Prashant Kohli
About Prashant Kohli
Prashant Kohli, 53, is Chief Executive Officer and a director of Grace Therapeutics (GRCE). He has over 20 years of commercialization experience and holds a B.A. in Computer Science and Math from Augustana College and an M.B.A. from The Wharton School, University of Pennsylvania . He has served as CEO since April 2023 and first joined the Board in 2023 . Under his leadership, 2025 milestones included completion of Phase 3 STRIVE ON safety trial objectives for GTx‑104 (driving full bonus payout) and FDA acceptance of an NDA submission for review .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grace Therapeutics, Inc. (public) | Chief Executive Officer | Apr 2023–Present | Led late-stage clinical execution; corporate objectives achieved for FY25 bonus; NDA accepted for review |
| Grace Therapeutics, Inc. (public) | Chief Commercial Officer | Sep 2022–Apr 2023 | Built commercial strategy and org design ahead of late-stage milestones |
| Grace Therapeutics, Inc. (public) | VP, Commercial Operations | Aug 2021–Aug 2022 | Established commercialization plans for specialty indications |
| Grace Therapeutics Inc. (private) | VP, Commercial Operations | Dec 2017–Aug 2021 | Crafted go‑to‑market for products addressing unmet needs |
| Prior employers: Archi‑Tech Systems, Cardinal Health, IMS Health, Rosenbluth, Dun & Bradstreet | Various commercial roles | n/a | Built evidence‑based, consultative selling and digital augmentation playbooks |
External Roles
No current public-company directorships or committee roles outside GRCE are disclosed in the available filings.
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 399,970 | 500,000 | CEO Letter Agreement sets base at $500,000 effective Aug 12, 2024 |
| Target Annual Bonus (% of salary) | 50% | 50% | Discretionary, based on corporate objectives; must be employed through payment date |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Corporate objectives tied principally to completion of Phase 3 STRIVE ON safety trial for GTx‑104 | Not disclosed | 100% of target bonus | Met expectations | 100% of target (Kohli received $250,000 for FY25) | Paid as annual cash bonus following Board assessment in Q2 2025 |
Equity Awards (Options)
| Grant Date | Securities Underlying Options (Exercisable) | Unexercisable | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Nov 12, 2021 | 20,684 | — | 9.90 | Nov 12, 2031 | Historical terms per plan |
| Jun 22, 2022 | 11,459 | 1,041 | 5.34 | Jun 22, 2032 | Quarterly installments over 3 years |
| Jul 14, 2023 | 121,528 | 86,806 | 2.64 | Jul 14, 2033 | Quarterly installments over 3 years |
| Dec 19, 2023 | 41,668 | — | 2.13 | Dec 19, 2033 | Historical terms per plan |
| May 6, 2024 | 32,193 | 96,577 | 2.96 | May 6, 2034 | Time-vesting options vest quarterly in equal installments over 36 months |
Equity award timing: Company generally grants executive equity in Q1 each year; Board/committee does not time awards around MNPI; no grants were made in the “blackout-adjacent” windows noted for FY25 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 324,897 shares (2.30% of common) as of July 18, 2025 |
| Vested/Exercisable Within 60 Days | Includes 303,540 options exercisable within 60 days as of July 18, 2025 |
| Outstanding Options (as of 3/31/25) | 227,532 exercisable; 184,424 unexercisable across grants listed above |
| Pledging/Hedging | Hedging transactions are prohibited by policy; no explicit pledging prohibition disclosed in cited sections |
| Ownership Guidelines | No executive or director stock ownership guidelines are disclosed in cited sections |
Implications:
- Near-term supply: large block of options is currently exercisable or will vest quarterly over 36 months, creating potential selling pressure around vest dates or upon exercises, subject to trading windows and policies .
Employment Terms
| Term | Summary |
|---|---|
| Agreement | CEO Letter Agreement dated Aug 12, 2024 |
| Base/Bonus | $500,000 base; annual discretionary bonus up to 50% of base |
| Equity | Options may be granted at FMV; subject to plan and Board approval |
| Term/Termination | Agreement continues until terminated by either party with notice |
| Severance | If terminated without Cause (including after a change of control), 12 months’ base salary continuation, subject to release |
| Covenants | Confidentiality, non-compete, and non-solicitation during employment and for a specified time thereafter |
| Benefits | Standard benefits; 401(k) safe harbor 3% contribution for eligible employees including NEOs |
Change-in-control mechanics:
- Structure: Single-trigger severance (termination without Cause “including after a change of control”)—no separate double-trigger acceleration is disclosed for options in cited sections .
Clawback and Trading Policies:
- Clawback: Board-adopted Incentive Compensation Recovery Policy (Nasdaq Rule 5608 compliant) requires recoupment of erroneously received incentive-based compensation upon Accounting Restatements; no indemnification for clawback amounts .
- Insider Trading: Company policy governs insider transactions; hedging prohibited .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since 2023; nominated for re-election to serve until 2026 annual meeting |
| Independence | Board determined Kohli (CEO) is not independent; majority of board is independent |
| Leadership Structure | Independent Chair (Vimal Kavuru); roles of Chair and CEO are separated |
| Committee Memberships | Audit: Davis (Chair), Kavuru, Neugeboren; Compensation: Kavuru (Chair), Davis, Neugeboren; Nominating & Corporate Governance: Kavuru (Chair), Davis, Neugeboren. Kohli is not on committees |
| Attendance | Board held 7 meetings in FY2025; each director attended at least 75% of applicable meetings |
| Executive Sessions | Independent Chair develops agenda and moderates executive sessions of independent directors |
Dual-role implications:
- CEO + Director, but not Chair; independent Chair and independent committees mitigate concentration of power and independence concerns .
Director Compensation (Kohli as CEO director receives no additional pay)
| Element | Amount |
|---|---|
| Non-employee Director Annual Cash Retainer | $75,000 Chair; $40,000 other directors |
| Committee Fees | Audit Chair $16,000; Audit Member $8,000; Compensation Chair $8,000; Compensation Member $4,000; Nominating Chair $4,000; Nominating Member $2,000 |
| Director Equity | Initial 20,000 options vesting over 3 years; Annual 10,000 options vesting monthly over 12 months (non-employee directors) |
| CEO as Director | Receives no additional director compensation; covered under executive compensation |
Say‑on‑Pay & Shareholder Feedback
| Proposal (Sept 12, 2025 AGM) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on NEO compensation | 6,178,757 | 74,002 | 75,696 | 1,598,490 |
Compensation Committee Analysis and Process
- Committee composition: Independent members—Kavuru (Chair), Davis, Neugeboren .
- Independent advisor: Pearl Meyer retained to review executive and director programs; no conflicts identified .
- Program objectives: Attract/retain executives; align with shareholders via bonuses for annual objectives and long-term option grants .
Performance & Track Record Highlights
- FY2025 objectives: Corporate goals principally tied to Phase 3 STRIVE ON safety trial for GTx‑104; assessed as “met expectations,” yielding 100% target bonus payout .
- Regulatory progress: FDA accepted NDA for review (announcement Aug 27, 2025); earlier FDA alignment disclosed Apr 2025; NDA submission June 2025 .
Risk Indicators & Red Flags
- Hedging policy prohibits hedging (reduces misalignment risk) .
- Clawback policy in force (restatement-driven recoupment) .
- Related-party transactions oversight by Audit Committee; policy requires fairness and independence checks .
- Pledging: No explicit pledging prohibition disclosed in cited sections .
Compensation & Ownership Tables
Summary Compensation (CEO)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Salary ($) | 399,970 | 500,000 |
| Option Awards ($) | 387,660 | 324,621 |
| Non‑Equity Incentive Plan Compensation ($) | 200,000 | 250,000 |
| Total ($) | 987,630 | 1,074,621 |
Beneficial Ownership (as of July 18, 2025)
| Holder | Shares | % Out |
|---|---|---|
| Prashant Kohli | 324,897 (includes 303,540 options exercisable within 60 days) | 2.30% |
Outstanding Equity Awards (CEO) at March 31, 2025
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Nov 12, 2021 | 20,684 | — | 9.90 | Nov 12, 2031 |
| Jun 22, 2022 | 11,459 | 1,041 | 5.34 | Jun 22, 2032 |
| Jul 14, 2023 | 121,528 | 86,806 | 2.64 | Jul 14, 2033 |
| Dec 19, 2023 | 41,668 | — | 2.13 | Dec 19, 2033 |
| May 6, 2024 | 32,193 | 96,577 | 2.96 | May 6, 2034 |
Investment Implications
- Pay-for-performance alignment: FY2025 cash bonus tied to clinical milestones paid at 100% of target, aligning incentives with key value inflections (trial completion, NDA acceptance) .
- Option-heavy LTI with quarterly vesting for 36 months provides retention hooks but also creates predictable windows for potential insider selling pressure as tranches vest; 303,540 options were exercisable within 60 days as of July 18, 2025 .
- Governance mitigants: Independent Chair, independent committees, clawback, and hedging ban support alignment and reduce governance risk; CEO is not on board committees, preserving committee independence .
- Change-in-control economics: 12 months’ base salary continuation upon termination without Cause (including post‑CoC) is modest vs. peers; no explicit option acceleration terms disclosed in cited sections, limiting windfall risk from single-trigger equity vesting .
- Shareholder sentiment: 2025 Say‑on‑Pay passed with strong “For” votes by count, indicating current investor acceptance of the pay program as structured for a late‑stage biotech .