David Wood
About David Wood
David Wood is Chief Financial Officer and Corporate Secretary of ESSA Pharma Inc. (NASDAQ: EPIX), serving since July 2013, with responsibilities spanning financial reporting, treasury, compliance, governance, insurance, and broader corporate functions . He holds an MBA from the University of Western Ontario, a B.Sc. (Honors) in Biology from Queen’s University, and a CPA, CMA designation; prior roles include senior finance and operating positions at Celator Pharmaceuticals, Cubist Pharmaceuticals, TerraGen Discovery, and Chevron . The company’s 2025 proxy includes pay-versus-performance disclosures linking “compensation actually paid” for NEOs with cumulative TSR and net income, though it does not enumerate David Wood-specific TSR or operational growth metrics in text; executive bonus policy targets up to 40% of base salary for the CFO tied to corporate objectives . In the 2025 AGM proceedings, Wood acted as Secretary of the meeting, underscoring his governance and process roles during a pivotal strategic transaction for ESSA .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celator Pharmaceuticals Inc. | Head of Finance & Corporate Development; Secretary & Treasurer | 2003–2013 | Helped take company public; oversaw financings; part of >$200M raised across career |
| Cubist Pharmaceuticals (UK) Ltd. | Managing Director | Pre-2003 | International operations leadership; biopharma expansion |
| Cubist Pharmaceuticals Inc. | Senior Director, International Operations | Pre-2003 | Global operations scaling |
| TerraGen Discovery, Inc. | Finance Director | Pre-2003 | Early-stage biotech finance leadership |
| Chevron Corp. | Finance and Exploration | Early career | Foundational finance experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Research Council of Canada | Governing body member | 2008–2014 | Federal R&D oversight |
Fixed Compensation
| Metric (USD) | FY 2019 | FY 2020 | FY 2021 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Base Salary | $243,872 | $313,897 | $380,844 | $428,215 | $451,432 |
| Target Bonus % of Salary | Up to 40% | Up to 40% | Up to 40% | Up to 40% | Up to 40% |
| Actual Bonus Paid | $67,649 | $65,505 | $136,125 | $144,932 | $176,560 |
| Option Award Grant-Date Fair Value | $95,145 | $557,988 | $785,332 | — | $1,008,777 |
| All Other Compensation | $9,369 | $11,442 | $15,379 | $17,243 | $18,773 |
| Total Compensation | $416,035 | $948,832 | $1,317,680 | $590,390 | $1,655,542 |
Performance Compensation
| Incentive | Weighting | Target | FY 2023 Actual | FY 2024 Actual | Vesting |
|---|---|---|---|---|---|
| Discretionary Annual Bonus (CFO) | At-risk cash; not fixed | Up to 40% of base salary | $144,932 | $176,560 | Cash; no vesting |
| Equity Options (annual grants) | Long-term | Standard option grants; size by role, market, pool | None granted FY23 per summary table | March 2024 cycle included NEO grants; CFO awarded options Mar 25, 2024 | 25% at 12 months, remaining 75% monthly over 36 months |
Equity Ownership & Alignment
| Date / Basis | Common Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | Ownership % | Notes |
|---|---|---|---|---|---|
| Aug 11, 2025 (Record Date: 44,338,550 shares) | 33,343 | 737,421 | 770,764 | 1.7% | Shares owned by Wood excluded from minority approval due to collateral benefits analysis |
| Policy | — | — | — | — | Company prohibits executives/directors from hedging company stock (e.g., collars, swaps) |
| Pledging | — | — | — | — | No pledging disclosures found for Wood |
Equity Grants and Vesting Schedules (Selected)
| Grant Date | Securities Underlying Options (#) | Exercise Price | Expiration | Status/Vesting |
|---|---|---|---|---|
| Feb 21, 2018 | 10,000 | C$4.90 | Jul 30, 2024 | Expired/Exercised per company distribution records in 2024; standard vesting |
| Feb 21, 2018 | 66,250 | C$4.90 | Feb 21, 2028 | Standard vesting; 25% at 12 months; 75% monthly thereafter |
| Feb 8, 2019 | 25,000 | $3.81 | Oct 4, 2029 | Standard vesting |
| Oct 7, 2019 | 330,000 | $3.23 | Oct 7, 2029 | Standard vesting |
| Dec 11, 2020 | 200,000 (award disclosed overall); CFO portion 187,500 exercisable, 12,500 unexercisable | $7.00 | Dec 11, 2030 | Standard vesting |
| Jun 29, 2022 | 90,000 overall cycle; CFO line: 50,625 exercisable, 39,375 unexercisable | $3.60 | Jun 29, 2032 | Standard vesting |
| Oct 24, 2023 | 3,750 (unexercisable) | $3.91 | Oct 24, 2033 | Standard vesting |
| Mar 25, 2024 | 110,000 (unexercisable) | $9.04 | Mar 25, 2034 | Standard vesting |
Change-of-control vesting: Immediate vesting of all stock options upon a “change of control event” under Wood’s employment agreement; however, in the 2025 Arrangement, all executive options were expected to be out-of-the-money and canceled with no payment, and no amounts were expected to be payable to directors/executives in respect of options .
Employment Terms
- Employment agreement dated August 1, 2014; amended June 25, 2019. Provides one year of base salary severance upon termination without “cause,” increasing to 18 months if termination without “cause” occurs within 18 months after a “change of control event”; immediate vesting of all options upon change-of-control .
- Company Severance Plan adopted June 5, 2024: For a Qualifying Termination, cash severance ranges from 1.0x to 1.5x base salary (CEO also includes target bonus), with larger multiple in connection with a Change in Control; includes benefits continuation; replaces prior cash severance terms for certain executives; requires release of claims .
- Policy prohibiting speculation/hedging in company securities for executives/directors .
Change-of-Control Economics (2025 Arrangement assumptions)
| Component | Amount (USD) | Trigger | Notes |
|---|---|---|---|
| Cash Severance | $451,433 | Double-trigger | Payable upon involuntary termination without “cause” in connection with change-in-control |
| CIC Bonus | $225,716 | Single-trigger | Lump-sum paid immediately prior to Effective Time |
| Outplacement/Benefits Subsidy | $35,978 | Double-trigger | Benefits continuation or equivalent cash payment |
| Total Cash Payments | $677,149 | Combined | Cash Severance + CIC Bonus |
| Golden Parachute Total | $713,127 | Combined | Includes perquisites/benefits; equity expected $0 due to OTM options |
Performance & Track Record
- Strategic transaction oversight: In 2025, ESSA pursued an Arrangement under which shareholders received approx. $1.91 per share cash plus a CVR; Wood signed multiple transaction-related 8-Ks as CFO . The company also authorized an $80M capital reduction/distribution to shareholders in August 2025 [42].
- Program decisions: Company terminated its clinical trial of masofaniten (EPI-7386), affecting business outlook; this context informed the Transaction Committee’s recommendation of the Arrangement .
- Financing and M&A: Across biopharma career, Wood oversaw several M&A transactions and financings totaling over $200M raised (cumulative), supporting growth-stage and listed companies .
Equity Ownership & Alignment Analysis
- Skin-in-the-game: 770,764 total beneficial ownership for Wood as of the 2025 Record Date, including 33,343 shares and 737,421 options exercisable within 60 days; 1.7% of outstanding, aligning incentives, albeit a portion represented by options expected to be out-of-the-money at the Arrangement .
- Collateral benefits and minority voting: Transaction committee determined Wood’s CIC benefits exceeded 5% of his expected share consideration; his shares were excluded from minority approval calculations under MI 61-101 .
- Hedging/Pledging: Hedging is prohibited; no explicit pledging disclosures for Wood found .
Employment Contracts and Restrictions
- Non-competition and non-solicitation clauses are included in Wood’s employment agreement, along with confidentiality and IP ownership provisions; detailed durations/scopes are not disclosed in the proxy narrative .
- Severance Plan: No transfer of rights allowed; plan effective June 5, 2024; amendments limited during covered periods; supersedes prior severance entitlements where applicable .
Governance and Compliance Notes
- Section 16(a) late filings: The 2025 proxy disclosed certain late Form 4 filings among directors/NEOs, including two late transactions for David Wood, indicating minor compliance friction but not material legal proceedings .
Investment Implications
- Compensation alignment: Wood’s pay mix emphasizes at-risk components (bonus and options), with CFO bonus targeted at up to 40% of base and meaningful option grants vesting over four years; this structure aligns with long-term value creation but recent option grants were out-of-the-money under the 2025 Arrangement, reducing near-term equity monetization .
- Retention and severance economics: The Severance Plan and employment agreement create predictable severance outcomes (1.0–1.5x base salary; double-trigger severance and single-trigger CIC bonus), moderating retention risk through change-of-control and providing incentives for orderly transitions; investors should consider the cash obligations (e.g., $677k combined cash payments and $36k benefits for Wood under assumed termination) when modeling transaction costs .
- Ownership and voting dynamics: Collateral benefit determinations under MI 61-101 excluded Wood’s shares from minority approval; while governance-compliant, it underscores the magnitude of executive CIC cash relative to share consideration, a factor for pay-for-performance scrutiny in special situations .
- Execution risk: As CFO, Wood’s governance role was prominent in the 2025 transaction and capital distribution; prior career financing/M&A experience (> $200M raised) supports competence in strategic pivots, though ESSA’s discontinuation of its lead program highlights operating risk that necessitated the cash-return strategy .
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