Joseph Tucker

About Joseph Tucker

Joseph Tucker, Ph.D. is Chief Executive Officer and a Director of Enveric Biosciences (ENVB) since September 16, 2021; he holds a Ph.D. in Biochemistry & Molecular Biology from the University of Calgary and previously led multiple biotech companies and served as a healthcare analyst and in tech transfer roles . Pay-versus-performance disclosures show negative TSR over his tenure with the value of an initial $100 investment falling to $0.77 in 2024, alongside net losses of $9.6m (2024), $17.5m (2023), and $18.8m (2022) . The CEO role is separate from the Chair; independent directors chair key committees, and Tucker is not considered independent due to his executive position .

Past Roles

External Roles

Fixed Compensation

Notes:

• Base salary increased from $350,000 at hire to $364,000 effective March 1, 2022, and to $458,640 effective February 1, 2023 .
• A $100,000 sign-on bonus was paid in 2021 at hire .

Performance Compensation

Annual Stock Awards (aggregate reported)

Reverse split note:

• ENVB effected a 1-for-15 reverse split on January 29, 2025; historical share amounts in 2025 proxy are adjusted . 2024 proxy shows pre-split 44,000 RSUs granted in 2023 valued at $126,280 based on a $2.87 closing price on grant date .

Key RSU Grants and Vesting Schedules

Additional notes:

• 2025 proxy indicates market-based RSUs granted at hire were subsequently forfeited for failure to achieve milestones .
• Company policy states equity awards are discretionary and not timed around MNPI disclosure .

Pay versus Performance Linkage

Interpretation:

• TSR deteriorated materially through 2024 while net losses narrowed; equity awards contain market-based components (VWAP thresholds) and substantial time-based grants, but realized conversion to shares is deferred until termination or change-in-control .

Equity Ownership & Alignment

Vested vs Unvested RSUs over time:

Notes:

• All outstanding RSUs fully vest upon a change-in-control; time-based RSUs also vest upon termination without cause or for good reason; market-based RSUs vest upon termination only if the performance goal is achieved by the applicable vesting date .
• Vested RSUs convert into issued shares only after the earlier of change-in-control or termination (other than for cause) .
• No disclosure of pledged shares; none indicated in beneficial ownership footnotes .

Employment Terms

Board Governance

• Board/Chair structure: CEO and Chair roles are separate; Board may appoint a Lead Independent Director if roles are combined in future .
• Committees and independence: Tucker is not independent; independent directors chair the Audit (George Kegler), Compensation (Frank Pasqualone), and Nominating & Governance (Frank Pasqualone) committees; Science & Technology Committee chaired by Marcus Schabacker .
• Attendance: All directors attended the 2024 annual meeting; directors attended ≥90% of Board and committee meetings in 2023 .

Committee membership (2025):

Independence:

• Board determined Webb, Kegler, Pasqualone, and Schabacker are independent; Tucker (CEO) and DeWitt (advisor) are not independent .

Compensation Structure Analysis

• Shift/mix: Equity-heavy with both time-based RSUs and market-based tranches at hire; subsequent grants predominantly time-based (2023 44,000 RSUs pre-split; 2024 RSUs) .
• Performance linkage: Market-based RSU tranches tied to quarterly VWAP thresholds; hire-era market awards later forfeited for missed milestones .
• Guaranteed vs at-risk: Base salary increased meaningfully in 2023; annual bonuses discretionary and not paid in 2023/2024 despite losses, aligning cash restraint with performance .
• Repricing/modifications: No option repricing disclosed; reverse splits affected share counts but not award economic terms; no CIC cash agreements .

Risk Indicators & Red Flags

• TSR deterioration: Value of $100 fell to $0.77 by 2024; suggests equity underperformance during tenure .
• Tax gross-up: $194,000 tax coverage in 2022 related to MagicMed payments; shareholder-unfriendly feature .
• Low ownership: <1% beneficial ownership; limited “skin in the game” relative to outstanding shares .
• Accelerated vesting: Full RSU acceleration on CIC or qualifying termination could create event-driven dilution risk .

Equity Ownership & Pledging

• No pledging disclosed; beneficial ownership footnotes do not indicate pledged shares .
• Components include vested-but-unissued RSUs, options (266 shares), and warrants (886 shares) .

Director Compensation (CEO as Director)

• No separate director compensation disclosed for Tucker; non-employee director pay is overseen by the Compensation Committee, but CEO’s compensation is via employment agreement and equity plans .

Expertise & Qualifications

• Ph.D. with 20+ years leading public/private biotechs; prior capital-markets and commercialization roles support CEO effectiveness and board qualifications .

Investment Implications

• Alignment: Deferred RSU conversion until termination or change-in-control reduces near-term insider selling pressure; however, low absolute ownership (<1%) limits alignment with minority shareholders .
• Incentives: Market-based vesting tied to VWAP thresholds is performance-sensitive, but forfeitures indicate challenging targets and/or share price underperformance, dampening realized pay-for-performance .
• Retention risk: 12-month salary severance for CEO and full RSU acceleration on CIC/qualifying termination lower personal downside risk and may encourage retention until strategic events; no CIC cash contract reduces golden parachute concerns .
• Governance quality: Separation of CEO and Chair with independent committee leadership mitigates dual-role concerns; Tucker is not on any committees, supporting independence of oversight .
• Trading signals: Repeated reverse splits and negative TSR highlight execution and financing risks; watch for 8-Ks on financings and RSU vesting events, as CIC or termination would convert sizable vested-but-unissued RSUs to shares, affecting float and potential selling dynamics .