Stelios Papadopoulos
Ovid TherapeuticsAbout Stelios Papadopoulos
Stelios Papadopoulos, PhD, is an independent Class I director of Ovid Therapeutics, appointed March 1, 2025. He holds an M.S. in Physics, Ph.D. in Biophysics, and M.B.A. in Finance, all from New York University, and is age 76 as of April 24, 2025. The Board has affirmatively determined he is independent under Nasdaq standards. Core credentials include decades of biotech board leadership (chairing Exelixis and Regulus) and prior senior Wall Street healthcare investment banking roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cowen & Co., LLC | Vice Chairman (Investment Banking) | Through 2006 | Focused on biotech/pharma sectors |
| PaineWebber, Inc. | Investment banker; Chairman, PaineWebber Development Corp. | ~13 years prior to Cowen | Built biotech-focused subsidiary |
| Biogen, Inc. | Director; Chairman | Director 2008–2023; Chairman 2014–2023 | Led board during major strategic periods |
| Eucrates Biomedical Acquisition Corp. (SPAC) | Chairman & Director | 2020–2023 | Led SPAC board; governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Exelixis, Inc. (EXEL) | Chair of the Board; Director | Chair since 1998; Director since 1994 | Current public company chair |
| Regulus Therapeutics Inc. (RGLS) | Chairman; Director | Chairman since 2013; Director since 2008 | Current public company chair |
| Epikast, Inc. (private) | Co‑founder & Chairman | Since June 2023 | Commercial services to pharma |
| Graviton Bioscience Corporation (private) | Director | Since Sept 2023 | Biopharma (autoimmune/cancer/etc.) |
| Fondation Santé (non‑profit) | Co‑founder & Chairman | Ongoing | Philanthropy/biomed ecosystem support |
Board Governance
- Board classification and leadership: Ovid has a classified board (three classes). The CEO (Dr. Levin) serves as Chair; Bart Friedman is Lead Independent Director. The board held 7 meetings in 2024; independent directors met in 3 executive sessions in 2024.
- Independence: The board determined all directors other than the CEO are independent, including Dr. Papadopoulos.
- Committee assignments: Appointed March 1, 2025, he serves on the Audit Committee and Compensation Committee (not as chair). The Audit Committee report for 2024 lists him among committee signatories following his appointment.
- Attendance: In 2024, all incumbent directors met at least 75% attendance; Dr. Papadopoulos joined in 2025 (so 2024 attendance N/A).
- Shareholder feedback signal: 2025 say‑on‑pay received substantial support (For 35,433,853; Against 904,185; Abstain 11,228,779; Broker non‑votes 8,425,770).
Fixed Compensation (Non‑Employee Director)
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual base retainer | $45,000 (effective Jan 1, 2025) | Pro‑rated and paid quarterly |
| Committee member fees | Audit member: $7,500; Compensation member: $5,000 | Dr. Papadopoulos serves on both; total member fees $12,500 (pro‑rated from service start) |
| Committee chair fees | Audit chair: $15,000; Other committee chair: $12,500 | Not applicable (not a chair) |
| Lead independent director fee | $20,000 | Not applicable to Dr. Papadopoulos |
Performance Compensation (Director Equity)
| Equity Element | Grant Size | Vesting | Notes |
|---|---|---|---|
| Initial option grant (new directors) | 90,000 options (policy as of Feb 20, 2025) | Vests monthly over 3 years | Dr. Papadopoulos to receive per policy following appointment |
| Annual option grant | 45,000 options (policy as of Jan 1, 2025) | Vests in full after 12 months | For continuing service; timing aligned to annual grant cycle |
| Prior one‑time grants (Dec 2024) | 90,000 options to each then‑serving non‑employee director | 36 equal monthly installments | Dr. Papadopoulos was not yet a director in Dec 2024 |
| Exercise price | Fair market value at grant date | Standard terms | Policy‑based |
- No performance‑metric‑based director equity (e.g., PSUs/TSR) is disclosed for directors; awards are time‑vested stock options per policy.
Other Directorships & Interlocks
- Current public company boards: Exelixis (Chair) and Regulus Therapeutics (Chair). Past: Biogen (Director 2008–2023; Chair 2014–2023) and Eucrates SPAC (Chair 2020–2023).
- Potential interlocks/conflicts: The Company disclosed no relationships or transactions involving Dr. Papadopoulos requiring Item 404(a) related‑party disclosure at his appointment.
- Related‑party policy and hedging/pledging: Ovid prohibits hedging and pledging by directors and adopts a formal related‑person transactions policy; indemnification agreements are standard.
Expertise & Qualifications
- Education: M.S. Physics; Ph.D. Biophysics; M.B.A. Finance (NYU).
- Domain leadership: Longstanding chairmanships at Exelixis and Regulus and prior chairmanship at Biogen; extensive public‑company oversight.
- Capital markets expertise: Senior investment banking roles at Cowen & Co. and PaineWebber (biotech focus).
- Committee readiness: Appointments to Audit and Compensation at Ovid underscore financial and governance competency (note: Audit Committee “financial expert” designations at Ovid are held by Ms. Duncan and Mr. Friedman).
Equity Ownership
| As‑Of Date | Total Beneficial Ownership | Percent of Outstanding | Breakdown |
|---|---|---|---|
| April 24, 2025 | 207,500 shares | <1% | 200,000 shares directly; 7,500 options exercisable within 60 days |
| October 31, 2025 | 222,500 shares | <1% | 200,000 shares directly; 22,500 options exercisable within 60 days |
- Pledging/hedging: Company policy prohibits hedging and pledging by directors. No pledges are disclosed for Dr. Papadopoulos.
- Ownership alignment: Ovid does not disclose explicit director stock ownership guidelines; equity is delivered primarily via stock options.
Governance Assessment
Strengths
- Independent director with deep biotech board leadership and capital markets experience, enhancing board oversight of strategy, financings, and R&D portfolio risk.
- Serves on key oversight committees (Audit and Compensation), supporting financial reporting integrity and pay governance; no related‑party transactions disclosed.
- Company prohibits hedging/pledging; independent executive sessions held; Lead Independent Director structure partially mitigates combined CEO/Chair model.
Watch items
- Multiple external chair roles may raise time‑commitment considerations; monitor attendance and engagement through future proxy disclosures (2024 attendance N/A due to 2025 appointment).
- Ovid maintains combined CEO/Chair structure; continued reliance on a strong Lead Independent Director and functional committees is important to preserve independent oversight.
Shareholder signals
- 2025 say‑on‑pay received broad support, suggesting no acute investor concern with compensation governance at that time.
Overall
- Based on disclosed information, Dr. Papadopoulos strengthens Ovid’s board effectiveness in biotech strategy and capital markets without evident conflicts; ongoing monitoring of workload balance and committee contribution is warranted given his external commitments.