Freda Lewis-Hall

About Freda Lewis-Hall

Freda Lewis-Hall, M.D., DFAPA, age 70, has served on CDT’s Board since September 2023 and is the non-executive Chairperson of the Board. She is affirmatively determined independent under Nasdaq listing standards and attended 100% of Board and committee meetings in FY2024. She holds an M.D. from Howard University College of Medicine and a B.A. in natural sciences from Johns Hopkins University. The company cites her qualifications based on biopharma executive leadership, including Pfizer Chief Medical Officer (2009–2019) and Chief Patient Officer (2019), plus senior roles at Vertex, Bristol-Myers Squibb, Pharmacia, and Eli Lilly.

Past Roles

External Roles

Board Governance

• Board leadership: Non-executive Chairperson; CEO role separated (Andrew Regan is CEO and director), with non-executive directors led by Dr. Lewis-Hall.
• Independence: The Board determined Dr. Lewis-Hall is independent under Nasdaq rules; all members of Audit, Compensation, and Nominating & Corporate Governance (NCG) Committees are independent.
• Attendance: Board held 17 meetings in FY2024; each current director attended 100% of board and committee meetings during their service.
• Committee assignments at CDT:
  • Audit Committee: Member; committee held 4 meetings in FY2024; audit committee report signed by Chair Chele Farley; members include Lewis-Hall and Simon Fry; Farley and Fry designated “financial experts.”
  • Nominating & Corporate Governance Committee: Chair; held 4 meetings in FY2024; membership evolved from Lewis-Hall/Charles (2024) to Lewis-Hall/Farley/Fry (post Apr 2025).
• Risk oversight: Board and committees oversee financial, legal/regulatory, compensation, and governance risks per charter descriptions.
• Special Committee: Appointment in 2024; Dr. Lewis-Hall received an additional $7,500 cash retainer for service.

Fixed Compensation

Total FY2024 director compensation for Lewis-Hall: $101,500 ($40,250 cash, $40,250 stock awards, $21,000 option awards; no “all other” compensation).

Performance Compensation

• Change-in-control terms: All outstanding equity awards held by non-employee directors become fully vested and exercisable upon a change in control.
• Clawback: All awards are subject to company clawback policies and applicable law; recoupment can apply to proceeds and gains received.
• Consultant oversight: Compensation Committee can retain advisors; Aon Plc assisted in Nov 2024 LTI review for executives (process discipline signal).

No performance metrics (e.g., revenue/EBITDA/TSR targets) are disclosed for non-employee director equity; vesting for director awards is service-based.

Other Directorships & Interlocks

• Potential interlocks/conflicts: Industry adjacency in oncology may create information flow benefits; no CDT-disclosed related-party transactions involving Lewis-Hall’s external boards.

Expertise & Qualifications

• Deep biopharma leadership (Pfizer CMO/CPO; senior roles at Vertex/BMS/Pharmacia/Lilly).
• Governance experience (committee chair roles across public boards).
• Academic credentials (M.D., Howard; B.A., Johns Hopkins).
• Designated independent director; financially literate Audit Committee member at CDT.

Equity Ownership

(*) Table marks “less than 1%” for director-level holdings; beneficial ownership table excludes shares issuable upon warrant exercise.

• April 2024 Warrants: Directors (including certain directors) received April Warrants tied to lock-up; not exercisable until one year post-issuance; each warrant exercisable into one share at $4,680 for two years post-exercisability; purchase price $187.50 per warrant.
• Change-in-control: Non-employee director awards fully vest/exercise on change-in-control.
• Ownership guidelines: No specific director stock ownership guidelines disclosed in proxy.

Fixed Compensation (Detail Table)

Performance Compensation (Detail Table)

Related Party & Conflicts Review

• Indirect equity received at Business Combination: Dr. Lewis-Hall indirectly received 1,335 shares upon completion of the Business Combination (as an indirect Conduit shareholder).
• Audit Committee oversight: Reviews and oversees related-party transactions per policies and procedures.
• Board noted transactions with Corvus/Manoira controlled by CEO Regan; not involving Lewis-Hall directly, but relevant to Board RPT oversight environment.

Insider Instruments & Trades Snapshot

Governance Assessment

• Strengths:
  • Independent non-executive Chair with deep biopharma governance and operating expertise; strong attendance record.
  • Chairs NCG Committee, supporting board composition/succession and governance guidelines; sits on Audit Committee.
  • Director equity orientation (elected to receive cash fees as stock), improving alignment; conservative clawback coverage applies to awards.
• Watch items / RED FLAGS:
  • Single-trigger change-in-control acceleration for non-employee director awards (full vest/exercise), which can be shareholder-unfriendly relative to double-trigger constructs.
  • April Warrants issued to directors tied to lock-up with very high exercise price ($4,680) and bespoke terms may be seen as unconventional and warrants monitoring for optics and alignment.
  • Board-level related-party environment (e.g., CEO-controlled Manoira/Corvus transactions) heightens importance of Audit Committee rigor; however, no Lewis-Hall-specific RPT beyond indirect Business Combination shares is disclosed.

Overall, Lewis-Hall presents as a highly experienced, independent board leader with full attendance and committee leadership, and she has elected equity in lieu of cash fees—positive alignment signals. Governance watch items center on structural equity acceleration on change-in-control and unusual warrant structures rather than personal conflicts.