Ray Prudo
About Ray Prudo, M.D.
Independent non-executive director at Akari Therapeutics (AKTX). Age 80; medical degree (MBBS, University of London) and FRCP(C) from the Royal College of Physicians and Surgeons of Canada . Served as Executive Chairman (Sep 2015–Dec 2022), then Chairman of the Board (Jan 1, 2023–Nov 14, 2024), and currently director since Nov 14, 2024 . Attended the 2024 Annual General Meeting in person .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akari Therapeutics, Plc | Executive Chairman | Sep 2015–Dec 2022 | Led company; transitioned governance to non-executive chair in 2023 . |
| Akari Therapeutics, Plc | Chairman of the Board | Jan 1, 2023–Nov 14, 2024 | Oversaw board; paid $100,000 annual retainer . |
| Akari Therapeutics, Plc | Director (Class C) | Nov 14, 2024–present | Member, Nominating & Corporate Governance Committee . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Doctors’ Laboratory (TDL) | Co-founder; past CEO & Chairman | Since 2002 (chair); historical leadership | TDL is a subsidiary of Sonic Healthcare Limited (ASX: SHL.AX) . |
| Health Services Laboratories (HSL) | Director | Since 2015 | HSL is a subsidiary of Sonic Healthcare Limited . |
| CIS Healthcare Limited | Director | Current | Privately-held UK healthcare company . |
Board Governance
- Current status: Independent director; Board determined Dr. Prudo meets Nasdaq independence standards .
- Committee assignments: Member of Nominating & Corporate Governance Committee; committee chaired by Robert Bazemore, members include Hoyoung Huh and Ray Prudo .
- Attendance: Four full board meetings in FY2024; all directors attended ≥75% of board and committee meetings .
- AGM participation: Attended the 2024 AGM .
- Board structure and classes: Prudo is Class C director; class terms defined in Articles (A: 1-year; B: 2-year; C: 3-year) .
Fixed Compensation
| Year | Cash Retainer ($) | Notes |
|---|---|---|
| 2023 | 100,000 | As Chairman of the Board . |
| 2024 | 93,059 | As non-employee director following Nov 14, 2024 transition . |
| 2025 (estimate) | 45,570 | Estimated director fees reflecting role change . |
- Non-employee director fee schedule (2024): Board member $41,305; Committee member—Audit $7,875; Compensation $5,570; Nominating & Corporate Governance $5,570; Chair—Audit $18,375; Chair—Compensation $11,139; Chair—N&CG $11,139 .
Performance Compensation
| Year | Option Awards ($) | Grant Mechanics | Vesting Schedule |
|---|---|---|---|
| 2023 | 13,000 | Annual non-employee director option grant policy . | Typically vests in full at next AGM; 10-year term; accelerates on change-of-control . |
| 2024 | 10,853 | Annual/assumed option grants context (including Peak Bio assumed awards for others; Prudo held 10,000,000 options) . | Standard director vesting and terms as above . |
| 2025 (conditional) | N/A cash value not stated | One-time grant of 225,000 ADS options (450,000,000 ordinary shares) to each of specified directors incl. Prudo on Mar 20, 2025, subject to shareholder approval and share pool increase . | 25% vested on Mar 20, 2025; 25% on Dec 31, 2025; remaining 50% monthly over next 24 months . |
- Director equity policy: Typical annual grant equals options over 5,000,000 ordinary shares (10,000,000 for non-executive chairman); vests at next AGM; 10-year term; change-of-control acceleration; no performance metrics for non-executive directors .
Other Directorships & Interlocks
| Company | Type | Connection to AKTX | Potential Conflict Indicator |
|---|---|---|---|
| The Doctors’ Laboratory (TDL) | Subsidiary of Sonic Healthcare | AKTX leases London office space from TDL ($0.1m + VAT per year in 2023 and 2024) and purchased lab/testing/admin services ($0.1m per year); payables < $0.1m at 12/31/2024 . | Related-party transactions due to Prudo’s leadership role at TDL; oversight by audit committee per policy . |
| Health Services Laboratories (HSL) | Subsidiary of Sonic Healthcare | No direct transaction disclosed with AKTX . | None stated . |
Expertise & Qualifications
- Medical training: MBBS, University of London; FRCP(C) .
- Healthcare operations: Founder/leader of TDL and director at HSL; experience in healthcare services and laboratory operations .
- Board qualifications: Independent director; member of N&CG committee .
Equity Ownership
| Metric | 12/31/2024 | 5/15/2025 | 10/31/2025 |
|---|---|---|---|
| Ordinary Shares owned (direct + affiliates) | 4,916,600,800 | 6,003,452,? See breakdown | 6,248,396,800 |
| Direct ordinary shares (Prudo individually) | 4,077,124,600 | 5,163,920,600 | 5,163,920,600 |
| Options exercisable within 60 days | 20,000,000 (10,000,000 vested) | 20,056,250 | 245,000,000 |
| Warrants (subject to 9.99% cap; excluded from % calc) | 1,932,587,500 | Excludes up to 3,710,799,500 | Excludes up to 3,710,799,500 |
| RPC Pharma Limited (affiliated) shares | 800,766,600 | 800,766,600 | 800,766,600 |
| Praxis Trustees Limited shares | 38,709,600 | 38,709,600 | 38,709,600 |
| Beneficial ownership (%) | N/A | N/A | 8.7% of ordinary shares outstanding |
Notes:
- ADS ratio: 1 ADS = 2,000 ordinary shares .
- Ownership percentages are computed per SEC rules, including options/warrants exercisable within 60 days for the individual holder .
- As of Oct 31, 2025, % based on 71,479,461,523 ordinary shares outstanding .
Fixed vs Variable Pay Mix (2024)
| Component | Amount ($) | Nature |
|---|---|---|
| Cash fees | 93,059 | Fixed retainer/committee fees |
| Option awards (grant date fair value) | 10,853 | Time-based equity; non-performance |
| Total | 103,912 | Predominantly fixed cash |
Related-Party Transactions (Conflict Risk)
- May 2024 convertible notes: Company entered unsecured convertible notes totaling $1.0m with Dr. Prudo and Dr. Samir Patel; $750k repaid in Oct 2024; each converted $125k principal plus interest into ADSs at $1.59; shares issued Apr 30, 2025 .
- TDL arrangements: AKTX leased office space from TDL ($0.1m + VAT per year in 2023 and 2024) and procured lab services ($0.1m per year); payables < $0.1m at Dec 31, 2024 .
- Governance controls: Audit committee (all independent) reviews and approves related-party transactions; directors must recuse from decisions affecting personal interests; conflicts handled per Code of Business Conduct and committee charters .
Equity Ownership Risk Controls
- Insider trading policy prohibits short sales, options transactions, pledging/margin use, collars/hedging except under limited circumstances with prior approval .
- No specific director stock ownership guidelines disclosed; non-executive directors may elect to receive annual cash payments in fully vested shares, although none elected this in 2024 .
Compensation Structure Analysis
- Shift from chair to director: Cash fees decreased from $100,000 (2023 chair) to $93,059 (2024 director) and are estimated at $45,570 in 2025, reflecting role change rather than pay inflation .
- Non-performance equity: Director options are time-based, vest at next AGM, with change-of-control acceleration; no performance metrics or clawbacks for non-executive director awards—maintains independence but weakens pay-for-performance alignment .
- One-time 2025 director options: Conditional awards intended to recognize strategic reprioritization post-transaction; vesting staged over 2025–2027; contingent on share pool increase and shareholder approval, mitigating dilution concerns through governance process .
Governance Assessment
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Strengths:
- Independent status affirmed; active role on N&CG; ≥75% attendance; AGM participation signals engagement .
- Clear related-party review procedures; director recusal requirements and audit committee oversight .
- Non-executive equity grants structured with vesting and change-of-control acceleration; no bonus participation preserves independence .
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Watch items / RED FLAGS:
- Related-party exposure via TDL office lease and services while Prudo holds leadership roles at TDL—ongoing transactions (~$0.1m/year) warrant continued independence safeguards .
- Convertible note financing (May 2024) with director participants (including Prudo)—acceptable bridge financing but underscores need for full board/audit oversight and disclosure compliance .
- Significant beneficial ownership (8.7%) and warrants subject to 9.99% cap—concentration risk; ensure voting/transaction recusal per Articles/Code .
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Overall: Governance framework and independence affirmations are robust, but recurring related-party transactions with TDL and prior financing relationships require vigilant audit oversight and strict adherence to recusal/conflict policies to maintain investor confidence .