Eric Adams
InMed PharmaceuticalsAbout Eric Adams
Eric A. Adams, age 62, is President & Chief Executive Officer of InMed and has served as a director since June 16, 2016; he is a 30+ year biopharma operator with prior CEO experience at enGene and senior roles at QLT, Advanced Tissue Science, Abbott, and Fresenius. He holds a Master of International Business (University of South Carolina) and a Bachelor’s in Chemistry (University of Southern Indiana) . The board classifies all directors other than Mr. Adams as independent and separates the CEO and Chair roles, with Andrew Hull serving as independent Chair, mitigating dual‑role concerns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| enGene Inc. | Chief Executive Officer and Director | 2004–2011 | Led company and board; experience in company/capital formation and BD |
| Multiple biopharma/tech firms | Mentor and senior consultant | 2011–2016 | Advisory support to several biopharma/tech companies |
| QLT Inc.; Advanced Tissue Science; Abbott Laboratories; Fresenius AG | Senior/global market development roles | Not disclosed | Global market development across pharma/med device |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in DEF 14A profile | — | — | Mr. Adams’ director nomination disclosure lists only his InMed role; no other current public company boards are listed in that table . |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base salary | $278,253 | $294,100 | $301,630 |
| Notes | Base salary increased to C$400,000 effective Jul 1, 2023 and to C$412,000 effective Jul 1, 2024 (employment agreement) |
Performance Compensation
| Component | Design details | Target | Actual payout (USD) | Vesting/terms |
|---|---|---|---|---|
| Annual cash bonus | Company uses task (75%) and personal effectiveness (25%) goals; CEO target bonus is 50% of base salary; payments subject to Board discretion and company cash position | CEO: 50% of salary | FY23: $69,563; FY24: $73,500; FY25: $75,499 | Cash; no vesting |
| Stock options (equity) | Options are primary LTI; grant date value per ASC 718; monthly or semiannual vesting per grant; strike ≥ prior-close; 10-year max term under Option Plan | Not disclosed | FY23: $19,755; FY24: $47,800; FY25: $19,844 (grant-date fair value) | See outstanding awards schedule below |
Outstanding Option Awards (as of Jun 30, 2025)
| Tranche | Exercisable (#) | Unexercisable (#) | Exercise price | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Grant 12/15/2015 | 250 | — | $1,411.03 | 12/15/2025 | 25% every 6 months over 24 months (note 2) |
| Grant 10/17/2016 | 250 | — | $700.00 | 10/17/2026 | 25% every 6 months over 24 months (note 2) |
| Grant 12/15/2017 | 750 | — | $35.60 | 12/15/2027 | 25% every 6 months over 24 months (note 2) |
| Grant 12/22/2018 | 3,402 | 3,398 | $7.40 | 12/22/2028 | Equal monthly vesting over 36 months (note 3) |
| Grant 12/19/2029 | 1,044 | 5,206 | $4.14 | 12/19/2029 | Equal monthly vesting over 36 months (note 3) |
| Totals | 5,696 | 8,604 | — | — | — |
Implication: Multiple near‑term expiries (Dec-2025/Oct-2026/Dec-2027) may force exercise decisions and create windows of potential insider activity, subject to trading policies .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 9,632 shares; 0.34% of 2,804,186 outstanding as of Oct 22, 2025 (beneficial ownership includes securities exercisable within 60 days) |
| Breakdown (notes) | Adams beneficially owns 2,197 common shares directly and 7,435 via currently exercisable options; 597 shares are owned by spouse, disclaimed by Mr. Adams |
| Options – exercisable vs unexercisable | 5,696 exercisable and 8,604 unexercisable options outstanding (see schedule) |
| Pledging/hedging | Insider Trading Policy prohibits hedging (e.g., swaps, collars); no pledging policy is described in the cited sections |
| Ownership guidelines | Directors and executives are encouraged to increase ownership; no numeric ownership guidelines disclosed in these sections |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment start/date | Initial employment agreement effective June 16, 2016 |
| Current base salary | C$412,000 effective July 1, 2024 (previously C$400,000 effective July 1, 2023) |
| Bonus eligibility | Eligible for annual discretionary bonus; CEO target set at 50% in program design |
| Benefits | Eligible for company insurance benefits; 30 vacation days per year |
| Severance (no cause) | 24 months’ salary plus “Average Bonus Payment” (avg of actual bonuses over prior 3 calendar years, pro‑rated) |
| Change in control | If terminated without cause or resigns for Good Reason following a Change in Control, entitled to same severance construct; Change in Control and Good Reason defined (double‑trigger structure) |
| Estimated CoC/No‑cause value | $675,400 (USD, as of Jun 30, 2025, conversion at C$0.7330:$1.00) |
| Clawback | No clawback policy is described in the cited compensation governance sections; anti‑hedging and comprehensive governance policies are disclosed |
Board Governance (service history, committees, independence)
- Service/role: Director since June 16, 2016; CEO & President since June 2016 .
- Independence: All directors other than Mr. Adams are independent under SEC/Nasdaq/Canadian rules .
- Leadership structure: Independent, non‑executive Chair (Andrew Hull) with defined responsibilities; CEO and Chair roles separated .
- Committees: Audit, Compensation, and Governance & Nomination Committees are composed entirely of independent directors; Mr. Adams is not listed as a member .
- Attendance: Board meetings attendance for FY2025 – Adams 9/9 .
- Executive sessions: Nine in‑camera sessions at the Board level; additional in‑camera sessions held by each committee in FY2025 .
- Director pay: Employee directors (including Adams) do not receive separate director compensation . Non‑employee director retainer increased to $50,000 effective Oct 1, 2024; additional Chair/committee chair fees disclosed .
Compensation Structure Analysis
- Cash vs equity mix: Program targets cash (salary+bonus) around the 25th percentile and equity around the 50th percentile of AON/Radford peers (pre‑commercial/small‑cap biotech), conserving cash while emphasizing options .
- Bonus design and discretion: CEO target set at 50%; payouts are sensitive to corporate cash position and goal achievement; Board retains discretion to reduce/withhold or exceed target based on performance and capital needs .
- Equity instrument: Stock options only; no RSUs/PSUs disclosed; vesting either semiannually over 24 months or monthly over 36 months; no option timing program relative to MNPI .
- Risk controls: Independent Compensation Committee (Chair: Nicole Lemerond) oversees goals, CEO evaluation, and external consultants; anti‑hedging policy in place .
Director Compensation Context (for benchmarking alignment)
| Element | Policy / FY2025 detail |
|---|---|
| Cash retainers | Non‑employee director retainer $50,000 from Oct 1, 2024; Chair +$10,000; Audit Chair up to +$10,000; Comp Chair up to +$5,000 |
| Equity | Annual options vest 100% at 1 year (or before next AGM) |
| Meeting/other fees | No meeting fees; expenses reimbursed |
Equity Plan and Dilution Signals
| Measure | Value |
|---|---|
| Options outstanding (all holders) | 64,410 options; Wtd‑avg exercise price $32.53 |
| Remaining available (current S‑8 pool) | 41,278 shares available (within 60,000 S‑8 cap) |
| Burn rate | FY2025: 3.01%; FY2024: 7.62%; FY2023: 2.52% |
Investment Implications
- Alignment and retention: CEO cash comp remains modest vs peers by design, with equity as the primary alignment tool; however, Mr. Adams’ direct beneficial ownership is relatively small at 0.34% of shares outstanding, which may limit absolute “skin in the game” despite significant option exposure .
- Potential selling pressure windows: Multiple legacy option tranches expire in 2025–2027 (and beyond), creating decision points that can drive Form 4 activity around expiry/vest dates, subject to blackouts and trading policy .
- Change‑in‑control economics: Double‑trigger protection with 24 months’ salary plus average bonus may modestly increase deal‑completion certainty from management’s perspective without being excessive in cash terms for a micro/small‑cap biotech .
- Governance quality: Separation of Chair/CEO, all‑independent key committees, and frequent executive sessions support board oversight and mitigate dual‑role risks from CEO/director status .
- Program risk posture: Anti‑hedging policy and independent compensation oversight reduce misalignment risks; absence of disclosed clawback language in the cited sections is a gap relative to evolving best practices .