George Scorsis
About George Scorsis
George Scorsis (age 48) has served as an independent director of Shuttle Pharmaceuticals Holdings, Inc. since February 2025. He brings 25+ years of leadership in highly regulated industries (alcohol, energy drinks, medical cannabis, psychedelics, cell-based foods), and completed a Bachelor’s in Administrative Studies at York University in 2000 . As of March 31, 2025, he is Chair of the Compensation Committee and a member of both the Audit and Nominating & Corporate Governance Committees, and is deemed independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Bull Canada | President | Jul 2011 – Oct 2015 | Restructured organization; grew business to $150M in revenue |
| Mettrum Health Corp. | President | Oct 2015 – Jul 2017 | Leadership in Canadian cannabis distribution |
| Liberty Health Sciences | Chief Executive Officer and Director | Jul 2017 – Feb 2019 | Expanded into U.S.; platform later acquired for $372M |
| SOL Global Investments (Scythian Biosciences) | Chairman of the Board | Jan 2015 – Apr 2018 | Board leadership in life sciences investing |
External Roles
| Company | Role | Tenure | Exchange / Notes |
|---|---|---|---|
| Entourage Health Corp. | Chairman | Since Feb 2019 | TSX Venture Exchange (public company) |
| AWAKN Life Sciences | Chairman | Since Jan 2017 | NEO Exchange (public company) |
Board Governance
- Independence: The Board determined George Scorsis is an independent director under Nasdaq Rule 5605(a)(2) .
- Committee assignments: Compensation (Chair); Audit (Member); Nominating & Corporate Governance (Member) .
- Attendance: The Board held five meetings and took eight actions by written consent in 2024; all directors (of the 2024 composition) attended 100% of Board and committee meetings. New independent directors (including Scorsis) were appointed in February 2025, with committees reconstituted thereafter .
- Lead independent director: The Board has not designated a lead independent director; independent directors meet in executive session at least annually without management .
- Governance infrastructure: Written charters for Audit, Compensation, and Nominating & Governance are adopted and posted on the company website .
- Cybersecurity oversight: A Board-level Cybersecurity Committee (two independent directors) was established; cybersecurity oversight is administered by the full Board .
Fixed Compensation
| Component | Amount | Timing/Vesting | Notes |
|---|---|---|---|
| Annual cash retainer | $25,000 | Paid quarterly | Non-employee director offer letters |
| Initial RSU grant | $100,000 (grant-date fair value) | Vests over 3 years, 1/3 per anniversary of appointment | Additional annual RSU awards may be determined |
| Reimbursement | Actual expenses | As incurred | Out-of-pocket meeting costs reimbursed |
Performance Compensation
| Metric | Structure | Targets | Notes |
|---|---|---|---|
| Director equity awards | Time-based RSUs | None disclosed | RSUs vest over 3 years; no performance metrics specified for director grants |
Other Directorships & Interlocks
| External Board | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Entourage Health Corp. | Chairman | Cannabis sector; no disclosed transactions with SHPH; monitor time commitments and sector regulatory exposure |
| AWAKN Life Sciences | Chairman | Psychedelics sector; no disclosed transactions with SHPH; monitor regulatory and reputational considerations |
Expertise & Qualifications
- Regulated-industry operating leadership (alcohol, cannabis, psychedelics), growth and restructuring experience; former CEO and president roles across multiple companies .
- Capital markets and board leadership (Chair roles at public companies); experience scaling platforms and executing strategic transactions .
- Brings business and legal-savvy board composition balance cited by SHPH (with two other new independent directors) to guide capital markets and governance .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Outstanding | Unvested RSUs | Notes |
|---|---|---|---|---|
| George Scorsis | — | — (<1%) | 184,162 | Beneficial ownership excludes unvested RSUs; outstanding shares 6,257,693 as of Mar 13, 2025 |
- Insider trading policy: Applies to directors and covered persons; quarterly and special blackout periods; pre-clearance or 10b5-1 plans required for trades .
- Clawback policy: Adopted to comply with federal securities laws; applies to Section 16 officers and certain employees tied to restatements; director equity awards not explicitly covered by text .
Governance Assessment
- Committee leadership: Chairing Compensation while serving on Audit and Nominating centralizes influence across pay, oversight, and nominations—can enhance board effectiveness if balanced by strong charters and independent membership (all committee members are independent) .
- Independence and attendance: Independent status affirmed; Board reports full attendance in 2024 and active committee infrastructure; Scorsis joined Feb 2025 with committees reconstituted thereafter .
- Ownership alignment: Initial RSU grant ($100,000) with three-year vesting supports medium-term alignment; however, as of the record date he held no common shares outstanding and unvested RSUs are sizable (184,162) relative to float—investors should monitor vesting and subsequent holdings disclosures .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Scorsis; prior related-party arrangements primarily involved former directors/CEO (e.g., manufacturing and loans) .
- Board capital structure actions: Stockholders approved reverse split flexibility and multiple >20% issuance proposals (convertible preferred, ELOC, conversion of notes), signaling dilution risk and heavy capital dependency; governance requires clear investor communication as Compensation Committee oversees equity plans .
- Shareholder feedback: 2025 vote results—Scorsis elected (1,893,996 for; 1,205,621 withheld; 1,078,407 broker non-votes); Say-on-Pay received 2,542,575 for vs. 469,312 against, indicating broad support but with notable dissent to monitor .
Director Election and Shareholder Votes (2025)
| Proposal | For | Against | Abstain/Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Elect George Scorsis | 1,893,996 | 0 | 1,205,621 | 1,078,407 |
| Say-on-Pay (Advisory) | 2,542,575 | 469,312 | 87,730 | 1,078,407 |
| Reverse Stock Split Authorization (range updated in 8‑K) | 3,090,168 | 864,467 | 223,389 | — |
| 2018 Equity Plan Amendment (+5,000,000 shares) | 2,522,161 | 492,378 | 85,078 | 1,078,407 |
| Convertible Notes >19.99% Issuance | 2,771,322 | 240,834 | 87,461 | 1,078,407 |
| Issuance >20% via Preferred/Common | 2,545,615 | 182,894 | 371,108 | 1,078,407 |
| Issuance >20% via ELOC | 2,549,850 | 388,450 | 161,317 | 1,078,407 |
Insider Trades
- No Form 4 filings were found for SHPH in our filings search; no insider transactions involving George Scorsis were identified in the available documents [ListDocuments returned none of type 4].
RED FLAGS and Watch Items
- Potential dilution: Multiple approvals to issue >20% of shares (convertible preferred and ELOC) at discounts to Nasdaq “Minimum Price” elevate dilution risk and investor scrutiny; Compensation Committee should ensure equity issuance discipline and alignment with long-term shareholders .
- External chair commitments: Concurrent chair roles at two public companies may raise time-commitment concerns; monitor engagement and attendance disclosures in future proxies .
- Ownership skin-in-the-game: No common shares reported as beneficially owned as of the record date; alignment currently via unvested RSUs—investors may prefer increased direct ownership over time .
References
- Director biography, independence, and committees:
- Director compensation structure:
- Beneficial ownership and RSU details:
- Insider trading and clawback policies:
- Board meetings and attendance:
- Shareholder vote outcomes:
- Capital structure proposals (issuances and ELOC):