Miles Davies
About Miles Davies
Independent director of Neuphoria Therapeutics Inc. since July 2021; age 44; Master’s Degree from The University of Edinburgh. Background spans healthcare investment banking and advisory: Rothschild & Co (2006–2021) and Apeiron Investment Group Ltd (Healthcare team, 2021–2022). Appointed to the Audit & Risk Management Committee effective June 17, 2024; determined independent under Nasdaq rules (board majority independent other than David Wilson and Dr. Papapetropoulos).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rothschild & Co | Investment banking (various roles) | 2006–2021 | Experience in M&A, strategic advisory, capital raising, restructuring underpinning board qualification |
| Apeiron Investment Group Ltd | Healthcare team | 2021–2022 | Healthcare transactions experience supports board effectiveness |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography does not list current public company directorships for Davies |
Board Governance
- Committee memberships: Audit & Risk Management Committee (members: Alan Fisher, Chair; Miles Davies; Jane Ryan). All members meet SEC/Nasdaq financial literacy; Fisher deemed “audit committee financial expert.”
- Independence: Board determined Davies is independent (only David Wilson and Dr. Papapetropoulos are non-independent).
- Board structure: Non-Executive Chair Alan Fisher; two standing committees (Audit & Risk Management; Nomination & Compensation).
- Code, trading, and clawbacks: Company prohibits hedging and pledging; maintains insider trading policy; awards subject to clawback policy compliant with Nasdaq rules.
Fixed Compensation
| Component | FY2025 Amount (USD) | Notes |
|---|---|---|
| Fees earned or paid in cash | $49,914 | Aggregate cash director fees (retainer/committee fees not itemized) |
Performance Compensation
| Component | FY2025 Amount (USD) | Structure / Metrics |
|---|---|---|
| Stock awards (non-employee director) | $34,661 | Director equity grants; proxy does not specify performance conditions for director equity; Plan permits performance awards generally |
Recent equity grant (Form 4):
| Grant Date | Type | Securities | Price | Post-transaction holdings | Ownership Type | SEC Filing |
|---|---|---|---|---|---|---|
| 2025-04-16 | RSUs (Award) | 6,783 | $0 | 6,783 RSUs | Direct (D) | SEC Form 4 |
Performance metrics table (director-specific):
| Metric Category | Disclosed? | Notes |
|---|---|---|
| TSR percentile targets | Not disclosed | Proxy does not specify performance conditions for director equity awards |
| Revenue/EBITDA goals | Not disclosed | Director compensation not tied to operating metrics in proxy |
| ESG goals | Not disclosed | No director-specific performance metrics disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Positions | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed for Davies | — | — | — |
Board-level related party to monitor: WG Partners LLP (financial advisor) chaired by director David Wilson; NEUP paid $148,971 (FY2025) and $189,112 (FY2024) under engagement; Audit & Risk Management Committee oversees related party transactions.
Expertise & Qualifications
- Capital markets and healthcare M&A: extensive experience in strategic advisory, capital raising, and restructuring (Rothschild & Co; Apeiron).
- Financial literacy and audit oversight: serves on Audit & Risk Management Committee; committee members meet SEC/Nasdaq requirements; Fisher designated audit committee financial expert.
- Education: Master’s Degree, The University of Edinburgh.
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Beneficial shares owned | 126 | June 29, 2025 | Direct holdings per proxy footnote (3) |
| Ownership % of outstanding | <1% | Sept 29, 2025 | 2,357,613 shares outstanding |
| RSUs reported (Form 4) | 6,783 | April 18, 2025 (filing) | Award transaction; vesting terms not disclosed in Form 4 |
| Pledged shares | Prohibited by policy | Policy-level | Hedging and pledging prohibited for directors |
| Options | None disclosed for Davies | — | Proxy lists options for certain others; none for Davies |
Governance Assessment
-
Strengths:
- Independent director with capital markets and healthcare transaction expertise; member of Audit & Risk Management Committee, enhancing financial oversight.
- Equity component plus recent RSU grant improves alignment; company prohibits hedging/pledging and maintains clawback coverage for awards.
-
Watch items:
- Low disclosed beneficial ownership (126 shares; <1%) suggests limited “skin-in-the-game,” though RSU awards provide prospective alignment; monitor ongoing equity accumulation.
- Board-level related party engagement with WG Partners (David Wilson) warrants continued oversight via Audit & Risk Management Committee to avoid conflicts.
-
RED FLAGS:
- No explicit director attendance disclosure in proxy; continue monitoring future filings for attendance and engagement metrics. (Proxy sections reviewed do not provide attendance data)
- Related-party transactions with a sitting director’s firm (WG Partners) are a governance sensitivity, albeit described as arm’s-length; sustained scrutiny recommended.
Notes:
- Board chair and committee chairs: Alan Fisher is Non-Executive Chair and Chair of Audit & Risk Management; Jane Ryan chairs Nomination & Compensation; Davies holds no chair roles.
- Say-on-pay frequency: Board recommends advisory vote every three years; useful context on broader governance cadence.