Peter Weiler
Edesa BiotechAbout Peter Weiler
Peter J. Weiler (age 56) was appointed Chief Financial Officer of Edesa Biotech, effective May 1, 2025. He holds an MBA (Ivey School of Business, Western University), an M.Sc. in Biology (Western University), and a B.Sc. (Honors Biology) plus Diploma in Accounting (Wilfrid Laurier University) . His appointment followed the resignation of the prior CFO; the 8-K includes his employment agreement and terms . Company performance context: Edesa’s pay-versus-performance table shows cumulative TSR (indexed to an initial $100) declined from 12 (FY22) to 9 (FY23) to 7 (FY24) and net losses of $(17.5)M (FY22), $(8.4)M (FY23), and $(6.2)M (FY24) .
Company performance context (from Pay vs. Performance disclosure):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Cumulative TSR (Value of initial $100) | 12 | 9 | 7 |
| Net Income (Loss) ($USD Millions) | (17.5) | (8.4) | (6.2) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Exzell Pharma, Inc. | President | Aug 2018 – Apr 2025 | Led a privately held, commercial-stage pharmaceutical company |
| BioSyent Inc. (TSX: RX) | VP, Business Development | Aug 2017 – Aug 2018 | BD leadership at specialty pharma |
| Cipher Pharmaceuticals (TSX: CPH) | VP, Business Development; Senior Director; Director | Jan 2015 – Jun 2017; Jan 2012 – Jan 2014; Dec 2008 – Dec 2011 | Progressive BD leadership at publicly listed pharma |
| DRI Capital Inc. | Senior Director, Investment Analysis | Prior to 2008 (not fully dated) | Royalty/healthcare investment analysis |
| Eli Lilly Canada Inc. | Research and financial roles | Not disclosed | Early-career R&D/finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in Edesa’s filings for Weiler |
Fixed Compensation
| Component | Terms | Effective Date | Source |
|---|---|---|---|
| Base Salary | $300,000 per annum | May 1, 2025 | |
| Target Annual Bonus | 40% of base salary; based on corporate and personal targets set by Company/Board | Applies to prior calendar year performance | |
| Automobile Allowance | $2,000 per month | Ongoing | |
| Benefits | Eligible for group insured benefits; subject to plan terms | Ongoing | |
| Review Cycle | Salaries reviewed annually in March; increases at Board’s discretion | Ongoing |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Formula | Vesting/Timing | Notes |
|---|---|---|---|---|---|---|
| Corporate and personal performance goals | Not disclosed | Set annually by Board (with employee input for personal goals) | Not disclosed | Not disclosed | Annual bonus based on prior calendar year | Company does not disclose specific metric mix (e.g., revenue/TSR/EBITDA) for CFO; clinical-stage company notes Net Income is not used for NEO pay evaluation |
Clawback: Edesa adopted a Dodd-Frank–compliant Recovery Policy in 2023 requiring recoupment of certain cash/equity incentives for material restatements .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Initial Equity Grant at Appointment | No initial award disclosed in the 8-K or press release; eligible for future equity awards under the 2019 Plan | |
| Beneficial Ownership (as of 3/31/2025 record date) | Weiler was not listed in the “Security Ownership of Certain Beneficial Owners and Management” table (CFO at that time was Stephen Lemieux); no Weiler line item disclosed | |
| Anti-Hedging / Anti-Pledging | Policy prohibits hedging, short sales, trading standardized options and pledging Company securities for directors/officers/employees | |
| Stock Ownership Guidelines | Not disclosed for executives in the proxy | |
| Equity Plan Capacity | 2019 Plan amended in 2025 to increase shares and update terms; max ISOs 300,000 shares (post-amendment) |
Company option vesting standard for recent grants: options vest monthly on a pro-rata basis over three years (illustrated for 2023 grants to other NEOs); Weiler’s award terms not yet disclosed .
Employment Terms
| Category | Key Terms | Source |
|---|---|---|
| Term | Indefinite until terminated per agreement | |
| Termination for Cause | Salary and vacation through termination; all non-vested equity forfeited; vested equity per plan | |
| Termination Without Cause | Lump sum: base salary for 12 months plus 1 additional month per completed year of service since May 1, 2025, capped at 24 months; lump-sum previous-year bonus (if unpaid); pro-rata current-year bonus; bonus entitlement during the full Severance Period; continuation of benefits and car allowance; vested equity per plan | |
| Change of Control (CoC) | If terminated or constructively terminated without Cause upon or within 12 months following a CoC: the above severance benefits (ii–vi) plus an additional CoC payment equal to 24 months of then-current base salary | |
| Resignation | 60 days’ notice; Company may waive notice with salary/benefits continuation through period; no bonus entitlement if resigning (unless already awarded) | |
| Restrictive Covenants | Non-compete for 12 months post-employment in North America; non-solicit of customers/employees for 24 months post-employment |
Compensation Committee and Governance Touchpoints
- Compensation Committee members (FY24): David Liu, Joan Chypyha (Chair), Frank Oakes (not re-nominated for 2025), Charles Olson; all independent under Nasdaq rules .
- Clawback/Recovery Policy (2023) adopted; 2019 Plan includes a clawback-of-benefits provision and prohibits award repricing without shareholder approval .
- Say-on-Pay held annually; Proposal 2 (2025) sought advisory approval of NEO compensation; Board recommended FOR .
Investment Implications
- Alignment and retention: Base $300k with 40% target bonus is modest for a NASDAQ-listed biotech CFO; however, severance design is generous (bonus continuation during severance plus up to 24 months base; CoC adds 24 months base), supporting retention but elevating potential change-of-control costs .
- Selling/pledging risk: No initial equity award disclosed at appointment and anti-hedging/pledging policy reduces near-term selling and pledging risk; insider selling pressure likely modest until equity awards are granted and vest .
- Pay-for-performance transparency: Bonus is tied to corporate and personal goals but the company does not disclose specific performance metrics for NEOs; as a clinical-stage issuer, management notes Net Income isn’t used for compensation decisions, which can weaken external pay-performance linkage assessments .
- Dilution overhang: Share pool expansion in 2025 increases capacity for future equity grants (including for the CFO); monitor grant sizes and vesting to gauge future supply and potential selling pressure as awards vest .
- Execution focus: Given multi-year negative net income and declining TSR through FY24, equity awards and bonus outcomes should be scrutinized for alignment with pipeline progress and capital formation milestones under the new CFO’s tenure .