Stuart Duty
About Stuart Duty
Independent director (Class II) appointed May 1, 2025; initial term expires at the 2025 Annual Meeting. Over 30 years in finance and healthcare investment banking, with senior roles at Guggenheim Securities, Piper Jaffray, Montgomery Securities, and operating roles at Oracle Partners and Curative Technologies. Education: B.A. in Biochemistry (Occidental College) and M.B.A. (Harvard Business School). Determined independent under Nasdaq and Exchange Act audit committee rules; appointed member of FHTX’s Audit Committee in May 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guggenheim Securities, LLC | Senior Managing Director | Jun 2012–Mar 2023 | Advised executives/boards on financings/strategic transactions |
| Piper Jaffray Companies | Managing Director, Co-Head, Healthcare Investment Banking | 2007–2012 | Led healthcare IB; prior Piper tenure 1992–2002 |
| Oracle Partners, L.P. | Chief Operating Officer | 2002–2007 | Private healthcare-focused investment fund operations |
| Piper Jaffray, Inc. | Managing Director, Co-Head, Healthcare Investment Banking | 1992–2002 | Senior healthcare IB leadership |
| Montgomery Securities | Managing Director, Healthcare Investment Banking | 1993–1999 | Healthcare IB coverage |
| Curative Technologies, Inc. | Director of Business Development | 1992–1993 | Biotherapeutics BD |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Achieve Life Sciences, Inc. | Director | Since 2023 | Current public company directorship |
| EyePoint Pharmaceuticals, Inc. | Director | Since 2023 | Current public company directorship |
| Milestone Pharmaceuticals, Inc. | Director | Since Jul 2024 | Current public company directorship |
Board Governance
- Board class: Class II (Duty, Gallagher, Gottschalk, Smith) with term expiring at 2025 Annual Meeting; staggered board structure may delay change of control .
- Committee assignment: Audit Committee member; Audit Committee chaired by B. Lynne Parshall; other members: Balkrishan (Simba) Gill; Duty appointed to Audit in May 2025 .
- Independence: Board determined Duty is independent and audit-eligible under Nasdaq Rule 5605(c)(2) and Rule 10A‑3; company reported Audit Committee compliance as of May 1, 2025 .
- Board/committee activity: Board met 5 times in 2024; non-employee directors held executive sessions at each regularly scheduled meeting; Audit Committee met 4 times in 2024 (Duty joined in 2025) .
- Risk oversight: Audit oversees financial reporting/internal controls/related-party approvals; Compensation oversees pay-related risk; Nominating & Corporate Governance oversees independence/conflicts .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board cash retainer | $40,000 (pro-rated for 2025) ; policy rate $40,000; Chair $70,000 | |
| Audit Committee member fee | $7,500 (pro-rated for 2025); Chair $15,000 | |
| Director compensation annual cap | $750,000 per year; $1,000,000 in first year of service | |
| Expense reimbursement | Reasonable travel/other expenses for meetings |
Performance Compensation
| Equity Award | Shares | Grant Timing | Vesting | Exercise Price/Expiry | Notes |
|---|---|---|---|---|---|
| Initial stock option (on appointment) | 50,000 shares | In connection with May 1, 2025 appointment | 1/3 on each of 1st, 2nd, 3rd anniversaries (service-contingent) | At least equal to closing price on grant date; expires ≤10 years (policy) | Granted under Non‑Employee Director Compensation Policy |
| Annual director option (eligibility) | 16,000 shares (policy) | Following annual meeting, if ≥6 months service before first post‑meeting Board meeting | 100% on 1st anniversary (service-contingent) | At least equal to closing price; expires ≤10 years (policy) | Grant date fair value cap $300,000 (policy) |
| Initial director option (policy baseline) | 32,000 shares (policy) | On first election/appointment post‑IPO | 1/3 annually over 3 years | At least equal to closing price; expires ≤10 years | Fair value cap $600,000 (policy) |
Notable detail: Duty’s initial grant (50,000 options) exceeds the policy baseline initial grant size of 32,000 options, while remaining subject to policy terms on pricing, vesting, and caps .
Other Directorships & Interlocks
| Company | Sector | Relationship to FHTX | Potential Interlock Notes |
|---|---|---|---|
| Achieve Life Sciences, Inc. | Biopharma | No disclosed transactions with FHTX | Same sector; no related-person transactions disclosed for Duty |
| EyePoint Pharmaceuticals, Inc. | Biopharma | No disclosed transactions with FHTX | Same sector; no related-person transactions disclosed for Duty |
| Milestone Pharmaceuticals, Inc. | Biopharma | No disclosed transactions with FHTX | Same sector; no related-person transactions disclosed for Duty |
Expertise & Qualifications
- 30+ years in healthcare investment banking and corporate finance; senior leadership in IB and fund operations .
- Degrees: B.A. in Biochemistry (Occidental College); M.B.A. (Harvard Business School) .
- Skillset aligned to Audit Committee oversight (financial literacy asserted by Board) .
Equity Ownership
- Beneficial ownership: Not listed for Duty as of the April 23, 2025 record date in the Security Ownership table; table reports ownership for other directors/executives and >5% holders (55,721,340 shares outstanding) .
- Hedging/pledging: Company policy prohibits short sales, options/derivatives, hedging, margin use, and pledging by directors/officers/employees .
Governance Assessment
- Independence and committee role: Positive signal—Board affirmed Duty’s independence and audit eligibility; Audit Committee restored to three independent members and in Nasdaq compliance as of appointment .
- Compensation alignment: Standard cash retainers plus service‑contingent stock options; prohibitions on hedging/pledging strengthen alignment. Initial option above policy baseline indicates higher equity emphasis within policy caps .
- Conflicts/related‑party exposure: Company disclosed no related person transactions involving Duty at appointment; Audit Committee reviews/approves related person transactions under written policy .
- Attendance: 2024 attendance data not applicable to Duty (appointed 2025). Board held 5 meetings in 2024; non‑employee directors met in executive session at each regularly scheduled meeting .
- RED FLAGS: None disclosed for Duty. No hedging/pledging allowed by policy; no related‑party transactions; Audit Committee independence confirmed .