Fabiana Fedeli
About Fabiana Fedeli
Fabiana Fedeli (age 54) is an independent director at Relmada Therapeutics (RLMD), serving since January 12, 2023; she is the Audit Committee Chair and has been designated the Board’s “audit committee financial expert.” She is CIO, Equities, Multi-Asset and Sustainability at M&G Investments (since Aug-2021) and holds a Master’s in Economics (Hitotsubashi University) and a Bachelor’s in Economic and Social Sciences (Bocconi University) . The Board deems her independent under Nasdaq rules; RLMD’s CEO and Chairman roles are separated, and all directors attended all five Board meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robeco Asset Management | Global Head of Fundamental Equities; Portfolio Manager | 2013–2021 | Led fundamental equities platform; capital markets and governance experience cited for Board service . |
| ING Barings Tokyo | Research Analyst, Japanese equities | Began 1999 | Early-career sell-side research experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| M&G Investments | Chief Investment Officer, Equities, Multi-Asset & Sustainability | Aug-2021–Present | Oversees teams across UK, US, Asia, Europe . |
| M&G Investments South Africa | Non-Executive Director (Board member) | n/a | Board role disclosed . |
| The Investment Association (UK) | Member, Investment Committee | n/a | Industry body representing >$12T AUM . |
| The Open University (UK) | Member, Investment Committee | n/a | Governance/oversight role . |
| Recognition | Financial News “100 Most Influential Women in Finance” | 2022, 2024 | Awards listed in biography . |
Board Governance
- Independence: Board determined Fabiana Fedeli is independent under Nasdaq listing standards .
- Committee assignments (current):
- Audit Committee: Chair; RLMD designates her as the “audit committee financial expert” (SEC definition) .
- Compensation Committee: Member .
- Corporate Governance & Nominating Committee: Member .
- Meeting attendance: Board met 5 times in 2024; all directors attended (100% Board attendance) . Committee meetings in 2024: Audit (4), Corporate Governance & Nominating (4), Compensation (2) .
- Board leadership: Separate Chair (Charles J. Casamento) and CEO (Sergio Traversa) .
- Election/term: Class I director; up for election at the 2025 Annual Meeting to a term expiring at the 2028 Annual Meeting if re-elected .
Committee Roles and 2024 Activity
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair; Independent; “audit committee financial expert” | 4 |
| Compensation | Member | 2 |
| Corporate Governance & Nominating | Member | 4 |
Fixed Compensation
- Board retainers: Non-management directors received a cash retainer of $17,655 per quarter in 2024 (reimbursed expenses separately). Committee fees for 2025 (same as 2024): Audit Chair $23,540; Audit Member $10,593; Compensation Chair $17,067; Compensation Member $8,239; Nominating Chair $17,067; Nominating Member $8,239 .
Director Compensation – Fabiana Fedeli
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $88,550 | $110,638 |
| Stock Awards | $0 | $0 |
| Option Awards (grant-date fair value) | $67,331 | $0 (no director option grants in 2024) |
| All Other Compensation | $0 | $180,000 (cash in lieu of options not approved by shareholders) |
| Total | $155,881 | $290,638 |
Notes:
- No stock options were granted to Board members in 2024; “All Other Compensation” reflects cash paid in replacement of option grants that were subsequently not approved at the annual shareholder meeting .
Performance Compensation
- Director equity usage: In 2023, Ms. Fedeli received option awards; in 2024, no equity was granted and cash was paid instead due to shareholder non-approval of options .
Director Equity Award Activity (Fabiana Fedeli)
| Item | 2023 | 2024 |
|---|---|---|
| Option Awards Granted (grant-date fair value) | $67,331 | $0 (none granted) |
| Cash Replacement for Unapproved Options | $0 | $180,000 |
No director performance metrics, targets, or PSU/RSU performance criteria are disclosed for directors; director pay is primarily cash retainers and (historically) options, with 2024 showing cash in lieu of equity due to shareholder non-approval .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current US public company boards | None disclosed for Ms. Fedeli beyond RLMD . |
| Private/Non-profit/Academic boards and committees | M&G Investments South Africa (Board NED); Investment Association Investment Committee; The Open University Investment Committee . |
| Interlocks/related-party exposure | No related-party transactions involving Ms. Fedeli disclosed; “Certain Relationships and Related Transactions” section does not identify her . |
Expertise & Qualifications
- Audit/financial oversight: Serves as Audit Committee Chair and is designated the “audit committee financial expert” (SEC definition) .
- Capital markets and governance: CIO at M&G overseeing global equities and multi-asset teams; extensive governance and investment committee experience .
- International perspective: Roles spanning UK, Europe, Asia (Tokyo), and South Africa .
- Education: Master’s in Economics (Hitotsubashi University, Tokyo); Bachelor’s in Economic and Social Sciences (Bocconi University, Milan) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 124,320; below 1% of outstanding shares . |
| Ownership components | Includes 112,500 vested options (exercise price $4.22) and 11,820 vested options (exercise price $2.48) . |
| Unvested/options not currently exercisable | Excludes 87,500 unvested options (exercise price $4.22) and 19,702 unvested options (exercise price $2.48) . |
| Shares pledged as collateral | No pledging disclosed . |
| Section 16 compliance | Company states directors complied timely with Section 16(a) filing requirements based on its review . |
Governance Assessment
-
Strengths
- Independent director with significant capital markets experience; Audit Chair and SEC-defined “financial expert” enhances audit oversight and financial reporting quality .
- 2024 attendance strong (Board: all directors attended; committee activity regular), indicating engagement .
- Board responded to 2024 negative Say-on-Pay with investor engagement and curtailment of 2024 executive bonuses and LTIs, signaling responsiveness; as a Compensation Committee member, Fedeli participated in governance adjustments .
-
Watch items / potential red flags
- Anti-hedging: Company lacks a policy prohibiting hedging by directors/officers, which can weaken alignment with long-term shareholders .
- Director pay mix shift: 2024 saw cash paid in lieu of equity after shareholders did not approve option grants; this reduces equity alignment relative to prior practice and warrants monitoring of future equity plan approvals .
- Equity plan dilution: Management is seeking a 2.0 million share increase to the 2021 Plan; while intended for retention, it implies potential dilution and gives the Board discretion over award mix, including director awards; investors should monitor usage and award structure .
-
Overall view: Fedeli’s audit leadership and independence support board effectiveness. The absence of anti-hedging restrictions and the cash-in-lieu of options dynamic following shareholder pushback are governance risks to track; subsequent shareholder votes on equity plans and the company’s continued responsiveness to investor feedback will be key indicators of improved alignment .