Menaka Athukorala
About Menaka Athukorala
Independent non‑employee director of Australian Oilseeds Holdings Limited (COOT), serving on the Audit Committee and as Chair of the Nominating & Corporate Governance Committee through his resignation effective May 1, 2025. The Board affirmatively determined Menaka is independent under Nasdaq and SEC rules, and all directors met at least the 75% attendance threshold in FY2024 following the business combination close. Appointment occurred in connection with the closing of the business combination; no personal biography, age, or education details were disclosed. Resignation was not due to any disagreement with the Company on operations, policies, or practices .
Past Roles
No prior employment history or executive roles disclosed in company filings related to Menaka .
External Roles
No other public company directorships or external board roles disclosed for Menaka in the proxy or 8‑K filings .
Board Governance
- Independence: Board classified Menaka as independent under Nasdaq and SEC standards .
- Committee assignments and chair roles:
- Audit Committee: Member; Board states all Audit members are financially literate .
- Nominating & Corporate Governance Committee: Chair .
- Compensation Committee: Not a member .
- Executive sessions: Committees are comprised solely of independent directors and meet in executive session as necessary .
- Attendance: In FY2024 after the business combination, no director attended fewer than 75% of Board and committee meetings; Board held one meeting post‑closing .
- Leadership structure context: CEO also serves as Chair of the Board .
Committee Structure and Activity (FY2024)
| Committee | Menaka Role | Meetings Held (FY2024) | Notes |
|---|---|---|---|
| Audit | Member | 8 | All members financially literate per Nasdaq; Audit reviews/approves related party transactions |
| Compensation | Not a member | 0 | Committee oversees executive/Director compensation programs and Clawback policy |
| Nominating & Corporate Governance | Chair | 5 | Oversees Board composition and governance practices |
Fixed Compensation
The Company stated it intends to adopt a director compensation policy; at present, only Kevin Chen received director compensation (three monthly payments of $6,000 for FY ended June 30, 2024). No director compensation was disclosed for Menaka .
| Component | Menaka Amount | Period | Notes |
|---|---|---|---|
| Annual cash retainer | Not disclosed | FY2024 | Company intends to adopt director compensation policy |
| Committee chair/member fees | Not disclosed | FY2024 | No fee schedule disclosed; only Chen compensation disclosed |
| Meeting fees | Not disclosed | FY2024 | Not described |
Performance Compensation
No equity awards (RSUs/PSUs/options) or performance‑based director compensation disclosed for Menaka .
| Metric/Instrument | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Equity awards (director) | Not disclosed | — | — | — | — |
Policy environment (context):
- Clawback Policy adopted April 10, 2024; administered by the Compensation Committee (primarily executive incentive comp). No director‑specific performance metrics were disclosed .
Other Directorships & Interlocks
| Organization | Role | Committee/Interlock | Evidence |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Menaka |
Expertise & Qualifications
- Independent director designation under Nasdaq/SEC rules .
- Audit Committee financial literacy affirmed for all members; Menaka was a member. The Board identified Gowri Shankar (not Menaka) as the “audit committee financial expert” .
Equity Ownership
Menaka reported no beneficial ownership and is below the 1% threshold at both March 20, 2025 and the July 2025 record date snapshots.
| Snapshot Date | Shares Beneficially Owned (#) | % of Class | Shares Outstanding (Reference) |
|---|---|---|---|
| Mar 20, 2025 | — (none reported) | <1% | 23,224,102 |
| Record Date (July 2025) | — (none reported) | <1% | 27,898,538 |
Hedging/pledging policy: Company Insider Trading Policy prohibits hedging (e.g., collars), short sales, and transactions in derivatives; directors require permission and are subject to blackout periods .
Insider compliance:
- Section 16(a) initial Form 3: Proxy disclosed untimely initial Form 3 filings upon appointment for several directors, including Menaka (a governance compliance flag) .
Insider Reporting Compliance
| Item | Status | Evidence |
|---|---|---|
| Initial Form 3 timely filing | No; exception disclosed | Section 16(a) delinquent reports listed Menaka |
| Form 4 transactions in filings | Not disclosed in proxy | No Form 4 detail provided in proxy |
Governance Assessment
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Strengths:
- Independence: Menaka classified as independent; served as Chair of Nominating & Corporate Governance and member of Audit, providing oversight of governance and related party reviews .
- Attendance: All directors met ≥75% attendance post‑combination in FY2024; Menaka’s committees were active (Audit: 8; Nominating: 5) .
- Orderly transition: Resigned May 1, 2025 without disagreement; succession planned with Phaneesh Murthy stepping into committee roles .
-
Concerns / RED FLAGS:
- Ownership alignment: Menaka held <1% and reported no beneficial ownership, limiting “skin‑in‑the‑game” alignment .
- Section 16 compliance: Proxy disclosed untimely initial Form 3 upon appointment—procedural compliance lapse that can affect investor confidence .
- Related‑party exposure: Company disclosed loans with CEO‑affiliated entities; while Audit Committee (of which Menaka was a member) reviews such transactions, the presence of related‑party financing is a governance risk factor requiring vigilant oversight .
- Leadership structure: CEO also serves as Board Chair, reducing independent leadership; increases importance of strong committee chairs (like Menaka) and robust executive sessions .
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Net view:
- Menaka’s roles point to meaningful governance involvement (chairing Nominating & Corporate Governance; Audit membership), but low ownership and a disclosed Section 16(a) filing lapse are notable governance flags. His resignation was non‑controversial, with committee succession identified, which supports continuity but shifts ongoing oversight to successors .