Stuart M. Duty
About Stuart M. Duty
Independent director at Milestone Pharmaceuticals (MIST) since July 2024; age 60; resides in Texas. Duty brings 30+ years in investment banking and healthcare finance, with senior roles at Guggenheim Securities, Piper Jaffray, Oracle Partners, Montgomery Securities, and operating experience at Curative Technologies. Education: BA in Biochemistry (Occidental College) and MBA (Harvard Business School). Appointed as part of a July 14, 2024 Cooperation Agreement with Alta Fundamental Advisors that refreshed the board; he serves on the Nominating and Corporate Governance Committee and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guggenheim Securities, LLC | Senior Managing Director | 2012–2023 | Led complex cross-border financings in biotech/pharma; board-relevant capital markets expertise |
| Piper Jaffray (now Piper Sandler) | Managing Director; Co-Head, Healthcare Investment Banking | 2007–2012; 1999–2002 | Healthcare IB leadership; strategic financing advisory |
| Oracle Partners, L.P. | Chief Operating Officer | 2002–2007 | Healthcare-focused investment fund operations |
| Montgomery Securities | Managing Director, Healthcare Investment Banking | 1993–1999 | Healthcare banking; M&A and capital raising |
| Curative Technologies, Inc. | Director of Business Development | 1992–1993 | BD experience in therapeutics for chronic wounds |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Achieve Life Sciences, Inc. (Nasdaq: ACHV) | Director | Since 2023 | Public company board experience; smoking cessation focus |
| EyePoint Pharmaceuticals (Nasdaq: EYPT) | Director | Since 2023 | Public company board experience; ophthalmology focus |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; not a chair. The committee met five times in 2024; independence affirmed for all members .
- Board and committee attendance: Duty recorded 100% attendance at Board and committee meetings for his 2024 service period (appointed July 2024) .
- Board structure and independence: All directors other than the CEO are independent; the Board has an independent Chair; average Board attendance 99% and committee attendance 93% .
| Governance Item | Quantitative Detail |
|---|---|
| Director since | July 2024 |
| Committee membership | Nominating and Corporate Governance |
| Committee chair roles | None (Committee chaired by Robert J. Wills) |
| 2024 meetings held | Board: 19; Nominating & Governance: 5 |
| Duty attendance (2024) | Board: 100%; Committees: 100% |
| Independence status | Independent (Nasdaq rules) |
Fixed Compensation
Policy: Non-employee directors receive cash retainers and committee fees; chair roles receive additional fees (amended July 2024) .
| Position | Annual Service Retainer ($) | Chair Additional Annual Retainer ($) |
|---|---|---|
| Board of Directors | 42,500 | 30,000 |
| Audit Committee | 10,000 | 10,000 |
| Compensation Committee | 7,500 | 7,500 |
| Nominating & Corporate Governance | 5,000 | 5,000 |
| Director | Fees Earned/Paid in Cash (2024, $) | Notes |
|---|---|---|
| Stuart M. Duty | 23,750 | Appointed July 2024; fees prorated per policy |
Performance Compensation
Policy: Equity is granted via stock options; initial 80,000 options upon board election vest monthly over three years. Continuing non-employee directors receive 40,000 options on annual meeting date, vesting in 12 equal monthly installments and vesting fully at next annual grant; change-in-control triggers full vesting. Options are granted at fair market value on grant date; non-employee director total annual compensation capped at $750,000 ($1,100,000 in first year) .
| Equity Component | Grant Size | Vesting | Exercise Price | Change-in-Control Treatment |
|---|---|---|---|---|
| Initial Director Option | 80,000 options | Monthly over 3 years | Fair market value at grant | Full vest upon change in control |
| Annual Director Option | 40,000 options | 12 monthly installments; full vest by next annual grant | Fair market value at grant | Full vest upon change in control |
| Annual cap (cash+equity) | ≤$750,000; first year ≤$1,100,000 | — | — | — |
| Director | Option Awards (2024, $) | Options Outstanding at 12/31/2024 (shares) |
|---|---|---|
| Stuart M. Duty | 136,742 | 120,000 |
No performance-based equity (PSUs) or director-specific performance metrics disclosed for non-employee directors; options are time-vested under the 2019/Amended 2019 Plan .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with MIST |
|---|---|---|
| Achieve Life Sciences (ACHV) | Director (since 2023) | No disclosed transactional ties with MIST; no committee interlocks reported |
| EyePoint Pharmaceuticals (EYPT) | Director (since 2023) | No disclosed transactional ties with MIST; no committee interlocks reported |
Expertise & Qualifications
- Capital markets and financing expertise across biotech/specialty pharma; cross-border advisory spanning U.S., Japan, China, Canada, and Europe—valuable for funding strategy and transactional oversight .
- Formal education aligned to healthcare and finance: BA Biochemistry (Occidental), MBA (Harvard Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Composition Notes |
|---|---|---|---|
| Stuart M. Duty | 173,333 | <1% | Represents shares underlying options immediately exercisable or within 60 days of April 15, 2025 |
| Options Outstanding (Duty) | 120,000 (as of 12/31/2024) | — | Director option awards; vesting as per director policy |
Policy on hedging/pledging: Insiders (including directors) are prohibited from holding securities in margin accounts, pledging company securities, short sales, and hedging/derivative transactions .
Governance Assessment
- Board effectiveness and engagement: Duty’s 100% attendance since appointment and participation on the Nominating & Corporate Governance Committee support active oversight and board renewal processes; committee independence affirmed .
- Alignment via equity: Duty’s compensation is majority equity (2024 options $136,742 vs. cash $23,750), consistent with long-term alignment; director equity grants are time-vested with fair-market pricing and caps on total director compensation .
- Potential conflicts and signals:
- Cooperation Agreement with Alta Fundamental Advisors prompted Duty’s appointment, signaling shareholder engagement/activism and governance responsiveness; monitor for continued alignment post-standstill expiration after 2025 annual meeting .
- Outside directorships at ACHV and EYPT are in healthcare but not direct MIST competitors; no related-party transactions or compensation committee interlocks involving Duty disclosed, reducing conflict risk .
- Risk indicators and red flags:
- Change-in-control acceleration of director options exists—common governance feature but merits monitoring in event-driven scenarios .
- The Board has no director term limits, relying on evaluations and renewal processes—balanced by ongoing committee oversight and recent board refresh via cooperation agreement .
- Policies reduce alignment risk: strict prohibition on pledging/hedging; independent committee composition; caps on director compensation; no discounted options; removal of evergreen in Amended 2019 Plan .
Overall signal: Duty adds deep financing acumen and appears engaged and independent. Equity-heavy pay structure and anti-pledging policy support alignment; activism-driven appointment suggests board openness to shareholder input, with low apparent related-party exposure in 2024–2025 .