Bart Friedman
Ovid TherapeuticsAbout Bart Friedman
Bart Friedman, JD (age 80), has served on Ovid Therapeutics’ board since 2015 and is the Lead Independent Director. He is Senior Counsel at Cahill Gordon & Reindel LLP and previously held roles at the SEC (Special Counsel; Assistant Director). He chairs Ovid’s Nominating & Corporate Governance Committee, serves on the Audit and Compensation Committees, and is designated an “audit committee financial expert.” Education: AB, Long Island University; JD, Harvard Law School (also served one year on the research faculty at Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Securities and Exchange Commission | Special Counsel; Assistant Director | Not disclosed | Federal securities enforcement and oversight experience |
| Sanford C. Bernstein Mutual Funds | Chairman, Board of Directors | Previously (dates not disclosed) | Oversight of registered fund complex |
| Allied World Assurance Holdings | Lead Independent Director | Previously (dates not disclosed) | Lead director role at a public company |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Cahill Gordon & Reindel LLP | Senior Counsel | Private (law firm) | Corporate governance investigations and crisis advisory focus |
| Giant Eagle, Inc. | Chair of the Board | Private | Current chair role |
Board Governance
- Independence: Board determined all directors except the CEO (Dr. Levin) are independent; Mr. Friedman is independent and serves as Lead Independent Director .
- Lead Independent Director authority: Presides over independent director sessions; liaises between independent directors and Chair/CEO; consults on agendas and schedules; coordinates Board response to risk issues .
- Committee assignments (2024): Audit (member; “financial expert”), Compensation (member), Nominating & Corporate Governance (Chair; 100% independent). Committee meeting counts in 2024: Audit (4), Compensation (4), Nominating (2). All committee members independent per Nasdaq standards .
- Attendance and engagement: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. Independent directors held 3 executive sessions in 2024, presided over by Mr. Friedman .
- Board structure: Classified board with Mr. Friedman as a Class II director (term expiring 2025); he was nominated for re‑election in 2025 .
Fixed Compensation
- Director cash retainer policy (2024): Base retainer $40,000; committee member retainers $7,500 (Audit) and $5,000 (other committees); committee chair retainers $15,000 (Audit) and $12,500 (other committees); Lead Independent Director retainer $20,000 .
- Policy changes effective Jan 1, 2025: Annual base retainer increased to $45,000; initial option grant increased to 90,000 shares; annual option grant increased to 45,000 shares .
| Policy Element | FY2024 | FY2025 (effective 1/1/25) |
|---|---|---|
| Annual base cash retainer | $40,000 | $45,000 |
| Lead Independent Director retainer | $20,000 | $20,000 (no change disclosed) |
| Committee member retainer | Audit $7,500; Other $5,000 | Same (no change disclosed) |
| Committee chair retainer | Audit $15,000; Other $12,500 | Same (no change disclosed) |
- Mr. Friedman’s 2024 cash fees: $77,500 (includes compensation recorded as a committee member rather than as Chair of Nominating & Corporate Governance at Mr. Friedman’s direction) .
| Director (2024) | Fees Earned ($) | Option Awards (Grant-Date Fair Value, $) | Total ($) |
|---|---|---|---|
| Bart Friedman, JD | 77,500 | 150,555 | 228,055 |
Performance Compensation
- Equity structure for non-employee directors (time-based, stock options):
- Initial option: 60,000 shares (vest monthly over 3 years); annual option: 30,000 shares (vest in full after 12 months). Exercise price at fair market value on grant date .
- One-time option grants in Dec 2024: 90,000 options to each non-employee director, vesting in 36 equal monthly installments .
- 2025 policy increase: initial option to 90,000 shares; annual option to 45,000 shares .
| Award Type | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial director option (policy through 2024) | 60,000 | Monthly over 36 months | FMV exercise price on grant date |
| Annual director option (policy through 2024) | 30,000 | Cliff vest at 12 months | Granted on annual award date |
| One-time option (Dec 2024) | 90,000 | Monthly over 36 months | Granted to each non-employee director |
| Policy change (2025) | Initial 90,000; Annual 45,000 | Same vesting constructs | Effective Jan 1, 2025 |
- Mr. Friedman’s option awards outstanding at 12/31/2024: 228,795 options .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Giant Eagle, Inc. | Private | Chair of the Board | No Ovid-related transaction disclosed in RPT section provided |
| Sanford C. Bernstein Mutual Funds | Public fund complex | Former Chairman | Prior service; no current Ovid interlock disclosed |
| Allied World Assurance Holdings | Public (historical) | Former Lead Independent Director | Prior service; no current Ovid interlock disclosed |
Expertise & Qualifications
- Governance and legal: Five decades at Cahill Gordon & Reindel (Senior Counsel), specialization in corporate governance investigations and crisis advisory .
- Regulatory: Former SEC Special Counsel and Assistant Director, adding regulatory oversight capability .
- Financial expertise: Audit Committee “financial expert” designation .
- Board leadership: Lead Independent Director with explicit authority over independent sessions, agenda-setting consultation, and risk oversight liaison functions .
- Education: AB (LIU); JD (Harvard); research faculty year at Harvard Business School .
Equity Ownership
- Hedging/pledging: Company policy prohibits hedging and pledging by directors, officers, employees, and consultants .
- Beneficial ownership snapshots:
- As of April 24, 2025: 273,795 shares beneficially owned (less than 1%) .
- As of October 31, 2025: 230,656 shares beneficially owned (comprised solely of options exercisable within 60 days) .
- Options outstanding at 12/31/2024: 228,795 .
| Date (Reference) | Beneficial Shares | Notes |
|---|---|---|
| Dec 31, 2024 | 228,795 options outstanding | Option awards outstanding at year-end |
| Apr 24, 2025 | 273,795 shares (<1%) | Beneficial ownership (common + exercisable options within 60 days) |
| Oct 31, 2025 | 230,656 shares (<1%) | Solely options exercisable within 60 days |
Governance Assessment
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Strengths
- Independent leadership: Serves as Lead Independent Director with clearly defined authorities that balance combined CEO/Chair structure .
- Financial oversight: Designated audit committee financial expert; active Audit Committee member signing the Audit Committee Report .
- Engagement: Board met 7 times in 2024; all directors met ≥75% attendance; he presided over three independent executive sessions, signaling active oversight .
- Pay practices: Equity-heavy director pay aligns with shareholder outcomes via options; notable that Mr. Friedman’s 2024 fees were recorded at member-level rather than as Committee Chair at his own direction, indicating fee restraint .
-
Watch items
- Board leadership risk: Ovid combines CEO and Chair roles; while mitigated by a strong Lead Independent Director mandate, investors often prefer an independent Chair .
- Capacity and age considerations: Mr. Friedman is 80 and holds external responsibilities (Senior Counsel; Chair at Giant Eagle), which may heighten succession planning and time-commitment scrutiny .
- Related-party monitoring: Mr. Friedman is Senior Counsel at a major law firm; the RPT section provided enumerates indemnification agreements and did not disclose legal-services transactions with his firm in the excerpt—continued monitoring is prudent .