Rajiv De Silva
Venus ConceptAbout Rajiv De Silva
Rajiv De Silva, age 58, is Chief Executive Officer and a Class I Director of Venus Concept (VERO) since October 2022. He previously led Endo International as CEO, served as President at Valeant/Bausch Health and held leadership roles at Novartis, after starting at McKinsey & Company and rising to Partner . Under his tenure, Venus Concept executed a turnaround with debt-to-equity exchanges and FDA 510(k) clearance for Venus NOVA, though consolidated results remained loss-making and TSR declined: cumulative TSR fell from $18.50 (2022 baseline $100) to $4.50 (2023) and $1.45 (2024), with net losses of $(43.6)mm, $(37.1)mm, and $(47.0)mm respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Endo International plc | President, CEO, Director | Not disclosed | Led multinational pharma; CEO experience across complex portfolios |
| Valeant (Bausch Health) | President; COO of Specialty Pharma incl. derm/aesthetics | Not disclosed | Operated large specialty pharma unit, incl. dermatology and aesthetics |
| Novartis AG | Various leadership roles; President Novartis Pharma Canada | Not disclosed | General management in global pharma; country-level P&L leadership |
| McKinsey & Company | Partner | Not disclosed | Strategy and operations expertise in healthcare |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Covis Pharma | Chairman of the Board | Not disclosed | Multinational specialty pharma; current role |
| Asiri Skincare | Co-founder | Not disclosed | Privately held consumer therapeutic skincare |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $525,000 | $525,000 |
| Target Bonus (% of base) | 75% (per employment agreement) | 75% (per employment agreement) |
| Actual Annual Bonus ($) | $315,000 | $315,000 (payable by/before Q4 2025) |
| All Other Compensation ($) | $2,625 | $2,625 |
| Total ($) | $842,625 | $842,625 |
Performance Compensation
| Component | Metric(s) | Targeting/Weighting | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive (2024) | Revenue, Gross Profit, Operating Cash Flow; Product Innovation; OpEx reduction | Management scorecard; eligible range tied to performance; CEO max 90% of base | Discretionary payout at 80% of scorecard target; $315,000 | N/A |
| Transaction Completion Bonus (approved Feb 8, 2024) | Completion of Strategic Transaction resulting in change-of-control; employment in good standing on payment date | Range based on transaction size | $500,000–$1,125,000 potential (CEO) | N/A |
| Clawback Policy | Accounting restatement due to material noncompliance | Recoup incentive-based comp of Executive Officers for prior 3 fiscal years | Policy in force | N/A |
Equity Awards Detail (Outstanding at FY-end)
| Vesting Commencement | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 10/02/2022 (Inducement grant outside 2019 Plan) | 10,005 | 9,996 | 72.60 | 10/02/2032 |
Note: 2023 year-end outstanding options showed 55,001 exercisable and 165,000 unexercisable at $6.60, expiring 10/02/2032, reflecting pre-2025 capital changes including a 1-for-11 reverse split effective March 3, 2025 .
Equity Ownership & Alignment
| Date (Record) | Common Shares | Securities Exercisable within 60 Days | Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| Apr 22, 2024 | 165,837 | — | 165,837 | 2.58% |
| Apr 28, 2025 | 20,082 | — | 20,082 | 1.40% |
- Stock ownership guidelines: Not disclosed in DEF 14A.
- Pledging/Hedging: Hedging transactions in Company stock are prohibited under the Insider Trading Policy (applies to officers/directors) . No pledging disclosures identified in proxy.
- Options status: CEO held fully vested options (aggregate counts referenced in footnotes), but none deemed “exercisable within 60 days” in the beneficial ownership table presentation at Apr 28, 2025 .
Employment Terms
| Term | Detail |
|---|---|
| Start Date | October 2, 2022 (agreement effective; CEO service since Oct 2022) |
| Base & Bonus Eligibility | Base $525,000; discretionary annual target bonus 75% of base |
| Equity | Inducement stock options granted upon commencement (outside 2019 Plan) |
| Non-Compete/Non-Solicit | 12 months beyond termination |
| Severance (outside Change-in-Control Period) | Lump sum 12 months base; lump sum 1x average of last two bonuses (or target if <2 yrs); prorated annual bonus at target; 12 months benefits |
| Severance (during Change-in-Control Period) | Lump sum 24 months base; lump sum 2x average of last two bonuses (or 2x target if <2 yrs); prorated annual bonus at target; 24 months benefits; automatic vesting of all outstanding equity (upon termination by Company other than Cause or resignation for Good Reason during CoC period—double trigger) |
| Cause | If terminated for Cause, no payments |
Board Governance
- Roles: CEO and Director; not independent under Nasdaq rules due to employment .
- Board leadership: Independent Chair (Scott Barry); Chair presides over executive sessions and acts as liaison between board and management .
- Committees: Audit (Lacchin—Chair, LaPorte, Natale); Compensation (LaPorte—Chair, Lacchin, Sullivan); Nominating & Governance (Natale—Chair, Barry, Hollmig). All committees comprised of independent directors .
- Board meeting cadence/attendance: 15 meetings in 2024; each director attended ≥75% of meetings; independent directors held 4 executive sessions .
- Director compensation: Non-employee directors receive $45,000 retainer, $30,000 Chair retainer; committee fees: Audit $25,000 Chair/$10,000 member; Compensation $20,000/$10,000; Nominating $15,000/$5,000 . CEO receives no additional compensation for board service .
Performance & Track Record
| Year | CEO Summary Compensation ($) | CEO CAP ($) | Avg NEO Summary Compensation ($) | Avg NEO CAP ($) | Cumulative TSR (from baseline $100) | Net Income (Loss) ($000s) |
|---|---|---|---|---|---|---|
| 2022 | $898,655 | $710,885 | $586,398 | $384,940 | $18.50 | (43,584) |
| 2023 | $842,625 | $491,718 | $592,336 | $511,688 | $4.50 | (37,050) |
| 2024 | $842,625 | $788,400 | $580,117 | $566,604 | $1.45 | (46,971) |
Management highlights (2025 YTD):
- Continued turnaround: multiple debt-to-equity exchanges with Madryn (e.g., $11.48mm exchanged to Series Y preferred; total debt down ~24% vs 12/31/2024) .
- FDA 510(k) clearance for Venus NOVA; limited U.S. launch targeted for December 2025 .
- Q3 2025 total revenue $13.8mm (down 8% YoY); Adjusted EBITDA loss $(7.8)mm; cash $5.9mm and debt ~$30.1mm at 9/30/2025 .
Related Party and Alignment Considerations
- Significant holders and board-affiliated investors (EW Healthcare Partners) hold substantial ownership; EW-related entities beneficially owned ~25.81% as of Apr 28, 2025, with Scott Barry as board Chair and affiliate of EW . Debt restructuring and exchanges included agreements with Madryn Asset Management affiliates .
- Company-wide hedging prohibition supports alignment, though no explicit pledging disclosure was found .
Compensation Structure Analysis
- Cash vs equity: CEO compensation in 2023–2024 was dominated by fixed salary and discretionary cash bonus; no new equity grants disclosed for CEO in 2024, reducing deduction effects in CAP .
- Discretionary payouts despite headwinds: 2023 scorecard was adjusted mid-year to prioritize debt restructuring; discretionary awards paid based on achieving revised targets (85.5% of target) . 2024 bonuses paid at 80% of scorecard target amid restructuring, product launches, and cost controls .
- Change-of-control incentives: Transaction completion bonus (up to $1.125mm) plus enhanced severance with full equity vesting upon qualifying termination in a CoC period (double-trigger) could create sale-related incentives .
Investment Implications
- Alignment: CEO has meaningful equity and options, hedging is prohibited, and severance includes double-trigger equity acceleration—aligns incentives but can introduce sale bias via transaction completion bonus .
- Retention and liquidity: Deferred payment timing (2024 bonuses payable by/before Q4 2025) and the company’s modest cash balance heighten near-term liquidity management; CoC severance multiples are sizable (2x bonus and 24 months base during CoC period) .
- Governance: Separation of Chair and CEO mitigates dual-role concerns; CEO not on committees; board independence maintained across committees .
- Trading signals: Continued debt exchanges, reverse split, and strategic divestiture efforts point to capital structure optimization and potential corporate actions; FDA clearance for NOVA is a positive product catalyst but financial losses and TSR decline underscore execution risk .
Notes
- Items like stock ownership guidelines, pledging status, and detailed vesting schedules beyond disclosed option terms were not specified in the proxies and are therefore omitted.