David Wilson
About David Wilson
David Wilson (age 62) has served on NEUP’s Board since June 2016. He is Chairman and founding partner of WG Partners LLP, a life sciences investment banking boutique (since November 2011), and previously held senior healthcare investment banking roles at Piper Jaffray (2001–2011; CEO of European Operations, Chair of Global Healthcare Team, member of Global Operating Board), ING (1999–2001; Managing Director), and Deutsche Bank (1998–1999; Head of Small Companies Corporate Finance). He holds a Bachelor’s degree from the University of Cambridge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Piper Jaffray | CEO, European Operations; Chair, Global Healthcare Team; Member, Global Operating Board | 2001–2011 | Led healthcare investment banking; global operating leadership |
| ING Investment Banking | Managing Director | 1999–2001 | Corporate finance leadership |
| Deutsche Bank | Head, Small Companies Corporate Finance | 1998–1999 | Led small-cap corporate finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WG Partners LLP | Chairman and founding partner | Nov 2011–present | Advises life sciences on corporate finance/M&A/capital raising |
| CS Pharmaceuticals Limited (private) | Director | Jul 2021–present | Privately held UK pharma board seat |
Board Governance
- Classification and term: Class I director; nominated for re-election at the 2025 Annual Meeting to a term expiring at the 2028 Annual Meeting .
- Independence: The Board determined that all directors other than David Wilson and CEO Dr. Papapetropoulos are independent under Nasdaq rules; i.e., Wilson is not independent .
- Committees: NEUP has two committees—Audit & Risk Management (members: Alan Fisher, Chair; Miles Davies; Jane Ryan) and Compensation (members: Jane Ryan, Chair; Alan Fisher). Wilson is not listed on either committee and holds no committee chair roles .
- Years of service: Director since June 2016 .
- Board leadership: Board led by Non-Executive Chair Alan Fisher .
Fixed Compensation (Non-Employee Director – FY 2025)
| Metric | FY 2025 |
|---|---|
| Cash fees (retainer/committee fees) | $56,396 |
| Stock awards (grant-date fair value) | $34,661 |
| Option awards | $0 |
| All other compensation | $0 |
| Total | $91,057 |
- Mix signal: Cash $56,396 and equity $34,661 (~62% cash / ~38% equity) based on disclosed amounts .
Performance Compensation (Director)
| Element | FY 2025 Detail |
|---|---|
| Performance-linked metrics for director pay | None disclosed in the director compensation table (only cash fees and stock awards shown) |
| Equity plan constraints | 2024 Equity Incentive Plan caps non-employee director total value (equity grant-date fair value plus cash fees) at $750,000 per fiscal year |
| Change-in-control treatment | Board may cash out, replace, terminate without acceleration, or accelerate vesting at its discretion |
| Clawback | Awards subject to the company’s clawback policy; plan permits clawback and recovery consistent with policy |
Other Directorships & Interlocks
| Relationship | Details | Governance Implication |
|---|---|---|
| Related-party engagement | NEUP engaged WG Partners LLP (Wilson is Chairman/CEO) for financial advisory services under a Dec 2023 agreement; $15,000 monthly fee plus commissions; NEUP paid WG Partners $148,971 (FY 2025) and $189,112 (FY 2024) | Potential conflict of interest; contributes to non-independence; monitored by Audit & Risk Management Committee under related-party policy |
| Other public company boards | None disclosed for Wilson; he serves on several privately held company boards (e.g., CS Pharmaceuticals Limited) | Limits public company interlocks |
Expertise & Qualifications
- Core skills: Healthcare corporate finance, capital markets, M&A, capital raising; senior leadership across multiple global banks .
- Education: Bachelor’s degree, University of Cambridge .
Equity Ownership (Alignment)
| Item | Detail |
|---|---|
| Total beneficial ownership | 209 shares/rights, including 117 shares and 92 options exercisable within 60 days; less than 1% of outstanding shares |
| Shares outstanding (context) | 2,357,613 common shares outstanding as of Oct 15, 2025 (record date) |
| Pledging/hedging | Prohibited for directors under insider trading policy |
| 10b5-1 plans | No directors or officers adopted or terminated a Rule 10b5-1 trading plan or non-Rule 10b5-1 arrangement during FY 2025 |
| Section 16(a) compliance | Company believes all Section 16(a) filings were timely in 2025 |
Governance Assessment
- Red flags
- Non-independence: Board explicitly classifies Wilson as not independent under Nasdaq rules, reflecting his firm’s paid advisory relationship with NEUP .
- Related-party transactions: Active engagement with WG Partners (monthly retainer plus commissions; six-figure annual payments) indicates ongoing potential conflicts; requires rigorous oversight and clear recusal practices .
- Low direct ownership: Beneficial ownership is de minimis (<1%), which may limit economic alignment, though hedging/pledging prohibitions mitigate misalignment risks .
- Mitigants
- Committee structure excludes Wilson from Audit & Risk Management and Compensation Committees (both fully independent), reducing direct influence over financial reporting and pay while related-party engagement exists .
- Formal insider trading controls (no 10b5-1 plan activity in FY 2025; anti-hedging/pledging policy) and a clawback policy covering incentive compensation and plan awards support investor-alignment and accountability frameworks .
- Board remains majority independent (3 of 5 directors independent), with an independent Non-Executive Chair overseeing governance .