Faisal Sukhtian
Outlook TherapeuticsAbout Faisal G. Sukhtian
Chairman of the Board at Outlook Therapeutics since January 2025; director since September 2017. Age 40. Executive Director at GMS Holdings with extensive operations, strategy, and M&A experience in biopharma and life sciences; MBA (Columbia Business School) and B.S. in International Economics (Georgetown University School of Foreign Service). Designated to OTLK’s Board by GMS Ventures under the Amended and Restated Investor Rights Agreement (GMS Ventures is the company’s largest stockholder). The Board has affirmatively determined he is independent under Nasdaq standards, and he serves as independent Chairman.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GMS Holdings | Executive Director; director on GMS Holdings board | Since 2008 | Oversees portfolio investments; biopharma and life sciences M&A/strategy experience |
| Genepharm | Chairman of the Board | Since 2019 | European B2B pharmaceutical company leadership |
| MS Pharma | Director | Since 2011 | Regional pharma (MENA) governance experience |
| Agri Sciences | Vice Chairman | Since 2010 | International crop protection; oversight experience |
| Munir Sukhtian International | Executive Director | 2008–2011 | Operational leadership |
| Stelis Biopharma | Director | 2015–2021 | Biotech board service |
| Alvogen | Director | 2008–2014 | Global generics board service |
| Expert Petroleum | Director | Since 2008 | Energy services governance |
| Waterloo Industries | Director | 2015–2017 | US manufacturing governance |
| J.P. Morgan (NY) | Investment banking (M&A, debt/equity) | Prior to GMS | Transaction execution expertise |
External Roles
| Company/Institution | Role | Public/Private (as disclosed) | Notes |
|---|---|---|---|
| GMS Holdings | Executive Director | Not specified | Designation right to OTLK Board via GMS Ventures |
| Genepharm | Chairman | Not specified | European B2B pharma |
| MS Pharma | Director | Not specified | MENA-focused pharma |
| Agri Sciences | Vice Chairman | Not specified | Crop protection |
| Expert Petroleum | Director | Not specified | Oilfield services (Romania) |
Board Governance
| Item | Detail |
|---|---|
| Board role | Chairman of the Board (independent) |
| Independence | Board determined Sukhtian (and 7 other directors) independent under Nasdaq rules |
| Committee memberships | Chair, Nominating & Corporate Governance; Member, Executive Committee |
| Other committees | Not a member of Audit or Compensation Committees |
| Attendance | Board met 5 times in FY2024; all directors attended ≥75% of Board and committee meetings |
| Lead Independent Director | Role assigned to R.H. “Randy” Thurman (Jan 2025) to balance potential conflicts tied to GMS Ventures; empowered to preside over independent sessions and act as liaison when conflicts arise |
Fixed Compensation (Director)
| Component (FY2024 unless noted) | Amount/Terms |
|---|---|
| Fees earned/paid in cash (elected into options by most directors) | $78,000 for Sukhtian (elected as option grant in lieu of cash) |
| Standard annual director option grant | $35,000 grant date fair value (OTLK policy) |
| FY2025 policy update – Board retainer | Increased from $40,000 to $50,000 (cash) |
| FY2025 policy update – Chair of the Board | Additional $30,000 (cash) if independent Chair; Lead Independent Director receives equivalent if Chair is employee |
| FY2025 policy update – Committee fees (annual) | Audit Chair $25,000; Audit Member $12,500; Comp Chair $20,000; Comp Member $10,000; Nominating Chair $10,000; Nominating Member $5,000; Executive Committee Member $30,000 |
Performance Compensation (Director Equity)
| Grant type | Grant date | Shares/Options | Fair value | Exercise price | Expiry | Vesting |
|---|---|---|---|---|---|---|
| Annual non-employee director grant (policy) | At annual mtg date (FY2024 policy) | N/A (value-based) | $35,000 | N/A | N/A | Vests by 1st anniversary or next annual meeting |
| Options in lieu of cash fees (FY2024 election) | 10/4/2023 | 18,633 | $78,000 | $4.80 | 10/4/2033 | 25% vests each fiscal quarter in FY2024 |
| One-time director option grant (portfolio rebalancing) | 10/1/2024 | 134,430 | $629,000 | $5.22 | 10/1/2034 | 100% vests on 1st anniversary |
| FY2025 annual grant policy (value-based) | 10/1/2024 (policy effective) | N/A (value-based) | $265,000 | N/A | N/A | Vests over the fiscal year per updated policy |
No director performance metrics are disclosed for equity (options vest by time or policy-defined dates, not by financial/ESG performance).
Other Directorships & Interlocks
- Investor designation: Sukhtian is designated to OTLK’s Board by GMS Ventures (affiliate of GMS Holdings), OTLK’s largest stockholder (32.7% beneficial ownership as of Jan 15, 2025).
- Related investor presence: Director Yezan Haddadin (CEO, GMS Capital Partners LLC, a GMS Holdings subsidiary) also serves on OTLK’s Board and on the Compensation Committee. All committee members are independent under Nasdaq rules.
- Governance safeguard: Appointment of a Lead Independent Director (R.H. Thurman) in Jan 2025 to mitigate conflicts when issues involving GMS Ventures arise.
Expertise & Qualifications
- Core strengths: Operations, strategy development, and M&A in biopharma and life sciences; experience across European and MENA pharma markets; investment oversight.
- Education: MBA (Columbia Business School); B.S. International Economics (Georgetown SFS).
- Board qualification: Independent Chair with governance experience; leads Nominating & Corporate Governance.
Equity Ownership
| Holder | Beneficial ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Faisal G. Sukhtian | 81,799 | <1% | Includes 78,399 options exercisable within 60 days (as of Jan 15, 2025; 24,905,635 shares outstanding) |
| GMS Ventures & Investments (largest stockholder) | 9,266,645 | 32.7% | Includes 3,458,571 warrant shares; control affiliate of GMS Holdings |
- Hedging/pledging: Company policy prohibits short sales, options, hedging transactions, and pledging/margining of company stock by officers/directors/consultants. No director-specific pledges disclosed.
Related-Party Exposure (Conflicts)
- Financing participation: GMS Ventures participated in the Jan 2024 private placement (2,305,714 shares and warrants to purchase 3,458,571 shares) and exercised 3,458,571 warrants in the Jan 2025 Warrant Inducement Transaction (received inducement warrants for 6,917,142 shares at $2.26).
- Board acknowledges conflict risk: OTLK explicitly structured the Lead Independent Director role “to serve as an effective balance” where the Chair may have a conflict due to his role at GMS Ventures; Lead Independent Director empowered to preside over independent sessions and serve as liaison.
- Designation rights: Sukhtian’s Board seat designated by GMS Ventures under the 2022 Amended and Restated Investor Rights Agreement.
Governance Assessment
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Strengths
- Independent Chairman; separation of Chair/CEO roles; independent determination under Nasdaq.
- Lead Independent Director instituted specifically to mitigate largest-shareholder conflicts and strengthen independent oversight.
- Robust committee structure; Sukhtian chairs Nominating & Corporate Governance; all committee members confirmed independent under Nasdaq.
- Director attendance at or above 75%.
-
Watch items / RED FLAGS
- Large shareholder influence: GMS Ventures at 32.7% with board designation rights and repeat participation in financings; Chair’s executive role at GMS creates ongoing potential conflicts (though mitigated by Lead Independent Director).
- Compensation committee composition: A GMS-affiliated director (Haddadin) sits on the Compensation Committee (independent per Nasdaq, but investor-affiliation optics merit monitoring).
- Director equity compensation escalation: FY2025 policy significantly increases annual director option grant value ($265,000) and committee fee levels, plus one-time large option grants in October 2024; evaluate alignment given company capital needs and dilution risk.
Overall, Sukhtian brings relevant pharma and investment acumen and currently serves as independent Chair with governance counterbalances in place; however, the concentrated ownership and investor designation dynamics necessitate continued monitoring of related-party transactions, committee independence optics, and equity award practices.