Chele Chiavacci Farley
About Chele Chiavacci Farley
Chele Chiavacci Farley, age 58, is an independent director of Conduit Pharmaceuticals (CDT) serving since 2023; she chairs the Audit Committee, sits on the Nominating & Corporate Governance Committee, and served on the Compensation Committee in 2024 . She is a Partner and Managing Director at Mistral Capital International (since 1995), President and board member of Palmilla San Jose Inmobiliaria, and holds B.S. and M.S. degrees in Industrial Engineering from Stanford University; she is also a member of YPO . The Board affirmed her independence under Nasdaq standards, and she attended 100% of Board and committee meetings in 2024; the Audit Committee met four times in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman, Sachs & Co. | Financial Analyst, Global Finance – Energy & Telecom | Not disclosed | Early career finance role |
| UBS Capital Corporation | Associate | 1992–1994 | Analyzed principal investments for $1B internal fund |
| Tricap International | Vice President | 1994–1995 | Deal structuring and financing |
| Murphy Canyon Acquisition Corp (MURF) | Director (former) | Not disclosed | Received 15,000 sponsor placement units upon Business Combination completion |
External Roles
| Organization | Role | Tenure | Responsibilities/Notes |
|---|---|---|---|
| Mistral Capital International | Partner & Managing Director | 1995–present | Originate/evaluate equity investments, structure deals, negotiate credit facilities, oversee management |
| Palmilla San Jose Inmobiliaria | President; Board & Management Committee member | Current | Master developer of luxury Palmilla resort in Cabo San Lucas |
| YPO | Member | Current | Professional network membership |
Board Governance
- Committee assignments: Audit (Chair: Farley; members: Lewis-Hall, Fry), Nominating & Corporate Governance (Chair: Lewis-Hall; members: Farley, Fry), Compensation (2024 members: Charles (Chair), Farley, Fry; Charles resigned April 16, 2025) .
- Independence and expertise: Board determined Farley is independent; Farley designated an “audit committee financial expert” under Item 407(d)(5)(ii) .
- Attendance and engagement: Board held 17 meetings in FY2024; Farley attended 100% of Board/committee meetings; Audit Committee held 4 meetings in 2024 .
- Nasdaq compliance: Company received a Nasdaq Audit Notice (May 28, 2024) due to only two independent audit committee members after a resignation; resolved by appointing Simon Fry .
Director Cash Retainer Structure (Amended Nov 15, 2024)
| Role | Annual Retainer ($) |
|---|---|
| Non-employee director | $35,000 |
| Chairperson of the Board | $30,000 |
| Audit Committee Chair | $15,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Chair | $10,000 |
| Compensation Committee Member | $5,000 |
| Nominating & Corporate Governance Committee Chair | $8,000 |
| Nominating & Corporate Governance Committee Member | $4,000 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $13,750 | $27,500 |
| Stock awards ($) | $0 | $133,352 |
| Option awards ($) | $255,180 | $21,000 |
| Total ($) | $267,430 | $181,852 |
- Farley elected to receive $27,500 of cash fees as fully vested shares in 2024, signaling equity alignment .
Performance Compensation
Stock Awards Detail
| Grant Date | Instrument | Shares/Units | Grant-Date Fair Value ($) | Price per Share ($) |
|---|---|---|---|---|
| June 2024 | Fully vested shares | 372 | $133,352 | $284 |
Option Awards Detail and Status (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| Dec 18, 2024 | - | 280 | $106.50 | Dec 17, 2034 | 100% vests on first anniversary |
| Dec 1, 2023 | 14 | 29 | $8,265 | Nov 30, 2033 | 1/3 annually over 3 years |
- Annual director equity program: On each annual meeting date, non-employee directors automatically receive stock options to purchase 15,000 shares (pro-rated for new directors); vest on earlier of one year from grant or immediately prior to next annual meeting .
- Performance metrics: No performance-based metrics (e.g., TSR, revenue/EBITDA) were disclosed for director compensation; director equity awards are time-based .
Other Directorships & Interlocks
| Company | Role | Interlocks/Transactions | Notes |
|---|---|---|---|
| Murphy Canyon Acquisition Corp (MURF) | Director (former) | Received 15,000 sponsor placement units transferred at Business Combination completion | SPAC-related units comprised a Private Share and Private Warrant per unit; transfer indicates prior SPAC governance exposure |
Expertise & Qualifications
- Stanford B.S. and M.S. in Industrial Engineering, indicating strong analytical and operational training .
- Audit Committee financial expert designation; deep experience in finance and deal structuring enhances oversight of reporting and controls .
- Private equity leadership since 1995 at Mistral, with experience in originating, structuring, and financing transactions .
- Banking and capital markets experience from Goldman Sachs and UBS; negotiation expertise with lenders and complex deal structures .
Equity Ownership
Beneficial Ownership Over Time
| Metric | Oct 25, 2024 | Dec 4, 2024 | Jul 3, 2025 |
|---|---|---|---|
| Shares outstanding baseline (#) | 100,774,035 | 119,858,640 | 2,405,140 |
| Shares beneficially owned by Farley (#) | 88,939 | 388,177 | 2,529 |
| % beneficially owned | * (<1%) | * (<1%) | * (<1%) |
Director Option Holdings (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Dec 18, 2024 | - | 280 | $106.50 | Dec 17, 2034 |
| Dec 1, 2023 | 14 | 29 | $8,265 | Nov 30, 2033 |
- Insider trading/pledging policy: Company prohibits hedging and pledging of company securities and holding in margin accounts for directors and executives .
- Board-level red flag: On or around Aug 14, 2024, the Board learned a director had collateral pledge agreements resulting in share dispositions without the Company’s knowledge; a Special Committee and Trading Review Committee were formed; the Trading Review Committee recommended no further action .
Governance Assessment
- Strengths: Independence, Audit Committee chairmanship, and audit financial expert designation reinforce board oversight quality; Farley’s 100% meeting attendance in 2024 supports engagement and diligence .
- Alignment: Farley elected to take cash fees in stock and receives time-vested equity, providing ownership linkage to shareholder outcomes; beneficial ownership persists post reverse-split share structure changes .
- Committee effectiveness: Audit Committee met four times in 2024 and issued standard oversight reports; committee compositions meet Nasdaq independence requirements post-Fry appointment .
- Risks/RED FLAGS: SPAC sponsor placement unit transfer (15,000) indicates prior sponsor entanglement; monitor for related-party dynamics with legacy SPAC constituents .
- Risks/RED FLAGS: Board discovered significant share pledging by a director (unnamed) in 2024 despite prohibitions; creation of special oversight committees is responsive, but pledging exposure is a governance red flag for investor alignment .
- Process robustness: Compensation Committee charter allows use of independent consultants with conflict checks; post-resignation changes should be monitored for continuity and independence of compensation oversight .
Note: The proxy references “Transactions with Related Persons – Transactions with Corvus Capital Limited”; investors should review that section for additional related-party considerations involving Corvus Capital and PIPE arrangements .