Todd Brady
About Todd Brady
Todd Brady (age 46) is an independent director of Contineum Therapeutics, Inc. (CTNM) and has served on the board since November 2019. He is Director of Investments at Brace Pharma Capital (since 2014), holds an MBA from the Schulich School of Business (York University), and is a Chartered Financial Analyst (CFA) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avidity Biosciences, Inc. | Director | May 2017 – Jan 2021 | Not disclosed |
| Cocrystal Pharma, Inc. | Director | Feb 2019 – Mar 2020 | Not disclosed |
| Precision Biosciences | Board Observer | Jun 2018 – Mar 2019 | Not disclosed |
| Miragen Therapeutics | Board Observer | Oct 2015 – Feb 2017 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vero Biotech Inc. | Director | Since Jul 2015 | Current board service |
| Navitor Pharmaceuticals | Director | Since Jul 2021 | Current board service |
| HotSpot Therapeutics | Board Observer | Since May 2020 | Current observer |
| Antiva BioSciences | Board Observer | Since Jul 2021 | Current observer |
Board Governance
- Independence: The board determined Mr. Brady is independent under Nasdaq rules and Exchange Act Rules 10A-3 (audit) and 10C-1 (compensation) .
- Committee assignments: Audit Committee member (financial expert); Compensation Committee chair; not on Nominating and Corporate Governance .
- Expertise: Designated audit committee financial expert; meets Nasdaq financial sophistication requirements .
- Attendance: The board met seven times in 2024; each director attended at least 75% of board and committee meetings for their service period .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions without management .
- Committee activity (2024): Audit (4 meetings), Compensation (6), Nominating & Corporate Governance (2) .
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 43,420 | Reflects pro-rated board/committee retainers post-IPO per program |
Director cash retainer schedule (program effective at IPO):
| Position | Annual Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Board Chair | 30,000 |
| Audit Committee Chair | 15,000 |
| Compensation Committee Chair | 10,000 |
| Nominating & Corporate Governance Chair | 8,000 |
| Audit Committee Member | 7,500 |
| Compensation Committee Member | 5,000 |
| Nominating & Corporate Governance Member | 4,000 |
Performance Compensation
| Year | Option Awards (Grant-Date Fair Value, $) | Options Outstanding (#) | Key Terms |
|---|---|---|---|
| 2024 | 787,989 | 58,979 (as of 12/31/2024) | March 2024 grant of 29,479 options; 24-month equal monthly vesting; full vest on change-in-control under 2012 Plan |
Equity program structure for non-employee directors:
- Initial equity award: Options equal to 0.090% of total shares outstanding (including Class B conversions); 1/3 vests at 1 year, remainder in 24 monthly installments; subject to director compensation limits .
- Annual equity award: Options equal to 0.045% of total shares outstanding; vests in full by the earlier of 1 year or next annual meeting; change-in-control full vesting .
- No performance-based equity metrics (e.g., PSUs/TSR targets) are disclosed for non-employee directors .
Compensation mix (2024):
| Component | Amount ($) | Mix (%) |
|---|---|---|
| Cash | 43,420 | 5.2% |
| Equity (Options) | 787,989 | 94.8% |
| Total | 831,409 | 100% |
Other Directorships & Interlocks
| Company | Relationship to CTNM | Potential Interlock/Conflict |
|---|---|---|
| J&J/Janssen (PIPE-307 license) | CTNM license agreement with J&J; not related to Brady | No transactions disclosed involving Brady |
| Brace Pharma Capital | Brady is Director of Investments | No related-party transactions involving Brady disclosed |
| Versant, Baker Bros., Suvretta, Franklin, Perceptive (investors) | Investor rights/financings | No Brady-specific related-party transactions listed |
The “Certain Relationships and Related Party Transactions” section does not list transactions involving Todd Brady; audit committee oversees related party transactions policy .
Expertise & Qualifications
- Finance and capital markets background spanning equity research, asset management, private equity, and corporate banking .
- MBA (Schulich School of Business, York University); CFA .
- Audit Committee financial expert designation by the board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class A | Basis |
|---|---|---|---|
| Todd Brady | 26,619 | <1% (“*”) | Consists of options exercisable within 60 days of Mar 14, 2025 |
Additional holdings:
- Options outstanding: 58,979 (as of Dec 31, 2024) .
- Hedging/pledging: Company policy prohibits hedging and short sales; pledging/margin use requires Compliance Officer approval .
- Ownership guidelines: Not disclosed for directors in the proxy .
Governance Assessment
- Board effectiveness and engagement: Independent director; Compensation Committee chair; Audit Committee member and designated financial expert; attended at least 75% of board/committee meetings; independent directors hold executive sessions—supports robust oversight of pay and financial reporting .
- Compensation governance: Compensation Committee retained Alpine Rewards in September 2024; committee determined advisor independence and no conflicts—positive signal for pay-for-performance integrity .
- Alignment and incentives: 2024 compensation heavily equity-based (~95% options by fair value), with structured initial/annual option grants and vesting; however, disclosed beneficial ownership remains <1% and primarily via options exercisable—typical for small-cap biotech boards but indicates limited outright share ownership .
- Conflicts and related-party exposure: No related-party transactions involving Brady disclosed; audit committee reviews related-person transactions; J&J license and investor agreements noted but not linked to Brady—low conflict risk based on proxy disclosures .
- Risk indicators: Company insider trading policy restricts hedging/pledging; no director-specific hedging/pledging disclosures for Brady; indemnification agreements in place, standard for Delaware issuers .
RED FLAGS
- None disclosed specific to Todd Brady (no related-party transactions, no attendance shortfalls, no equity award repricings noted) .