Gowri Shankar
About Gowri Shankar
Gowri Shankar, age 45, is an independent director of Australian Oilseeds Holdings Limited (COOT) since March 2024 (Class II; term expires 2026), serving as Audit Committee Chair and designated “audit committee financial expert.” He holds a B.Tech in Machine Designing & Automation Engineering from NIT Jalandhar (2001) and an MBA (Marketing & Systems) from NIT Warangal (2003), and has 10+ years of private banking and portfolio management experience across developed and developing markets. The Board has formally determined his independence under Nasdaq and SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lotus Hydro Power PLC | Director | Jul 2016–present | Audit Committee; Third Party Related Transaction Committee; Remuneration Committee; public company governance on CSE |
| Hatton Plantations PLC | Director | May 2019–present | Audit Committee; Third Party Related Transaction Committee; Remuneration Committee; public company governance on CSE |
| Private banks (various) | Portfolio management | 10+ years | Managed HNI & corporate portfolios; finance/markets expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G&G Group of Companies (Singapore) | Group Director — Investments & Strategy | Not disclosed | Strategic investments; interlock with COOT CEO, who is Chairman of G&G Group |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member; not listed on Nominating & Corporate Governance. The Board reported 2024 meetings (post-business combination): Audit 8; Compensation 0; Nominating & Corporate Governance 5.
- Independence and expertise: Board determined Shankar is independent (Nasdaq/SEC) and “audit committee financial expert.” Independent directors meet in executive session at each regularly scheduled Board meeting.
- Attendance: For fiscal year ended June 30, 2024, no director attended fewer than 75% of Board and applicable committee meetings.
- Risk oversight: Audit Committee also oversees cybersecurity, accounting/reporting, compliance, and related party transaction procedures; Compensation Committee oversees compensation risk; Nominating & Corporate Governance oversees director independence/conflicts.
- Trading and alignment policies: Hedging, short sales, options, and pledging are prohibited under the Insider Trading Policy; clawback policy adopted April 10, 2024.
| Committee | Role | Meetings in 2024 | Notes |
|---|---|---|---|
| Audit | Chair | 8 | Financial reporting, auditor oversight, RPT review; Shankar is financial expert |
| Compensation | Member | 0 | Oversees exec/director comp, administers clawback policy |
| Nominating & Corporate Governance | — | 5 | Oversees independence and conflicts; Shankar not listed as member |
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual retainer (cash) | — | Company intends to adopt a director compensation policy; only Kevin Chen received director compensation in FY2024 |
| Committee chair fee | — | Not disclosed for directors; policy pending |
| Meeting fees | — | Not disclosed; Board reimburses reasonable out-of-pocket expenses |
| Equity grant (annual) | — | No director equity grants disclosed for FY2024; see equity plan details below |
| Total | — | No compensation disclosed for Shankar for FY2024 |
Performance Compensation
- No performance-based compensation for directors is disclosed (e.g., RSUs/PSUs/options or metric-linked awards) for FY2024. The 2023 Equity Incentive Plan was approved (12% share reserve; allows options, RSUs, performance awards), but no director-specific grants or performance metrics were reported.
Other Directorships & Interlocks
| Company | Listing | Role | Committees |
|---|---|---|---|
| Lotus Hydro Power PLC | Colombo Stock Exchange | Director | Audit; Third Party Related Transaction; Remuneration |
| Hatton Plantations PLC | Colombo Stock Exchange | Director | Audit; Third Party Related Transaction; Remuneration |
| G&G Group of Companies (Singapore) | Private | Group Director — Investments & Strategy | Strategic role; interlock with COOT CEO (Chairman of G&G Group) |
Expertise & Qualifications
- Mechanical engineering and MBA academic background; experience across engineering, banking, portfolio management, business management, clean energy, and corporate strategy.
- Audit Committee financial expert designation; financial literacy per Nasdaq rules.
Equity Ownership
| As-of Date | Shares Beneficially Owned (#) | Percent of Class (%) | Shares Outstanding |
|---|---|---|---|
| Mar 20, 2025 | — | * <1% | 23,224,102 |
| Record Date (Q4 2025 proxy) | — | * <1% | 27,898,538 |
Footnote: “—” indicates no shares reported; “*” denotes less than 1% beneficial ownership.
Insider Reporting & Trading
| Item | Status | Notes |
|---|---|---|
| Form 3 (Initial report) | Not timely | Company disclosed late Form 3 filings for certain directors including Gowri Shankar for FY2024 |
| Hedging/short sales/options/pledging | Prohibited | Insider Trading Policy bans hedging, short sales, and derivative transactions; permission required for trades outside blackout periods |
Governance Assessment
- Positives: Independent director with audit chair role and SEC “financial expert” status; independent directors hold executive sessions; no <75% attendance issues; strong trading restrictions and a clawback policy in place. These support board oversight and investor protection.
- Concerns/RED FLAGS:
- Interlock: Shankar is Group Director at G&G Group while COOT’s CEO is Chairman of G&G Group—heightened risk of perceived conflicts and information flow issues, particularly given Audit Committee responsibility for related party transaction approvals.
- Ownership alignment: No reported beneficial ownership by Shankar as of the latest proxies; no director ownership guidelines disclosed. Low “skin-in-the-game” may weaken alignment signals.
- Compensation governance maturity: Compensation Committee held zero meetings in 2024; director compensation policy not yet adopted; only one director paid (Kevin Chen). This suggests early-stage governance infrastructure post-business combination.
- Related party exposure at company level: Material transactions and loans with entities controlled by the CEO (Energreen Nutrition Australia Pty Ltd.; JSKS Enterprises; CQ Oilseeds), though overseen per policy; underscores need for robust RPT oversight by the Audit Committee.
- Compliance: Late Form 3 initial filings noted for Shankar (minor but notable governance compliance issue).
Implications: Shankar’s audit leadership and financial expertise are positives, but shared external affiliation with the CEO (G&G Group) alongside significant company-level related party transactions elevates conflict-of-interest risk. Strengthening director ownership alignment, formalizing the director compensation policy, and demonstrating active compensation committee engagement would bolster investor confidence.