Satis Waran Nair Krishnan
About Satis Waran Nair Krishnan
Dr. Satis Waran Nair Krishnan, age 39, is an independent director of Cyclacel Pharmaceuticals (CYCC). He was elected by holders of the Company’s Series E Preferred Stock effective April 2, 2025, and is nominated as a Class 1 director to serve until the 2026 annual meeting if re‑elected; he is Chair of the Nominating & Governance Committee and serves on the Audit and Compensation Committees . A medical doctor currently practicing at Centric Health in Drogheda, Ireland (since September 2023), he previously served in Malaysia’s Ministry of Health (2010–Aug 2023) and holds a 2010 medical degree plus a 2023 Professional Diploma in General Dermatology; he is proficient in English, Russian, and Ukrainian .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Centric Health (Drogheda, Ireland) | Medical Doctor | Sep 2023 – Present | Clinical practice; patient-centered care; dermatology training (AFPM, Institute of Dermatology Bangkok) |
| Ministry of Health Malaysia | Doctor (Public Health) | 2010 – Aug 2023 | Clinical/public health practice; dermatology training (AFPM, Institute of Dermatology Bangkok) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in the past five years in CYCC’s proxy biography disclosure . |
Board Governance
| Item | Detail |
|---|---|
| Appointment pathway | Elected by holders of Series E Preferred Stock effective April 2, 2025, following accrued preferred dividend arrearages that grant preferred holders the right to elect two directors . |
| Board class / term | Class 1 director nominee; if re‑elected, serves until the 2026 annual meeting (staggered board) . |
| Independence | Board determined he is an “independent director” under Nasdaq rules . |
| Committee assignments | - Audit Committee (Member); - Compensation & Organization Committee (Member); - Nominating & Governance Committee (Chair) . |
| Audit qualifications | Board determined he (and other independent directors) satisfy financial literacy and audit committee independence requirements under SEC/Nasdaq standards . |
| Attendance baseline | Company reports that in fiscal 2024 no director attended fewer than 80% of Board/committee meetings; note Dr. Krishnan joined in 2025 (not covered by 2024 attendance) . |
| Board leadership | CYCC combines Chair and CEO roles (Datuk Dr. Doris Wong), with the Board indicating ongoing review of leadership structure . |
| Hedging policy | Insider Trading Policy prohibits employees, officers, and directors from hedging transactions (e.g., options, collars, short sales) in Company securities . |
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| FY2025 | Annual retainer for “Other Non-Management Board Members” | $12,000 (paid as fixed monthly fee) |
Note: The FY2025 Director Compensation Program table lists annual amounts for CEO ($60,000), CFO ($6,000), and other non‑management board members ($12,000), paid via fixed monthly fees .
Performance Compensation
| Element | Terms / Status |
|---|---|
| Annual director equity cap | Non‑employee director awards capped at $100,000 aggregate grant-date fair value per fiscal year under the 2018 Plan . |
| Grants through record date | No stock options or RSUs listed as granted under the 2018 Plan to director nominees (including Dr. Krishnan) through the record date in the Plan Benefits table (all entries shown as “—”) . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Overlaps |
|---|---|---|---|
| — | — | — | None disclosed in the proxy biography (no other public boards listed) . |
Expertise & Qualifications
- Medical doctor with 10+ years of public health experience in Malaysia and current practice in Ireland; dermatology training via AFPM and Institute of Dermatology (Bangkok), indicating healthcare/clinical perspective for a biopharma board .
- Multilingual capabilities (English, Russian, Ukrainian), useful for global stakeholder communications .
- Board acknowledges independent status and committee leadership (Nominating & Governance Chair), signaling governance responsibility .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Common shares beneficially owned | No shares reported as beneficially owned (table shows “—” for Dr. Krishnan) | April 24, 2025 |
| % of shares outstanding | Effectively 0% based on 381,202,294 shares outstanding | April 24, 2025 |
| Preferred stock ownership | None reported (table shows “—”) | April 24, 2025 |
| Shares pledged as collateral | Not disclosed for Dr. Krishnan in proxy; Company prohibits hedging; pledging not expressly addressed in cited section . | — |
Governance Assessment
- Positive indicators:
- Independence affirmed; chairs Nominating & Governance and serves on Audit and Compensation committees, meeting SEC/Nasdaq audit committee independence and literacy requirements .
- Hedging prohibitions enhance alignment with long‑term shareholder interests .
- Alignment and incentives:
- No beneficial ownership reported as of April 24, 2025, and no equity grants listed for director nominees through the record date; cash retainer for non‑management directors is modest at $12,000 annually—together implying limited equity‑based alignment for this director to date .
- Structural risks and potential red flags:
- Director was elected by preferred stockholders due to dividend arrearages triggering preferred holder election rights—this atypical pathway can signal balance‑of‑power complexities and raises oversight considerations for common shareholders .
- Combined Chair/CEO structure concentrates authority; while the Board reviews its structure, this is commonly viewed as a governance risk without a robust counterbalancing mechanism (e.g., clear lead independent director role not disclosed here) .
- Majority control: the CEO is identified as the “Majority Stockholder” controlling management and affairs, which can diminish minority shareholder influence; vigilance on independent committee oversight is warranted .