Fred Hassan

About Fred Hassan

Independent director at Cocrystal Pharma (COCP) since April 2023; veteran biopharma operator and investor with prior CEO roles at Schering‑Plough and Pharmacia. He joined Warburg Pincus in 2010 (currently a Director) and serves as Chairman of investment firm Caret Group. Education: B.S. in Chemical Engineering from Imperial College London and MBA from Harvard Business School. Core credentials include global P&L leadership, M&A, regulatory/government affairs, and board service at large-cap and emerging biopharma companies .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all Cocrystal directors (including Hassan) are independent under Nasdaq Rule 5605(a)(2) and applicable SEC rules .
• Committee assignments: No committee assignments are shown for Hassan in the 2025 proxy’s committee matrix (Audit, Compensation, Corporate Governance & Nominating all blank for him) .
• Attendance and engagement: All directors then serving attended over 75% of applicable Board/Committee meetings in 2024. The Board held no formal meetings in 2024 and approved actions by unanimous written consent twice; Audit Committee met 4 times, Compensation Committee once, Corporate Governance & Nominating Committee did not meet .
• 2025 shareholder vote support: Elected with 4,440,602 “For,” 52,576 “Abstentions,” and 2,136,203 broker non‑votes (June 25, 2025 Annual Meeting) .

Fixed Compensation (Non‑Employee Director – FY 2024)

Performance Compensation (Equity)

Performance metrics: The proxy does not disclose performance metrics tied to director equity; director equity appears time-vested (RSUs). No director‑specific performance goals disclosed for 2024 equity .

Other Directorships & Interlocks

Expertise & Qualifications

• Extensive leadership across Big Pharma and biotech, including CEO roles (Schering‑Plough, Pharmacia/Pharmacia & Upjohn) and senior roles at Wyeth and Sandoz; deep experience in strategy, M&A, regulatory, finance and investments .
• Education: B.S. Chemical Engineering (Imperial College London); MBA (Harvard Business School) .
• Current healthcare investing oversight via Warburg Pincus and leadership at Caret Group .

Equity Ownership

Insider Trades and Capital Commitment

Signal: Hassan’s repeated participation in company financings indicates alignment and confidence; transactions disclosed as compliant with listing rules/related‑party policies .

Related Party Transactions and Conflict Controls

• 2023 equity financing: Hassan invested $2,000,000 at $1.97/share and was appointed a director several weeks later; the purchase price complied with Nasdaq Rule 5635 .
• 2025 private placement: Hassan was one of four investors (three directors plus a co‑CEO/CFO) in an at‑the‑market private placement with immediate-exercisable warrants; individual allocations not disclosed .
• Company policy: Bylaws require CFO procedures and majority Board approval for related‑party deals; fairness review, recusal of interested directors, and Corporate Governance & Nominating Committee oversight to monitor/enforce the policy .
• Other related‑party items: Lease with an entity controlled by Director Phillip Frost (not Hassan) disclosed; reviewed under policy .

Governance Assessment

• Positives

  • Independent director with deep operating and strategic credentials; brings large‑cap pharma governance experience and healthcare investing perspective .
  • Strong ownership and direct capital at risk: ~10% beneficial ownership and $2.0M primary purchase in 2023; further participation in 2025 financing supports alignment and confidence .
  • Robust shareholder support at 2025 election (4.44M “For” vs. 52.6k abstentions) .

• Watchpoints

  • No committee assignments per 2025 proxy; committee work is a key lever for board effectiveness—continued absence could limit direct oversight influence .
  • Board process: 2024 had no formal Board meetings (actions by unanimous consent), and only limited committee meetings (Audit 4; Compensation 1; CG&N 0). While directors met >75% of applicable meetings, the low meeting cadence may raise engagement questions for a clinical‑stage biotech approaching milestones .
  • Related‑party optics: Insider participation in financings can create perception risks; however, disclosures note Nasdaq compliance and the Company’s related‑party review/recusal policy .

• Red Flags

  • None disclosed specific to Hassan (no legal proceedings or pledging reported). Note: separate SEC matter pertains to another director (Dr. Phillip Frost), not to Hassan .

Director Compensation (Detail – FY 2024)

Notes: Director RSU awards are reported at grant‑date fair value under ASC 718; actual vesting terms for individual director grants not detailed in the proxy. The proxy lists vested components included in beneficial ownership (4,583 options; 4,033 RSUs) .

Additional Board Context

• Committee composition (2025 proxy): Audit (Chair: Steven Rubin; members Rubin, Phillip Frost, Anthony Japour), Compensation (Chair: Steven Rubin; member Anthony Japour), Corporate Governance & Nominating (Chair: Richard C. Pfenniger; members Steven Rubin, Anthony Japour). Hassan not shown on committees .
• Audit oversight and fees: Audit Committee recommended inclusion of audited 2024 financials in 10‑K; principal accountant fees for 2024: $126,000 (audit); $0 (audit‑related) .

Summary Signals for Investors

• Board effectiveness: Hassan’s strategic experience is a plus; lack of committee roles and limited 2024 meeting cadence are watchpoints. Independence affirmed by the Board .
• Alignment: High personal ownership and repeat insider participation in capital raises indicate meaningful alignment; disclosures emphasize policy compliance .
• Shareholder support: Strong re‑election support in 2025 .