Vimal Kavuru
About Vimal Kavuru
Vimal Kavuru, 56, is the independent Chair of the Board of Grace Therapeutics, Inc. (GRCE) and has served as a director since 2021. He is a registered pharmacist in New York with a B.S. in Pharmacy from HKE College of Pharmacy (India) and additional specialization studies in industrial pharmacy at Long Island University, Brooklyn. Kavuru is a serial pharmaceutical entrepreneur with expertise in strategic planning, product/business development, and operations, having founded and led multiple generic and specialty pharma businesses.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grace Therapeutics, Inc. (public) | Chair of the Board; Director | Director since 2021; Chair noted in proxy | Independent Board Chair; presides over meetings and executive sessions; liaison with CEO and stockholders |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rising Pharma Holdings, Inc. | Founder, Chairman & CEO | Since Jan 2013 | U.S. generics platform leadership |
| Acetris Pharma Holdings, LLC | Founder, Chairman & CEO | Since Jan 2016 | Generics supplier to U.S. government agencies |
| Grace Therapeutics Inc. (private; acquired by Acasti/GRCE) | Chairman (prior to acquisition) | Pre-2021 | Led company acquired by Acasti; continuity into GRCE |
| Citron Pharma; Lucid Pharma | Founder | Sold in 2016 to Aceto | Company creation and exits |
| Casper Pharma LLC | Founder | Not disclosed | Specialty brand pharma development |
| Gen-Source RX | Founder | Acquired by Cardinal Health in 2014 | National generic distributor exit |
| Celon Labs | Co-founder | Acquired by Zanzibar Pharma (CDC Group portfolio) | Oncology and critical care focus |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board affirmatively determined Kavuru is independent under Nasdaq Rule 5605(a)(2); also meets audit and compensation committee independence standards (Rule 10A-3; Rule 10C-1). |
| Board Leadership | Independent Chair; presides over Board and shareholder meetings, moderates executive sessions of independent directors, sets agendas with CEO, and liaises with stockholders. |
| Committees | Audit Committee: Member (Chair is Brian Davis). Compensation Committee: Chair. Nominating & Corporate Governance Committee: Chair. |
| Meetings/Attendance | FY2025: Board met 7 times; each director attended at least 75% of Board and committee meetings during their service period. Audit met 4 times; GHR met 2 times; Compensation and Nominating/Corporate Governance did not meet post-separation (effective Nov 12, 2024) in FY2025. |
Fixed Compensation
| Component (FY2025) | Amount ($) | Notes |
|---|---|---|
| Chair Retainer (Cash) | 75,000 | Program: $75,000 for Board Chair; $40,000 for other non-employee directors. |
| Committee Fees (Cash) | 20,000 | Compensation Chair ($8,000), Nominating & Corporate Governance Chair ($4,000), Audit Member ($8,000). |
| Total Cash Fees (Reported) | 95,000 | Matches “Fees Earned or Paid in Cash” for Kavuru in director comp table. |
Performance Compensation
| Component (FY2025) | Amount/Units | Vesting/Terms |
|---|---|---|
| Option Awards (Fair Value) | $21,074 | Options to directors generally: Initial 20,000 options (1/3 at year 1, remainder monthly over next 2 years); Annual 10,000 options vesting monthly over 12 months; grants under Acasti Stock Option Plan or GRCE 2024 Plan. |
| Options Held (3/31/2025) | 37,017 options | Kavuru’s outstanding director options as of year-end. |
No director performance-linked equity metrics are disclosed; director equity is time-based with standard vesting, aligned to market practice for life sciences boards.
Other Directorships & Interlocks
| Entity | Relationship | Notes/Interlock Risk |
|---|---|---|
| Shore Pharma LLC | 13.23% beneficial owner; entity held in a trust for the benefit of immediate family members by Vimal Kavuru (Board Chair) | Participated in 2025 and 2023 private placements; potential related-party influence given substantial ownership and Board leadership. |
| SS Pharma LLC | 9.99% beneficial owner | Participated in 2025 private placement; affiliated with Rajitha Grace 2023 Grantor Trust. |
| Rising Pharma/Casper Pharma (group) | Historical affiliation via Neugeboren | Director Edward Neugeboren previously served as Chief Strategy Officer for parent group of Rising Pharma and Casper Pharma, indicating network overlap with Kavuru-founded entities. |
Expertise & Qualifications
- Registered pharmacist (NY), B.S. Pharmacy (HKE College, India), specialization at LIU Brooklyn (industrial pharmacy).
- Founder/operator of multiple pharma companies (generics and specialty), with exits to Aceto and Cardinal Health, and co-founded Celon Labs with later acquisition by CDC Group portfolio company.
- Brings strategic planning, product/business development, and operational expertise to GRCE.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Vimal Kavuru | 472,340 | 3.40% | Includes 426,323 shares held by the “Kavuru 2017 Grace Therapeutics” trust (Kavuru as trustee) and 46,017 shares via options exercisable within 60 days. Outstanding shares at record date: 13,828,562. |
| Shore Pharma LLC | 1,905,358 | 13.23% | Entity held in a trust for immediate family members by Kavuru; includes 570,007 shares underlying warrants exercisable within 60 days (subject to ownership cap). |
| SS Pharma LLC | 1,416,615 | 9.99% | Includes 337,597 warrant shares exercisable within 60 days (subject to ownership cap). |
Related-Party Exposure
| Transaction | Date | Instruments/Terms | Related Parties | Proceeds |
|---|---|---|---|---|
| Private Placement | Feb 11, 2025 | 3,252,132 shares at $3.395; 1,166,160 pre-funded warrants at $3.395 less $0.0001; 4,418,292 common warrants at $3.395, expiring on earlier of 60th day post-FDA approval of GTx-104 NDA or Sept 25, 2028; net proceeds ~$13.5m | Shore Pharma LLC (family trust entity tied to Kavuru), ADAR1 Partners LP, AIGH Investment Partners LP, SS Pharma LLC | Related parties contributed gross proceeds of approx. $5.7m |
| Private Placement | Sept 2023 | 1,951,371 shares at $1.848; 2,106,853 pre-funded warrants; 2,536,391 common warrants at $3.003, expiring earlier of 60th day post-FDA acceptance of NDA for GTx-104 or Sept 25, 2028; net proceeds ~$7.3m | Shore Pharma LLC (controlled by Kavuru at the time), SS Pharma LLC | Related parties contributed gross proceeds of $2.5m |
Policies Relevant to Investor Alignment
- Hedging prohibited for directors and employees (no equity swaps, collars, exchange funds, etc.).
- Incentive Compensation Recovery (clawback) adopted per SEC Rule 10D-1/Nasdaq; recovery of erroneously received incentive comp after restatements.
- Director pay set via Compensation Committee using independent consultant (Pearl Meyer) with no conflicts of interest.
Governance Assessment
- Board independence and structure: Kavuru is an independent Chair, with Board-determined independence under Nasdaq standards and additional committee independence, strengthening oversight separation from management.
- Committee leadership: As Chair of both Compensation and Nominating & Corporate Governance and member of Audit, Kavuru centralizes significant governance control; this can be efficient, but concentration warrants monitoring for checks and balances.
- Attendance and engagement: Board met 7 times in FY2025 with ≥75% attendance by each director; the Compensation and Nominating committees did not meet post-creation in FY2025, suggesting limited committee activity during a transition year.
- Ownership alignment: Direct and trust-held stakes (3.40%), plus significant family trust ownership via Shore Pharma (13.23%), indicate strong “skin in the game,” aligning financial incentives with shareholders.
- Related-party risk — RED FLAGS:
- Family trust (Shore Pharma LLC) and affiliated holders participated materially in 2025 and 2023 financings, with warrant structures tied to regulatory milestones for GTx-104; while disclosed and subject to Audit Committee policy, such transactions heighten perceived conflicts and influence risks.
- Network interlocks: Another director (Neugeboren) has prior senior roles tied to Rising/Casper entities related to Kavuru’s business ecosystem, potentially amplifying influence or information flow.
- Shareholder-friendly policies: Prohibitions on hedging and adoption of clawback are positive governance signals.
- Director compensation: Cash retainer plus modest time-vested options ($95k cash; $21k FV options) are within typical life sciences ranges; absence of performance-conditioned director equity is standard but offers limited pay-for-performance linkage at the board level.
Overall implication: Kavuru brings deep pharma operating expertise and significant ownership alignment as an independent Chair. However, the scale of related-party participation in capital raises via entities connected to him and his family trust is a material governance consideration for investors; persistent transparency, robust Audit Committee oversight of related-party transactions, and active functioning of compensation and governance committees will be key to sustaining investor confidence.