Errol B. De Souza, Ph.D.
About Errol B. De Souza, Ph.D.
Independent Chairman of the Board at Cyclerion Therapeutics since 2021; age 71 as of April 21, 2025. Background includes founding Neurocrine Biosciences and executive leadership roles across multiple biopharma companies; education includes a B.A. in physiology and a Ph.D. in endocrinology from the University of Toronto. Currently serves on the boards of Alector Inc. and Royalty Pharma, Inc., bringing deep CNS and biopharma strategy expertise to CYCN’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cyclerion Therapeutics | Chairman of the Board | Apr 2021–present | Independent Board Chair; shapes agendas; leads independent director sessions |
| Neuphoria Therapeutics (formerly Bionomics) | Executive Chairman; Non-Executive Chairman; Director | Nov 2018–Dec 2022; Jan–Jun 2023; through Nov 2023 | Strategic oversight during transition; biopharma governance leadership |
| Neuropore Therapies | President & CEO; Director | Jan 2017–Dec 2019 | Operational leadership in CNS therapeutics |
| Biodel | President & CEO; Director | Mar 2010–Jan 2016 | Turnaround/portfolio management |
| Archemix | President & CEO; Director | Apr 2003–Mar 2009 | Platform company leadership |
| Synaptic Pharmaceutical | President & CEO | Sep 2002–Mar 2003 | Short-term executive leadership |
| Hoechst Marion Roussel / Aventis | Senior Vice President roles | Sep 1998–Sep 2002 | Big pharma R&D/business leadership |
| Neurocrine Biosciences | Founder; CSO; Director | Oct 1992–Aug 1998 | Built CNS platform; early-stage biotech creation |
| DuPont Merck | Head of CNS Diseases Research | May 1990–Oct 1992 | CNS portfolio oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Alector Inc. | Director | Current | Public company board; neurodegeneration focus |
| Royalty Pharma, Inc. | Director | Current | Public company board; capital provider to biopharma |
| Catalyst Biosciences; Targacept; IDEXX Laboratories; Palatin Technologies; various private boards | Director (prior) | Past | Prior public and private board experience |
Board Governance
- Independence: Board determined De Souza is independent under Nasdaq standards; serves as independent Chairman .
- Committee roles: Chair of Compensation Committee; member of Audit Committee; not on Nominating & Corporate Governance .
- Attendance: Board met 6 times and acted by consent 3 times in 2024; no director attended less than 75% of Board and applicable committee meetings; directors attended the 2024 annual meeting .
- Overboarding policy compliance: CYCN limits directors to ≤4 public boards; De Souza currently sits on CYCN, Alector, and Royalty Pharma—within policy .
- Governance infrastructure: Related party transactions reviewed/approved by Audit; Clawback Policy adopted for executive officers; Insider Trading Prevention Policy prohibits hedging and requires preclearance/10b5-1 approvals .
Fixed Compensation
| Component | Amount/Structure | Period | Details |
|---|---|---|---|
| Cash fees | $30,000 | 2024 | One-time cash fee for Chairman services; broader policy to conserve cash (most directors received $12,000 one-time) |
| Director RS grant | 20,000 shares | Granted Nov 30, 2023 | Time-based vesting over ~42 months; 9,172 vested by Apr 21, 2025; 10,828 unvested vest monthly through Jun 1, 2027 |
| Chair RS addon | 30,000 shares | Granted Nov 30, 2023 | Time-based vesting; 13,750 vested by Apr 21, 2025; 16,250 unvested vest monthly through Jun 1, 2027 |
| Director stock options | 500 sh @ $10.60; 1,000 sh @ $3.82 | Granted Jun 14, 2022; May 15, 2023 | Options fully vested per terms; part of 2,500 options currently exercisable within 60 days per beneficial ownership footnote |
Performance Compensation
- Director pay is primarily time-based equity; no performance-based metrics disclosed for director compensation (no PSU/TSR structures, meeting fees, or annual cash retainers) .
| Performance Metric | Target | Actual | Status |
|---|---|---|---|
| Director compensation performance metrics | Not disclosed | Not disclosed | No performance-based metrics in director pay |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Alector Inc.; Royalty Pharma, Inc. | Current public company directorships | Within CYCN overboarding policy; no CYCN-disclosed transactions with these entities | Independence affirmed; no related-party transactions disclosed with De Souza |
| CYCN Directors’ PIPE (Mar 2025) | Hecht and Higgins purchased shares | Not involving De Souza | Illustrates board investor alignment; monitored under Related Party Transactions Policy |
Expertise & Qualifications
- Deep CNS and biopharma operating experience; founder-level scientific leadership; extensive executive and board governance background .
- Education: B.A. physiology; Ph.D. endocrinology, University of Toronto .
- Board leadership: Independent Chairman, Compensation Chair, Audit member; supports risk oversight and pay governance .
Equity Ownership
| Metric | Value | As-of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 52,500 | Apr 21, 2025 | Includes RS and options per footnotes |
| Ownership (% of outstanding) | 1.5% | Apr 21, 2025 | Based on 3,210,094 common shares outstanding (+ convertible count reference) |
| Vested RS | 22,922 | Apr 21, 2025 | 9,172 (director RS) + 13,750 (chair RS) |
| Unvested RS | 27,078 | Apr 21, 2025 | 10,828 (director RS) + 16,250 (chair RS) vest monthly to Jun 1, 2027 |
| Options exercisable (≤60 days) | 2,500 | Apr 21, 2025 | Aggregated exercisable options within 60 days |
| Shares pledged | Not disclosed | — | No pledging disclosure in proxy; hedging prohibited by policy |
Insider Filings and Trades
| Item | Disclosure |
|---|---|
| Section 16 compliance exceptions in 2024 | Proxy notes late filings for Graul, Hecht, Chicko; no exception listed for De Souza |
| Form 4/insider trades for De Souza | Not disclosed in proxy; refer to current Section 16 filings for updates |
Governance Assessment
-
Strengths
- Independent Chairman role with clear authority to set agendas and lead independent sessions; strong governance signal for oversight quality .
- Compensation Committee chaired by De Souza; no compensation consultant retained, suggesting lean, hands-on governance; regular executive sessions noted .
- High engagement: no director <75% attendance; all directors attended 2024 annual meeting .
- Alignment via equity: time-based RS grants and existing options; conservative cash posture (one-time cash fees) .
- Robust policies: Related Party Transactions Policy, Insider Trading Prevention Policy (prohibits hedging), and executive Clawback Policy .
-
Watch items / RED FLAGS
- Performance linkage: Director compensation lacks explicit performance metrics (PSUs/TSR), relying on time-based vesting—neutral to cautious for pay-for-performance alignment .
- Multiple public boards: Within CYCN’s policy (≤4), but ongoing monitoring of time commitments prudent given Chair and dual committee roles .
- Ownership guidelines: No director stock ownership guidelines disclosed; limits transparency on skin-in-the-game targets (general diversity info; no ownership guideline section elsewhere).
- Related parties: March 2025 PIPE involved other directors (Hecht, Higgins); although policy requires Audit review, continued vigilance on transaction independence advisable .
Overall, De Souza’s independent chairmanship, committee leadership, and extensive CNS sector experience support board effectiveness and investor confidence; equity-heavy director pay and strong attendance further align incentives, while the absence of performance-based director pay and formal director ownership guidelines merit ongoing monitoring .