Loch Macdonald
About Loch Macdonald
R. Loch Macdonald, 64, is Grace Therapeutics’ Chief Medical Officer since May 2023, a world‑renowned neurosurgeon-scientist with deep expertise in subarachnoid hemorrhage; he earned his MD from the University of British Columbia, PhD in Experimental Surgery from the University of Alberta, and completed Neurosurgery residency at the University of Toronto . His current employment terms reflect an annual base salary of $200,000 with eligibility for a discretionary bonus up to 30% of base salary and potential stock option grants under the company’s equity plan, consistent with at‑will employment . Company performance context during his tenure shows FY 2025 TSR value of a $100 investment at $31.15 (vs. $46.79 in FY 2024), and continued net losses, with an SEC “pay‑versus‑performance” presentation providing TSR and net income trends .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Toronto | Professor, Dept. of Surgery, Division of Neurosurgery | 2007–2019 | Academic leadership; training and research in neurosurgery |
| St. Michael’s Hospital (U. Toronto) | Head, Division of Neurosurgery | 2007–2015 | Led division; advanced clinical programs and approvals |
| Barrow Neurological Institute | Professor, Neurological Surgery | Apr–Aug 2018 | Short‑term professorship at leading neurosurgery center |
| University of Illinois Hospitals | Fellow, Dept. of Neurosurgery | Dec 2018–Jun 2019 | Clinical fellowship enhancing U.S. practice exposure |
| University of California, Fresno | Clinical Professor, Neurological Surgery | Jul 2019–Sep 2021 | Clinical teaching and trial operations |
| Community Regional Medical Center / Community Health Partners | Neurosurgeon; Medical Director of Neurosciences Research | Oct 2021–present | Oversight of neurosurgical research and care delivery |
| Edge Therapeutics, Inc. | Founder; Director (2009–2018); Chief Scientific Officer (2011–2018) | 2009–2018 | Led drug development in SAH; translational innovation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edge Therapeutics, Inc. | Director | 2009–2018 | Governance oversight of SAH‑focused biotech |
| Edge Therapeutics, Inc. | Chief Scientific Officer | 2011–2018 | Advanced clinical programs; pipeline leadership |
Fixed Compensation
| Component | As of Date | Value / Terms |
|---|---|---|
| Base Salary | Nov 12, 2025 | $200,000 per year |
| Target Annual Bonus | Nov 12, 2025 | Discretionary up to 30% of base salary |
| Equity Eligibility | Nov 12, 2025 | Eligible for stock options under company equity plan, grant at fair market value, subject to Board approval and continued employment |
| Employment Status | May 7, 2024 / Nov 12, 2025 | At‑will employment acknowledged in signed agreement |
| Benefits & Expenses | Nov 12, 2025 | Executive benefit plan participation; reimbursed reasonable business expenses per policy |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Discretionary Bonus (CMO) | Not specified in CMO agreement | N/A | Up to 30% of base salary | Not disclosed | N/A |
| Company FY 2025 Bonus Program (context) | Corporate milestones—principally completion of Phase 3 STRIVE ON safety trial for GTx‑104 | Programmatic | Executive-specific targets set by Board/Comp Committee | NEOs received 100% of target based on meeting objectives | Cash bonus; equity awards time‑vested separately |
Note: CMO‑specific bonus metrics and payout are not separately disclosed beyond eligibility; company‑level FY 2025 bonus outcomes are provided for NEOs as context .
Equity Ownership & Alignment
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Hedging policy: Directors and employees (including executive officers) are prohibited from hedging company securities via forwards, swaps, collars, exchange funds, etc. .
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Incentive compensation recovery (clawback): Board adopted a policy per Exchange Act Rule 10D‑1 and Nasdaq standards requiring recovery of erroneously received incentive‑based compensation following certain accounting restatements .
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Insider Trading Policy: Adopted and filed as an exhibit to the FY 2025 Form 10‑K; policy governs insider transactions and compliance .
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Equity plans and availability (context):
Plan Outstanding Options (#) Weighted Avg Exercise Price Remaining Available Shares Grace Therapeutics, Inc. 2024 Equity Incentive Plan 15,000 $3.19 1,335,000 Acasti Pharma Inc. Stock Option Plan 919,923 $3.53 — Total 934,923 $3.52 1,335,000
Note: The proxy’s security ownership table does not list Dr. Macdonald among named beneficial owners; no CMO‑specific ownership breakdown is disclosed in the DEF 14A .
Employment Terms
| Term | Detail |
|---|---|
| Title & Reporting | Chief Medical Officer reporting to CEO |
| Base & Bonus | $200,000 base; discretionary bonus up to 30% of base |
| Equity | Option grants may be made periodically at FMV under the equity plan, subject to Board approval, plan and option agreement terms, and continued employment |
| At‑will | At‑will employment acknowledged by both parties |
| Benefits | Eligible for executive group benefit plans; company expense reimbursement policy applies |
| Start date reference | Offer letter dated May 7, 2024 with start date May 13, 2024 (administrative), while service as CMO is disclosed since May 2023 |
Performance & Track Record (Company context during CMO tenure)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR – value of $100 investment | $37.70 | $46.79 | $31.15 |
| Net Income (Loss) ($000s) | $(42,429) | $(12,853) | $(9,568) |
| EBITDA ($) | $(18,084,000)* | $(11,266,000)* | $(16,670,000)* |
Values retrieved from S&P Global*.
Strategic achievements and operating focus:
- Company prioritized resources to GTX‑104, aligned pivotal Phase 3 safety trial protocol with FDA (July 2023), and realigned operating model around GTX‑104 with a new expert management team including Dr. Macdonald as CMO .
- Management highlighted cash runway into the second calendar quarter of 2026 and evaluation of strategic alternatives for de‑prioritized assets .
Say‑on‑Pay & Shareholder Feedback (context)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation (Sep 12, 2025) | 6,178,757 | 74,002 | 75,696 | 1,598,490 |
Investment Implications
- Compensation alignment: CMO compensation is largely cash‑based with a modest discretionary bonus (up to 30%), while equity awards are discretionary and subject to Board approval; absence of disclosed CMO‑specific performance metrics suggests limited direct pay‑for‑performance visibility versus NEOs, whose FY 2025 bonuses were explicitly tied to GTX‑104 milestones .
- Governance and risk controls: Hedging is prohibited and a clawback policy is in place under Rule 10D‑1, supporting alignment and mitigation of incentive‑related risk .
- Retention considerations: At‑will status and no disclosed severance/change‑of‑control economics for the CMO in the cited letter agreement suggest retention will depend on engagement and future equity participation; potential option grants under the 2024 plan could enhance alignment if sized meaningfully .
- Execution signal: Organizational focus on GTX‑104 with FDA protocol alignment and a specialized team led by Macdonald indicates high execution orientation; however, TSR and continued net losses underscore capital and regulatory milestone dependency for value realization .