Andrew Regan
About Andrew Regan
Andrew Regan, 59, is Chief Executive Officer and a director of CDT (appointed April 15, 2025; director since September 2023). He is a British-born entrepreneur and polar explorer, founder/CEO of Corvus Capital Limited (since 2008), co-founder and director of Conduit Pharmaceuticals Limited (“Old Conduit”), and holds a PhD from Oxford Brookes University (2014) focused on bio‑inspired algorithms for financial forecasting . The Board separates the roles of Chair (Freda Lewis‑Hall) and CEO; Regan serves as CEO and board member under this structure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hobson Plc | Chief Executive Officer | Until sale in 1996 | Led company to a recommended cash takeover; entrepreneurial track record |
| Corvus Capital Limited | Chief Executive Officer | 2008–present | Investment vehicle (previously LSE‑listed); multi‑sector investing; controlling owner |
| Conduit Pharmaceuticals Limited (“Old Conduit”) | Co‑founder; Board member | Since 2019 | Founding and governance of predecessor entity to CDT |
| ASOS.com Ltd; Virtual Internet; Imperial Energy Corporation plc | Investor | Various | Public/private investing across ecommerce, IT hosting, and oil & gas |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Sarborg Limited | Board director | Current | Significant CDT stockholder; CDT has services and license/use agreements with Sarborg; Regan has no equity ownership in Sarborg per disclosure |
| Corvus Capital Limited | CEO; 100% ultimate beneficial owner | Since 2008 | Holds CDT shares directly and via subsidiaries; related‑party transactions disclosed |
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | Waived ($0); Regan “has not entered into any compensation plans” and “will continue to waive all compensation fees” as CEO; eligible only for expense reimbursement (subject to Board review) |
| Target bonus % | None disclosed; no CEO bonus plan disclosed |
| Actual bonus paid | None disclosed; no CEO bonus paid |
| Director fees | $842,081 in 2023; $0 in 2024 (Regan waived director compensation after the Business Combination) |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Amended 2023 Stock Incentive Plan – intended CEO award | N/A | N/A | N/A | 1,120,000 fully vested shares (illustrative allocation contingent on shareholder approval and share caps) | Fully vested at grant (intended form) |
Additional plan details:
- Shareholder‑approved amendment intended to add 2,000,000 shares to the 2023 Plan; Compensation Committee signaled intent to allocate 1,600,000 fully vested shares to executive officers (Regan 1,120,000; Bligh 480,000) and 45,000 director options, subject to a 25% aggregate outstanding‑share cap and additional caps of 14% to Regan and 6% to Bligh as of grant date .
- Non‑employee director equity accelerates upon change‑in‑control; Regan does not participate in the non‑employee director program and waived director compensation .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of July 3, 2025) | 174,993 shares; 7.28% of outstanding shares (2,405,140 shares outstanding) |
| Ownership breakdown | Corvus Capital directly 20,032 shares; 118 shares via Corvus subsidiary Algo Holdings; 154,799 shares held by Manoira (99% owned by Corvus) – aggregate 7.28% |
| Vested vs unvested | Not specifically broken out for Regan; beneficial holdings as above |
| Pledging (red flag) | July 22, 2024: Corvus pledged 20,032 shares to Nirland under a participation/inducement agreement; prior loan/pledge arrangements led to disposal of ~10,000 shares in July 2024; those loan/pledge agreements are no longer in effect |
| Ownership guidelines | Not disclosed |
| Insider policy | Company maintains an insider trading policy (details not specified in proxy) |
Employment Terms
| Term | Detail |
|---|---|
| Role start date | Appointed CEO April 15, 2025 |
| Contract/compensation plan | No CEO compensation plan; compensation waived; expense reimbursement only (subject to Board review) |
| Severance / change‑of‑control | Not disclosed for CEO. Non‑employee director equity accelerates at change‑in‑control; Regan is an employee director who waived director compensation |
| Non‑compete / non‑solicit | Not disclosed for CEO; disclosures provided for a former CEO’s transition agreement (Tapolczay) |
| Personal guarantees | Regan personally guaranteed the August 2024 Senior Secured Promissory Note with Nirland (12% interest; secured by all company assets; amended Oct 31, 2024 to add conversion features) |
Board Governance
- Board leadership: Independent Chair (Freda Lewis‑Hall) and separate CEO (Andrew Regan); Board believes structure links management and independent oversight .
- Independence: Majority independent; Audit, Compensation, and Nominating/Governance Committees comprise independent directors .
- Committees and composition:
- Audit: Chair Chele Chiavacci Farley; members Lewis‑Hall and Fry; both Farley and Fry deemed “financial experts”; held 4 meetings in FY2024 .
- Compensation: 2024 members Charles (Chair), Farley, Fry; independent; held 2 meetings in FY2024. Charles resigned April 16, 2025 .
- Nominating & Corporate Governance: 2024 members Lewis‑Hall (Chair) and Charles; Fry added after Charles’ resignation; held 4 meetings in FY2024 .
- Attendance: Board held 17 meetings in FY2024; each director attended 100% of Board and committee meetings during their service periods .
- Dual‑role implications: Regan serves as CEO and director, but not Chair; Committee independence and separate Chair mitigate CEO/Chair concentration concerns .
Director Compensation (Program Overview)
| Component | Annual Amount |
|---|---|
| Non‑employee director retainer | $35,000 |
| Chair of the Board | $30,000 |
| Audit Committee | Chair $15,000; Member $7,500 |
| Compensation Committee | Chair $10,000; Member $5,000 |
| Nominating & Governance Committee | Chair $8,000; Member $4,000 |
| Annual option grant | 15,000 options; pro‑rated for new directors; vests by first anniversary or immediately before next annual meeting |
| Change‑in‑control | All non‑employee director equity fully vests upon change‑in‑control |
| Regan’s director compensation | Waived (no cash/equity retainers since Business Combination) |
Compensation Structure Analysis
- Shift toward equity grants: Intended fully vested share awards to executives (Regan 1.12M shares) suggest compensating via equity over cash, preserving company cash and creating immediate liquidity potential for recipients .
- At‑risk vs guaranteed pay: Regan’s CEO cash compensation is waived; proposed executive equity is fully vested rather than performance‑vested, reducing performance contingency in pay mix .
- Governance controls: Committee independence and Board oversight of compensation; plan caps include a 25% outstanding‑shares limit at grant date .
Related Party Transactions and Red Flags
- Corvus Capital and Manoira holdings: Regan’s controlled entities hold CDT stock; ownership aggregated to 7.28% .
- Pledging and dispositions: Corvus pledged 20,032 shares to Nirland and disposed of ~10,000 shares in July 2024 due to loan/pledge agreements (since terminated) – pledging is a notable alignment red flag .
- Nirland note guarantee: Company’s August 2024 senior secured note is personally guaranteed by Regan; note amended in Oct 2024 to be convertible (2.25x multiple on conversion amount at $10 conversion price), with all‑assets security – introduces personal and corporate financing complexity and potential conflicts .
Equity Compensation Plan Information
| Plan | Securities to be issued on exercise | Wtd. avg. exercise price | Remaining available for issuance |
|---|---|---|---|
| 2023 Plan (as of 12/31/2024) | 4,367 | $1,222.80 | 5,659 |
Beneficial Ownership (Selected)
| Holder | Shares | % Outstanding |
|---|---|---|
| Andrew Regan | 174,993 | 7.28% |
| Sarborg Ltd | 123,595 | 5.14% |
| All directors and executive officers (5 individuals) | 185,820 | 7.72% |
Vesting and Insider Selling Pressure
- Director options (non‑employee directors): 2024 grants vest 100% at 1‑year; 2023 grants vest one‑third annually over three years; exercise prices $106.50 (2024) and $8,265 (2023, pre reverse splits) .
- Intended executive equity: Fully vested shares at grant increase near‑term liquidity and potential selling pressure if awarded as described; Regan’s indicated allocation 1,120,000 shares valued at $3,270,400 at $2.92 price (July 3, 2025) .
Track Record, Value Creation, and Execution Risk
- Strategic repositioning: Regan articulated a pivot to “CDT Equity Inc.” to emphasize AI‑guided asset identification, co‑crystallization and solid‑form chemistry to extend patent life, partnerships with Sarborg and Manoira, and licensing/out‑licensing focus; he highlighted a lean, capital‑efficient model .
- Board structure: Separation of Chair and CEO plus independent committees supports governance on risk and compensation oversight .
Board Service History and Roles for Andrew Regan
- Board tenure: Director since 2023; standing for election in 2025 .
- Committees: Not listed as a member; committees comprise independent directors (Audit: Farley/Lewis‑Hall/Fry; Compensation: Charles/Farley/Fry; Nominating: Lewis‑Hall/Charles then Fry) .
- Independence: Regan is not classified as independent; dual role mitigated by independent Chair and committee structures .
- Attendance: Board met 17 times in 2024; directors had 100% attendance during their service periods .
Investment Implications
- Alignment: Regan’s 7.28% beneficial stake aligns him with shareholders, but pledging of 20,032 shares and prior share disposals introduce alignment risk and potential selling pressure .
- Pay-for-performance: CEO cash compensation waived; intended fully vested equity awards lack explicit performance metrics, potentially weakening pay-for-performance linkage while preserving cash .
- Governance mitigants: Independent Chair and fully independent committees moderate dual-role concerns; however, personal guarantee of corporate debt and related-party share pledging elevate governance and financing risk .
- Near-term catalysts: If the Amended 2023 Plan awards are granted, substantial fully vested shares to executives could create supply overhang; monitoring Form 4s and any S‑8 issuances post-approval is prudent .