Simon Conway
About Simon Conway
Simon Conway (age 57) was appointed to the Board of Directors on April 24, 2025 upon closing of Better Choice’s merger with SRx Health and is currently an independent director; he is a Chartered Accountant with 30+ years across real estate, corporate finance, capital raising, and transaction execution in the UK, US, and internationally . He qualified at Stoy Hayward (now BDO), built and exited sizeable leisure and property portfolios (including Earls Court & Olympia), and co‑founded Matterhorn Capital, transacting over £1.5B of real estate; his expertise spans debt structuring, tax‑efficient deal architecture, and advisory mandates .
Past Roles
| Organization | Role | Tenure/Transaction | Committees/Impact |
|---|---|---|---|
| Stoy Hayward (BDO) | Chartered Accountant (qualified) | Post-degree qualification period (date not specified) | Professional audit training and certification |
| Howarth & Howarth | Hotel and leisure consultancy (secondment) | Early career (post‑qualification) | Sector consulting foundational to investment strategy |
| UK leisure property business | Founder; assembled leisure investment portfolio | Founded 1994; built ~£40M portfolio over 4 years | Strategic property investment growth |
| St James Capital (rebrand/merger) | Leader acquiring 55 public houses; grew rent roll | 1998 acquisition; rent roll to £13.5M p.a.; exit ~£240M by 2005 | Operational scaling and portfolio optimization |
| Earls Court & Olympia (London) | Acquirer/operator of >1M sq ft exhibition space | Acquired 2004 for £235M; EBITDA +50%; full exit in 2009; exhibition creation business MBO in 2005 for £35M | Turnaround, asset enhancement; cash realization |
| Matterhorn Capital | Co‑founder (with Anthony Lyons) | Since 2008; >£1.5B real estate transactions across UK/EU/US | Capital deployment across shopping centres, hospitals, hotels, offices, residential land |
| US lighting‑as‑a‑service platform | Strategic advisor | Growth and securitized debt structuring (partners including Deutsche Bank) | Financing strategy; portfolio scale to >3,000 commercial sites |
| UK children’s bike leasing company | Strategic advisor | Growth to >100,000 customers; preparing EU expansion | “Rent to upgrade” model design and scaling |
External Roles
- Co‑founder/investor/advisor at Matterhorn Capital and private leasing businesses (not public company directorships disclosed) .
Board Governance
- Independence: The Board determined Simon Conway meets NYSE American independence standards .
- Committee assignments (current): Audit Committee (Chair as of Oct 31, 2025), Compensation Committee (member), Nominating & Governance Committee (member); Audit Committee members Conway, Michael Young, Joshua A. Epstein; all three classified as independent and “audit committee financial experts” .
- Board/Committee activity disclosures: Audit Committee met three times during 2024 (committee activity disclosure; Simon became Audit Chair in 2025) . Post‑merger board changes effective April 24, 2025 added Conway alongside Adesh Vora and David White; Young and Conacher remained; subsequent Oct 31, 2025 resignations of Conacher and White reconstituted committees with Conway as Audit Chair .
- Attendance: Company disclosure states directors attended all Board/committee meetings in 2024; Simon’s appointment occurred in 2025 (no individual 2025 attendance rate disclosed) .
Fixed Compensation
- Equity plan: Company operates a Long‑Term Omnibus Compensation Plan for directors, officers, employees, and consultants; RSUs and options may be granted (aggregate RSU issuance and accounting treatment disclosed, but no individual director grant detail for Conway) .
- RSUs activity: 734,679 RSUs issued to “certain directors, officers and employees” in FY2024; weighted average issue price $5.69; RSUs outstanding 930,520 at Sept 30, 2024; compensation expense recognized under ASC 718 (no director‑specific breakdown disclosed) .
- Director cash retainer/committee fees: Not disclosed for the post‑merger Board; pre‑merger (2023) director fees pertained to a different slate and do not include Conway .
Other Directorships & Interlocks
- Public company boards: None disclosed for Simon Conway; biography emphasizes private investment/advisory roles .
- Interlocks/shared directorships with SRXH/Halo counterparties: None disclosed specific to Conway .
Expertise & Qualifications
- Financial expertise: Designated “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S‑K .
- Technical/transactional strengths: Debt structuring, tax‑efficient deal architecture, capital raising, complex transaction execution; multi‑jurisdiction real estate portfolio leadership .
- Professional credential: Chartered Accountant (BDO/Stoy Hayward) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Simon Conway | 204,792 | <1% |
- Ownership guidelines/pledging: No director stock ownership guidelines or pledging disclosures specific to Conway in available filings; no pledging noted .
Governance Assessment
- Board effectiveness: Appointment as Audit Chair and “financial expert” strengthens oversight over reporting, ICFR, and risk governance; independent status supports objective challenge to management .
- Alignment: Personal share ownership (204,792) provides some economic alignment, though sub‑1% stake indicates alignment is present but not concentrated .
- Compensation risk: Lack of disclosed director cash retainer framework post‑merger and limited transparency on individual equity grants inhibits pay‑for‑performance assessment at the director level; aggregate RSU issuance across stakeholders suggests equity is part of director compensation mix but individual metrics/vesting for directors are not detailed .
- Conflicts/related party exposure: Company discloses general risk that directors may have other business activities creating potential conflicts; mitigations include disclosure/recusal requirements under applicable law and company policies. No Conway‑specific related party transactions disclosed .
- Risk indicators for investor confidence:
- Going‑concern language post‑merger and need for additional financing (near‑term liquidity risk) .
- Regulatory fine history (Saskatchewan College of Pharmacy Professionals, 2022) resolved and immaterial; highlights compliance vigilance need in specialty pharmacy operations .
- Board turnover and committee reconstitution on Oct 31, 2025 require attention to continuity and governance processes; Audit Chair assignment to Conway is a positive counterbalance .
- Overall: Conway’s audit leadership and deep finance credentials are net positives for governance quality. Transparency on director‑level compensation metrics and formal stock ownership guidelines would improve alignment disclosures; monitoring financing strategy and regulatory compliance remains critical for investor confidence .