Michael Woudenberg
InMed PharmaceuticalsAbout Michael Woudenberg
Michael Woudenberg (age 56) is Chief Operating Officer (COO) of InMed Pharmaceuticals (INM). He joined InMed in 2018 and was appointed COO in July 2022, bringing 20+ years of drug development, process engineering, GMP manufacturing, and regulatory inspection experience; he holds a BSc in Chemistry and a Bachelor of Engineering Science (Chemical) from Western University (London, Ontario) . Company context: InMed reported FY2025 net loss of $8.2M and BayMedica revenues of $4.9M (+8% YoY), with plans to advance CMC and pre-IND work for INM-901 in fiscal 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Phyton Biotech, LLC | Managing Director | Not disclosed | Led commercialization/technology transfer of APIs and drug products; extensive regulatory inspection experience . |
| Arbutus Biopharma | Various positions | Not disclosed | Process/formulation development through clinical to validated commercial production . |
| Cardiome Pharma | Various positions | Not disclosed | Development and technology transfer across stages of clinical development . |
| 3M | Various positions | Not disclosed | Process engineering and manufacturing expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| H.C. Wainwright 27th Annual Global Investment Conference | Presenter (Company pipeline updates) | 2025 | Investor engagement; highlighted INM-901 Alzheimer’s data presented at AAIC 2025 . |
Fixed Compensation
| Metric (USD unless noted) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $239,619 | $272,000 | $279,288 |
| Actual Bonus Paid | $47,924 | $54,400 | $55,928 |
| Option-based Awards (Grant-date fair value) | $9,878 | $22,800 | $11,907 |
| Total Compensation | $297,421 | $349,200 | $347,123 |
- Employment agreement: start date September 20, 2018; initial annual base salary C$270,000; increased to C$370,000 (effective July 1, 2023) and C$381,500 (effective July 1, 2024); eligible for discretionary annual bonus; 30 days’ vacation .
Performance Compensation
| Component | Metric/Structure | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Task Achievement (aligned to corporate objectives) | 75% | Target bonus range for execs (non-CEO): 30%–40% of base salary | Not disclosed by individual; actual paid shown above | N/A |
| Annual Cash Bonus | Personal Effectiveness (initiative, problem solving, teamwork, integrity, leadership, etc.) | 25% | Determined annually by management/Board | Not disclosed by individual; actual paid shown above | N/A |
| Equity Awards | Stock options (primary long-term incentive; no RSUs/PSUs disclosed) | N/A | Grants approved by Compensation Committee/Board; equity targeted near 50th percentile of peer data (AON/Radford) | Grant-date fair values per year above | See vesting schedules below |
Equity Ownership & Alignment
- Beneficial ownership (as of Oct 22, 2025): 3,780 shares (0.13%); consists of 1 share owned directly and 3,779 shares issuable from presently exercisable options .
- Hedging policy: Executives and directors are prohibited from hedging or speculating (no short sales, puts/calls) in company securities .
- Ownership guidelines: Executives are “encouraged to increase ownership,” but no explicit multiple-of-salary guideline disclosed .
Outstanding Options (as of June 30, 2025)
| Type | Quantity Exercisable | Quantity Unexercisable | Exercise Price | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| Options | 60 | — | $1,411.03 | 12/15/2025 | 25% every 6 months over 24 months |
| Options | 60 | — | $700.00 | 10/17/2026 | 25% every 6 months over 24 months |
| Options | 10 | — | $505.0035 | 2/22/2027 | 25% every 6 months over 24 months |
| Options | 375 | — | $35.60 | 12/15/2027 | 25% every 6 months over 24 months |
| Options | 1,630 | 1,620 | $7.40 | 12/22/2028 | Equal monthly installments over 36 months |
| Options | 630 | 3,120 | $4.14 | 12/19/2029 | Equal monthly installments over 36 months |
- In-the-money status (reference price): At June 30, 2025, Nasdaq closing price was $3.25; with exercise prices of $4.14, $7.40, $35.60, $700, $1,411.03, all options were out-of-the-money, implying limited near-term exercise/selling pressure at that date .
Employment Terms
| Term | Detail |
|---|---|
| Employment start date | September 20, 2018 |
| Current role | COO (appointed July 2022) |
| Base salary trajectory | C$270,000 initial; C$370,000 effective 7/1/2023; C$381,500 effective 7/1/2024 |
| Bonus eligibility | Annual discretionary bonus, subject to Board/Compensation Committee approval |
| Vacation | 30 days per year |
| Severance (no cause) | 12 months’ base salary plus one month per year beyond 5 years, up to 18 months total, plus Average Bonus Payment; estimated $356,600 if terminated on 6/30/2025 |
| Change-in-control (CIC) | If post-CIC termination without cause or resignation for Good Reason, entitled to CIC Severance Amount (double trigger); for Woudenberg, 18 months’ salary plus Average Bonus Payment; estimated $473,000 if CIC termination on 6/30/2025 |
| “Change in Control” definition | Asset sale; merger/consolidation with ≤51% voting power remaining; acquisition of majority of voting stock; other acquisition (excluding capital raising, domicile change) |
| “Good Reason” definition | Material reduction in responsibilities; reduction in base or target bonus (except across-the-board); relocation >30 km |
| Clawback policy | Company may seek recovery/forfeiture of incentive compensation upon certain restatements; applies to Section 16 officers and contributors to restatements; filed as Exhibit 97.1 |
| Anti-hedging/speculation | Prohibits hedging and speculative trades (short sales, puts/calls) by execs/directors |
| Pension/SERP | No defined benefit plan, deferred contribution plan, deferred compensation plan, or pension plan during FY2025 |
Investment Implications
- Pay-for-performance alignment: Bonus framework is weighted to corporate Task Achievement (75%) and Personal Effectiveness (25%), with exec target bonuses of 30%–40% of salary, linking cash pay to operational milestones while constraining payouts by Company financial position and strategic goal attainment . Equity is delivered via stock options with vesting over 24–36 months, supporting retention and long-term alignment .
- Selling pressure: As of June 30, 2025, all disclosed option tranches are out-of-the-money versus the $3.25 close, suggesting limited forced selling from exercises; short-term insider selling pressure appears low absent price appreciation .
- Ownership alignment: Beneficial ownership is modest (0.13%), primarily via exercisable options; while executives are encouraged to increase ownership, no formal ownership guidelines are disclosed, tempering “skin-in-the-game” optics .
- Retention and CIC economics: Double-trigger CIC protection (18 months’ salary + average bonus) and graduated severance (up to 18 months based on tenure) provide meaningful downside protection—beneficial for continuity but potentially increasing deal-related costs; Good Reason scope is standard, limiting unilateral reductions/relocations .
- Execution record: Woudenberg’s CMC leadership is visible across INM-089 IVT formulation selection and INM-901 Alzheimer’s program progress/presentations, indicating operational advancement in preclinical stages; supports capability in scale-up and regulatory path .