Claudia Grimaldi

About Claudia Grimaldi

Claudia Grimaldi, age 54, serves as Vice President, Principal Financial Officer (PFO), Chief Compliance Officer (CCO), and Director at IGC. She has overseen SEC/NYSE filings, global finance, and compliance since 2011, and joined the Board (non‑independent) after an appointment in March 2022; the 2025 proxy also notes board service “since August 18, 2023” (reflecting subsequent election/classification as Class A director; term expires at the 2026 annual meeting) . Education: BA in Psychology (summa cum laude) from Javeriana University, MBA (Highest Honors) from Meredith College, with executive programs in SEC compliance, finance (UVA), corporate governance (Columbia), and NACD certification . Company performance context during her recent tenure shows volatile TSR ($100 initial investment value: 2023 $33; 2024 $118; 2025 $70) and sustained net losses (FY 2023: $(11.9)M; FY 2024: $(13.0)M; FY 2025: $(7.1)M), framing pay-versus-performance alignment .

Past Roles

External Roles

Fixed Compensation

• Employment agreement: PFO Employment Agreement effective May 9, 2023, five‑year term, base salary $200,000 per year; eligible for annual cash bonus and annual equity grants under the 2018 Omnibus Incentive Plan; standard executive benefits and company car with $95/month personal‑use reimbursement .
• No separate director fees are paid to non‑independent (executive) directors; the company also disclosed that non‑employee directors received no compensation in fiscal 2025 .

Notes:

• In FY 2025, an outstanding cash bonus of ~$327k was converted into performance‑based milestones (payable upon: 1) completion of the CALMA Phase 2 clinical trial; and 2) successful fundraising of at least $5 million via equity, debt, partnerships, or non‑dilutive grants) .

Performance Compensation

• Annual incentive metrics (FY 2025): cash bonus contingent on two operational milestones: CALMA Phase 2 completion and ≥$5M fundraising; weighting and payout schedule not disclosed; bonus remains contingent .
• Equity design: awards include two categories: (i) performance‑based stock awards tied to drug development milestones, and (ii) market‑price‑based awards tied to advancing IGC’s share price. The proxy notes these categories accounted for approximately $689k of stock awards in FY 2024 and none in FY 2025 (aggregate context per proxy footnote) .
• Equity grant timing: the company states it does not time equity awards around MNPI; generally grants annually; no options/SARs were granted in fiscal 2025 .

Equity Ownership & Alignment

• Beneficial ownership: 1,184,252 shares (1.30% of outstanding) as of Aug 15, 2025; based on 90,909,112 shares outstanding .
• Unvested stock awards at FY 2025 year‑end: 1,203 units; reported proxy “value” $371 thousand .
• RSU vesting activity: the company noted a delinquent Form 5 for Ms. Grimaldi reporting vesting events on March 31, 2025 (administrative filing issue; vesting date cited, amounts not specified) .
• Options/option‑like awards: none granted in FY 2025 (reduces near‑term in‑the‑money leverage vs RSUs) .
• Director stock ownership guideline: directors must retain 35% of common stock received on joining and as part of any compensation during board tenure (transfers to trusts or gifts excluded) .
• Hedging/pledging policy: Insider Trading Policy exists (filed as 10‑K FY2025 Exhibit 19.1); specific hedging/pledging prohibitions not detailed in the proxy excerpts provided .

Alignment assessment:

• Material personal stake (1.30%) plus unvested RSUs indicate moderate alignment; absence of disclosed pledging is positive (not disclosed rather than prohibited) .
• Director guideline (35% retention) structurally supports alignment over time .

Employment Terms

• Agreement term: 5 years from May 9, 2023, with automatic one‑year renewals unless terminated .
• Base pay and eligibility: $200,000 base; eligible for annual bonus and annual equity grants under the 2018 Plan; benefits include insurance, 401(k), and a company car (with $95/month reimbursement for personal use) .
• Non‑compete and non‑solicit: 12‑month non‑compete post‑termination in geographies where IGC operates; non‑solicit of employees/suppliers/customers during that period .
• Severance (without cause, non‑renewal, or good reason): greater of (a) base pay for remaining term (paid over the remainder of term) or (b) 1.5× the average “total compensation” disclosed in the two prior 10‑Ks, paid in 18 monthly installments; plus vesting of equity that would vest within 18 months; health insurance continues through term; 10‑year D&O coverage continuation .
• Change‑in‑control (CIC): if qualifying termination occurs during an LOI/definitive agreement period that would result in CIC or within 12 months post‑CIC, cash multiple increases to 2.99× (payable lump sum on day 60) and all unvested equity vests immediately .
• Good Reason includes removal from VP/PFO reporting structure, relocation >100 miles, or material breach; cure process applies .
• Indemnification and IP assignment provisions standard; Section 409A and 280G cutback/best‑net provisions included .

Indicative economics using disclosed SCT totals (not a company calculation):

• Average of FY 2024 and FY 2025 total compensation = ($717k + $259k)/2 = ~$488k; 1.5× ≈ ~$732k; CIC 2.99× ≈ ~$1.46M, before other benefits/equity vesting (based on SCT totals cited) .

Board Governance

• Board class/term: Class A director; term expires at 2026 annual meeting .
• Independence: Non‑independent (executive officer and employee director) .
• Committees: Audit and Compensation Committees each comprised solely of independent directors (Richard Prins, Chair; James Moran member); no compensation consultants used in FY 2025 . IGC intends to establish a Nominating & Corporate Governance Committee; nominations currently recommended by a majority of independent directors .
• Disclosure Committee: Supervised by the CEO and PFO; Chair is Richard Prins; meets at least quarterly .
• Board structure: Independent Chairman separate from CEO; majority independent board (Prins, Moran, Lierman) .
• Director compensation: none to non‑employee directors in FY 2025; non‑independent (employee) directors not compensated separately .

Dual‑role implications:

• As PFO/CCO and a director, Ms. Grimaldi is non‑independent; however, the board maintains an independent Chair and independent audit/comp committees, mitigating key independence concerns .

Performance & Track Record

• Key operational objectives tied to compensation include completing CALMA Phase 2 and raising ≥$5M, highlighting an emphasis on clinical progress and capital formation consistent with IGC’s Alzheimer’s focus .
• No disclosed legal proceedings against directors or officers as of the proxy; one delinquent Form 5 for RSU vesting (administrative) .

Compensation Structure Analysis

• Mix shift: FY 2024 included meaningful equity ($370k SCT stock awards); FY 2025 had no stock awards and deferred cash bonus into milestone triggers—reduces immediate dilution and increases “at‑risk” alignment to clinical/capital milestones .
• Equity instruments: Company granted no options or option‑like awards in FY 2025 (reduces optionality leverage; RSU‑heavy design lowers risk vs options) .
• Governance/risk: Compensation Committee comprised of independent directors and disclosed a program not likely to incentivize excessive risk; no external comp consultant used in FY 2025 .
• Related party: Board appointment disclosure states no Item 404 related party transactions with Ms. Grimaldi other than her employment agreements .

Director Compensation (for context)

• FY 2025 non‑employee director compensation: none paid; consistent with smaller‑reporting‑company resource focus; employee directors receive no separate director pay .
• Stock ownership guideline: directors should retain 35% of stock received while on the board .

Equity Ownership & Vesting Detail

Employment Terms (Severance & CIC) — Summary Table

Say‑on‑Pay & Shareholder Feedback

• Pay‑versus‑performance was disclosed (TSR and net income) but the Compensation Committee stated it did not use “compensation actually paid” (CAP) to set pay; executives are paid based on predetermined corporate milestones focused on long‑term value . Say‑on‑pay voting percentages not disclosed in the excerpts provided.

Expertise & Qualifications

• Regulatory/finance expertise across multi‑jurisdictional reporting (SEC/NYSE, FINRA, IRS, XETRA), clinical operations support for Alzheimer’s trials, and partnership management (including AI/software and cannabinoid suppliers) .
• Academic excellence (summa/magna honors) and NACD certification reinforce governance competency .

Risk Indicators & Red Flags

• Administrative: delinquent Form 5 for RSU vesting on March 31, 2025 (paperwork timing); company states Section 16(a) requirements otherwise satisfied for FY 2025 .
• Governance: dual role (PFO/CCO and director) reduces independence, but mitigants include independent Chair, independent Audit/Comp committees, and majority‑independent board .
• No disclosed related‑party transactions (other than employment agreements); no legal proceedings against directors/officers noted .

Investment Implications

• Pay‑for‑performance alignment is tightening: FY 2025 moved cash bonuses to hard milestones (Phase 2 completion and ≥$5M financing) with no new equity awards or options, raising execution sensitivity; watch for milestone achievement dates and related insider Form 4s as trading signals .
• Retention risk appears contained: robust severance (1.5×) and CIC protection (2.99× + full vesting) reduce flight risk through pivotal clinical and financing windows; however, the LOI‑period coverage creates quasi‑single‑trigger sensitivity around strategic transactions .
• Alignment: 1.30% stake plus unvested RSUs and 35% director stock retention guideline support alignment; lack of explicit hedging/pledging disclosure in excerpts is a monitoring gap; confirm via full Insider Trading Policy when evaluating risk of hedging/pledging .
• Governance watch‑outs: executive‑director dual role is offset by independent Chair and committees; oversight credibility remains anchored by independent Audit and Compensation Committee chairs (Prins) and members (Moran) .
• Performance backdrop: TSR volatility and sustained losses underscore that compensation outcomes are tied to clinical and financing milestones; achievement/non‑achievement should be seen as catalysts, with deferred FY 2025 bonuses payable only upon milestone success .