Simon Fry
About Simon Fry
Simon Fry (age 65) has served as an independent director of Conduit Pharmaceuticals Inc. since November 2024. He has over 30 years’ investment banking experience with senior roles at Nomura (Managing Director, European Board member, risk and credit committees) and Credit Suisse First Boston (built the Asset Trading Group as Managing Director), and was appointed CEO of Crosby Asset Management in 2003. He is based in Newport Beach, CA, and serves as an investment advisor to E3 Fund SP on a nominal fixed annual fee with no control, ownership, or discretion over fund investments .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nomura | Managing Director; European Board member | Prior to 2003 | Member of risk committee and credit committee; initiated and built Asset Investment Group; built International Markets Division covering European capital market activity across equity, fixed income, derivatives including primary origination |
| Credit Suisse First Boston (CSFB) | Managing Director; led Asset Trading Group | ~14 years | Developed CSFB’s Asset Trading Group; built a team generating significant returns across fixed income and equities |
| Crosby Asset Management | Chief Executive Officer | Appointed 2003 | Leadership of asset management firm |
| E3 Fund SP (Cayman) | Investment advisor | Over a decade | Nominal fixed annual fee; no control, ownership, or discretion over investments; introduces/negotiates opportunities |
External Roles
| Organization | Role | Notes |
|---|---|---|
| E3 Fund SP | Investment advisor | No control, ownership, or discretion over investments; nominal fixed annual fee |
No current public-company directorships disclosed for Fry beyond CDT .
Board Governance
- Independence: Board affirmatively determined Fry is independent under Nasdaq listing standards .
- Committee assignments:
- Audit Committee member; Chair: Chele Chiavacci Farley; Fry designated an “audit committee financial expert” .
- Nominating & Corporate Governance Committee member; Chair: Freda Lewis‑Hall .
- Compensation Committee member during 2024; Chair: Faith L. Charles (resigned April 16, 2025) .
- Attendance: Board held 17 meetings in FY2024; each current director (including Fry during his service period) attended 100% of Board and committee meetings of which they were a member .
- Nasdaq compliance: Fry’s appointment resolved an Audit Committee independence/size deficiency noted in May 2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $35,000 | Program terms (effective post‑Business Combination; amended Nov 15, 2024) |
| Chair of Board | $30,000 | Program terms |
| Audit Committee chair / member | $15,000 (chair) / $7,500 (member) | Program terms |
| Compensation Committee chair / member | $10,000 (chair) / $5,000 (member) | Program terms |
| Nominating & Governance chair / member | $8,000 (chair) / $4,000 (member) | Program terms |
| Annual director fee cap (equity + cash) | $750,000; $1,000,000 in initial year | Plan limit; exceptions only in extraordinary circumstances; director cannot participate in decision awarding exceptions |
| Fry – FY2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $0 |
| Stock awards (fully vested shares) | $0 |
| Option awards (grant‑date fair value) | $21,000 |
| Total | $21,000 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Strike/Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Non‑employee director stock option | 12/18/2024 | 280 | $106.50 | 100% on first anniversary of vesting commencement date | 12/17/2034 |
| Director share grant (fully vested) | 03/2025 | 1,957 | n/a | Fully vested (director’s grant) | n/a |
- Program equity: Non‑employee directors automatically receive an annual stock option grant at each annual meeting (pro‑rated for new directors); annual awards vest on first anniversary or immediately prior to next annual meeting, contingent on continued service .
- Change‑of‑control: All outstanding director equity awards become fully vested and exercisable upon a change in control .
Performance metric framework in plan (available for PSUs/other awards; not specifically applied to Fry’s director awards):
| Metric Category | Examples |
|---|---|
| Financial | Revenues; operating income; EPS; EBITDA; ROE/ROA; margins; stock price; total shareholder return |
| Operational | R&D milestones; clinical trial initiation/enrollment/results; regulatory filings/approvals; cost targets; productivity; market penetration; geographic expansion |
| ESG/Human Capital | Sustainability metrics; employee satisfaction/retention/safety |
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| None disclosed | — | — |
Potential interlocks/conflict mitigants: Fry’s advisory role to E3 Fund SP is on a nominal fixed fee and without control or discretion over investments .
Expertise & Qualifications
- Capital markets and risk oversight expertise; prior membership on risk and credit committees at Nomura .
- Designated as an “audit committee financial expert” by CDT’s Board .
- Strategic asset management and trading background across fixed income and equities; built asset investment/trading groups generating returns .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Simon Fry | 2,090 | <1% | Comprised of 133 shares plus 1,957 shares from a director grant in March 2025; excludes 280 unvested options not exercisable within 60 days |
| Options Held (as of 12/31/2024) | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 12/18/2024 grant | 0 | 280 | $106.50 | 12/17/2034 |
Policy context:
- Insider Trading Policy prohibits short sales, hedging, derivatives, margin accounts, and pledging of company securities by directors and certain employees .
- Board investigated undisclosed collateral pledge arrangements by “one of its directors” in 2024; formed Special Committee and Trading Review Committee; Trading Review Committee recommended no further action. The company reiterates prohibition of hedging/pledging for directors. (No indication Fry engaged in pledging) .
Governance Assessment
-
Board effectiveness positives:
- Independence and financial expertise: Fry is independent and designated an audit committee financial expert; strengthens oversight of financial reporting and related‑party transactions .
- Engagement: 100% attendance during FY2024 service period; active roles across Audit, Compensation (2024), and Nominating & Governance committees .
- Compensation alignment: Director equity awards vest on annual cycle; Fry’s 2024 compensation was primarily options ($21,000 grant‑date fair value), indicating at‑risk equity rather than cash retainers in period of initial service .
-
Risk indicators (context for investor confidence):
- Internal control environment: Auditor noted material weaknesses in internal control over financial reporting (segregation of duties; review processes; accounting for transactions; restatements; related‑party review controls). This heightens reliance on Audit Committee oversight where Fry serves as financial expert .
- Related‑party exposure: Significant transactions involving entities affiliated with the CEO (Corvus/Manoira), Nirland notes with personal guarantee by CEO, Sarborg agreements where CEO is also a director. Audit Committee is responsible for related‑party review; Fry’s role is critical to mitigating governance risk, though these relationships pose ongoing conflict risk for the board to manage .
- Pledging/stock disposition issues in 2024: Board discovered collateral pledges and dispositions by “one director,” prompting Special Committee and Trading Review Committee; policy prohibits pledging, reinforcing need for strict enforcement. No indication Fry was involved .
Overall: Fry’s independence, capital markets background, and audit committee financial expert status are positives for board oversight. The company’s control weaknesses and breadth of related‑party transactions elevate governance risk; Fry’s committee roles (Audit; Nominating & Governance; Compensation 2024) position him as a key counterweight to potential conflicts if committee rigor and documentation remain strong .
Fixed Compensation (Detail for Directors)
| Program Element | Detail |
|---|---|
| Annual director grant | Stock option to purchase 15,000 shares on annual meeting date; pro‑rated for new directors; vests on earlier of first anniversary or immediately prior to next annual meeting, subject to continued service |
| Change‑of‑control treatment | Full vesting/exercisability of non‑employee director equity awards |
| Annual cash retainers | Board: $35,000; Chair: $30,000; Audit: $15,000 chair / $7,500 member; Compensation: $10,000 chair / $5,000 member; Nominating & Governance: $8,000 chair / $4,000 member |
| Annual director compensation cap | $750,000; $1,000,000 in first year; exceptions only in extraordinary circumstances (director cannot participate in decision) |
Performance Compensation (Metrics Framework)
| Category | Metrics Available in Plan (illustrative) |
|---|---|
| Financial | Revenues; operating income; EPS; net income; EBITDA; margins; ROE/ROA; TSR; stock price |
| Operational/Clinical | R&D milestones, clinical trial timing/results; regulatory filings/approvals; supply chain; partnerships/licensing |
| ESG/Human Capital | Sustainability metrics; employee satisfaction; retention; safety |
Director awards disclosed for Fry are service‑based (options/shares), not tied to performance metrics .
Other Directorships & Interlocks
| Area | Disclosure |
|---|---|
| Current public boards | None disclosed beyond CDT |
| Private/other roles | E3 Fund SP investment advisor; no control/ownership/discretion; nominal fixed fee |
Equity Ownership
| Item | Disclosure |
|---|---|
| Total beneficial ownership | 2,090 shares; <1% of outstanding |
| Breakdown | 133 shares held directly; 1,957 shares from director grant in March 2025; excludes 280 unvested options |
| Options | 280 unexercisable options at $106.50 expiring 12/17/2034 (vest 100% at first anniversary) |
| Pledging/Hedging | Company policy prohibits pledging/hedging; board reviewed 2024 pledge/disposition by another director; no indication Fry pledged |
Governance Assessment
- Strengths: Independence, financial expert designation, multi‑committee engagement, 100% attendance .
- Alignment: Equity‑heavy director compensation during initial service; options and shares create linkage to shareholder outcomes .
- Watch items (RED FLAGS context for board): Company‑wide control weaknesses; multiple related‑party transactions with CEO‑affiliated entities; prior pledge/disposition incident by another director—ongoing need for rigorous Audit/Nominating oversight where Fry participates .
Attendance and independence support investor confidence; the quality of committee oversight—particularly by the Audit Committee where Fry is a financial expert—will be central to addressing control and related‑party risks in the near term .