Stephen Simes
About Stephen M. Simes
Stephen M. Simes (age 73) has served as an independent director of CytoDyn since October 13, 2022. He brings 40+ years of pharmaceutical industry experience, including prior CEO roles and multiple board directorships. He holds a BSc in Chemistry from Brooklyn College (CUNY) and an MBA from New York University . At CytoDyn, he currently chairs the Compensation Committee and serves on the Audit Committee, and the Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RestorGenex Corporation | Chief Executive Officer | 2014–2016 | Led company through acquisition by Diffusion Pharmaceuticals |
| BioSante Pharmaceuticals | President & CEO | 1998–2013 | Company later acquired by ANI Pharmaceuticals (June 2013) |
| Ceregene, Inc. | Director | 2009–2013 | Board service at biotech company |
| Therapix Biosciences | Director | 2016–2020 | Board service |
| Unimed Pharmaceuticals, Inc. | Director | 1994–1997 | Board service |
| Bio-Technology General | Director | 1993–1995 | Board service |
| Gynex Pharmaceuticals, Inc. | Director | 1989–1993 | Board service |
| G.D. Searle & Co. (now part of Pfizer) | Early career roles | Began career 40+ years ago | Pharma operating background |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Helix 51 / Innovation and Research Park of Rosalind Franklin University | Entrepreneur in Residence | Ongoing role (North Chicago, IL) |
| BioLife4D Corporation | Director | Private company; 3D bioprinting of human heart |
| Bio-XL Limited (Israel) | Chairman of the Board | Oncology products development |
Board Governance
- Independence: Board determined Simes and all current directors are independent under Nasdaq rules .
- Board leadership: Independent chair (Tanya D. Urbach); separation of Chair and CEO roles .
- Committee assignments (FY2025):
- Compensation Committee: Chair
- Audit Committee: Member
- Nominating & Governance: Not a member
- Meetings/attendance: Board met 12 times in FY2025; each then-current director attended at least 75% of Board and applicable committee meetings; all then-current board members attended the 2024 Annual Meeting .
- Committee activity (FY2025): Audit (4 meetings), Compensation (4), Nominating & Governance (3) .
Fixed Compensation
Director fee framework (FY2025):
- Annual cash retainer: $40,000
- Additional Board Chair/Lead Independent Director: $30,000
- Committee Chair retainers: Audit $20,000; Compensation $15,000; Nominating & Governance $10,000
- Committee member retainers: Audit $10,000; Compensation $7,500; Nominating & Governance $5,000
- Annual equity: Non-qualified stock option for 800,000 shares; 10-year term; vests in 12 monthly installments; exercise price = closing sale price on grant date .
Simes FY2025 director compensation:
| Component | Amount |
|---|---|
| Cash fees | $65,000 |
| Stock option award (grant-date fair value) | $91,200 |
| Total | $156,200 |
Performance Compensation
Director equity program details (FY2025):
- Annual grant size: 800,000 options to each non-employee director .
- Vesting: 12 equal monthly installments during fiscal 2025 .
- Term/strike: 10-year term; exercise price set at closing sale price on grant date .
2025 award outcome for Simes:
| Metric | Detail |
|---|---|
| 2025 option award fair value | $91,200 |
| Outstanding director options (as of 5/31/2025) | 1,778,012 shares underlying options |
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlock/Conflict Notes |
|---|---|---|---|
| BioLife4D Corporation | Private | Director | No related-party transactions with CytoDyn disclosed |
| Bio-XL Limited (Israel) | Private | Chairman | No related-party transactions with CytoDyn disclosed |
- No current public company directorships disclosed for Simes in the proxy; prior public company board service listed above .
Expertise & Qualifications
- Executive leadership in biotech/pharma (CEO roles; capital markets, BD, and drug development exposure) .
- Committee leadership: Chairs Compensation Committee; Board confirms committee independence and lack of impairing affiliations .
- Education: BSc Chemistry (Brooklyn College, CUNY); MBA (NYU) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (9/15/2025) | 1,778,012 shares (represents shares subject to stock options) |
| % of shares outstanding | Less than 1% |
| Shares underlying outstanding director options (5/31/2025) | 1,778,012 |
| Ownership notes | Beneficial ownership includes securities exercisable currently or within 60 days; Simes’ line item represents options |
| Anti-hedging policy | Directors prohibited from hedging (e.g., collars, forwards) |
Governance Assessment
- Committee leadership and independence: Simes chairs the Compensation Committee and serves on the Audit Committee; Board affirms independence and committee independence (no impairing relationships), supporting governance quality in pay-setting and financial oversight .
- Attendance/engagement: Board convened 12 times in FY2025; each director attended ≥75%; directors also attended the 2024 Annual Meeting—indicating baseline engagement .
- Director pay mix: FY2025 compensation for Simes comprised $65,000 cash and an option grant valued at $91,200; CytoDyn’s director program is option-centric (800,000 options annually, monthly vesting), emphasizing long-term equity but concentrated in options rather than RSUs/DSUs .
- Ownership alignment: Simes’ beneficial holdings are options (beneficial ownership <1%); no disclosures of pledging; anti-hedging policy in place .
- Related-party/Conflicts: No related-person transactions disclosed involving Simes; the Audit Committee pre-approves related-party transactions and reviewed others (none involving Simes) .
- Shareholder sentiment: Say-on-pay passed at the 2024 Annual Meeting (For: 315,973,038; Against: 63,214,010; Abstain: 7,630,379; broker non-votes present), signaling acceptable pay support during his tenure as Compensation Chair .
Compensation Committee Analysis
- Composition: Simes (Chair), Urbach, Brunke—each independent .
- Consultant: Aon/Radford retained as independent compensation consultant; peer group maintained (pre-commercial biotech peers); annual review of compensation design and peer benchmarks .
- Policies: Committee charter and anti-hedging policy in place; Board asserts no compensation-related conflicts among committee members .
Notes on Key Risk Indicators
- Auditor oversight and stability: Simes sits on the Audit Committee; the company transitioned auditors in 2024–2025 (MGO → BF Borgers → Marcum → CBIZ) with going-concern emphasis noted historically; the Audit Committee documented processes and approvals; no disagreements/reportable events disclosed with Marcum/CBIZ during the relevant periods .
- Section 16 compliance: FY2025 reporting indicates compliance, with noted late filings for the CFO; no delinquencies noted for Simes .
Overall: Simes contributes deep small/mid-cap biotech operating and board experience, leads the Compensation Committee with use of independent advice and peer data, and participates in Audit oversight. Option-heavy director pay and low outright share ownership are areas to monitor for alignment, though anti-hedging policies mitigate certain risks .