George Kottayil
About George Kottayil
S. George Kottayil, Ph.D., age 62, has served as a director of Grace Therapeutics, Inc. since 2023, bringing over two decades of pharmaceutical industry experience in product development and drug delivery, with several approved patents and FDA‑approved drug products credited to him . He co‑founded two pharmaceutical development and drug delivery technology companies, most recently serving as CEO and director of Grace Therapeutics Inc. (private company) from October 2014 until its acquisition by Acasti Pharma, Inc., and later served as GRCE’s Chief Operating Officer from September 2021 to May 2023 . Dr. Kottayil holds a Ph.D. in Organic and Medicinal Chemistry from the University of Kentucky .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grace Therapeutics Inc. (private; acquired by Acasti) | Co‑founder, CEO, Director | Oct 2014 – Aug 2021 | Led drug development programs; inventor on multiple FDA‑approved drug products |
| Grace Therapeutics, Inc. (public, post‑acquisition) | Chief Operating Officer | Sep 2021 – May 2023 | Operational leadership post‑acquisition; advanced development programs |
| Unimed Pharmaceuticals Inc. (Solvay; now AbbVie) | Directed business operations | Jan 1993 – Jun 2002 | Played key role in product development and obtaining FDA approval for NDA products |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No current public company directorships disclosed for Dr. Kottayil in 2025 DEF 14A |
Board Governance
- Independence status: Not independent; the Board determined all nominees except CEO Prashant Kohli and Dr. Kottayil are independent under Nasdaq rules .
- Committee memberships: Not a member of Audit, Compensation, or Nominating & Corporate Governance Committees; current compositions exclude Dr. Kottayil .
- Board attendance: The Board met 7 times in FY2025; each director attended at least 75% of Board meetings (and committees served, if any) .
- Election results (2025 Annual Meeting): Votes For 6,300,168; Withheld 28,287; Broker Non‑Votes 1,598,490 .
- Board leadership: Independent Chair (Vimal Kavuru) with structured independent oversight and executive sessions .
Fixed Compensation
| Item | FY2025 Amount | Detail |
|---|---|---|
| Annual director cash retainer | $40,000 | Non‑employee director fee (Chair: $75,000; others: $40,000) |
| Committee fees (Audit) | $0 | Not a committee member; committee fee schedule Chair $16,000 / Member $8,000 |
| Committee fees (Compensation) | $0 | Not a committee member; Chair $8,000 / Member $4,000 |
| Committee fees (Nominating & Gov.) | $0 | Not a committee member; Chair $4,000 / Member $2,000 |
| Meeting fees | Not disclosed | No meeting fees disclosed |
- Director compensation received in FY2025: Cash fees $40,000; Option awards grant‑date fair value $21,074; Total $61,074 .
Performance Compensation
| Component | FY2025 Detail | Vesting / Metrics |
|---|---|---|
| Stock options (director program) | Option awards grant‑date fair value: $21,074 | Initial grant: 20,000 options (1/3 at 1 year; remaining monthly over next 2 years); annual grant: 10,000 options vest monthly over 12 months; time‑based, no performance metrics disclosed |
No performance‑based director compensation (e.g., PSUs, TSR hurdles, ESG metrics) is disclosed for Dr. Kottayil; director equity awards are time‑vested options at market exercise price .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Not disclosed for Dr. Kottayil |
| Private company affiliations | Manager/Member of Kottayil Grace Pharma LLC holding 124,344 GRCE shares |
| Shared boards with suppliers/customers | Not disclosed for Dr. Kottayil (Board interlocks exist via other directors’ affiliations; see governance section for committee oversight of related‑party transactions) |
Expertise & Qualifications
- Deep expertise in product development and drug delivery; inventor on multiple FDA‑approved drug products .
- Senior leadership experience (CEO, COO) across development‑stage companies; operational execution from bench to FDA approval and launch .
- Ph.D. in Organic and Medicinal Chemistry (University of Kentucky) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 526,198 | As of July 18, 2025 record date; includes options exercisable within 60 days |
| Ownership (% of common) | 3.80% | Based on 13,828,562 shares outstanding |
| Indirect holdings | 124,344 | Held by Kottayil Grace Pharma LLC; he is Manager and Member |
| Options exercisable ≤60 days (beneficial calc.) | 31,500 | Included in beneficial ownership |
| Director options outstanding (3/31/2025) | 22,500 | Options held as of fiscal year‑end |
| Hedging/Pledging | Hedging prohibited by Insider Trading Policy; no pledging disclosed |
Governance Assessment
- Independence and potential conflicts: Dr. Kottayil is not independent, reflecting prior executive roles (COO through May 2023) and historical leadership of Grace Therapeutics Inc. pre‑acquisition; independence exception is a governance flag for board balance and committee eligibility .
- Committee effectiveness: He is not seated on Audit, Compensation, or Nominating & Governance Committees, which centralize oversight of financial reporting, pay, and director selection; limits direct committee influence but also reduces conflict exposure given non‑independence .
- Attendance and engagement: Board attendance threshold (≥75%) was met by all directors in FY2025, supporting baseline engagement; specific director‑level attendance rates are not disclosed .
- Director compensation alignment: Cash retainer ($40,000) plus time‑vested options (no performance metrics) indicates modest at‑risk alignment; absence of PSUs or performance conditions reduces pay‑for‑performance rigor at board level .
- Ownership “skin‑in‑the‑game”: 3.80% beneficial stake (including 124,344 shares via Kottayil Grace Pharma LLC and 31,500 options) shows meaningful alignment with shareholders, though indirect holdings via LLCs warrant routine conflict screening .
- Shareholder support signals: Strong re‑election support (6,300,168 for; 28,287 withheld) and high say‑on‑pay approval at the 2025 Annual Meeting support investor confidence in governance; raw vote counts indicate robust backing .
- Related‑party oversight: The Audit Committee reviews related‑party transactions under a written policy; 2025 and 2023 private placements included related parties tied to other directors/holders, not Dr. Kottayil, underscoring committee relevance for conflict mitigation .
RED FLAGS
- Not independent director status due to recent executive tenure (COO), limiting committee eligibility and raising balance concerns on a five‑member board .
- Director equity awards lack performance conditions (time‑vested options only), reducing incentive linkage to long‑term value creation at the board level .
POSITIVE SIGNALS
- Material personal equity stake (3.80%) enhances alignment with shareholder outcomes .
- Board retains independent Chair and uses external consultant (Pearl Meyer) for compensation benchmarking; clawback policy and hedging prohibition strengthen governance controls .
Appendix: Election and Say‑on‑Pay Votes (2025)
| Item | For | Against/Withheld | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Director election – S. George Kottayil | 6,300,168 | 28,287 (withheld) | — | 1,598,490 |
| Say‑on‑Pay (NEO compensation) | 6,178,757 | 74,002 | 75,696 | 1,598,490 |
Notes:
- Committee compositions, independence determinations, attendance, director compensation structures, and related‑party policy are as disclosed in GRCE’s 2025 DEF 14A .
- Beneficial ownership and director options reflect DEF 14A ownership tables and director compensation disclosures .
- Annual Meeting results reflect GRCE’s 8‑K (Item 5.07) filed September 12, 2025 .