Adam Chambers
About Adam Chambers
Adam Chambers was appointed to the Board of Directors of Shuttle Pharmaceuticals Holdings, Inc. on September 8, 2025; he signed the company’s November 18, 2025 S-1 as a director . He is the principal/President of Bowery Consulting Group Inc., which (i) is the lender under SHPH’s $2.0 million revolving loan agreement dated February 28, 2025 and (ii) entered a March 21, 2025 consulting agreement with SHPH . Age, education, and prior corporate biography are not disclosed in available filings.
Past Roles
| Organization | Role | Tenure/Date | Committees/Impact |
|---|---|---|---|
| Bowery Consulting Group Inc. | Principal/President | At least by Feb 28, 2025 (loan) and Mar 21, 2025 (consulting) | Lender on $2.0M revolver; loan carried 18% interest; lender-designated directors added and four directors resigned as a loan condition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in SHPH filings to date |
Board Governance
- Committee assignments: Not disclosed for Chambers as of latest filings. September 2025 8-Ks identify committee chairs/members as George Scorsis (Audit Chair), Angel Liriano (Comp Chair), and Sachin Pathigoda (Nominating Chair); Chambers is not listed in these committee roles .
- Independence: The company has not affirmatively designated Chambers as “independent.” He is principal of SHPH’s lender and a paid consultant to SHPH (see Related-Party section below) .
- Attendance: No attendance data disclosed for Chambers; 2024 board/committee attendance was 100% but predates his appointment .
- Lead Independent Director: None designated; independent directors meet in executive session at least annually .
- Cybersecurity oversight: Board formed a Cybersecurity Committee of two independent directors in 2025 .
Fixed Compensation
(Director compensation framework per 2025 proxy; specific grant to Chambers not disclosed)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee directors) | $25,000, paid quarterly | |
| Reimbursement | Out-of-pocket meeting expenses |
Performance Compensation
(Director equity framework per 2025 proxy; specific award to Chambers not disclosed)
| Equity | Amount/Terms | Vesting | Source |
|---|---|---|---|
| Initial RSU grant (non-employee directors) | $100,000 value | Vests 1/3 annually over 3 years | |
| Annual RSU grants | “Additional RSUs awards to be determined annually” | Not specified |
- Performance metrics tied to director pay: None disclosed for directors .
Other Directorships & Interlocks
| Company/Entity | Nature | Terms/Notes |
|---|---|---|
| Bowery Consulting Group Inc. (private) | Related-party lender/consultant to SHPH; Chambers is Principal/President | $2.0M revolving loan dated Feb 28, 2025 at 18% interest; as of Mar 5, 2025, no disbursements; default acceleration to 120% of outstanding principal plus accrued amounts; lender required board changes (4 directors resigned; 3 lender-designees appointed). Consulting agreement dated Mar 21, 2025 for $260,000 over six months, payment contingent on Nasdaq compliance . |
Expertise & Qualifications
- Background disclosed: principal/president of a financial/consulting firm (Bowery) active in capital provision and advisory; no formal education or prior listed-company biography disclosed in available filings .
Equity Ownership
| As-of Date | Security | Beneficial Ownership | Notes |
|---|---|---|---|
| Sep 8, 2025 (Form 3) | Common Stock | 0 shares beneficially owned | No derivative securities reported on Form 3 . |
- Pledging/hedging: No pledging by Chambers disclosed; company maintains insider trading policy with blackout and pre-clearance procedures .
Related-Party Transactions and Conflicts
- Revolving Loan Agreement with Bowery (Chambers as Principal): $2,000,000 maximum, 18% annual interest; no amounts disbursed as of Mar 5, 2025; default acceleration to 120% of outstanding principal plus accrued amounts; lender’s counsel received $30,000 legal fee at closing .
- Board reconstitution as loan condition: Four directors resigned and three lender-designated directors were appointed on Feb 28, 2025 .
- Consulting Services Agreement with Bowery: 6-month term beginning Mar 21, 2025; $260,000 fee payable after Nasdaq compliance; signed by “Adam Vance Chambers, President” on behalf of Bowery .
- Appointment to the Board: Chambers appointed Sep 8, 2025; the 8-K states no other material interests requiring Item 404(a) disclosure beyond the noted relationships; no family relationships .
RED FLAGS
- Lender/consultant-director interlock: Chambers, as principal of the lender and a paid consultant, sits on the board—raises independence and conflict-of-interest concerns .
- Lender influence over board composition: Board changes were a loan condition, which may impair perceived board autonomy .
- High-cost capital and downside protections: 18% interest revolver and 120% default acceleration increase financing risk and potential conflicts in oversight of capital structure decisions .
Director Compensation (Policy context; not individual-specific)
| Element | Cash | Equity | Total | Notes |
|---|---|---|---|---|
| Non-employee director annual package | $25,000 | Initial RSU award valued at $100,000; additional annual RSUs TBD | Not fixed | RSUs vest 1/3 annually over three years |
Equity Ownership & Alignment
| Measure | Detail |
|---|---|
| Total beneficial ownership | 0 shares at appointment (Form 3) |
| Ownership as % outstanding | Not calculable from Form 3 (shows zero holdings) |
| Vested vs unvested | Not applicable (no holdings reported on Form 3) |
| Pledged shares | None disclosed |
| Stock ownership guidelines | Not disclosed for directors in proxy |
Governance Assessment
-
Strengths/signals supporting oversight:
- Standing Audit, Compensation, and Nominating & Corporate Governance Committees with charters; audit committee financial expert designated; cybersecurity oversight formalized .
- 2024 board/committee attendance reported at 100% (pre-Chambers) .
- Insider trading policy and clawback policy adopted .
-
Risks/concerns affecting investor confidence:
- Material related-party exposure: Chambers’ dual role as principal of SHPH’s lender and paid consultant while serving as director; loan conditions influenced board composition .
- Independence ambiguity: Company has not designated Chambers as independent; relationships could impair independence under exchange standards .
- Compensation and ownership transparency: No director-specific compensation grant or ownership (beyond Form 3) disclosed yet; limited alignment signal (0 share ownership at appointment) .
- Financing terms: 18% revolver and 120% default acceleration may create incentives/misalignments in capital decisions overseen by the board including Chambers .
-
Monitoring items:
- Disclosure of Chambers’ committee assignments and independence determination in the next proxy.
- Any future Form 4 transactions or RSU grants to Chambers to assess ownership alignment.
- Any drawdowns under the Bowery revolver and any amendments to the consulting agreement (scope, fees, termination) .
- Clarification of Form D designation (lists Chambers among “Related Persons” with “Executive Officer/Director/Promoter,” which may create role ambiguity) .
Citations:
- Appointment and relationships:
- Committees and board practices:
- Director compensation policy:
- Insider trading and clawback policies:
- Ownership (Form 3):
- S-1 director signature (status):