Christopher Cooper
About Christopher Cooper
Christopher Cooper is Interim Chief Executive Officer of Shuttle Pharmaceuticals Holdings, Inc. (SHPH), appointed March 11, 2025 to focus on capital markets and business capabilities; he signed SOX 302/906 CEO certifications for the Q3 2025 10‑Q and is listed as the principal executive officer as of November 13, 2025 . He has 27+ years in management and finance (oil & gas, telecom, technology), including CEO roles and capital raising; he holds an MBA (Dowling College, 1995) and BBA (Hofstra University) . During 2025, SHPH executed capital markets actions (e.g., a $5.75M equity raise in March 2025 and regained Nasdaq minimum bid compliance following a 1‑for‑25 reverse split in June 2025); operationally, SHPH reported zero revenue and a narrower Q3 net loss year-over-year ($2.35M vs. $3.78M) .
- Appointment date: March 11, 2025; Role: Interim CEO (initially Interim Co‑CEO); Focus: capital markets/business
- Education: MBA (Dowling), BBA (Hofstra)
- Q3 2025 10‑Q CEO certifications signed by Cooper
- Company metrics context: Q3 2025 revenue $0; Q3 2025 net loss $2,347,302 vs. $3,784,082 in Q3 2024; reverse split June 16, 2025 to maintain Nasdaq listing; regained bid price compliance in July 2025
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Towers & Fiber Corp. | President, CEO & Founder | 2017–present | Telecom infrastructure operations in Latin America; ongoing leadership outside SHPH |
| Aroway Energy, Inc. | President & CEO | 2010–2017 | Ran operations/financial reporting; M&A and debt/equity financings |
| Various companies (technology/resources) | Corporate Consultant | 1998–2010 | Restructurings for distressed public companies; raised >$100M for clients |
External Roles
| Organization | Role | Years | Relevance to SHPH |
|---|---|---|---|
| First Towers & Fiber Corp. | President, CEO & Founder | 2017–present | Capital markets/operational experience applied to SHPH financing focus |
Fixed Compensation
| Period | Role | Cash base | Structure | Notes |
|---|---|---|---|---|
| Mar 11, 2025 – Sep 10, 2025 (initial term) | Interim Co‑CEO/Interim CEO | $20,000 per month | Consulting agreement via Number 2 Capital Corp.; payable monthly in arrears | 6‑month term; ~40 hours/week; either party can terminate on 30 days’ notice; fee may be increased at company discretion |
Performance Compensation
- No equity grants (RSUs, PSUs, options) or cash performance bonuses for Christopher Cooper are disclosed in the 2025 proxy or his March 2025 appointment filing as of the March 13, 2025 record date .
Equity Ownership & Alignment
| As of date | Shares beneficially owned | % of outstanding | Notes |
|---|---|---|---|
| Mar 13, 2025 (proxy record date) | 0 | 0% | Proxy ownership table lists no beneficial ownership for Christopher Cooper |
- Pledging/hedging: Insider Trading Policy prohibits trading on MNPI and imposes blackouts; the policy disclosure does not cite hedging/pledging prohibitions; no pledging disclosed for Cooper .
- Clawback: Board adopted a recovery policy applicable to Section 16 officers and others in the event of certain restatements .
- Equity plan overhang/dilution context: Share reserve under the 2018 Plan increased by 5,000,000 shares (subject to shareholder approval); change-in-control may allow award assumption/substitution or acceleration per plan terms (company-wide, not Cooper-specific) .
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Start date | March 11, 2025 appointment; press release March 12, 2025 | |
| Agreement type | Consulting agreement with Number 2 Capital Corp. (wholly owned by Cooper) | |
| Term length | 6 months from effective date | |
| Time commitment | Approximately 40 hours per week; travel as needed | |
| Compensation | $20,000 per month, payable monthly; fee may be reviewed/increased at company discretion | |
| Termination | Either party may terminate for any reason with 30 days’ written notice; summary termination for “Just Cause” | |
| Good Reason (definition) | Material adverse change in position/duties; base fee reduction; unremedied material breach by company | |
| Confidentiality/Conflicts | Confidentiality obligations; conflict disclosures required | |
| Indemnification | Mutual indemnification provisions; company indemnifies for certain claims including advice provided | |
| Governing law | Delaware law | |
| Non-compete/non-solicit | Not specified in disclosed excerpts |
Performance & Track Record
| Theme | Evidence |
|---|---|
| Capital markets execution | Company completed $5.75M straight common stock offering in March 2025, aligning with Cooper’s mandate to enhance capital markets capability . |
| Listing compliance actions | Company effectuated a 1‑for‑25 reverse split on June 16, 2025; regained $1.00 bid price compliance by July 2, 2025 . |
| Financial trend (Q3 2025 vs. Q3 2024) | Revenue $0 both periods; net loss narrowed to $(2,347,302) from $(3,784,082) with lower R&D and legal/professional expenses reported . |
| Governance role | Cooper signed Q3 2025 10‑Q CEO certifications; acted as principal executive officer . |
Note: Company-level outcomes are provided for context during Cooper’s tenure; attribution is not asserted.
Board Governance (context)
- Independent committees: Audit (Richards—Chair), Compensation (Scorsis—Chair), Nominating & Corporate Governance (Tung—Chair) .
- Compensation governance: No option repricing without shareholder approval; no change-of-control payments or excise tax gross-ups stated; limited perquisites; dividend equivalents only if vesting/performance conditions are met .
- Say‑on‑Pay: Advisory vote proposed for 2025; results not disclosed in proxy .
Compensation Structure Analysis
- Cash-heavy, at-risk equity minimal: Cooper is engaged via a short-term consulting agreement with fixed monthly cash; no disclosed RSUs/options/bonuses tie his pay to revenue, EBITDA, TSR, or clinical milestones, suggesting limited direct pay‑for‑performance linkage for this role as disclosed .
- Retention risk: High, given a six‑month term and 30‑day mutual termination right; no severance multiple or long-dated equity vesting to anchor retention .
- Dilution/back-end incentives: Company expanded its equity plan reserve by 5,000,000 shares, enabling future equity awards; monitor for any subsequent grants to Cooper that could alter incentive alignment .
- Governance positives: Company policy highlights no option repricing and no change-of-control payments or tax gross-ups, reducing shareholder-unfriendly features in compensation design .
Related Party Transactions
- The March 12, 2025 8‑K states Cooper had no material interest in transactions requiring disclosure under Item 404(a) at the time of appointment .
Risk Indicators & Red Flags (Company context)
- Reverse splits and compliance risk: Multiple Nasdaq minimum bid price issues necessitating reverse split actions in 2024–2025; June 16, 2025 1‑for‑25 reverse split to maintain listing .
- Restatement history: 2024 restatement and re‑audit noted in comparative period commentary (elevated legal/accounting fees in 2024); operational/legal complexity risk .
- Capital structure complexity: Frequent financings, warrants, and convertible instruments (e.g., October 2024 warrants; related‑party convertible note to prior CEO) add overhang and volatility risk .
Investment Implications
- Alignment: As disclosed, Cooper holds no SHPH equity and has no performance-based awards, limiting direct alignment with shareholder TSR; expect alignment to depend on future equity grants or contract revisions .
- Retention/transition: 30‑day termination and short initial term heighten retention risk and potential leadership turnover; however, the structure provides flexibility to adjust leadership as capital markets objectives are met .
- Trading signals: With no disclosed equity awards, insider selling pressure from Cooper is minimal; monitor filings for any subsequent grants or 10b5‑1 adoption that could change supply dynamics .
- Governance/dilution: Expanded equity plan capacity and historical reverse splits/financings point to continued dilution risk; balance this against the necessity to fund Phase 2 programs and maintain listing compliance .
- Execution watch‑items: Track capital raises, listing compliance, and clinical milestones during his tenure; Cooper’s capital markets background is consistent with SHPH’s 2025 financing cadence .