Guru Ramanathan
About Guru Ramanathan
Dr. Guru Ramanathan (age 61) is an independent director of Natural Alternatives International, Inc. (NAII) serving since 2021; he was appointed to a vacant seat and simultaneously to the Audit, Human Resources, and Nominating Committees on September 17, 2021. He is President of Global Healthcare Innovation Advisory Services, an Adjunct Professor at Pennington Biomedical Research Center, and a globally recognized expert in innovation management across clinical care, pharma, consumer health, animal health, and retail. He previously served as Chief Innovation Officer and Senior Vice President at GNC and held senior roles at Nutricia (Danone) and Scotia Pharmaceuticals; he holds an MBA from Duke (Fuqua) and a Ph.D. from Tufts in Healthcare Innovation Management. He is independent under Nasdaq rules; the board has three independent directors out of four, and there is no lead independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Nutrition Corporation (GNC) | Chief Innovation Officer, Senior Vice President; Member of Executive Committee | Not disclosed | Led innovation agenda across consumer health; executive leadership responsibilities |
| Nutricia (Danone) – US subsidiaries | Senior Director | Not disclosed | Medical nutrition leadership; regulatory and product development experience |
| Scotia Pharmaceuticals – US subsidiary | Medical Director | Not disclosed | Clinical and medical oversight |
| Various institutions (India/US) | Consulting, research, teaching | Not disclosed | Scientific affairs, regulatory compliance, QA/QC, clinical trials, alliance mgmt |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cellcore Biosciences | Board Member | Current | Board service in nutrition/health |
| Dutch Medical Food B.V. | Managing Director and Board Member | Current | Medical nutrition leadership |
| GNC–IVC Nutra Manufacturing JV | Director | Prior | JV governance in nutraceutical manufacturing |
| Prismic Pharmaceuticals | Director | Prior | Pharma governance |
| Nuritas Ltd. | Director | Prior | Nutrition AI/peptide discovery entity |
| Nemysis Ltd. | Director | Prior | Nutrition/health company governance |
| Pennington Biomedical Research Center | Adjunct Professor | Current | Academic role in biomedical research |
Board Governance
- Committee Memberships: Audit (member), Human Resources/Compensation (member), Nominating (member). Chairs: Alan G. Dunn (Audit & Nominating); Laura Kay Matherly (Human Resources).
- Independence: Independent under Nasdaq listing standards (independent directors: Matherly, Dunn, Ramanathan).
- Attendance: Board held 4 meetings in FY ended June 30, 2025; Audit 4, Human Resources 2, Nominating 1. All directors and all committee members attended all of their meetings (100% attendance).
- Board Leadership: CEO Mark A. LeDoux is Chair; board size is four; no Lead Independent Director; majority independent.
Fixed Compensation
| Item | Amount | Period | Notes |
|---|---|---|---|
| Annual Director Retainer (cash) | $10,000 | FY ended June 30, 2025 | Paid at beginning of director term year |
| Meeting Fees (cash) | $1,000 per board or committee meeting | FY ended June 30, 2025 | Applies to regular/special meetings, including teleconference |
| Fees Earned (cash) | $21,000 | FY ended June 30, 2025 | Aggregate for Ramanathan |
| Deferred Cash Award | $68,080 | Granted Mar 7, 2025 | Vests one-third on Mar 7, 2026/2027/2028, contingent on continued board service |
| Total Director Compensation | $119,760 | FY ended June 30, 2025 | Cash + equity value |
Performance Compensation
| Grant Date | Type | Shares/Units | Grant Fair Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|
| Mar 7, 2025 | Restricted Stock | 8,000 shares | $30,680 | 2,667 on Mar 7, 2026; 2,667 on Mar 7, 2027; 2,666 on Mar 7, 2028 | No performance metrics disclosed; time-based vesting only; dividends forfeited prior to vesting per plan |
- Plan Features Relevant to Directors: Minimum 1-year vesting; awards max 5-year term; prohibition on paying dividends prior to vest completion; HR Committee administers plan; performance awards permitted but directors have received restricted stock and deferred cash awards.
Other Directorships & Interlocks
| Potential Interlock/Overlap | Nature | Conflict Status |
|---|---|---|
| Nutrition/health industry boards (Cellcore Biosciences; Dutch Medical Food B.V.) | Overlapping sector with NAII’s nutraceutical manufacturing | No related-party transactions anticipated or proposed per proxy; Audit Committee reviews any RPTs |
| Prior GNC executive role/board JV | Historical role in a customer-facing retail channel | No specific RPT disclosed; independence affirmed by board |
- Other public company directorships: None disclosed.
Expertise & Qualifications
- Innovation leadership across global health and wellness sectors; expertise spanning scientific affairs, regulatory compliance, QA/QC, clinical trials, technology acquisition, alliance management, product development, manufacturing.
- Senior executive experience at GNC; prior leadership roles at Nutricia (Danone) and Scotia Pharmaceuticals.
- Academic credentialing: MBA (Duke Fuqua), Ph.D. (Tufts) in Healthcare Innovation Management; adjunct faculty appointment.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Vested vs Unvested Detail |
|---|---|---|---|
| Guru Ramanathan | 30,000 | Less than 1% | Includes 15,666 restricted shares subject to vesting/forfeiture; outstanding shares as of Oct 13, 2025: 6,176,778 |
- Hedging/Pledging: Corporate policy prohibits trading in derivatives (puts, calls, shorts) and restricts trading approvals; no pledging disclosure for Dr. Ramanathan.
- Ownership Alignment: Regular equity grants to directors under the 2020 Plan; time-based vesting fosters retention and alignment; clawback policy adopted Sept 2023 for incentive compensation (executives; policy framework strengthens governance culture).
Governance Assessment
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Strengths: Independent director with deep sector expertise; serves on all three key committees; 100% meeting attendance indicates engagement; board majority independent; director compensation balanced with cash meeting fees and multi-year equity/deferred cash vesting; hedging restrictions and clawback framework bolster alignment and accountability.
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Watch Items / Red Flags: Small board (4 members) with CEO as Chair and largest shareholder (15.3%), and no Lead Independent Director—elevated concentration warrants monitoring of independent oversight dynamics; continued vigilance on potential industry overlaps is prudent though no related-party transactions are disclosed.
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Overall: Governance signals for Dr. Ramanathan are positive—independence, full attendance, and substantive committee participation—supporting investor confidence; structural board considerations (size, chair/CEO combination) are broader governance context to monitor.