Michael Brooks
Edesa BiotechAbout Michael Brooks
Michael Brooks, Ph.D. (age 46), is President of Edesa Biotech and has served in this role since June 7, 2019; he previously led Corporate Development and Strategy at Edesa Biotech Research beginning January 2015 . He holds an Hons B.Sc. in Microbiology and a Ph.D. in Molecular Genetics from the University of Toronto, and an MBA from the Rotman School of Management (CIHR Science-to-Business Scholar) . Company-level performance context: Edesa’s cumulative TSR proxy tracker declined from 9 to 7 over 2023–2024 and the company remains a clinical-stage biopharma with no product revenues, reporting net losses of approximately $8.4M (2023) and $6.2M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edesa Biotech Research | VP, Corporate Development & Strategy | 2015–2019 | Led BD/strategy prior to Edesa’s combination; foundation for pipeline and partnering . |
| Cipher Pharmaceuticals | Director, Business Development (prior roles 2010–2015) | 2010–2015 | Executed licensing and BD initiatives at a commercial-stage specialty pharma . |
| University of Toronto | Postdoctoral Fellow | Pre-2010 | Scientific training supporting translational insight . |
External Roles
- No public company directorships or external board roles disclosed for Brooks in the proxy .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $320,054 | $335,340 |
| Target Bonus (% of Salary) | 40% (employment agreement) | 40% (employment agreement) |
| Actual Bonus Paid ($) | $93,160 (partly in RSUs) | $67,906 (cash) |
| All Other Compensation ($) | $26,060 (car $24,000; health $2,060) | $25,741 (car $24,000; health $1,741) |
Notes:
- Employment agreement (Aug 4, 2023) sets salary ($335,340 effective May 13, 2023), 40% target bonus, and $2,000/month car allowance .
- 2023 bonus included 13,315 RSUs as partial payment (grant date fair value $74,560) .
Performance Compensation
- Annual cash bonus framework: corporate and personal targets as determined by the Board; specific performance metrics/weightings not disclosed .
- Equity used tactically for compensation: RSUs used to settle portions of salary/bonus for executives in 2023–2024; immediate vesting for RSUs used for compensation (company-wide) .
| Year | Incentive Type | Metric(s) | Weighting | Target | Actual Payout | Vesting |
|---|---|---|---|---|---|---|
| FY 2023 | Annual Bonus | Corporate/personal objectives (not disclosed) | Not disclosed | 40% of salary | $93,160; 13,315 RSUs issued as partial payment | Cash immediate; RSUs immediately vested |
| FY 2024 | Annual Bonus | Corporate/personal objectives (not disclosed) | Not disclosed | 40% of salary | $67,906 (cash) | Cash immediate |
Option awards outstanding and vesting cadence (see Equity section) support ongoing, time-based incentive alignment; no PSU/TSR structures disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 83,098 shares (approx. 1.2% of outstanding as of Mar 31, 2025) . |
| Breakdown | 4,354 common shares; 65,126 options exercisable within 60 days; 303 warrants exercisable within 60 days; 13,315 RSUs convertible . |
| Shares Outstanding (context) | 7,022,678 common shares outstanding as of Mar 31, 2025 . |
| Hedging/Pledging | Company policy prohibits hedging, short sales, options trading, and pledging of company securities . |
| Ownership Guidelines | Not disclosed in proxy. |
Outstanding equity awards (as of Sept 30, 2024):
| Grant Date | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 08/28/2017 | 19,488 | — | C$15.12 | 08/28/2027 | Vested; historical option . |
| 09/26/2017 | 3,472 | — | C$15.12 | 09/26/2027 | Vested; historical option . |
| 12/28/2018 | 232 | — | C$15.12 | 12/28/2028 | Vested . |
| 02/12/2020 | 9,856 | — | $22.12 | 02/12/2030 | Vested . |
| 10/13/2020 | 7,143 | — | $52.08 | 10/13/2030 | Vested . |
| 04/22/2021 | 11,429 | — | $38.18 | 04/22/2031 | Vested . |
| 02/28/2022 | 5,523 | 692 | $25.97 | 02/28/2032 | Monthly over 36 months from grant . |
| 07/20/2023 | 4,772 | 6,657 | $5.79 | 07/20/2033 | Monthly over 36 months from grant . |
Observations on vesting/selling pressure:
- Time-based monthly vesting from 2022 and 2023 grants continues through Feb 2025–Jul 2026, which can create a steady stream of potentially saleable shares, subject to trading windows and policy constraints .
Employment Terms
| Term | Key Provisions |
|---|---|
| Agreement | Amended & Restated Employment Agreement effective Aug 4, 2023 (supersedes prior agreements) . |
| Base/Bonus/Perqs | Base salary $335,340 (effective May 13, 2023), 40% target bonus, $2,000/month car allowance; eligible for benefits and equity awards . |
| Severance (No Cause) | Lump sum equal to 12 months’ base salary plus one month per completed year of service since Sep 1, 2015 (cap 24 months), prior-year bonus if unpaid, prorated current-year bonus, bonus during severance period, benefits and car allowance continuation; vested equity per plan terms . |
| Change-of-Control | If terminated without cause or constructively terminated within 12 months post-CoC: 24 months of base salary, prior-year bonus if unpaid, prorated current-year bonus, bonus during severance period, and benefits continuation; vested equity per plan terms . |
| Non-Compete/Non-Solicit | 12-month non-compete (North America); 24-month non-solicit of customers/employees post-employment . |
| Clawback | Company-wide Recovery Policy adopted in 2023 requires recoupment of certain incentive compensation upon an accounting restatement . |
| Equity Acceleration | 2019 Plan provides for potential acceleration upon CoC, subject to award agreements and double-trigger termination within 24 months where applicable . |
Compensation Structure Analysis
- Mix shift toward cash in FY2024: no equity awards to Brooks in 2024 (vs. 2023 option grant and RSUs used for bonus), reducing equity-linked pay and potentially increasing fixed cash proportion .
- RSUs as compensation currency: RSUs used to settle bonuses/salary across executives in 2023–2024; these RSUs vested immediately, lowering performance risk versus PSU structures (none disclosed) .
- Equity pool expansion: 2025 proposal to add 1,725,000 shares and remove fungible share pool increases flexibility to issue full-value awards, potentially raising dilution but also strengthening retention capacity .
Performance & Track Record
- Company TSR tracker moved from 9 to 7 during 2023–2024; not a Brooks-specific metric but contextual for equity alignment .
- Company remains pre-revenue (no product sales), so net loss trajectory matters: ~$8.4M loss (2023) improving to ~$6.2M loss (2024), consistent with development-stage status .
Compensation Committee & Governance Notes
- Compensation Committee composed of independent directors; oversees executive pay design and risk .
- Anti-hedging and anti-pledging policies enhance alignment by prohibiting hedging and pledging of company securities .
Investment Implications
- Alignment and retention: Brooks’ sizeable vested/unvested option stack with continuing monthly vesting through mid-2026 supports retention and alignment; however, the predominance of time-based options (few performance gates) weakens pay-for-performance rigor versus PSU structures .
- Near-term selling overhang: The ongoing monthly vesting from 2022–2023 grants can incrementally add tradable shares during open windows, though company policy restricts hedging/pledging and trading is subject to blackout periods .
- Contractual protection: Robust severance and CoC terms (up to 24 months base plus bonus-related payments and benefit continuation) reduce executive turnover risk during strategic events but increase potential change-in-control costs .
- Governance quality: Independent Comp Committee, clawback policy compliance, and anti-hedging/pledging rules are positives; lack of disclosed performance metrics/weightings for annual bonus and reliance on time-based equity reduce transparency and pay-performance linkage .