Peter Facchini
Enveric BiosciencesAbout Peter Facchini
Peter Facchini, Ph.D., is Chief Innovation Officer at Enveric Biosciences (ENVB), serving since September 16, 2021, following the MagicMed acquisition; he is 62 and an internationally recognized plant biochemistry innovator with 175+ peer‑reviewed publications and 50+ patents, and has been a Professor of Plant Biochemistry at the University of Calgary since 1995 . His background includes co‑founding Epimeron Inc., Willow Biosciences Inc., and MagicMed Industries Inc., with leadership roles emphasizing metabolic biochemistry and biotechnology applications . Company performance during his ENVB tenure has been challenged: cumulative TSR on a $100 initial investment fell from $4.47 (2022) to $0.77 (2024), while net losses improved from $(18.8)m (2022) to $(9.6)m (2024) .
Company performance snapshot:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment Based on TSR ($) | $4.47 | $2.80 | $0.77 |
| Net Loss ($mm) | (18.8) | (17.5) | (9.6) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| University of Calgary | Professor of Plant Biochemistry | 1995–present | Academic leader in natural product metabolic biochemistry and biotechnology |
| Epimeron Inc. | Co‑founder; Chief Scientific Officer | Not disclosed | Built IP around natural product pathways; foundation for later ventures |
| Willow Biosciences Inc. | Co‑founder; Chief Scientific Officer | Not disclosed | Advanced biosynthesis platforms leveraging metabolic engineering |
| MagicMed Industries Inc. | Co‑founder; Chief Scientific Officer | Not disclosed | Psychedelic‑derived IP platform (acquired by ENVB) |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| University of Calgary | Professor of Plant Biochemistry | 1995–present | Research productivity (175+ publications; 50+ patents) underpinning innovation pipeline |
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $233,272 | $215,269 |
| Cash Bonus (Actual) | — | — |
| Non‑Equity Incentive Plan Payout | — | — |
| Notes | Salary converted from CAD at $0.756 (2023) and $0.694 (2024) per CAD | Salary converted from CAD at $0.694 per CAD |
Performance Compensation
Equity awards and vesting mechanics:
| Award type | Grant date | Quantity | Vesting schedule | Notes |
|---|---|---|---|---|
| RSU | Oct 13, 2021 | 700 | 50% time‑based in 4 annual installments from Sep 16, 2022; 50% market‑based 3 tranches (2022–2024) | Market‑based tranches required avg Q4 VWAPs of $119.00, $130.50, $143.50; all forfeited for not meeting conditions |
| RSU | Jan 25, 2023 | 1,133 | 4 equal annual installments starting Jan 25, 2024 | Time‑based vesting |
| RSU | Feb 22, 2024 | 3,334 | 25% at 1‑year anniversary; then 1/36 monthly thereafter | Service‑based; continued employment required |
| RSU | Oct 9, 2024 | 2,667 | 25% at 1‑year anniversary; then 1/36 monthly thereafter | Service‑based; continued employment required |
| Stock Options | Apr 5, 2026 (expiry) | 133 (exercisable) | N/A | Strike $1,110.00; expiry 4/5/2026 |
2024 reported equity grant value for Dr. Facchini was $59,311 (aggregate RSUs) based on closing prices at grant ($12.75 and $6.30) . 2023 reported equity grant value was $48,790 (aggregate RSUs) based on $43.05 grant price .
Required performance metrics and outcomes (performance‑linked awards only):
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Avg Q4 VWAP (2021 market‑based RSUs) | Not disclosed | $119.00 (2022), $130.50 (2023), $143.50 (2024) | Below targets | 0% (forfeited) | Would have vested in 3 tranches had targets been met |
As of 12/31/2024, total RSUs awarded to Dr. Facchini: 7,903; unvested: 5,751 .
Equity Ownership & Alignment
Ownership, grant overhang, and anti‑pledging:
| As‑of date | Total beneficial ownership (sh) | % of outst. | Direct/Vested shares | RSUs vesting ≤60 days | Options exercisable ≤60 days | Warrants exercisable ≤60 days |
|---|---|---|---|---|---|---|
| Apr 11, 2025 | 3,676 | <1% | 2,519 | 208 | 133 | 816 |
| Oct 22, 2025 | 5,028 | <1% | 3,829 | 250 | 133 | 816 |
- Company policy prohibits pledging, hedging, and short sales by insiders, reducing alignment risks from collateralized holdings .
- Stock ownership guidelines for executives are not disclosed; no pledging by Dr. Facchini is indicated in filings .
Employment Terms
| Term | Facchini details |
|---|---|
| Start/Role | Chief Innovation Officer; effective Sep 16, 2021 (amalgamation closing) |
| Base Salary | C$295,000 annually at start (converted in proxy tables) |
| Sign‑on | C$50,000 cash bonus; 68 RSUs (half time‑based; half market‑based) |
| Additional Equity | 700 RSUs at start (350 time‑based; 350 market‑based) |
| Term/At‑will | Agreement remains until terminated; 30‑day advance written notice by either party |
| Severance | 12 months of then‑current base salary on termination without Cause or resignation for Good Reason |
| Change‑of‑Control | All outstanding RSUs fully vest upon a Change in Control |
| Accelerated Vesting | On termination without Cause/for Good Reason: all time‑based RSUs vest; market‑based RSUs vest only if applicable performance goal achieved by the next scheduled vesting date |
| RSU Settlement | Vested RSUs convert to shares upon the earlier of Change in Control or termination (other than for Cause), subject to plan share availability |
| Restrictive Covenants | 12‑month non‑solicit of employees/customers; confidentiality obligations |
| Clawback | Company‑wide clawback policy for incentive compensation in event of accounting restatement |
| Insider Policy | Prohibits pledging, hedging, short sales, and option transactions on company securities |
Compensation Structure Analysis
- Mix shifts and guarantees: 2023–2024 compensation for Dr. Facchini is predominantly base salary plus time‑vested RSUs; no annual cash bonus was reported, and there is no disclosed target bonus % for him, suggesting increased reliance on service‑based equity rather than performance shares after 2021’s forfeited market‑based RSUs .
- Performance rigor: 2021 market‑based RSUs had very high stock price hurdles and were fully forfeited, indicating stringent targets; later grants emphasize time‑based vesting, lowering performance risk for the executive but increasing retention emphasis .
- Equity overhang and selling pressure: Significant unvested RSUs (5,751 at 12/31/2024) follow cliff‑then‑monthly vesting (1/36), potentially creating steady supply overhang and periodic selling windows as tranches vest .
- Governance protections: Clawback policy and anti‑pledging/hedging reduce adverse alignment risks .
Related Party Transactions and Risk Indicators
- Related party transactions: None involving Dr. Facchini were disclosed; a separate director (Dr. DeWitt) provided consulting services (not related to Dr. Facchini) .
- Controls and listing risk: Company disclosed material weaknesses in internal control over financial reporting for 2023 and 2024, and a going‑concern explanatory paragraph for FY2024 audit—broad governance risk that can impact equity award values and investor confidence .
- Dilution/listing dynamics: Company executed and seeks flexibility for reverse stock splits and significant authorized share increases, alongside warrant‑driven financing—factors that can affect equity award dilution and realized value (company‑level) .
Equity Ownership & Awards Detail (as of 12/31/2024)
| Instrument | Status/Quantity | Value/Terms |
|---|---|---|
| RSUs (total awarded) | 7,903 total; 5,751 unvested | Unvested RSUs accelerate on CoC; time‑based vesting as scheduled; market‑based vesting only if goal met by next vesting date |
| Options | 133 exercisable | Strike $1,110.00; expiry 4/5/2026 |
| 2023 RSUs | 1,133 | 4 annual installments from 1/25/2024 |
| 2024 RSUs (Feb 22) | 3,334 | 25% at 1‑year; then monthly 1/36 |
| 2024 RSUs (Oct 9) | 2,667 | 25% at 1‑year; then monthly 1/36 |
| 2021 RSUs (market‑based) | 350 (within 700 grant) | Forfeited; VWAP targets not met |
Performance & Track Record
- Scientific/innovation track record: Internationally recognized scholar‑innovator (175+ publications; 50+ patents), co‑founder and CSO roles across multiple biotech ventures, aligning with ENVB’s discovery platforms .
- Company outcomes during tenure: Cumulative TSR declined 2022–2024; net losses narrowed in 2024 vs prior years, illustrating progress on losses but continued value pressure, which can affect realizable equity value from RSUs/options .
Compensation Committee and Governance Context
- Compensation Committee members: Frank Pasqualone (Chair), George Kegler, Michael Webb; charter permits use of external consultants; committee met three times in 2024 .
- Say‑on‑Pay: Advisory vote recommended “FOR” by the Board, reflecting a pay‑for‑performance philosophy; frequency annual .
Investment Implications
- Alignment: Low direct ownership (<1%) but meaningful unvested RSU exposure creates retention incentives; anti‑pledging/hedging and clawback policies reduce misalignment risk .
- Retention and supply overhang: Large time‑based RSU schedules (cliff + monthly) suggest steady vesting‑related supply that can pressure shares around vest dates; CoC acceleration could concentrate liquidity events in M&A scenarios .
- Pay‑for‑performance: Shift from stringent market‑based RSUs (forfeited) to service‑based RSUs lowers performance risk for the executive; absent disclosed bonus metrics, cash pay remains fixed‑heavy for Dr. Facchini, with equity value tied to share price recovery .
- Governance and execution risks: Disclosed control weaknesses and going‑concern emphasis highlight execution risk; continued reliance on equity financings, warrant inducements, reverse splits, and authorized share increases pose dilution risk that can diminish realizable value of insider equity and investor returns .