Alexander Shoghi
About Alexander Shoghi
Alexander Shoghi (Age 43) is a Portfolio Manager at Oasis Management, having joined in 2005 (Hong Kong) and later founding and managing Oasis Capital in Austin in early 2012; he previously worked at Lehman Brothers (2004–2005). He holds a B.S.B.A. in Finance and International Business from Georgetown University . He has served on the iAnthus (ITHUF) Board since 2022 and “may not be considered independent” under NI 52-110 due to investor affiliations and nomination rights under the Investor Rights Agreement (IRA) . Attendance in 2024 was strong: the Board met 12 times and each director (including Shoghi) participated in 100% of Board and relevant committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oasis Management | Portfolio Manager; founder/manager of Oasis Capital (Austin) | 2005–present; Austin office formed early 2012 | Investor background relevant to capital allocation and governance |
| Lehman Brothers | Analyst/Associate (New York) | 2004–2005 | Early-career sell-side/markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JAKKS Pacific Inc. (NASDAQ: JAKK) | Director | Current | Listed as a current directorship in ITHUF proxy |
Board Governance
| Topic | Details |
|---|---|
| Independence | The Board states Alexander Shoghi “may not be considered ‘independent’ of the Company” under NI 52-110 . |
| Nomination rights | Nominated by the “Second Investor” under the IRA (post-recapitalization governance) . |
| Committees (roles) | - Audit Committee: Member; Audit met 5 times in 2024; Chair is Scott Cohen; two members deemed independent (Cohen, Mathews-Spradlin) .<br>- Compensation Committee: Member; did not meet in 2024; Chair is Michelle Mathews-Spradlin .<br>- Nominating & Corporate Governance Committee: Chair (members: Shoghi, Cohen, Gilbert); did not meet in 2024 . |
| Board attendance | Board met 12 times in 2024; each director participated in 100% of Board and applicable committee meetings . |
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Chair Fee (Cash) | Total Cash | Equity Grant (RSUs, #) | Grant Date | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | 45,500,000 | Nov 26, 2024 | $227,500 | 100% on Nov 26, 2025 | Elected RSUs in lieu of cash retainers; $62,500 of RSUs attributable to $50,000 annual retainer + $12,500 Nominating Chair retainer |
Performance Compensation
| Element | Structure | Metrics/Targets | Payout Determination | Notes |
|---|---|---|---|---|
| Director RSUs (2024) | Time-based RSUs | None disclosed (no PSUs/metric-based awards) | Vests cliff on Nov 26, 2025 | Indicates alignment via equity but not performance-conditioned vesting |
Other Directorships & Interlocks
| Company | Market | Role | Interlocks/Relationships |
|---|---|---|---|
| JAKKS Pacific Inc. | NASDAQ: JAKK | Director | No iAnthus-related commercial interlock disclosed in proxy . |
- Investor affiliation context: Oasis Investments II Master Fund Ltd. beneficially owned ~1,279,055,833 ITHUF shares (18.96%) as of March 21, 2025; Shoghi is an Oasis portfolio manager and was nominated by the Second Investor under the IRA .
Expertise & Qualifications
- Finance/investments: 20 years+ at Oasis; prior Lehman Brothers; strong capital markets perspective .
- Governance exposure: Serves on Audit and Compensation Committees and chairs Nominating & Corporate Governance .
- Education: B.S.B.A., Georgetown University (Finance & International Business) .
- Age/tenure: Age 43; director since 2022 .
Equity Ownership
| Holder | Total Beneficial Ownership (Common Shares) | Percent of Outstanding | Unvested RSUs (Director) | Notes |
|---|---|---|---|---|
| Alexander Shoghi | 18,924,885 | <1% (asterisk in table) | 45,500,000 | Beneficial ownership table excludes unvested RSUs from “Shares Beneficially Owned”; RSUs from 11/26/24 grant vest 11/26/25 |
- Pledging/hedging: No pledging of shares disclosed in the proxy .
- Section 16 compliance: No late filings noted for Shoghi; the proxy lists late filings for certain officers only (former CFO and CFO) .
Insider Trades (disclosed in proxy)
| Period | Forms 3/4/5 Notes | Late Filings | Source |
|---|---|---|---|
| FY 2024 | Company states compliance for directors and officers except listed exceptions | None noted for Shoghi |
Related Party & Conflict Considerations
- Investor-designated director: Shoghi was nominated by the Second Investor under the IRA; Oasis Funds collectively hold 18.96% of shares outstanding as of March 21, 2025 .
- Capital structure/creditor exposure: Oasis Investments II Master Fund Ltd. is among the debenture holders; related-party “Deferred Professional Fees” outstanding to secured lenders (including Oasis) totaled $9.2 million as of Dec 31, 2024 (20% interest after 12/31/22) .
- Committee overlap: While serving on Audit (oversees related-party transactions) and Compensation, Shoghi is not independent per Board disclosure, increasing sensitivity in votes touching investor matters .
Governance Assessment
-
Strengths
- 100% attendance at Board and applicable committees in 2024, indicating engagement .
- High equity alignment: elected to take RSUs in lieu of cash fees; 45.5M RSUs granted with one-year cliff vest, plus personal common share ownership of 18.9M shares (<1%) .
- Financial acumen from Oasis/Lehman background and experience on a U.S.-listed public board (JAKKS) .
-
Risks and Potential Red Flags
- RED FLAG: Not independent; nominated by the Second Investor; Oasis is a top shareholder (18.96%) and creditor, with outstanding related-party deferred fees—creates ongoing conflict oversight risk .
- RED FLAG: Serves on Audit and Compensation while not independent; requires careful recusal/controls on items implicating investor group interests .
- RED FLAG: Compensation Committee and Nominating & Governance Committee did not meet during 2024, raising questions regarding process robustness and cadence of oversight .
- Director equity appears time-based (no performance conditions), which may reduce pay-for-performance sensitivity versus PSUs .
-
Net View for Investors
- Shoghi brings deep investor/turnaround perspective and is highly engaged, but his investor representation and direct involvement on key oversight committees—combined with continued related-party creditor exposure—warrant heightened monitoring of recusals, committee process rigor, and related-party transaction governance .
Key facts: Age 43; Director since 2022; Audit (member), Compensation (member), Nominating & Corporate Governance (Chair); 2024 Board attendance 100%; RSUs granted 45.5M ($227,500) on 11/26/24 (vest 11/26/25); beneficial ownership 18.9M shares (<1%); Oasis Investments II Master Fund Ltd. holds 18.96%; related-party deferred fees owed to lender group including Oasis were $9.2M as of 12/31/24.
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