Ram Mukunda
IGC PharmaAbout Ram Mukunda
Ram Mukunda is the Founder, President, CEO, and Director of IGC, serving since inception (2005). He is 66 years old, holds B.S. degrees in Electrical Engineering and Mathematics and an M.S. in Engineering (University of Maryland), and previously founded and took Startec Global Communications public on NASDAQ in 1997. His recent compensation has shifted from equity-heavy (FY24) to mostly cash (FY25), with outstanding cash bonuses converted to performance-based payouts tied to completing the CALMA Phase 2 trial and a minimum $5 million fundraising, indicating operational milestone alignment. Total shareholder return (TSR) for a $100 fixed investment was $33 in FY23, $118 in FY24, and $70 in FY25; net losses were $(11.9)mm in FY23, $(13.0)mm in FY24, and $(7.1)mm in FY25, while revenue rose from $0.40mm in FY22 to $1.27mm in FY25.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Startec Global Communications | Founder & CEO | 1990–2004 | Took company public on NASDAQ in 1997; extensive public-company operating experience and M&A/integration of 20+ companies. |
| Intelsat | Strategic Planning Advisor | Pre-1990s (prior to Startec) | Satellite services planning experience; capital markets and strategy background. |
| Wall Street boutique firm | Bond market professional | Pre-Intelsat | Finance/markets grounding supporting later capital structuring at IGC. |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Univ. of Maryland, School of Engineering | Emeritus member, Board of Visitors | n/d | Recognized alumnus and prior Distinguished Engineering Alumnus; International Alumnus of the Year (2013). |
| Harvard Kennedy School, Belfer Center | Council Member | 2001–2003 | Policy and governance exposure germane to regulated clinical development. |
| Awards | E&Y Entrepreneur of the Year (1998) | 1998 | Entrepreneurial/operating credentials. |
Board Governance & Service
- Board tenure and class: Director since 2005; Class C director re-elected in 2025 to term expiring at 2028 Annual Meeting.
- Leadership structure: CEO role is separate from independent Chairman (Richard Prins), mitigating CEO/Chair concentration concerns.
- Committee roles: Audit and Compensation Committees comprised of independent directors (Prins, Moran); Mukunda is not a member, addressing independence in pay/audit oversight.
- Meetings/attendance: In FY25 there were 6 Board, 5 Audit, and 2 Compensation meetings; all directors/committee members attended.
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base salary ($) | 360,000 | 396,000 |
| Cash bonus ($) | 320,000; ~$396k outstanding owed at FY24 year-end | 92,000; ~$423k outstanding converted to performance-based (CALMA Phase 2 completion; ≥$5mm fundraising) |
| Other comp ($) | 75,000 (benefits) | 80,000 (benefits) |
Notes:
- Employment Agreement (11/18/2021) runs through 11/17/2026; base salary $360,000 per year per agreement, with Board discretion to review targets and bonuses annually. Perquisites include insurance, 401(k), business expense reimbursement, 20 days vacation, sick leave, domestic help, driver, cook, and a car (partial reimbursement by employee).
Performance Compensation
| Component | FY 2024 | FY 2025 | Plan mechanics / metrics |
|---|---|---|---|
| Stock awards (grant-date fair value, $) | 1,066,000 | – (Nil) | Awards include performance-based (drug development milestones) and market price-based awards tied to stock price targets; market price milestones not met in FY24/25. |
| Performance cash bonus | Included in bonus; outstanding at FY24 YE ~$396k | ~$423k legacy bonus converted to milestone-based (CALMA Phase 2 completion; ≥$5mm fundraising) | Emphasizes operational execution (clinical and financing). |
| Options | Not highlighted for 2024 | No options or similar option-like instruments granted in FY25 | Company states no options granted in FY25. |
Performance/vesting details:
- Outstanding stock awards (unvested) at FY25 YE: 5,527 units valued at ~$3.2mm for Mukunda; two categories: performance-based (drug milestones) and market price-based.
- RSU vesting events on March 31, 2025 (reported via Form 5 for multiple insiders, including Mukunda).
Equity Ownership & Alignment
| Holder | Shares beneficially owned | % of class | As-of date |
|---|---|---|---|
| Ram Mukunda | 4,092,678 | 4.50% | Aug 15, 2025 |
| Ram Mukunda (prior year) | 3,526,000 (in thousands table) | 4.66% | Jul 1, 2024 |
| Spouse (excluded from Mukunda’s beneficial ownership) | 810,752 (no voting/financial rights for Mukunda) | n/a | Aug 15, 2025 |
Additional alignment indicators:
- Unvested stock awards (Mukunda): 5,527 units; value ~$3.2mm at FY25 YE (ASC 718).
- Hedging/derivative policy: Officers and directors prohibited from hedging or using derivative strategies (e.g., collars, swaps) to offset stock declines.
- Pledging policy: Not disclosed.
- Stock ownership guidelines: For directors only—retain 35% of shares granted upon joining and during tenure (transfers to personal trusts/gifts excluded). Executive ownership guidelines not disclosed.
Employment Terms
| Term | Detail |
|---|---|
| Agreement | CEO Employment Agreement dated Nov 18, 2021; expires Nov 17, 2026. |
| Base salary | $360,000 per agreement; FY25 SCT shows $396,000 paid. |
| Bonus | Board may review/update targets/amounts annually. |
| Benefits/Perqs | Insurance, 401(k), business expenses, 20 days vacation, sick leave, domestic help, driver, cook, car (partial reimbursement). |
| Severance | If terminated without cause, including a change of control, cash severance equal to 1.5x the average total compensation disclosed in the previous two 10-Ks; immediate vesting of all unvested shares. |
| Triggers | Language indicates severance applies to termination without cause, “including a change of control,” implying equity acceleration upon such event; no separate double-trigger provision disclosed. |
| Non-compete / Non-solicit | Not disclosed. |
| Clawback | Not disclosed beyond general code-of-ethics; no explicit clawback policy described. |
| Tax gross-ups | Not disclosed. |
Company Performance Reference Points (for pay alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenues ($) | 397,000 | 911,000 | 1,345,000 | 1,271,000 |
| EBITDA ($) | (13,944,000)* | (10,914,000)* | (9,161,000)* | (6,828,000)* |
- Values retrieved from S&P Global.
- Revenues show growth from FY22 to FY24 before a modest dip in FY25; EBITDA loss narrowed each year FY22→FY25, consistent with cost discipline during clinical progression.
Pay vs Performance (as disclosed)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| PEO “Compensation Actually Paid” ($000s) | (1,453) | 2,699 | (203) |
| Non-PEO Avg “Compensation Actually Paid” ($000s) | 103 | 979 | 78 |
| Value of $100 investment (TSR) | $33 | $118 | $70 |
| Net Income (Loss) ($000s) | (11,927) | (13,000) | (7,121) |
Interpretation highlights:
- Market-based stock milestones were not met in FY24/FY25; equity values were sensitive to stock price, causing negative “compensation actually paid” in FY23 and FY25.
Director Compensation (Context for dual role as Director)
| Director | FY 2024 Total Director Comp ($000s) | FY 2025 Director Comp |
|---|---|---|
| Non-employee directors | Prins: 259; Moran: 185; Lierman: 49 | No compensation paid to non-employee directors in FY25. |
Committee composition:
- Audit: Prins (Chair), Moran; both audit committee financial experts.
- Compensation: Prins and Moran; no external compensation consultants used in FY25.
Governance, Shareholder Votes, and Capital
- 2025 Annual Meeting results: Ram Mukunda and James Moran re-elected; grant of 5,000,000 shares under the 2018 Plan approved; authorized common shares increased from 150,000,000 to 600,000,000; frequency of say-on-pay determined every three years.
- Authorized share increase rationale: flexibility for capital raises, acquisitions, and continued stock-based compensation; Board notes anti-takeover effects are possible but not the purpose.
Related-Party Transactions and Risk Indicators
- Related party: None in FY25 through proxy date, aside from a private placement with Bradbury Strategic Investment Fund A (not a related party to Mukunda) in March 2024 (~$3mm at $0.34/sh).
- Section 16 compliance: FY25 Form 5s for RSU vesting to be filed by multiple insiders, including Mukunda (administrative timeliness flag).
- Hedging prohibited for officers/directors; no explicit pledging disclosure.
- Legal proceedings: “There are currently no legal proceedings against the Company’s directors or officers” per proxy.
Investment Implications
- Alignment vs dilution: Mukunda holds 4.50% ownership as of Aug 15, 2025, with significant unvested stock exposure, indicating alignment; however, repeated special grants and a substantial increase in authorized shares heighten future dilution risk.
- Pay-for-performance: FY25 shifted to cash-heavy pay and conversion of large outstanding bonuses into milestone-based payouts (clinical completion and financing), which better aligns near-term value creation levers for a clinical-stage biotech.
- Retention and change-in-control economics: Severance at 1.5x average total compensation (prior two 10-Ks) plus immediate vesting on termination without cause, including change of control, offers robust protection that could increase transaction costs in strategic scenarios; lack of explicit double-trigger increases acceleration risk on change in control.
- Governance checks: Independent Chair and independent Compensation/Audit committees mitigate dual-role risks; no comp consultant or disclosed peer group may limit external benchmarking rigor, but committee asserts program does not incentivize excessive risk.
- Trading/vesting signals: RSU vesting at fiscal year-end (Mar 31, 2025) is a known cadence; absence of disclosed 10b5-1 plans and limited visibility into Form 4 activity in the proxy constrain read-through on selling pressure.
S&P Global disclaimer: EBITDA values marked with an asterisk were retrieved from S&P Global.