Sachin Pathigoda
About Sachin Pathigoda
Sachin Pathigoda was appointed to Shuttle Pharmaceuticals Holdings, Inc.’s Board on September 12, 2025; on September 15, 2025 he became Chair of the Nominating & Corporate Governance Committee and joined the Audit Committee . The Company disclosed no family relationships and no material related‑party interests for him under Item 404(a) at appointment . He is listed as a director signatory on the Company’s November 18, 2025 S‑1 filing , and his initial Form 3 reported zero common shares beneficially owned as of his appointment (event date 09/12/2025) .
Board Governance
- Committee roles at appointment: Chair, Nominating & Corporate Governance; Member, Audit Committee (effective September 15, 2025) .
- No family relationships and no material related‑party transactions requiring Item 404(a) disclosure were reported for him at appointment .
- Board activity context (prior to his appointment): the Board held 5 meetings and took 8 actions by written consent in 2024; directors recorded 100% attendance (applies to 2024 directors in office then) .
- Subsequent committee leadership change: Compensation Committee chair role assigned to director Angel Liriano on September 15, 2025 (for governance context) .
Committee Assignments
| Committee | Role | Effective Date | Source |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | Sep 15, 2025 | |
| Audit | Member | Sep 15, 2025 |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $25,000 per year, paid quarterly | Director offer letters govern; reimbursed for out‑of‑pocket meeting costs |
| Committee membership/meeting fees | Not disclosed | No separate meeting fee schedule disclosed in proxy section cited |
Performance Compensation
| Equity Element | Amount/Terms | Vesting/Features |
|---|---|---|
| Initial RSU grant (non‑employee directors) | $100,000 grant value at appointment | Vests one‑third on each of the 1st, 2nd, and 3rd anniversaries |
| Annual equity (thereafter) | Additional RSU awards determined annually | Terms to be set each year |
| 2018 Equity Incentive Plan features | Equity award treatment adjustable on change in control; transfer restrictions; adjustment provisions; plan can be amended/terminated | Awards may be assumed/substituted/accelerated upon a change in control as determined by the administrator |
Note: The proxy describes the standard non‑employee director program. A Pathigoda‑specific grant date/share count was not disclosed in the cited filings; the 9/18/2025 8‑K addressing his appointment did not detail an equity grant .
Equity Ownership
| Item | As of | Amount | Source |
|---|---|---|---|
| Common stock beneficially owned | Event date 09/12/2025; Form 3 filed 10/28/2025 | 0 shares | |
| Derivative securities reported | Event date 09/12/2025; Form 3 filed 10/28/2025 | None reported |
Insider Filings Summary
| Form | Filed Date | Event Date | Reported Holdings/Notes |
|---|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 28, 2025 | Sep 12, 2025 | Common stock: 0; no derivatives reported |
Other Directorships & Interlocks
- Listed as a director signatory in the Company’s Nov 18, 2025 S‑1; no other public company directorships for Pathigoda were disclosed in the cited filings .
Compensation Committee Analysis (context)
- Committee composition around the 2025 proxy (before his appointment): Compensation Committee—George Scorsis (Chair), Steven Richards, Oleh Nabyt .
- Subsequent change: Angel Liriano appointed Chair of the Compensation Committee on Sep 15, 2025 .
- Use of independent compensation consultants and peer group disclosures were not identified in the cited proxy sections .
Say‑on‑Pay & Shareholder Voting (2025 Annual Meeting)
| Proposal | For | Against | Abstain/Withheld | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation (“Say on Pay”) | 2,542,575 | 469,312 | 87,730 | 1,078,407 |
Related‑Party and Governance Risk Context
| Topic | Date/Period | Disclosure | Signal |
|---|---|---|---|
| Revolving Loan with Bowery; board reconstitution condition | Feb 27, 2025 (agreement); Q3 2025 filing | Lender condition required ≥4 board resignations; 3 new nominees; later, Bowery managing partner Adam Chambers appointed to Board on Sep 8, 2025; Bowery deemed related party as of that date | Board turnover driven by financing condition; related‑party on Board (RED FLAG). |
| Large IR/marketing spend to IR Agency | Apr–Sep 2025 | $2.0M paid Apr 5; $1.45M paid Sep 15; 2‑month term for latter; $0.5M expense recognized in Q3 | Unusual IR spend for micro‑cap; potential scrutiny on oversight of spend. |
| Financial reporting restatements | Jul 10, 2024 | Non‑reliance on FY2022, FY2023 (with certain quarters) and Q1 2024 financials; restatement drivers include stock comp and convertible instruments accounting | Historical reporting reliability issues (RED FLAG). |
| Internal control effectiveness | As of Sep 30, 2025 | Management concluded disclosure controls/procedures ineffective; material weaknesses in accounting close, ITGCs, entity‑level controls | Persisting material weaknesses (RED FLAG). |
| Nasdaq stockholders’ equity deficiency | Nov 17, 2025 | Reported equity $1.39M vs $2.5M requirement; Company believes it regained compliance via $2.5M private placement on Nov 4, 2025; continued monitoring by Nasdaq | Listing compliance at risk pending future reports (RED FLAG). |
Governance Assessment
- Strengths and roles: Pathigoda was immediately placed as Chair of the Nominating & Corporate Governance Committee and joined Audit, positioning him centrally in board refresh, governance oversight, and audit oversight . The Company reported no family relationships and no Item 404(a) related‑party transactions for him at appointment .
- Alignment considerations: His initial Form 3 reported zero share ownership at appointment, indicating limited immediate “skin‑in‑the‑game” until any director equity grant vests .
- Board and controls environment: 2025 saw lender‑driven board turnover and the addition of a related‑party director (Bowery principal), significant IR spend, ongoing material weaknesses, and prior restatements, all of which elevate governance risk and investor‑confidence sensitivity around the board’s effectiveness (including committees he chairs/serves) .
Overall implication for investors: Pathigoda’s governance roles are critical amid accelerated board changes and control remediation. Monitoring his committee oversight (nominating/governance and audit) alongside forthcoming proxy disclosures on director equity grants and any ownership build will be key to assessing alignment and board effectiveness .