Adesh Vora
About Adesh Vora
Adesh Vora (age 49) is Executive Chairman and Director of SRx Health Solutions, Inc. (formerly Better Choice Company, ticker BTTR) effective April 24, 2025. He founded SRx Health in 2013 and served as its President and CEO; he holds a Doctor of Pharmacy degree (University of Illinois) and has completed alumni programs at Harvard Business School and MIT Sloan. As of closing, he beneficially owned approximately 18,993,987 shares (53.9%) of the company. SRx reported CAD$161 million revenue and CAD$11.4 million Adjusted EBITDA for FY 2023, and CAD$159 million revenue and CAD$6.2 million Adjusted EBITDA for the nine months ended June 30, 2024.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SRx Health Solutions Inc. | Founder, President & CEO | 2013–2025 | Built a national specialty healthcare network in Canada, expanding from one specialty pharmacy to 20 pharmacies and 34 infusion/injection sites with wholesale distribution and patient support programs. |
| SRx Health Solutions, Inc. (public company, post-merger) | Executive Chairman | Apr 2025–present | Transitioned to Exec Chair upon business combination with Better Choice; part of post-merger leadership and board reconstitution. |
External Roles
| Organization | Role | Years | Focus/impact |
|---|---|---|---|
| Neighbourhood Pharmacy Association of Canada | Board member | As of Apr 24, 2025 | Industry advocacy; governance role in Canadian pharmacy sector. |
| Seva International Charitable Foundation | President of the Board | As of Apr 24, 2025 | Leadership of charitable foundation. |
Fixed Compensation
| Metric | FY 2023 (SRx, CAD) | FY 2024 (Predecessor BTTR) | Notes |
|---|---|---|---|
| Base salary | 310,000 | — | SRx “Statement of Executive Compensation” lists base salary for Vora (as of Sep 30, 2023). No 2024 BTTR compensation disclosed for Vora in Predecessor’s table. |
| Target bonus % | Not disclosed | — | Not disclosed in available filings. |
| Actual bonus | Not disclosed | — | Not disclosed in available filings. |
Performance Compensation
| Incentive type | Grant/value | Metric/weighting | Target vs actual | Vesting |
|---|---|---|---|---|
| RSUs (SRx) | $450,000 (currency as reported) | Not disclosed | Not disclosed | All outstanding SRx RSUs were deemed vested at the Arrangement closing and settled 1-for-1 into SRx shares; then converted into BTTR common or exchangeable shares per the exchange ratio (Apr 24, 2025). |
| Stock options (BTTR) | Not disclosed for Vora | — | — | General plan terms exist (2019 Plan), but no Vora-specific grants disclosed. |
Equity Ownership & Alignment
| Ownership detail | Quantity | Notes |
|---|---|---|
| Beneficial ownership (common + exchangeable) | 18,993,987 shares (53.9%) | Includes approximately 17.0 million shares directly/indirectly owned and ~2.0 million exchangeable shares over which Vora has voting and/or direction rights. |
| Exchangeable shares (subset of above) | ~2,000,000 | Exchangeable 1:1 into common stock; voting supported via voting trust/special voting arrangements per plan documents. |
| Pledging/hedging | Not disclosed | No pledging disclosure in available filings. |
| Vested vs unvested | Not disclosed | RSUs at SRx were fully vested at closing; no current unvested SRx RSUs remain post-closing per plan. |
| Ownership guidelines | Not disclosed | No guidelines disclosed for directors/executives in available documents. |
Additional capital structure context (potential overhang/liquidity):
- At closing, the company had 14,301,529 common shares outstanding and 19,701,935 exchangeable shares (1:1 into common). A concurrent $8.8 million private placement issued 4,036,697 shares and pre-funded warrants at $2.18.
Employment Terms
| Term | Detail |
|---|---|
| Title | Executive Chairman (appointed at closing) |
| Start date | April 24, 2025 (merger closing) |
| Contract term/expiration | Not disclosed |
| Severance/change-of-control | Not disclosed for Vora (no agreement filed/disclosed in reviewed documents) |
| Triggers (single/double) | Not disclosed |
| Clawback policy | Not disclosed specific to executives (plan administration summarized; no clawback disclosed) |
| Non-compete/non-solicit | Not disclosed |
Board Governance
- Post-closing board: Adesh Vora (Chair/Exec Chair), David White, Simon Conway, Michael Young, Lionel Conacher.
- Independence/committee context: Transaction documents designate White (SRx nominee) and Young (Better Choice nominee) as independent; the mutually selected director Conacher is independent. This yields a majority-independent board despite the Executive Chairman role, mitigating some dual-role/independence concerns. Committee assignments were not disclosed in the filings reviewed.
Director Compensation
- No director compensation schedule for the post-closing board was disclosed in the April 30, 2025 8-K; future proxy materials are expected to outline director retainers/equity.
Performance & Track Record
| Area | Evidence |
|---|---|
| Scale built at SRx | 20 specialty pharmacies, 34 infusion/injection sites, wholesale distribution, PSPs; national footprint across 8 provinces. |
| Financial performance (SRx) | Revenue: CAD$161m (FY 2023); CAD$159m (nine months ended Jun 30, 2024). Adjusted EBITDA: CAD$11.4m (FY 2023); CAD$6.2m (nine months ended Jun 30, 2024). |
| Regulatory matter | Saskatchewan College of Pharmacy Professionals discipline in Dec 2022: CAD$30,000 fine, CAD$73,795.40 repayment, and CAD$25,875 investigation costs, all paid; no ongoing sanctions. |
Compensation Structure Analysis
- Pay mix: SRx disclosures show a combination of cash salary (CAD$310k) and RSUs ($450k reported value) for FY 2023; incentive metrics/weights were not disclosed.
- Equity event: All SRx RSUs vested at the transaction closing, which could increase near-term float/supply once exchangeable/common shares become tradeable (no lock-up disclosed).
- Post-merger equity plan capacity increased to 2,860,306 shares under the 2019 Plan, enabling future equity-based incentives to leadership.
Risk Indicators & Red Flags
- Going concern: Auditor’s going concern paragraph for the combined company highlights need for additional capital; potential financing constraints.
- Key person risk: Filings explicitly cite dependence on board/key personnel, notably Vora; no key-man insurance.
- Ownership concentration: Vora’s 53.9% stake implies control risk and reduced free float; governance mitigated by majority independent board.
- Historical regulatory issue: 2022 billing discipline resolved; vigilance on compliance warranted.
- Share overhang: Significant issuance at closing (28.6m shares tied to SRx equity consideration plus 19.7m exchangeables) and an $8.8m private placement; exchangeable share conversions can add supply.
Equity Ownership & Beneficial Holdings (detail)
| Holder | Shares owned | % owned |
|---|---|---|
| Adesh Vora | 18,993,987 | 53.9% |
| Officers and Directors as a group (9) | 20,990,802 | 59.6% |
| Note: Vora’s total includes ~2.0m exchangeable shares with voting rights. | — | — |
Investment Implications
- Alignment and control: Vora’s majority stake tightly aligns incentives with shareholders but concentrates control; board independence (3 of 5) tempers governance risk while the Exec Chair role remains a consideration for investors who prefer independent chairs.
- Retention and execution: The company discloses explicit dependency on Vora and key personnel; with going concern risk, retention and leadership continuity are material to the equity case.
- Supply/overhang dynamics: Immediate post-merger capitalization (common + exchangeables) and RSU vesting at closing could create incremental supply over time, impacting trading liquidity and potential selling pressure if conversions occur.
- Operating track: SRx’s operating scale and profitability (Adj. EBITDA) under Vora provides a track record in specialty pharmacy; however, integration, financing and execution risks remain paramount for the combined entity.