Simon Dumesnil
About Simon Dumesnil
Independent director of Pasithea Therapeutics (KTTA) since April 2021; age 48 as of July 22, 2025. Currently Managing Partner and Director at Dunraven Capital Partners Limited (U.K.), with prior senior roles at UBS (Head of Structured Financing Group Americas; Co-Head, Private-Side Structuring Group EMEA), Bluestone Capital Management (CIO), and Lehman Brothers (Director in Europe and U.S.). Holds an MSc in Banking and International Finance (Cass Business School) and a Bachelor in Business Administration (HEC); designated the Board’s audit committee financial expert. Tenure on KTTA’s Board: April 2021–present; Class II director nominated to serve through the 2028 annual meeting if re-elected.
Past Roles
| Organization | Role | Tenure (Years) | Committees/Impact |
|---|---|---|---|
| Dunraven Capital Partners Limited | Managing Partner & Director | N/A | Investment advisory focus on Eastern European distressed credits/structured products; capital structure optimization expertise supports KTTA oversight |
| UBS Securities LLC | Managing Director; Head, Structured Financing Group Americas | 2013–2018 (5) | Managed structured financing trading book across USA/LATAM fixed income products |
| UBS AG (EMEA) | Managing Director; Co-Head, Private-Side Structuring Group | 2010–2013 (3) | Arranged structured solutions for FIG/SSG; co-led illiquid financing business |
| Bluestone Capital Management | Chief Investment Officer | 2009–2010 (1) | Managed distressed assets across Europe |
| Lehman Brothers Holding Inc. | Director | 2008–2009 (1) | Restructured/unwound derivative book post-bankruptcy |
| Lehman Brothers International (Europe) | Director | 2003–2008 (5) | Structured products experience in EMEA |
External Roles
- Managing Partner & Director, Dunraven Capital Partners Limited (U.K.)
- No other public-company directorships disclosed in KTTA’s proxy biography
Board Governance
| Item | Detail |
|---|---|
| Board classification | Staggered Board (Class I–III); Dumesnil is Class II, nominated for term through 2028 if re-elected |
| Independence | Board determined Dumesnil is independent under Nasdaq rules; also independent for audit committee heightened standards (Rule 10A-3) |
| Committee assignments | Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) |
| Audit committee qualifications | Designated Audit Committee Financial Expert; financial sophistication per Nasdaq |
| Meetings and engagement (FY2024) | Board met 5 times; Audit met 4; Compensation met 1; Nominating & Governance met 1; each director attended ≥75% of Board and committee meetings served |
| Board leadership | Chairman and CEO roles separated; Chairman is not identified as independent; lead director may be elected per guidelines (not disclosed if appointed) |
Fixed Compensation
| Component | Amount/Term | FY2024 Actual |
|---|---|---|
| Annual retainer (policy) | $50,000 for non-employee directors | $60,000 total cash earned (retainer plus committee chair fee) |
| Committee chair fee (policy) | +$10,000 per committee chaired (Audit Chair for Dumesnil) | Included in $60,000 |
| Chairman of the Board (policy) | +$100,000 (not applicable to Dumesnil) | N/A |
| Meeting fees | Not specified | Not disclosed |
Performance Compensation
| Equity Award Detail | Grant Date | Quantity | Exercise Price | Vesting | Fair Value |
|---|---|---|---|---|---|
| Stock Options (2023 Plan) | Mar 1, 2024 | 7,500 | $8.13/share | Per plan; generally one-year minimum to vest; award terms per grant agreement | Option grants valued under ASC 718 (Black-Scholes) |
| Aggregate options outstanding (as of 12/31/2024) | — | 12,500 | Various | Mix of vested/unvested (see ownership footnote) | — |
| Stock awards (director comp table) | 2024 | — | — | — | $47,195 |
Performance metrics tied to director compensation: Not disclosed; director equity is service-based (time vesting), with a non-employee director compensation cap of $500,000 per fiscal year ($750,000 initial year) under the 2023 Incentive Plan. Options cannot be repriced without shareholder approval.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | KTTA proxy lists no other public-company boards for Dumesnil |
- Related-party context: KTTA disclosed transactions involving PsychoGenics (CEO is fellow director Emer Leahy) and a consulting agreement with Executive Chairman Lawrence Steinman; no related-party transactions disclosed for Dumesnil since Jan 1, 2023.
Expertise & Qualifications
- Capital markets and structured finance leadership across UBS and Lehman; corporate restructuring and capital structure optimization expertise cited as qualifications for the KTTA Board.
- Audit Committee Financial Expert designation; financial literacy confirmed under SEC/Nasdaq rules.
- Degrees: MSc (Cass Business School), Bachelor (HEC).
Equity Ownership
| Holder | Common Shares | Vested Options | Unvested Options | Beneficial Ownership Total | % of Outstanding | Pledged Shares |
|---|---|---|---|---|---|---|
| Simon Dumesnil | 2,500 | 7,500 | 5,000 (excluded from beneficial count) | 10,000 | <1% (based on 7,443,577 shares outstanding) | None disclosed; company notes no pledge arrangements expected to result in change of control |
Insider Trades
| Date | Filing | Description | Source |
|---|---|---|---|
| Mar 1, 2024 | Form 4 | Reported option grant consistent with 7,500 options at $8.13 under 2023 Plan | https://ir.pasithea.com/sec-filings/section-16-filings/content/0001213900-24-019217/0001213900-24-019217.pdf |
| Oct 24, 2025 (filed Oct 27, 2025) | Form 4 | Director stock option grant reported; changes in beneficial ownership | https://ir.pasithea.com/sec-filings/all-sec-filings/content/0001213900-25-102674/0001213900-25-102674.pdf ; https://www.streetinsider.com/SEC+Filings/Form+4+Pasithea+Therapeutics+For%3A+Oct+24+Filed+by%3A+Dumesnil+Simon/25506968.html ; https://www.stocktitan.net/sec-filings/KTTA/form-4-pasithea-therapeutics-corp-insider-trading-activity-83081723514e.html |
Governance Assessment
- Board effectiveness and independence: Dumesnil is independent and serves as Audit Chair with audit financial expert designation, strengthening financial oversight and risk monitoring; audit committee met 4x in FY2024.
- Engagement: Board met 5x; each director attended at least 75% of Board and applicable committee meetings—adequate engagement given KTTA’s size.
- Compensation alignment: Cash fees align with policy ($50k retainer + $10k Audit Chair fee), indicating standard structure; equity grants are capped and service-vested, supporting alignment without performance metrics.
- Ownership “skin in the game”: Beneficial ownership is modest (<1%); includes vested options and a small common share position; no pledging disclosed.
- Conflicts and related-party exposure: No related-party transactions disclosed for Dumesnil; related-party dealings disclosed involve other directors (Leahy/Steinman), reviewed under Audit Committee charter.
RED FLAGS
- Significant increase proposed to shares authorized under the 2023 Incentive Plan (from 264,221 to 2,014,221) may increase equity-based compensation supply; while options cannot be repriced without shareholder approval, expanded pool can dilute shareholders if heavily used. Consider director oversight on award discipline.
- Limited frequency of Compensation and Nominating Committee meetings (1 each in FY2024) may constrain responsiveness to governance or pay concerns in a volatile micro-cap context; monitor whether cadence increases alongside strategic changes.
Notes on Director Compensation Structure
| Policy Element | Detail |
|---|---|
| Initial director option grant | 5,000 options upon joining Board; 50% vest after Year 1, 50% after Year 2 |
| Annual cap for non-employee directors | $500,000 (cash + ASC 718 equity value); $750,000 in first year of service |
| Option term and exercise price | Max 10-year term; strike ≥ fair market value at grant; no repricing without shareholder approval |
| Price reference | Closing price used; e.g., $0.72 on July 22, 2025 (illustrative for plan disclosure) |
Attendance and Independence Summary
- Each director, including Dumesnil, attended ≥75% of Board/committee meetings served during FY2024; one director attended the 2024 annual meeting (not identified).
- Dumesnil is independent under Nasdaq rules and meets heightened audit committee independence standards.