James Moran
IGC PharmaAbout James Moran
James Moran, age 80, is an Independent Director of IGC, serving since January 2022. He spent 24 years as U.S. Congressman for Virginia’s 8th District, with leadership on Appropriations, Banking & Finance, and Budget Committees; he holds an MPA from the University of Pittsburgh and a BA in Economics from College of the Holy Cross . He currently works at a major law firm representing domestic and international clients in defense, technology, entertainment, and diplomacy and is active in several non-profits and the Government Blockchain Association .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. House of Representatives (VA-8) | Congressman | 24 years | Senior leadership on Appropriations; roles on Banking & Finance and Budget; championed R&D in health, national security, environment, trade, fiscal responsibility |
| U.S. Congress (Legislation) | Sponsor | 2012 | Introduced AUTISM Educators Act to fund educator training for high-functioning autism students |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Major law firm (not named) | Policy advisor/representative | Current | Represents clients in defense, technology, entertainment, international diplomacy |
| Government Blockchain Association | Member | Current | Industry association membership |
| Various non-profits (not named) | Leadership roles | Current | Serves in leadership roles at several non-profit foundations |
Board Governance
- Independence: Board determined Moran to be independent under NYSE American standards .
- Committees: Audit Committee member; Compensation Committee member; both independent. Designated “audit committee financial expert” under SEC rules . Appointed to both committees effective December 27, 2022 .
- Committee chairs: Audit and Compensation Committees chaired by Richard Prins .
- Board leadership: Chairman is Richard Prins; CEO is Ram Mukunda; no Lead Independent Director disclosed .
Attendance
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Board meetings (count) | 12 | 6 |
| Audit Committee meetings (count) | 5 | 5 |
| Compensation Committee meetings (count) | 2 | 2 |
| Attendance rate | 100% (all directors attended all Board and committee meetings) | 100% (all directors attended all Board and committee meetings) |
| Annual shareholder meeting attendance | All directors attended 2023 annual meeting | All directors attended 2024 annual meeting |
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Cash retainer (directors) | Not separately disclosed; compensation shown as stock awards | No compensation awarded to non‑employee directors |
| Committee membership/chair fees | Standard arrangements noted but specific amounts not disclosed | Standard arrangements noted; none awarded FY 2025 |
Performance Compensation
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Director stock awards granted | James Moran: Number of Stock Awards 662; Total Compensation $185k | No director compensation awarded (no new grants) |
| Award types and performance metrics | Two categories: (i) performance-based awards tied to drug development milestones; (ii) market price-based awards tied to advancing IGC stock price | Same award categories exist; no FY 2025 director grants; Company granted no stock options in FY 2025 |
Note: Performance metrics for director awards are presented categorically; specific milestone targets for Moran’s awards are not itemized in the proxy .
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| IGC Pharma, Inc. | Independent Director | Public | None indicated |
| Other public company boards | None disclosed | — | — |
| Government Blockchain Association | Member | Association | No conflict disclosed |
| Non-profit foundations (several) | Leadership roles | Non-profit | No conflict disclosed |
| Major law firm | Advisor/representative | Private | No IGC-related transactions disclosed |
Expertise & Qualifications
- Audit committee financial expert designation under SEC rules .
- 24 years Congressional experience; bipartisan problem-solver; leadership on Appropriations, Banking & Finance, Budget .
- Policy expertise in defense, health, environment, international trade, fiscal responsibility; sponsor of AUTISM Educators Act .
- Education: MPA (University of Pittsburgh), BA Economics (College of the Holy Cross) .
Equity Ownership
| Metric | As of July 1, 2024 | As of Aug 15, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 354,000 | 1,105,735 |
| Ownership (% of class) | 0.47% (base 75,636,419 shares) | 1.22% (base 90,909,112 shares) |
| Unvested stock awards (#) | 557 | 294 |
| Unvested stock awards ($) | $158,000 | $75,000 |
| Hedging policy | Company prohibits hedging transactions by officers and non‑employee directors | |
| Stock ownership guidelines | Directors must retain 35% of stock received upon joining or as compensation (exceptions for gifts/trusts) | |
| Pledging | No pledging disclosed for Moran |
Insider Trades (Section 16)
| Date/Period | Filing/Event | Detail | Note |
|---|---|---|---|
| FY 2025 | Delinquent Section 16 report | Late Form 5 for James Moran reporting vesting of RSUs on March 31, 2025 | Administrative compliance lapse; company states otherwise compliant for FY 2025 |
Governance Assessment
-
Positives
- Independent director with audit committee financial expert credentials; sits on both Audit and Compensation Committees .
- Strong engagement and attendance (100% across Board/committee meetings in FY 2024 and FY 2025) .
- Meaningful ownership alignment: 1.105M shares (1.22% of class) as of Aug 15, 2025; unvested equity remains outstanding .
- Anti-hedging policy and stock ownership guidelines support alignment with shareholders .
-
Watch items and RED FLAGS
- Late Form 5 for RSU vesting (FY 2025) indicates a minor compliance lapse .
- No separate Nominating & Corporate Governance Committee established; company “intends” to form one in future; nominees selected by majority of independent directors (small-company governance constraint) .
- Two-member committees may limit diversity of viewpoints; both committees chaired by the same director (Prins) .
- Ongoing reliance on equity authorizations/grants and proposed increase in authorized shares to 600,000,000 shares imply dilution risk; Compensation Committee cites alignment rationale for broad share grants .
-
Compensation structure signals
- Shift from FY 2024 stock-based director compensation to no director compensation in FY 2025; unclear if this reflects performance alignment, cost control, or timing of grants .
- Director awards categorized as performance-based (drug development milestones) and market-price based; specific targets for directors are not disclosed .
-
Conflicts/Related Party
- No related-party transactions involving Moran disclosed; the only noted financing was with Bradbury Strategic Investment Fund A (not a director) .
-
Tenure and re-election
- Moran is Class C; nominated for election at the 2025 Annual Meeting to serve until the 2028 Annual Meeting .