SS Innovations International, Inc.
For the period ended Dec 31, 2025. Filed Mar 10, 2026.
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FY2025 · Filed Mar 10, 2026
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Item 11. Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to earned by or paid to our Chief Executive Officer (our principal executive officer) and our two most highly compensated executive officers other than our Chief Executive Officer (collectively, the**“named executive officers”**) for the year ended December 31, 2025.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards (#) | Options Awards (#)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|---|
| Sudhir Srivastava, M.D. | 2025 | 600,000 | - | - | 5,886,997 | 13,307,213 | - | - | 299,538 | 14,206,751 |
| Chairman and Chief Executive Officer (1) | ||||||||||
| Vishwajyoti P. Srivastava, M.D. | 2025 | 266,668 | - | - | 845,592 | 2,883,468 | - | - | 54,333 | 3,204,469 |
| Chief Executive Officer – Asia Pacific (2) | ||||||||||
| Barry F. Cohen | 2025 | 180,000 | - | - | 845,592 | 2,883,468 | - | - | - | 3,063,468 |
| Chief Operating Officer – Americas | ||||||||||
| (1) | Represents an option to purchase common stock granted under our 2016 Incentive Plan. The option vests in five equal annual installments commencing upon the date of grant and expires five years from the date of grant. |
| (2) | Dr. Vishwajyoti Srivastava served as our President and Chief Operating Officer – South Asia from April 2023 until May 2025, when he was appointed Chief Executive Officer – Asia Pacific. |
Employment Agreements
The Company is party to an employment agreement with Dr. Sudhir Srivastava for a three year period expiring on July 31, 2027, which provides for an annual base salary of $600,000.
Dr. Vishwajyoti P. Srivastava is party to an employment agreement with the Company expiring on April 30, 2030, which provides for a base annual salary of $300,000 effective May 1, 2025.
The Company is party to an employment agreement with Barry F. Cohen expiring in April 2026, which provides for an annual base salary of $180,000.
The Company and Milan Rao entered into a one-year services agreement, effective January 16, 2026 (the “Services Agreement”), providing for monthly base compensation of $41,667. In addition, the Services Agreement provides for Mr. Rao to receive a stock grant under the Company’s 2016 Incentive Plan) in the amount of 120,000 shares of the Company’s common stock vesting in equal monthly installments of 10,000 shares, subject to continued engagement of Mr. Rao by the Company and the other terms and conditions of the 2016 Incentive Plan. In the event, the Services Agreement is terminated by the Company “Without Cause” (as defined in the Services Agreement) prior to the six month anniversary of the effective date of the Services Agreement, then Mr. Rao shall be entitled to receive, (i) payment of his base compensation through the six month anniversary of the effective date of the Services Agreement; and (ii) any unvested installment of the stock grant which would vest on or before the six month anniversary of the effective date shall vest in full as of the termination date. Any other unvested portion of his stock grant will terminate as of the termination date of the Services Agreement.
Each of the above agreements provides for reimbursement of reasonable business expenses incurred in the performance of the executive’s duties and contains customary confidentiality, assignment of proprietary rights, non-competition and non-solicitation provisions.
Outstanding Equity Awards at Fiscal Year-End Table
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each of our executive officers outstanding as of December 31, 2025
| Number of Securities Underlying Unexercised Options Exercisable · Number of Securities Underlying Unexercised Options Unexercisable · Option Exercise Price* · Option Expiration Date · Number of shares that have not vested · Market value of shares of stock that have not vested | ||||
|---|---|---|---|---|
| Sudhir Srivastava, M.D. | 4,872,286 | 1,014,710 | $5.00 | Nov 27, 2028 |
| Vishwajyoti P. Srivastava | 507,355 | 338,237 | $5.00 | Nov 27, 2028 |
| Barry F. Cohen | 507,355 | 338,237 | $5.00 | Nov 27, 2028 |
| * | The volume weighted average exercise price per share for all options awarded is $5.00. |
|---|
The above are options to purchase common stock granted under our 2016 Incentive Plan. The options vest in five equal annual instalments commencing upon the date of grant and expire five years from the date of grant.
Compensation of Directors Table
The table below summarizes all compensation paid to our directors for the year ended December 31, 2025, our last completed fiscal year.
| DIRECTOR COMPENSATION | ||||||||
|---|---|---|---|---|---|---|---|---|
| Name | Fees Earned or paid in Cash ($) | Stock Awards ($) | Option Awards (#) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) |
| Sudhir Srivastava, M.D. | 600,000 | 0 | 5,886,997 | 13,307,213 | 0 | 0 | 299,538 | 14,206,751 |
| Vishwajyoti P. Srivastava, M.D. | 266,668 | 0 | 845,592 | 2,883,468 | 0 | 0 | 54,333 | 3,204,469 |
| Barry F. Cohen | 180,000 | 0 | 845,592 | 2,883,468 | 0 | 0 | 0 | 3,063,468 |
| Dr. Mylswamy Annadurai | 0 | 0 | 0 | 0 | 0 | 0 | 6,000 | 6,000 |
| Dr. S.P. Somashekhar | 0 | 0 | 0 | 0 | 0 | 0 | 6,000 | 6,000 |
| Tim Adams | 0 | 0 | 0 | 0 | 0 | 0 | 6,000 | 6,000 |
| Frederic H Moll | 0 | 0 | 0 | 0 | 0 | 0 | 4,500 | 4,500 |
| (1) | Represents the value of options to purchase common stock granted under our 2016 Incentive Plan. The option vests in five equal annual instalments commencing upon the date of grant and expires five years from the date of grant. |
Narrative Disclosure to the Director Compensation Table
We compensate our non-employee directors with cash fees of $1,500 per meeting. Non-employee directors are also reimbursed for travel and lodging expenses in connection with their attendance at in-person meetings of the board. In 2026, we intend to implement an equity-based compensation plan for our non-employee directors in conjunction with our advisors.
2016 Incentive Stock Plan
Our 2016 Incentive Plan provides for equity incentives to be granted to our employees, executive officers or directors or to key advisers or consultants. Equity incentives may be in the form of stock options with an exercise price not less than the fair market value of the underlying shares as determined pursuant to the 2016 Incentive Plan, restricted stock awards, other stock-based awards, or any combination of the foregoing. In the absence of a compensation committee, the 2016 Incentive Plan was administered by the board of directors. However, with the recent constitution of compensation committee, the Plan will henceforth be administered by the compensation committee, 3,000,000 shares of our common stock were originally reserved for issuance pursuant to the exercise of awards under the 2016 Incentive Plan. In August 2019, our board of directors and our majority shareholders approved an increase in the number of shares reserved under the 2016 Plan to 10,000,000 shares of our common stock. Our board of directors and majority shareholders in July 2022, approved a subsequent increase in the number of shares of our common stock reserved under the 2016 Incentive Plan to 20,000,000 shares of common stock. Our board of directors and majority shareholders in October 2023 mandated to keep 10% of our issued and outstanding common shares reserved under the 2016 Incentive Stock Plan. As of December 31, 2025, we have granted options to purchase 7,578,181 shares under the 2016 Plan, exercisable at a weighted average price of $5.00 per share and 3,592,779 shares in stock grants.
The 2016 Incentive Plan (but not awards under the 2016 Incentive Plan) expired in accordance with its terms on February 1, 2026. We intend to implement a new equity incentive plan in 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.