . His compensation is dominated by long-dated restricted equity with seven-year-plus cliff schedules, anti-hedging/anti-pledging restrictions, and clawback provisions; there are no disclosed annual bonus metrics or payouts, indicating primarily service-based, retention-focused pay rather than explicit pay-for-performance targets . Company-level TSR, revenue, or EBITDA growth metrics tied to his compensation are not disclosed in the proxy or subsequent filings; stock-based compensation details and vesting structures are disclosed (see below) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CSL Behring | Global Vice President, Evidence, Market Access, and Strategic Pricing | 2018–2019 | Led global pricing/market access strategy for biopharma portfolio . |
| Janssen (J&J) | Global Head, Market Access and Policy, Oncology | 2012–2018 | Directed oncology market access and policy globally . |
| Johnson & Johnson (Cordis) | Worldwide VP, Health Policy, Reimbursement, Strategic Pricing & Market Access | 2008–2012 | Set global policy/pricing and reimbursement strategy for device business . |
| Genzyme | Global VP, Health Outcomes & Pricing | n/d | Senior leadership in outcomes and pricing (years not disclosed) . |
| Sanofi-Aventis | Global Head, Health Outcomes & Market Access (Oncology, bone & arthritis) | n/d | Led outcomes and access for multiple therapeutic areas (years not disclosed) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Yale School of Public Health | Leadership Council member | Since 2021 | External advisory leadership role . |
| CMS Medicare Evidence Development & Coverage Advisory Committee (MEDCAC) | Voting Member | 2010–2019 | Provided expert advice to CMS on clinical topics . |
Fixed Compensation
| Year | Base Salary ($) | Cash Bonus ($) | Notes |
|---|---|---|---|
| 2024 | 501,000 | n/d | No bonus metrics/payouts disclosed . |
| 2023 | 501,000 | n/d | No bonus metrics/payouts disclosed . |
| 2025 plan | Unchanged (no increase) | n/a | 2025 program emphasizes restricted stock; cash unchanged . |
Performance Compensation
| Award | Grant Date | Shares | Fair Value/Share | Total Fair Value | Vesting | Key Terms |
|---|---|---|---|---|---|---|
| Special RSU Award (settled into Restricted Stock) | Feb 14, 2024 | 19,348,954 | $4.51 | $87,263,783 | Four equal annual installments beginning Feb 14, 2031; seven-year cliff before first vest; continuous service required . | Voting rights; transfer/pledge prohibited before vest; forfeiture on termination; COC acceleration if award not assumed/continued; misconduct recoupment for prior 12 months . |
| 2025 Restricted Stock Award (RSA) | Jun 27, 2025 | 8,000,000 | $1.24 | $9,920,000 | Four equal annual installments beginning Jun 27, 2032; continuous service; full acceleration on death/disability . | Voting rights; transfer/pledge prohibited; forfeiture on termination; subject to clawback policies . |
Performance metrics, targets, weightings, or payouts for annual/long-term incentive plans are not disclosed for Dr. Saadi; vesting is primarily service-based and time-based. The company’s 2025 program for executives shifted to restricted stock with long-dated vesting starting in year five or later, intended to incentivize retention and ownership .
Equity Ownership & Alignment
| Holder | Beneficial Ownership (Shares) | % of Outstanding | As-of | Notes |
|---|---|---|---|---|
| Ryan Saadi | 118,446,583.322 | 64.41% | Apr 30, 2025 | Includes 193,923 shares held by spouse; confirms majority control . |
| Shares outstanding (context) | 183,893,433 | — | Apr 30, 2025 | Denominator used in proxy ownership table . |
| Shares outstanding (post RSA grants) | 193,693,433 | — | Jul 10, 2025 | Updated count after June 27, 2025 restricted stock awards . |
Additional alignment factors and constraints:
- Anti-hedging and anti-pledging: Directors and officers are prohibited from hedging and from holding/pledging TVGN securities in margin accounts, limiting leverage/pledge risk .
- Transfer restrictions: Dr. Saadi’s 2024 and 2025 restricted shares cannot be sold or pledged before vesting (first vest in 2031 and 2032, respectively), reducing near- to medium-term selling from these awards .
- Insider activity: Dr. Saadi sold 1,438,206 shares in the open market on June 9, 2025 at a VWAP of ~$1.23, indicating he may opportunistically monetize non-restricted holdings; an A&R registration rights agreement permits shelf takedowns by major holders (subject to conditions) .
- Lock-up: The post-merger lock-up expired (six months after closing), removing contractual sale constraints on unlocked shares .
Options: The CEO held no stock options outstanding as of Dec 31, 2024; equity is entirely in RSUs/restricted stock .
Ownership guidelines: No executive ownership guideline disclosure found in proxy; director grants and RSU structures disclosed .
Employment Terms
| Item | Disclosure |
|---|---|
| Role start and tenure | CEO and Chair since Feb 2024; CEO and Chair of predecessor Tevogen Bio since June 2020 . |
| Employment agreement | Current proxy does not describe CEO employment contract terms (severance or non-compete). Prior SPAC registration indicated intent to enter executive employment agreements at closing, but the 2025 proxy is silent on the CEO’s severance/change-in-control cash economics . |
| Change-in-control (equity) | Special RSU (restricted stock) accelerates if not assumed/continued in a COC; 2025 RSA terms do not specify COC acceleration beyond death/disability in the 10-Q note (assume governed by plan/award agreement) . |
| Clawback | Special RSU includes “Conduct Detrimental” recoupment for shares vested in prior 12 months; awards subject to company clawback policy and applicable law . |
| Anti-hedging/pledging | Prohibited for directors, officers, employees . |
Non-compete, non-solicit, garden leave, and severance multiples are not disclosed in the proxy; no cash severance schedule is presented .
Board Governance and Director Service
- Board roles: Dr. Saadi serves as Chairperson and CEO; the Board has no lead independent director . TVGN is a controlled company under Nasdaq rules due to Dr. Saadi’s majority voting power .
- Committee structure: The Board disbanded the compensation and nominating/governance committees in April 2025; the Audit Committee (all independent) is the only standing committee. Independent directors retain certain executive compensation oversight .
- Audit Committee: Members—Victor Sordillo (Chair), Jeffrey Feike, Susan Podlogar; Mr. Feike designated as financial expert; committee met five times in 2024 .
- Independence: All directors except Dr. Saadi are independent under Nasdaq rules .
- Attendance: In 2024, Board met three times; each director attended at least 75% of Board/committee meetings .
- Other public boards: Dr. Saadi serves on no other public company boards; “0” listed for current public company directorships .
Dual-role implications: CEO-Chair combination without a lead independent director, coupled with controlled company exemptions and the April 2025 disbanding of the compensation committee, concentrate governance power; independent director oversight is cited but formal committee checks are reduced .
Related Party Transactions (Governance Risk Signals)
- Spousal consulting: In 2023, the CEO’s spouse (Judy Akhtar) received RSUs with grant-date fair value of $533,600 for advisory services .
- CFO family consulting: Mehtaphoric Consulting (controlled by CFO’s daughter) received RSUs with grant-date fair value of $266,800 for IT services .
- Financing and affiliates: Multiple preferred stock issuances, a $36M line of credit, and consulting/services arrangements with entities affiliated with a 5% holder (Dr. Patel/Patel Family) in 2024–2025, including a 7.5% cumulative dividend on Series C Preferred and a manufacturing MSA with CD8 .
- Registration rights and shelf takedowns: A&R Registration Rights Agreement allows certain holders (including Dr. Saadi) to effect underwritten shelf takedowns post lock-up, once effective shelf is on file, not more than one per 12 months .
These transactions underscore potential conflicts and concentration of influence typical of founder-controlled, early-stage companies .
Multi-Year Executive Compensation Summary (CEO)
| Year | Salary ($) | Stock Awards ($, ASC 718 grant-date) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 501,000 | 87,263,783 (Special RSU Award) | 0 | 87,764,783 |
| 2023 | 501,000 | 0 | 0 | 501,000 |
Note: In 2025, the Board granted 8,000,000 shares of restricted stock to the CEO with long-dated vesting; fair value per share $1.24 at grant; aggregate $9.92M (recognized prospectively) .
Vesting Schedules and Potential Selling Pressure
| Award | First Vest Date | Vest Pattern | Transferability | Selling Pressure Implications |
|---|---|---|---|---|
| Special RSU (restricted stock) – 19,348,954 shares | Feb 14, 2031 | Four equal annual installments (2031–2034) | No sale/pledge until vest; voting permitted | Near- to medium-term selling from this block is precluded; long-term cliff may create concentrated vest events in 2031–2034 . |
| 2025 RSA – 8,000,000 shares | Jun 27, 2032 | Four equal annual installments (2032–2035) | No sale/pledge until vest | No near-term selling from award; adds later vesting overhang . |
| Other holdings (unrestricted common) | n/a | n/a | Sale permitted (lock-up expired) | CEO sold 1,438,206 shares on Jun 9, 2025 at ~$1.23 VWAP; indicates willingness to monetize outside restricted pools . |
Compensation Structure Analysis
- Mix and risk: Extreme tilt to long-dated, service-based restricted equity (no options), with first vest 7 years post-grant for 2024 award and 7 years post-grant for 2025 award; strong retention orientation, but limited explicit performance linkage (no disclosed revenue/EBITDA/TSR targets) .
- Governance overlay: Compensation committee disbanded April 2025; independent directors oversee comp; controlled company status reduces structural checks; a clawback exists (policy and award-specific “Conduct Detrimental”) .
- No cash bonus disclosure: No target or actual annual bonus metrics disclosed for 2023–2024; 2025 plan emphasizes additional restricted stock vesting beginning year five .
- Option usage: None outstanding; equity in RSUs/Restricted Stock only (lower risk vs options; less upside leverage) .
- Policy constraints: Anti-hedging/anti-pledging and margin prohibitions support alignment and lower financial risk-taking with personal holdings .
Board Service History and Roles
- Board service: Director and Chair since 2024; Class III director term through 2027 .
- Committees: Not a member of Audit Committee; Board has only Audit Committee as of 2025; compensation and nominating committees were disbanded .
- Independence: Not independent; other directors are independent under Nasdaq rules .
- Attendance: Met minimum attendance threshold in 2024 with the Board (75%+) .
Risk Indicators & Red Flags
- Control and governance concentration: Majority voting control by CEO; no lead independent director; disbanded compensation committee—heightened governance risk .
- Related-party transactions: CEO spouse and CFO family received company equity for services; multiple financings/agreements with a 5% holder and affiliates (preferred stock, line of credit, dividends, MSA) .
- Insider selling and potential overhang: Documented CEO open-market sale in June 2025; A&R registration rights allow shelf takedowns; however, large restricted blocks cannot be sold before 2031/2032 .
- Audit/ICFR history: Prior auditor noted going concern explanatory paragraph in 2023; a 2023 ICFR material weakness disclosed (complex instruments and related-party collectability) .
Investment Implications
- Alignment and retention: Very long-dated, service-based vesting and anti-hedging/pledging restrictions align CEO with long-term equity value and reduce near-term selling pressure from award-related shares; strong retention incentives through 2035 .
- Pay-for-performance gap: Absence of disclosed operating/TSR performance metrics tied to payouts and elimination of a formal compensation committee weaken classic pay-for-performance governance; reliance on Board/independent directors adds discretion risk .
- Control and governance risk: Majority control plus dual role (CEO/Chair) and controlled company exemptions can constrain minority shareholder influence and dilute independent oversight; related-party transactions heighten governance scrutiny .
- Trading signals: The June 2025 insider sale indicates potential for periodic liquidity events from non-restricted holdings and overhang via registration rights; conversely, the large restricted blocks cannot be sold before 2031/2032, delaying sizable award-related supply .
Overall, Dr. Saadi’s package is retention-heavy with long horizons and strict trading policies, but lacks explicit performance metric ties and exists within a high-control governance structure; investors should monitor related-party dealings, additional insider sales, and any future modifications to vesting or award terms for governance or dilution risk .