Michal Votruba
BioXcel TherapeuticsAbout Michal Votruba, M.D.
Independent Class II director at BioXcel Therapeutics (BTAI), age 60, serving since March 2019. Trained psychiatrist and competitive intelligence analyst; Director of Gradus/RSJ Life Sciences Fund with cross-border healthcare investing experience. Education: M.D., Charles University (Prague, 1989). Tenure includes international marketing of medical technologies and advisory roles to major pharma companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mynd Analytics, Inc. | Director | 2015–2019 | Telebehavioral health oversight; transitioned to Telemynd, Inc. |
| Telemynd, Inc. (successor to Mynd Analytics) | Director | 2019–present | Ongoing board service; telebehavioral services |
| PrimeCell Therapeutics | Board member; Director of Global Business Development | 2010–present | Expansion for regenerative medicine across Central Europe |
| Czech Academy of Sciences – Institute of Experimental Medicine privatization | Advisor | 2009 | Set precedent privatization protocol; public-sector reform impact |
| Global pharma (Amgen, Novartis, Eli Lilly, Allergan, EMD Serono, Sanofi) | Industry analyst (Competitive Intelligence) | ~2005–2013 (8 years) | Advised senior leaders on market intelligence and strategy |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gradus/RSJ Life Sciences Fund | Director; Asset Manager at RSJ/Gradus | 2013–present | Largest CEE life sciences fund; voting/dispositive power over BTAI shares via RSJ/Gradus |
| Telemynd, Inc. | Director | 2019–present | Governance of telebehavioral health platform |
| PrimeCell Therapeutics | Board member | 2010–present | Business development; regenerative medicine footprint |
Board Governance
- Independence: The Board determined Dr. Votruba is independent under Nasdaq rules; seven of eight directors are independent .
- Classification and term: Class II director; term expires at the 2026 annual meeting .
- Committees and roles:
- Audit Committee: Member; designated “audit committee financial expert” (with Laumas, Miller, Mueller) .
- Not a member of Compensation or Nominating/Governance committees (chairs: Mueller; members listed) .
- Attendance and engagement:
- 2024 meeting cadence: Board met 12x; Audit 4x; Comp 1x; Nominating/Gov 1x. All incumbent directors attended ≥75% of meetings .
- Annual meeting: All directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet regularly; independent directors meet at least twice per year in private session .
- Board leadership: Independent Chair (Peter Mueller) performing Lead Director functions; CEO separate from Chair .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Fees ($) | Option Awards ($, grant-date fair value) | Total ($) |
|---|---|---|---|---|
| 2024 | 60,000 | 10,000 (Audit member) | 20,410 | 90,410 |
- Director fee schedule (for context): Base Board $60,000; Audit member $10,000; Chair adders: Board/Lead $35,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating/Gov Chair $10,000; other committee member fees also outlined .
Performance Compensation (Equity and Vesting Structure)
| Grant Type | Typical Grant | Vesting | Notes |
|---|---|---|---|
| Initial director option | 1,875 shares | Three equal annual installments | Exercise price at fair market value; 10-year term |
| Annual director option | 1,062 shares | Single installment by next annual meeting or 1-year anniversary | Accelerates on change of control |
| Dr. Votruba holdings (12/31/2024) | Options to purchase 6,265 shares | 5,202 exercisable | Aggregate options held; counts only (no RSUs) |
No performance metrics (e.g., TSR/EBITDA) govern director equity; grants are time-based per program terms .
Other Directorships & Interlocks
- Public/Listed: Telemynd, Inc. (successor to Mynd Analytics) – director since 2019; prior Mynd Analytics director 2015–2019 .
- Private/Non-profit/Academic: PrimeCell Therapeutics – board member; Czech Academy project advisor .
- Fund affiliation: RSJ/Gradus Life Sciences Fund – director/asset manager; fund beneficially holds BTAI shares (see Equity Ownership) .
Expertise & Qualifications
- Clinical psychiatry; international commercialization of innovative medical technologies .
- Competitive intelligence for major global pharma; strategic advisory experience .
- Cross-border life sciences investing (CEE, U.S.) via RSJ/Gradus; capital markets familiarity .
- Audit committee financial expertise designation .
- Education: M.D., Charles University (Prague) .
Equity Ownership
| Holder/Capacity | Shares/Units | Detail |
|---|---|---|
| Total beneficial ownership | 17,788 | <1% of outstanding shares |
| RSJ Investments SICAV a.s. (“RSJ/Gradus”) | 11,523 | Dr. Votruba has voting/dispositive power as asset manager; assigned his BTAI director options to RSJ/Gradus per firm policy |
| Options held (director) | 6,265 | Can be exercised within 60 days of 10/31/2025; assigned to RSJ/Gradus |
- Company insider trading policy prohibits hedging and pledging of company stock for directors, officers, and employees .
- Section 16 compliance: No delinquent filings reported for Dr. Votruba in 2024; late Form 4s disclosed for certain executives but not Votruba .
Governance Assessment
- Board effectiveness and independence: Independent director with audit committee financial expert status—supports robust financial oversight; ≥75% attendance and participation consistent with engagement expectations .
- Compensation alignment: Cash-heavy director compensation (2024: $70k cash vs $20.4k option value) aligns with market norms; equity is time-based with standard vesting; no performance-based director pay (reduces pay-for-performance signaling but consistent with director norms) .
- Ownership alignment: Beneficial ownership is modest (<1%), with option grants assigned to RSJ/Gradus under firm policy; insider policy bans hedging/pledging. Assignment of personal option awards to a fund he manages is a potential conflict-of-interest consideration (compensation flowing to affiliated entity), albeit disclosed; Board has affirmed his independence .
- Committees and potential conflicts: Audit membership plus RSJ/Gradus asset manager role requires vigilant related-party oversight; related-party transaction policy requires audit committee review and recusals; no specific related-party transactions disclosed for Votruba in 2024–2025 beyond RSJ/Gradus ownership/assignment .
- RED FLAGS:
- Assignment of director options to RSJ/Gradus (entity where he is asset manager) could raise questions on personal alignment vs fund alignment; monitor voting/recusal practices for any RSJ/Gradus-related matters .
- Fund beneficial share ownership plus audit committee seat increases sensitivity to independence optics; mitigated by Board independence determination and formal related-party policy .
Overall, Dr. Votruba brings clinical and intelligence expertise with solid audit credentials; compensation and attendance are standard. Disclosure of fund-related ownership/option assignment and adherence to insider/related-party policies are important to maintain investor confidence .