Alan Fisher
About Alan Fisher
Alan Fisher (age 72) is NEUP’s Non‑Executive Chair and independent director, serving on the Board since September 1, 2016 and appointed Chair effective July 1, 2023. He is a Fellow of the Australian and New Zealand Institute of Chartered Accountants with a B.Com in Accounting from the University of Melbourne and is designated NEUP’s audit committee financial expert, reflecting deep finance and transaction expertise built as a Corporate Finance Partner at Coopers & Lybrand (1974–1997) and Managing Director of Fisher Corporate Advisory Pty Ltd (1997–present) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Coopers & Lybrand | Corporate Finance Partner | 1974–1997 | Led corporate finance; M&A and capital markets experience |
| Fisher Corporate Advisory Pty Ltd | Managing Director | 1997–present | Advises public/private companies on M&A, equity raisings, restructuring, strategic advice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thorney Technologies Limited (ASX) | Non‑Executive Director; Chair of Audit & Risk Management Committee | Since 2016 | Audit leadership; governance oversight |
Board Governance
- Role: Non‑Executive Chair of the Board; leads a 5‑member board and oversees strategy, risk, culture, and executive oversight; board conducts periodic self‑evaluations and annual strategy reviews .
- Independence: Board determined Fisher is independent under Nasdaq rules (only CEO Dr. Papapetropoulos and David Wilson are non‑independent) .
- Committees: Chair, Audit & Risk Management Committee; Member, Nomination and Compensation Committee .
- Financial Expertise: Board designated Fisher as an “audit committee financial expert” and financially sophisticated under Nasdaq rules .
- Audit Committee Report: As Chair, Fisher signed the FY2025 Audit Committee Report recommending inclusion of audited financials in the Annual Report .
- Policies: Company prohibits director/officer hedging and pledging of company stock; maintains Code of Business Conduct and insider trading policy; clawback policy adopted per Nasdaq/SEC (executive officers), with awards subject to clawback under the 2024 Plan .
Fixed Compensation
| Item (FY ended 6/30/2025) | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $78,486 | Director/committee retainers and fees |
| Stock Awards (fair value) | $69,322 | Equity grants to non‑employee directors (form not specified) |
| All Other Compensation | $9,026 | Nature not itemized |
| Option Awards, Non‑Equity Incentives, Deferred Comp Earnings | $0 | Not granted/none disclosed |
| Total | $156,834 | Sum of disclosed director pay components |
- Compensation governance: The Compensation Committee (Chair: Dr. Jane Ryan; Member: Alan Fisher) reviews director remuneration, operates under a written charter, and is independent under Nasdaq rules .
Performance Compensation
| Director Equity Award Metrics (FY2025) | Disclosure |
|---|---|
| RSU/PSU performance conditions | Not disclosed for directors |
| Award grant dates/units/vesting | Not disclosed for directors |
| Change‑in‑control treatment | Under the 2024 Equity Incentive Plan, the Board may accelerate vesting or cash‑out awards at fair value upon a change‑in‑control; treatment may vary by participant and award type . |
The proxy details performance equity mechanics for executives (e.g., RSUs/PSUs/options), but does not specify director award metrics beyond grant‑date fair value in FY2025; director awards remain subject to the Plan and its $750,000 annual cap per non‑employee director (cash+equity, grant‑date fair value) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Thorney Technologies Limited (ASX) | Non‑Executive Director; Audit Chair | External investment company; no NEUP related‑party transactions disclosed involving Fisher |
- Related‑party transactions: WG Partners LLP engagement relates to Director David Wilson (Chair/CEO of WG Partners); FY2025 payments of $148,971 (FY2024: $189,112). No Fisher‑related party transactions disclosed .
Expertise & Qualifications
- Chartered accountant; audit committee financial expert; extensive M&A/capital markets experience; board governance leadership .
- Sector experience: Biopharma board tenure and financing transactions across industries .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Alan Fisher | 92 | <1% | Represents shares he has the right to acquire via options exercisable within 60 days of 6/29/2025 |
- Shares pledged/hedged: Company prohibits hedging and pledging for directors .
- Ownership guidelines: Not disclosed; Plan caps total annual director compensation (cash + equity) at $750,000 grant‑date fair value .
Governance Assessment
- Strengths:
- Independent Non‑Executive Chair with audit leadership; designated audit committee financial expert; clear oversight roles and board self‑evaluation processes .
- Strong policy framework (Code of Conduct, insider trading policy, hedging/pledging prohibitions, clawback for executives; Plan subjects awards to clawback) .
- Alignment:
- Mix of cash ($78.5k) and equity ($69.3k) suggests balanced director compensation; however, Fisher’s beneficial ownership is de minimis (<1%), with exposure primarily via options exercisable within 60 days .
- Risks/Red Flags:
- No Fisher‑specific related‑party transactions disclosed; the notable related‑party engagement is with another director (David Wilson/WG Partners). Monitoring continues appropriate via Audit & Risk Management Committee .
- Attendance rates and executive session details are not disclosed; inability to validate meeting‑level engagement is a disclosure gap .
- Compensation oversight:
- Compensation Committee (of which Fisher is a member) independently oversees executive and director pay, succession planning, and equity plans; say‑on‑pay frequency recommended at three years to assess multi‑year effectiveness .
Insider Trades
| Indicator (FY2025) | Status |
|---|---|
| Section 16(a) compliance (timeliness) | Company believes all filing requirements were timely met in 2025 |
No Rule 10b5‑1 adoptions/terminations reported for directors/officers in FY2025; hedging/pledging prohibited .
Notes on Attendance & Engagement
- The proxy does not provide director‑level attendance percentages or meeting counts; Fisher’s active committee leadership and signature on the Audit Committee Report indicate engagement, but quantitative attendance measures are not disclosed .
Compensation Structure Observations
- FY2025 director pay for Fisher comprised ~$78.5k cash and ~$69.3k equity; no option awards or non‑equity incentives were granted to directors; details on award form (RSU/DSU), grant dates, units, and vesting are not disclosed for directors .
- Plan mechanics permit varied award types and Board discretion for change‑in‑control treatment; awards are subject to clawback policy .
Committee Composition
| Committee | Members | Chair | Independence |
|---|---|---|---|
| Audit & Risk Management | Alan Fisher; Miles Davies; Dr. Jane Ryan | Alan Fisher | All members independent; Fisher is audit committee financial expert |
| Nomination & Compensation | Dr. Jane Ryan; Alan Fisher | Dr. Jane Ryan | All members independent; non‑employee/outside directors per SEC/Code |
Policy Snapshot
- Prohibitions: Hedging/monetization; margin accounts/pledging .
- Clawback: Executive officers; awards subject to clawback under 2024 Plan .
- Director compensation cap: $750,000 per fiscal year (cash + grant‑date equity) .
Overall, Fisher presents as an independent, financially sophisticated board leader with audit chair responsibilities and limited direct equity exposure. No Fisher‑specific conflicts are disclosed; continued oversight of third‑party engagements (e.g., WG Partners via David Wilson) remains a governance focus through the audit committee .