Suhel Bhutawala
About Suhel Bhutawala
Suhel Bhutawala (age 46) is a director of Cosmos Health Inc. (COSM) since September 18, 2023 and serves concurrently as Commercial Director/Managing Director of COSM’s U.K. subsidiary Decahedron Ltd, bringing pharmaceutical operations experience and academic credentials in pharmacy and regulatory affairs; he earned a Bachelor of Pharmacy (North Maharashtra University, India) and an MSc in Pharmaceutical Analysis & Quality Control/Regulatory Affairs (King’s College London) . In 2024, board attendance was 100% across all directors; in 2023, all directors attended at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Decahedron Ltd (COSM subsidiary) | Managing Director / Commercial Director | Apr 2017 – present | Leads procurement, sales, PI team assistance; pharmaceutical operations and trading oversight |
| Chemilines Ltd (London) | Commercial Manager | May 2015 – Mar 2017 | Procurement, sales, PI team assistance |
| Newlands Pharmacy (London) | Pharmacy Manager and Buyer | Dec 2009 – May 2015 | Pharmacy operations, purchasing |
| Alliance Boots (London) | Senior Pharmacy Dispenser | Sep 2005 – Nov 2009 | Dispensing; front-line pharmacy operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships or outside boards disclosed for Bhutawala |
Board Governance
- Board/committee structure: Audit Committee (Hoidas, Aslidis, Demetriades); Compensation Committee (Hoidas, Aslidis); Nominating & Corporate Governance (Siokas and Demetriades in 2025; Siokas, Ziegler, Demetriades in 2024). Bhutawala is not listed on any committee .
- Independence: 2024 proxy identifies independent directors as Hoidas, Aslidis, Ziegler, Demetriades (does not include Bhutawala) ; 2025 proxy states “all members of our Board of Directors are independent,” which is internally inconsistent given CEO Siokas is on the board and prior independence lists excluded Bhutawala .
- Board leadership: CEO Grigorios Siokas serves on the board; no Lead Independent Director .
- Attendance: Board met 2 times in 2024, with 100% attendance across directors; Audit Committee met once with 100% attendance. In 2023 the board met 15 times; all directors attended ≥75% .
RED FLAGS: Contradictory independence disclosure (2025 “all directors independent” vs 2024 list and CEO on board); absence of a Lead Independent Director .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $74,640 | $84,357 |
| Cash Fees for Board Service ($) | Not disclosed for Bhutawala (independent director fees table excludes him) | Not disclosed for Bhutawala (independent director fees table excludes him) |
| Bonus ($) | — (none disclosed) | — (none disclosed) |
| All Other Compensation ($) | — | $10,000 |
| Total ($) | $83,400 | $119,607 |
Notes: Director cash retainers in COSM are paid to listed independent directors (e.g., Aslidis $40,000; Hoidas $53,000; Demetriades $15,000 in 2024), but Bhutawala’s compensation is reported under executive/employee compensation, consistent with his Decahedron role .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | $8,761 | $25,250 |
| Option Awards ($) | — | — |
| Performance Metrics Tied to Pay | None disclosed; company omitted financial performance measures under Item 402(v) as a smaller reporting company |
Detailed equity grant information:
- Incentive shares: Received 25,000 incentive shares on September 19, 2024 (late Section 16 filing; subsequently reported via Form 5 on February 12, 2025) .
RED FLAGS: Late Section 16 reporting for 25,000 incentive shares (filed via Form 5), suggesting compliance/control gaps .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | No interlocks with suppliers/customers or other public companies disclosed |
Expertise & Qualifications
- Academic credentials: BPharm (North Maharashtra University) and MSc in Pharmaceutical Analysis & Quality Control/Regulatory Affairs (King’s College London) .
- Industry expertise: Pharmacy operations, procurement, and pharmaceutical trading across U.K./Europe; managing COSM’s Decahedron subsidiary since 2017 .
- Board qualifications cited: Pharmaceutical operations and experience .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| Sep 20, 2024 | 30,000 | <1% (percent not shown; less than 1% flagged) | Outstanding shares: 21,014,049 |
| Aug 1, 2025 | 30,000 | 0.10% | Outstanding shares: 30,127,379 |
- Vested vs unvested: Not disclosed; options/RSUs tables show no outstanding options/RSUs for directors .
- Pledging/hedging: Company has no anti-hedging/anti-pledging policies; individual pledging not disclosed .
RED FLAGS: No anti-hedging/anti-pledging policy, weakening alignment safeguards .
Governance Assessment
- Committee assignments and engagement: Bhutawala is not seated on audit, compensation, or nominating committees, limiting direct oversight of financial reporting, pay, and nominations .
- Independence and conflicts: He draws employee compensation as Managing Director of a COSM subsidiary while serving on the parent board—this dual role reduces independence and creates potential management-aligned incentives; 2024 independence list excludes him, further supporting non-independence . The 2025 statement that all directors are independent is inconsistent and merits scrutiny .
- Attendance and engagement: Board-wide attendance was strong (100% in 2024; ≥75% in 2023), indicating general engagement; specific individual attendance not separately disclosed but implied under “all directors” language for 2024 .
- Ownership alignment: Beneficial ownership is modest (30,000 shares, 0.10% in 2025), with an incentive share grant of 25,000 in 2024; absence of ownership guidelines diminishes formal alignment expectations .
- Surrounding governance environment: Significant related-party transactions with Doc Pharma (CEO’s spouse as CEO of Doc Pharma; extensive purchases, loans, and licenses), increasing board oversight demands; presence of CEO on the board and no Lead Independent Director adds governance risk .
- Shareholder signals: 2024 votes approved warrant-related issuances and reverse stock split authorization; governance actions imply ongoing financing needs and potential dilution, underscoring importance of independent oversight; Bhutawala’s election received ~70.63% “for” in 2024, the lower range among nominees, suggesting moderate investor support .
RED FLAGS:
- Dual role (subsidiary executive + parent director) undermining independence .
- Late Section 16 filing for 25,000 incentive shares (Form 5 in 2025) .
- No Lead Independent Director .
- No anti-hedging/anti-pledging policy .
- Extensive related-party dealings with Doc Pharma (CEO’s spouse) requiring robust oversight .
Board Governance (Supplemental Data)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board Meetings Held | 15 | 2 |
| Board Attendance | ≥75% for all directors | 100% for all directors |
| Audit Committee Meetings | 3 (100% attendance) | 1 (100% attendance) |
Director Election & Shareholder Votes (Signals)
| Item | Result |
|---|---|
| 2024 Election – Suhel Bhutawala | 8,030,876 For / 3,340,100 Withheld (70.63% affirmative) |
| 2024 Equity Plan Approval | 78.25% affirmative |
| 2024 Reverse Split Authorization | 92.42% affirmative |
Related Party Transactions (Context for Board Oversight)
- Doc Pharma (CEO’s spouse is CEO; prior principal involvement by CEO): Material balances of prepaid purchases, receivables/payables, CMO and R&D agreements, license purchases, and loans (e.g., €4,000,000 loan at 5.5% interest; EUR 500,000 patent license payments and EUR 350,000 fixed annual payments 2025–2030) .
- Other related parties: Kozaris family transactions; Cana acquisition and promissory note prior to consolidation .
These transactions heighten the need for independent directors to actively oversee conflicts, controls, and disclosure quality.
Insider Trades (Disclosed)
| Date | Transaction | Amount/Notes |
|---|---|---|
| Sep 19, 2024 | Incentive share grant | 25,000 shares received; late Section 16 report, Form 5 filed Feb 12, 2025 |
Summary
Bhutawala brings relevant pharmaceutical operations expertise and active subsidiary leadership, but his dual role as Decahedron’s managing director while serving on COSM’s parent board limits independence, reduces committee oversight impact, and raises alignment considerations. Combined with governance control gaps (late Section 16 filing; no anti-hedging/pledging policy), absence of a Lead Independent Director, and substantial related-party activity involving the CEO’s family, investor confidence hinges on demonstrable board independence and robust conflict oversight. Strengthening committee participation, clarifying independence status, adopting ownership/anti-hedging policies, and improving Section 16 compliance would be positive governance signals .