Avutu Reddy
About Avutu S. Reddy
Avutu S. Reddy, PhD (age 68), has served as an independent director of Syra Health since October 2023. He brings 20+ years of leadership across R&D and competitive intelligence, currently serving as Strategic Scientific and Emerging Business Intelligence Leader at Corteva Agriscience (NYSE: CTVA) since 2017 . He holds a PhD and MS from Acharya Nagarjuna University, an M.Ed. from Annamalai University, and BSc/B.Ed. from S.V. University; he previously led academic and research programs at Texas A&M and Dow AgroSciences . The Board determined Dr. Reddy is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow AgroSciences | Global Leader of Genomics; Global Leader of Molecular Biology & Traits; Global Traits Discovery Platform Leader; Competitive Intelligence Leader; R&D Innovation Incubator Leader | 1999–2017 (various) | Served on The Dow Chemical Co. Biotechnology Advisory Board, Global Leadership Team, Global Discovery Investment Strategy Team, Technology Strategy Committee |
| Texas A&M University (Norman Borlaug Crop Biotechnology Center) | Assistant Professor; Director, Crop Genome Technology Unit | 1994–1998 | Led crop genome technology unit |
| Post-doctoral Research (Texas A&M; CNRS, Université de Perpignan) | Post-doctoral Researcher | 1989–1993 | Sponsored by Rhône-Poulenc and The Rockefeller Foundation |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Corteva Agriscience (NYSE: CTVA) | Strategic Scientific & Emerging Business Intelligence Leader | Oct 2017–Present | Senior leadership in ag chemicals and seeds; no other public company directorships disclosed |
Board Governance
- Independence: Board determined Dr. Avutu Reddy is independent; independent directors comprise a majority; committee memberships meet Nasdaq/SEC independence criteria .
- Committee assignments (as of Dec 31, 2024): Audit Committee (member), Compensation Committee (Chair), Nominating & Governance Committee (member) .
- Attendance: In FY 2024, the Board met 8 times; Audit 3; Compensation 2; Nominating 0. No director attended fewer than 75% of applicable meetings .
- Election results (2025 Annual Meeting): Re-elected; votes For: 9,091,917; Abstain: 4,509,258; Broker Non-Vote: 2,247,235 .
Committee Assignments
| Committee | Role | Independence/Notes |
|---|---|---|
| Audit | Member | Committee fully independent; audit financial expert is Chair (Rogers) |
| Compensation | Chair | Committee independent |
| Nominating & Governance | Member | Committee independent |
Fixed Compensation
| Component | 2023 | 2024 | 2025 Policy (Structure) |
|---|---|---|---|
| Annual Cash Retainer | $5,000 | $10,000 | $20,000 (non-employee directors) |
| Committee Chair Fees | $5,000 (Comp Chair) | Not separately stated in 2024 schedule | $5,000 (Comp Chair); $10,000 (Audit Chair); $5,000 (N&G Chair) |
| Committee Member Fees | Not specified for 2023 | Not specified for 2024 | $2,000 per committee membership |
Note: Based on 2025 policy and current roles, implied annual cash for Dr. Reddy if roles unchanged would be: $20,000 base + $5,000 Comp Chair + $2,000 Audit member + $2,000 N&G member = $29,000 (components cited above) .
Performance Compensation
| Grant | Grant Date | Instrument | Quantity | Exercise/Strike | Term | Vesting | Grant-Date FV |
|---|---|---|---|---|---|---|---|
| 2023 Director Equity | Oct 9, 2023 | Stock Options | 10,000 | $2.68 | 10 years | 4 equal annual installments; first installment vests on grant date | $26,800 (2023 option award FV) |
| 2024 Director Equity | Nov 14, 2024 | Stock Options | 15,442 | $0.3683 | 10 years | 25% at grant; balance vests in 12 equal monthly installments | $5,109 (2024 option award FV) |
- Performance metrics: No performance-vesting (e.g., TSR/EBITDA) metrics disclosed for director equity; vesting is time-based .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Dr. Reddy .
- Potential interlocks: No disclosed public company board overlaps with SYRA competitors/suppliers/customers; external role is as an employee at Corteva (not a disclosed interlock) .
Expertise & Qualifications
- Scientific and R&D leadership in agriscience, genomics, traits discovery, competitive intelligence; service on large enterprise strategy committees (Dow) .
- Advanced academic credentials (PhD; multiple master’s and bachelor’s degrees); prior academic leadership .
- Governance experience across Compensation (Chair), Audit, and Nominating & Governance committees .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Notes |
|---|---|---|---|---|---|
| Avutu S. Reddy | 33,163 | <1% | — | — | Footnote indicates “represents an option to purchase shares” |
| Anti-hedging / Pledging | — | — | — | — | Company policy prohibits hedging; pledging generally prohibited unless exception approved by CCO for non‑margin loans with sufficient capacity |
Director Compensation – Year-over-Year Mix
| Year | Cash Fees | Equity (Options FV) | Total |
|---|---|---|---|
| 2023 | $5,000 | $26,800 | $31,800 |
| 2024 | $10,000 | $5,109 | $15,109 |
- Observation: Guaranteed cash increased from $5,000 (2023) to $10,000 (2024), and policy raises base to $20,000 in 2025; equity moved from a larger 2023 grant to a smaller 2024 grant .
- 2025 structure also introduces explicit committee member fees ($2,000) plus chair fees, increasing predictable cash compensation for committee leadership .
Related-Party Transactions (Context for Audit/Comp Oversight)
- Advances and services with entities beneficially owned by principal owners/management (e.g., STLogics advances; receivable $50,614 as of 12/31/2023) .
- Headquarters lease with STVentures (affiliates include CFO’s spouse); rent expense $131,516 (2024) and $128,527 (2023) .
- Payments to affiliates for IT (RAD CUBE: $22,233 in 2024; $3,320 in 2023) and recruiting services (NLogix: $516,129 in 2024; $348,304 in 2023) .
- Audit Committee is responsible for reviewing and approving related-party transactions; committee comprised entirely of independent directors (including Dr. Reddy) .
Shareholder Voting & Governance Signals
| Proposal (Nov 14, 2025) | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Director Election – Avutu S. Reddy | 9,091,917 | — | 4,509,258 | 2,247,235 |
| Auditor Ratification (M&K CPAs) | 14,955,596 | 369,733 | 523,081 | — |
| Charter Amendment – Remove Class B auto-conversion on death | 8,917,010 | 4,632,013 | 52,152 | 2,247,235 |
| Charter Amendment – Permit Class B transfers to heirs/successors without conversion | 8,880,105 | 4,631,020 | 90,050 | 2,247,235 |
- Dual-class governance: 2025 charter amendments preserve/extend Class B voting control across generations, which can entrench voting power; board recommended approval and stockholders approved .
Governance Assessment
-
Strengths:
- Independent director with deep R&D and competitive intelligence experience; chairs Compensation and serves on Audit and N&G, indicating high engagement and versatility .
- No director attendance below 75% in 2024; participation across committees .
- Anti-hedging policy and restricted pledging improve alignment; no hedging/pledging by Dr. Reddy disclosed .
- Shareholder support: re-elected at the 2025 Annual Meeting with substantial “For” votes .
-
Risks and Red Flags:
- Multiple related-party transactions with entities tied to senior insiders and affiliates (leases, services), posing ongoing conflict-of-interest oversight risk; Audit Committee (including Dr. Reddy) must maintain rigorous review .
- Dual-class stock amendments preserve Class B voting across heirs/successors, potentially entrenching control and limiting Class A influence; approved in 2025 .
- Low direct stock ownership (<1% beneficial) limits “skin-in-the-game” optics; beneficial holdings largely options .
- Rising fixed cash retainer levels (2023→2025 policy) increase guaranteed compensation; time-based option vesting lacks explicit performance linkage for directors .
-
Disclosures Not Found:
- No director-specific say-on-pay votes (not on 2025 ballot) .
- No clawback specifics for directors; no tax gross-ups, severance, or change-in-control terms for directors disclosed.
- No legal proceedings or investigations involving Dr. Reddy disclosed; the company reports none for directors in the past 10 years .
Overall: Dr. Reddy appears to be an independent, engaged director with relevant scientific and strategic experience and leadership on key committees. The principal governance risks stem from SYRA’s related-party transactions and strengthened dual-class voting—areas where the Audit and N&G committees (with Dr. Reddy as a member) will be central to sustaining investor confidence through robust oversight and clear disclosure .