Michael McFadden
About Michael McFadden
Michael McFadden (age 57) is Alpha Cognition’s Chief Executive Officer (since April 12, 2021) and a member of the Board of Directors (since March 28, 2021) with 30+ years of leadership experience spanning pre-IND through commercialization, having launched over a dozen therapies across neurology, psychiatry, endocrinology and urology, including 16+ years focused on neuroscience . He previously served as Chief Commercial Officer at MPower Health and Urovant Sciences, and SVP, Sales & Marketing at Avanir; earlier roles included leadership positions at Amylin Pharmaceuticals and Pharmacia . The proxy does not disclose company TSR, revenue growth, or EBITDA growth targets tied to his role; annual bonuses are described as milestone-based without specific metric detail .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MPower Health | Chief Commercial Officer | Feb 2020 – Apr 2021 | Commercial leadership prior to joining ACOG as CEO . |
| Urovant Sciences (Nasdaq: UROV) | Chief Commercial Officer | Jan 2018 – Nov 2019 | Led commercialization initiatives in specialty therapeutics . |
| Avanir Pharmaceuticals (Nasdaq: AVNR) | SVP, Sales & Marketing | Apr 2015 – Jan 2017 | Commercial leadership across CNS portfolio . |
| Amylin Pharmaceuticals; Pharmacia | Leadership roles | Not disclosed | Contributed to >12 therapy launches across multiple therapeutic areas . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| MPower Health | Advisory Board Member | Not disclosed | Advisory capacity noted in biography . |
Fixed Compensation
| Item | 2022 | 2023 | 2024 | 2025 Target/Approved |
|---|---|---|---|---|
| Base Salary ($) | 500,000 | 500,000 | 500,000 | 625,000 (approved Feb 18, 2025) |
| Annual Bonus Target | Up to 50% of base (contract) | Up to 50% of base (contract) | Up to 50% of base (contract) | $375,000 target for 2025 |
| Actual Bonus Paid ($) | 483,205 | 125,000 | 255,000 | Not yet disclosed |
Notes:
- Compensation consultant review in early 2025 found CEO base and LTIs below 25th percentile vs a 14-company peer group; Committee moved target pay opportunity toward 50th percentile, with upside for superior performance .
Performance Compensation
Outstanding and Prior Option Awards (CEO)
| Grant Date | Type | Exercise Price | Expiration | Exercisable (#) | Unexercisable (#) | Vesting Terms |
|---|---|---|---|---|---|---|
| 1/18/2023 | NQSO | $5.25 | 1/18/2033 | 29,615 | 11,837 | Not specified beyond grant date in this table . |
| 1/18/2023 | ISO | $5.25 | 1/18/2033 | 37,052 | 1,497 | Not specified beyond grant date in this table . |
| 6/8/2023 | NQSO | $4.25 | 6/8/2033 | 102,188 | 106,936 | 12.5% on 6/8/2023; remainder monthly to Jan 30, 2026 . |
| 6/8/2023 | ISO | $4.25 | 6/8/2033 | 0 | 30,877 | 12.5% on 6/8/2023; remainder monthly to Jan 30, 2026 . |
Additional equity notes and structure:
- No equity awards were granted to named executive officers in fiscal 2024 .
- In Jan 2023, 80,000 options were canceled and regranted at CAD$7.00 (from CAD$22.50) with new monthly vesting to July 31, 2024; expiry unchanged (repricing/modification) .
- 2025 package includes $2,500,000 of stock option compensation (ISOs with overflow as NQSOs per IRC limits) approved on Feb 18, 2025; specific grant details will follow award agreements .
- New 2025 Stock and Incentive Plan includes no repricing without shareholder approval, no evergreen, and clawback alignment (subject to Rule 10D-1) .
Short-Term Incentives
- Annual cash bonus is milestone-based (criteria established in agreement and by Compensation Committee), with CEO target historically up to 50% of base; actual bonuses paid: $483,205 (2022), $125,000 (2023), $255,000 (2024) .
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Total Beneficial Ownership (as of Apr 30, 2025) | 543,743 “common shares” equivalent (includes 14,142 common shares, 2,727 warrants, and 526,874 vested options) . |
| Percent of Common Shares Outstanding | 3.4% . |
| Percent of Total Voting Stock | 3.3% . |
| Unvested Options | 493,892 unvested options (not included in beneficial ownership) . |
| Stock Ownership Guidelines | The company engaged GGA to review practices including executive share ownership guidelines; specific ACOG ownership requirements were not disclosed . |
| Hedging/Pledging | Hedging and monetization transactions are prohibited; the proxy does not disclose a pledging policy or any pledged shares for executives . |
Potential selling pressure considerations:
- Significant tranches from 2023 grants vest monthly through January 30, 2026, which can create periodic liquidity events (e.g., tax withholding sales) absent 10b5-1 plan details; no Form 4 analysis provided in the proxy .
Employment Terms
| Term | Detail |
|---|---|
| Role and Start | CEO effective April 12, 2021; director since March 28, 2021 . |
| Current Base/Bonus (2025) | Base $625,000; target bonus $375,000 (approved Feb 18, 2025) . |
| Legacy Target Bonus | Up to 50% of base (contract) . |
| Severance (Non-Cause/Good Reason) | Base through termination date plus: 6 months of base, then 3 months at 50% base, then 3 months at 25% base; plus average of actual performance bonuses paid over last two years; vested options retained; unvested forfeited . |
| Change of Control | Cash equal to annual base salary; full bonus payable immediately irrespective of target attainment; 12 months continuation of healthcare benefits (single-trigger cash/benefit treatment; equity vesting not specified) . |
| Clawback | Mandatory recovery policy adopted Nov 12, 2024, covering 3 prior fiscal years for restatements per SEC Rule 10D-1 and Nasdaq Listing Rule 5608 . |
| Non-Compete/Non-Solicit | Not disclosed in the proxy . |
Board Governance
- Role and independence: McFadden serves as CEO and Director (not independent); the Board determined that Bakshi, Wills, Haven(s), Len Mertz, and Phillip Mertz are independent; Chairman is non-executive (Len Mertz) .
- Committees: McFadden is not listed on Audit, Compensation, or Governance & Nominating committees; committee compositions are:
- Audit: Len Mertz (Chair), John Havens, Rob Bakshi (all independent; Mertz is audit committee financial expert) .
- Compensation: Phillip Mertz (Chair), Rob Bakshi (both independent) .
- Governance & Nominating: John Havens (Chair), Len Mertz, Robert Wills .
- Board/meeting attendance: Board held 4 formal meetings in 2024; no director attended fewer than 75% .
- Director pay: No director compensation paid in 2024; as of Feb 18, 2025, Board adopted director compensation: $40,000 cash retainer ($70,000 for Chair), ~$95,000 in options; committee chairs receive: Audit $15,000, Compensation $12,000, Governance $10,000; committee members: Audit $7,500, Compensation $6,000, Governance $5,000 .
Director Election/Votes and Plan Approval (2025 AGM)
- All six nominees, including McFadden, were elected on June 19, 2025 (e.g., McFadden: 4,338,110 for; 66 withheld) .
- 2025 Stock and Incentive Plan approved (3,858,186 for; 444,702 against; 35,288 abstain) .
- Auditors ratified (8,402,007 for; 210 against; 2,443 abstain); Board size set at six (8,401,064 for) .
Performance & Track Record
- Biography highlights: 30+ years leadership; 16+ years in neuroscience; launched 12+ therapies; sector experience spanning neurology, psychiatry, endocrinology, urology .
- Executive transitions: Former CFO resigned effective Oct 1, 2024; interim CFO appointed Oct 21, 2024 (Henry Du) .
Compensation Structure Analysis
- Shift in 2025 to market median: Independent consultant (GGA) review found CEO pay (base/LTI) below 25th percentile; Compensation Committee increased 2025 base to $625k, set $375k target bonus, and approved $2.5M in options to align around 50th percentile with performance upside .
- Equity mix and risk: No 2024 equity grants to NEOs; sizable 2023 option grants with monthly vesting through Jan 2026 concentrate value in time-vested options; bonus rights previously granted (cash-settled) in 2023 create pay sensitivity to share price despite being cash instruments .
- Option modifications: January 2023 cancellation/regrant at lower strike (CAD$7.00) with new vesting is a governance red flag (repricing); 2025 plan prohibits repricing without shareholder approval .
- Clawback implemented in Nov 2024 in line with SEC/Nasdaq, improving recovery mechanics for incentive-based compensation on restatement .
Equity Ownership & Alignment Details (Breakdown)
| Component | Amount |
|---|---|
| Common Shares (direct) | 14,142 |
| Warrants | 2,727 |
| Vested Options | 526,874 |
| Unvested Options (not counted in beneficial ownership) | 493,892 |
| Total Beneficial Ownership (SEC method within 60 days) | 543,743 |
| % of Common Shares Outstanding | 3.4% |
| % of Total Voting Stock | 3.3% |
Employment Contracts, Severance, and CoC Economics (Detail)
- Base and Bonus: $500k base historically; up to 50% bonus target under legacy agreement; increased to $625k base and $375k 2025 target bonus on Feb 18, 2025 .
- Severance: If terminated without cause/for good reason, severance equals 6 months base + 3 months at 50% base + 3 months at 25% base + average actual performance bonuses over last two years; vested options retained; unvested forfeited .
- Change-of-Control (single-trigger cash/benefits): Cash equal to annual base salary; full bonus payable immediately regardless of target achievement; 12 months healthcare benefits; no equity acceleration disclosed in the agreement .
- Clawback: Mandatory per Rule 10D-1 for 3-year recovery window upon restatement .
Related Party, Risk Indicators, and Governance Notes
- Related party transactions disclosed involve other parties (e.g., Neurodyn note; Alpha Seven loan) and not McFadden specifically; no indebtedness of officers/directors reported; related person transactions subject to Audit Committee oversight .
- Hedging is prohibited; the proxy does not disclose a pledging policy or any pledges by executives .
- CFO transition in late 2024 (resignation; interim appointment) is a monitoring point for continuity and controls .
- No legal proceedings or penalties involving executive officers disclosed; board maintains majority independence and non-executive chair structure .
Investment Implications
- Pay-for-performance alignment improving: 2025 reset toward market median with meaningful equity intended to be earned over time; adoption of clawback and prohibition of option repricing under the new plan reduce governance risk .
- Red flags/monitoring items: 2023 option cancellation/regrant (repricing) indicates past willingness to modify underwater awards; continued monthly vesting through Jan 2026 could create steady selling/withholding flow; bonus metrics remain principles-based (milestones) without disclosed quantitative targets .
- Alignment via ownership: McFadden’s 3.3% of voting power (including vested options/warrants) provides skin-in-the-game, though unvested options are significant and vesting cadence is dense into 2026 .
- Governance structure: CEO is also a director but not Chair; majority independent board and committee independence may mitigate dual-role concerns .