Inigo Angel Laurduraj
About Inigo Angel Laurduraj
Independent director appointed April 2, 2025; age 40; audit/accounting professional with ~20 years’ experience. Previously Senior Accounting Manager at IOI Oleochemicals Sdn. Bhd. (2007–2018) and Auditor at Moore Stephens (now Moore Global) (2005); earned ACCA (2015) and BA in Accounting (2014). Elected by holders of Series E Preferred Stock; classified as Class 1 director, standing for a term through the 2026 annual meeting; determined independent under Nasdaq rules and financially literate for audit committee service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IOI Oleochemicals Sdn. Bhd. | Senior Accounting Manager | 2007–2018 | Not disclosed |
| Moore Stephens (Moore Global) | Auditor | 2005 | Not disclosed |
External Roles
- No other public company directorships disclosed in filings .
Board Governance
- Independence: Board determined Laurduraj is independent under Nasdaq rules and meets audit committee independence and financial literacy requirements .
- Committee assignments (approved April 2, 2025): Chair, Compensation & Organization; member, Audit; member, Nominating & Governance .
- Election/Term: Elected by Series E Preferred Stock holders due to dividend arrearages; serves as Class 1 director, up for term through the 2026 annual meeting .
- Attendance: In fiscal 2024, the Board held 31 meetings and committees met 9 times; no director attended <80% of meetings (context for board practices; Laurduraj appointed in 2025) .
| Committee | Role | Effective Date |
|---|---|---|
| Compensation & Organization | Chair | April 2, 2025 |
| Audit | Member | April 2, 2025 |
| Nominating & Governance | Member | April 2, 2025 |
Fixed Compensation
| Component | Amount | Frequency/Notes |
|---|---|---|
| Annual retainer (Other Non‑Management Board Members) | $12,000 | Paid monthly (fixed monthly fee; $1,000/month) for FY2025 |
| Director Services Agreement | $12,000 | 2025 compensation reflected; no severance or stock option awards upon termination per agreements disclosed |
No severance/change‑in‑control cash obligations for non‑employee directors disclosed; compensation is via monthly cash fee per program .
Performance Compensation
| Equity Instrument | Grant to Laurduraj (through record date) | Grant Date Fair Value | Notes |
|---|---|---|---|
| Stock Options | — | — | Plan disclosure shows no option awards to each nominee through record date |
| RSUs | — | — | Plan disclosure shows no RSU awards to each nominee through record date |
| Director award cap | N/A | $100,000 | Annual aggregate grant-date fair value cap for non‑employee directors |
| Common stock closing price (Apr 23, 2025) | $0.22 | — | Reference market price in plan benefits section |
No performance metrics (e.g., TSR, revenue, ESG goals) tied to director compensation are disclosed for Laurduraj .
Other Directorships & Interlocks
- None disclosed for Laurduraj. Shareholders re‑elected Laurduraj on June 30, 2025 with 305,045,342 votes FOR (99.97%), 100,067 ABSTAIN, and no votes AGAINST .
| Item | FOR (Number) | FOR (%) | AGAINST (Number) | AGAINST (%) | ABSTAIN (Number) | ABSTAIN (%) |
|---|---|---|---|---|---|---|
| Re‑election of Inigo Angel Laurduraj | 305,045,342 | 99.97% | 0 | 0.00% | 100,067 | 0.03% |
Expertise & Qualifications
- ACCA certification (2015) and BA in Accounting (2014); experience in audit and accounting enhances financial oversight competency .
- Board found her financially literate and eligible for audit committee service under SEC/Nasdaq standards .
Equity Ownership
| Holder | Shares Beneficially Owned (Common) | % of Class (Common) | Shares Beneficially Owned (Preferred) | % of Class (Preferred) |
|---|---|---|---|---|
| Inigo Angel Laurduraj | — | — (less than 1%) | — | — |
Note: The beneficial ownership table lists Laurduraj with “—” and indicates entries with “*” represent less than 1%; common shares outstanding 381,202,294 as of April 24, 2025 .
Related Party Transactions / Conflicts
- Appointment disclosure states no arrangement or understanding for appointment and no direct or indirect material interest in transactions requiring Item 404(a) disclosure .
- Broader related‑party review noted by Audit Committee; no transactions during the last two fiscal years with directors/officers/5% holders and affiliates, except items disclosed elsewhere .
Say‑on‑Pay & Shareholder Feedback
| Proposal | FOR (Number) | FOR (%) | AGAINST (Number) | AGAINST (%) | ABSTAIN (Number) | ABSTAIN (%) |
|---|---|---|---|---|---|---|
| Advisory vote approving executive and director compensation | 305,004,614 | 99.95% | 124,873 | 0.04% | 15,922 | 0.01% |
Governance Assessment
- Positive signals:
- Independent status with audit financial literacy; multiple committee roles including chairing Compensation & Organization Committee, indicating trusted governance responsibility .
- Strong shareholder support for re‑election (99.97% FOR) and say‑on‑pay (99.95% FOR) in 2025, suggesting investor confidence in governance direction .
- No related‑party transactions or appointment arrangements requiring disclosure for Laurduraj, reducing conflict risk .
- Alignment considerations:
- No disclosed equity holdings or equity awards to date; cash retainer is modest ($12,000 annual), with limited explicit equity‑based alignment so far .
- Non‑employee director award cap ($100k) exists, but no grants reported through the record date for Laurduraj .
- RED FLAGS / structural risks:
- Preferred dividend arrearages triggered the right of Series E Preferred holders to elect two directors (including Laurduraj), highlighting capital structure stress and atypical board election dynamics .
- Majority stockholder/CEO controls 51.06% of common shares, concentrating voting power and potentially constraining minority shareholder influence and board independence in practice .