Pardeep Nijhawan
Edesa BiotechAbout Pardeep Nijhawan
Pardeep Nijhawan, MD, FRCPC, AGAF (age 54), is Edesa Biotech’s Chief Executive Officer, Corporate Secretary and a director since June 7, 2019; he founded Edesa Biotech Research in January 2015 and has more than 20 years of life sciences leadership across finance, marketing, strategy and BD . He holds an MD from the University of Ottawa, completed an internship at Yale, and an internal medicine residency and fellowship at the Mayo Clinic; he founded and exited multiple healthcare businesses (Medical Futures, Exzell Pharma) and continues board service at Digestive Health Clinic . Edesa’s pay-versus-performance disclosure shows cumulative TSR of $7, $9, and $12 on a $100 initial investment for 2024, 2023, 2022, respectively, and net losses of $(6.2)m, $(8.4)m, $(17.5)m; the Compensation Committee does not use net income as a performance metric given clinical-stage status without product revenues .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edesa Biotech Research | Founder & CEO | 2015–2019 | Built operating subsidiary later combined into Edesa; foundation for pipeline . |
| Medical Futures Inc. | Founder & CEO | 2002–2015 | Founded and sold to Tribute Pharmaceuticals in 2015 . |
| Exzell Pharma | Founder | 2014–2022 | Founded specialty pharma; sold to BioLab Pharma in 2022 . |
| Digestive Health Clinic | Founder & Board Member | 2000–present | Grew into one of Canada’s largest private endoscopy providers . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Digestive Health Clinic | Board Member | 2000–present | Ongoing board service . |
| Private Debt Partners | Advisory Board Member | Jan 2021–Jun 2024 | Canadian alternative asset manager advisory role . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary (USD) | $341,391 | $357,696 |
| Target Bonus % of Salary | 40% | 40% |
| Actual Bonus Paid (USD) | $99,340 (partial RSU) | $72,434 |
| RSUs recognized in salary/bonus | 14,186 RSUs for bonus (fair value $79,440) | 30,159 RSUs for salary (fair value $144,454) |
| Option Awards (fair value, USD) | $74,229 | $0 |
| All Other Compensation | $34,601 (car $32,415; health $2,186) | $34,598 (car $32,412; health $2,186) |
| Total Compensation (USD) | $549,561 | $464,728 |
| Current Contract Base Salary | $357,700 effective May 13, 2023 | $357,700 |
| Car Allowance (monthly) | ~$2,701.50 | ~$2,701.50 |
Performance Compensation
| Incentive Type | Metric Basis | Target | Actual Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Corporate & personal targets | 40% of base salary | $99,340 (FY23), $72,434 (FY24) | N/A (cash) |
| RSUs (used for salary/bonus) | Compensation settlement | Immediate vesting policy for RSUs used for comp | 14,186 RSUs (bonus FY23), 30,159 RSUs (salary FY24) | Immediately vested upon grant |
| Stock Options | Long-term incentive | N/A | See grant details below | Monthly vest pro-rata over 36 months for officers |
Option Grants Summary (Outstanding at Sept 30, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 9/26/2017 | 6,785 | — | C$15.12 | 9/26/2027 |
| 12/28/2018 | 232 | — | C$15.12 | 12/28/2028 |
| 10/13/2020 | 8,572 | — | $52.08 | 10/13/2030 |
| 4/22/2021 | 17,143 | — | $38.15 | 4/22/2031 |
| 2/28/2022 | 6,224 | 776 | $25.97 | 2/28/2032 |
| 7/20/2023 | 7,147 | 9,996 | $5.79 | 7/20/2033 |
| Vesting Policy | — | — | — | Officers: monthly over 36 months |
Note: The closing price on Nasdaq was $2.44 on March 31, 2025; all listed exercise prices (including $5.79, $25.97, $38.15, $52.08 and C$15.12) were above this level, indicating outstanding options were out-of-the-money at that date .
Equity Ownership & Alignment
| Category | Shares/Units | Notes |
|---|---|---|
| Total Beneficial Ownership | 1,618,557 shares (19.99%) | Includes direct, derivative and affiliated holdings . |
| Direct Common Shares | 84,973 | Held personally . |
| Options exercisable within 60 days | 50,680 | Personal options . |
| RSUs convertible | 81,774 | Personal RSUs . |
| Series B-1 Preferred convertible within 60 days | 147,118 | Personal Series B-1 conversion shares subject to blocker . |
| Pardeep Nijhawan Medicine Professional Corporation | 341,702 common; 342,865 warrants; 35,414 Series A-1 convertible | Controlled entity holdings . |
| Digestive Health Clinic Inc. | 32,013 common | Controlled voting/dispositive power . |
| 1968160 Ontario Inc. | 53,104 common | Controlled voting/dispositive power . |
| New Nijhawan Family Trust 2015 | 32,609 common; 16,305 warrants | Trustee with spouse . |
| Anti-Hedging and Pledging | Prohibited (hedging, short sales, standardized options, pledging/margin) | Policy applies to directors/officers . |
| Company-wide RSUs outstanding (context) | 44,345 (Sep 30, 2024) | RSUs used for compensation vested immediately . |
Employment Terms
| Term | Detail |
|---|---|
| Role & Term | CEO of Edesa Biotech, and CEO of subsidiaries; indefinite term until terminated per agreement . |
| Base Salary | $357,700/year effective May 13, 2023; annual review . |
| Target Bonus | 40% of base salary; subject to corporate and personal targets . |
| Equity | Eligible for awards under 2019 Plan; Board may pay portion of salary in equity . |
| Car Allowance | $2,701.50 per month . |
| Benefits | Eligible for group insured benefits; continuation per severance terms . |
| Severance (without Cause) | Lump sum base salary for 12 months plus 1 month per completed year since Aug 1, 2017 (cap 24 months); prior-year bonus if unpaid; pro-rated current-year bonus; bonus for full severance period; continuation of benefits and car allowance; vested equity exercisable per plan . |
| Change of Control (double trigger) | If terminated or constructively terminated without cause within 12 months post-CoC: 24 months of base salary; prior-year bonus if unpaid; pro-rated current-year bonus; bonus for full severance period; continuation of benefits & car allowance; vested equity exercisable per plan . |
| Resignation | 60 days’ notice; non-vested equity extinguished; no unpaid or pro rata bonus entitlement; vested equity per plan . |
| Non-Compete | 12 months post-employment in North America . |
| Non-Solicit | 24 months post-employment (customers and certain employees) . |
| Clawback | Dodd-Frank-compliant recovery policy adopted in 2023 . |
Board Governance
- Board service: Director since June 7, 2019; not independent under Nasdaq rules due to executive role .
- Committee roles: Not listed as serving on Audit, Compensation, or Nominating committees; these committees are comprised of independent directors .
- Board leadership: CEO and Chair roles are separated; Board asserts this enhances independent oversight .
- Board meetings and attendance: Board met 7 times in FY 2024; each director attended at least 75% of Board and committee meetings during their service period .
- Director compensation: CEO does not receive additional Board compensation under the non-employee director policy .
Related Party Transactions
| Transaction | Terms | Amount/Status |
|---|---|---|
| HQ Office Lease (1968160 Ontario Inc.) | ROU lease with related party; extended through Nov 30, 2025, then month-to-month; termination right with 30 days’ notice . | Monthly rents C$8,320–C$9,020 + HST; expense ~$78k (FY24), ~$82k (FY23); payables ~$30k (FY24), ~$15k (FY23) . |
| Credit Agreement (Line of Credit) | With Pardeep Nijhawan Medicine Professional Corporation; principal up to $10m, immediate limit $3.5m; interest at CIBC US Base Rate + 3%; monthly 1.5% standby fee on undrawn amount; maturity Mar 31, 2026; 90-day termination notice . | Standby fees accrued $51k; terminated Oct 2024; no borrowings; no termination penalties . |
| Series A-1 Preferred (Private Placement) | With Pardeep Nijhawan Medicine Professional Corporation; conversion price $3.445; each pref share initially convertible into ~2,903 common; warrants equal to 75% of underlying conversion shares at $3.445; at-market under Nasdaq rules; 19.99% beneficial ownership blocker . | Purchased 150 Series A-1 shares (435,414 conversion shares) and 326,560 warrants for $1,540,819; Company can require additional purchases up to $5.0m with limits . |
| Series B-1 Preferred (Private Placement) | Broader investor group (incl. CEO and 5% holders); Series B-1 converts at $1.92/share; individual 4.99%/9.99% ownership blocker adjustable to max 19.99% with notice . | CEO purchased 100 Series B-1 Preferred for $1.0m on Feb 12, 2025 . |
Risk Indicators & Red Flags
- Late Section 16 filing: Administrative error led to a late Form 4 filing on Jan 12, 2024 to report RSUs that vested in full upon grant on Jan 8, 2024 .
- Underwater options: As of Mar 31, 2025 closing price ($2.44), all listed CEO option strikes are above market (e.g., $5.79, $25.97, $38.15, $52.08; C$15.12), reducing near-term exercise incentives and potentially shifting pay mix to RSUs/cash .
- Anti-hedging/pledging protections: Company policy prohibits hedging, short sales, standardized options, and pledging/margin, mitigating misalignment risks .
- Related party engagements: Office lease with related entity; prior unused credit facility and insider-led financings; Audit Committee reviews and approves related party transactions per charter .
Equity Plan Context and Vesting Pressure
- RSUs for compensation: Company granted RSUs in FY2023 and FY2024 used as partial payment of salary/bonus and “immediately vested,” implying potential near-term share supply upon conversion .
- Option grant cadence: No options granted in FY2024; prior grants in FY2023 vest monthly over 36 months for officers, smoothing future exercisable supply .
Employment & Change-of-Control Economics Summary
| Scenario | Cash Severance | Bonus Treatment | Benefits/Perqs | Equity Treatment |
|---|---|---|---|---|
| Termination without Cause | Base salary: 12 months + 1 month per completed year since Aug 1, 2017; cap 24 months . | Prior-year unpaid bonus; pro-rated current year; bonus during full severance period . | Continuation of benefits & car allowance per agreement . | Vested awards exercisable per plan; non-vested extinguished . |
| Change-of-Control (double trigger) | 24 months of base salary . | Same bonus entitlements as above . | Continuation of benefits & car allowance . | Vested awards exercisable per plan . |
Investment Implications
- Alignment: High insider ownership (19.99%) and recent $1.0m CEO investment in Series B-1 suggest confidence and alignment; anti-hedging/pledging policy enforces long exposure .
- Pay mix trend: Reduced option grants in FY2024 and use of immediately vested RSUs to settle compensation increase liquidity of awards but can add near-term selling pressure; underwater options reduce dilution from exercises at current prices .
- Retention economics: Severance up to 24 months plus continued bonus payments and benefits, and robust CoC terms, lower near-term turnover risk but increase cash obligations under adverse scenarios .
- Governance balance: CEO-director dual role with independent committee structures and separated Chair mitigates independence concerns; Board met 7 times with ≥75% attendance; CEO is not independent .