Andrew Smith
About Andrew Smith
Andrew Smith, 57, was appointed Chief Operating Officer of Medicus Pharma Ltd. (MDCX), transitioning from a consultant role on or about June 30, 2025; he holds an Executive MBA from INSEAD and an HND in Accounting from Glasgow College of Commerce . He brings three decades of finance/operations leadership across asset management, including CEO of SR Asset Management through its sale in June 2024 and senior roles at Aberdeen Asset Management (Americas COO/Co‑Head; CFO/COO; CCO) . Notable risk disclosure: he filed a personal Chapter 7 bankruptcy on Feb 7, 2025 related to SRAM personal guarantees, discharged May 15, 2025 . Company performance metrics tied to his tenure (TSR, revenue, EBITDA) are not disclosed; MDCX emphasizes base salary and equity participation for executives rather than formulaic performance metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Connor Capital SB, LLC | Consultant & Business Advisor | Apr 2024 – Sep 2024 | Advisory support to investment firm |
| SR Asset Management, LLC (SRAM) | Chairman & Chief Executive Officer | Jan 2017 – Jun 2024 | Led firm through sale in June 2024 |
| Aberdeen Asset Management Inc. | Co‑Head of Americas & Chief Operating Officer | 2014 – 2016 | Led Americas operations |
| Aberdeen Asset Management Inc. | CFO & COO; Chief Compliance Officer (NA Closed‑End Funds) | 2005 – 2013 | Finance and compliance leadership |
| Aberdeen Asset Management Inc. | Vice President, Finance & Administration | 2001 – 2004 | Finance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HazelTree Fund Services | Board member | Current (as of June 2025) | Governance and oversight |
| Code Registry | Advisor | Current (as of June 2025) | Strategic advisory support |
Fixed Compensation
| Element | Amount | Effective Date | Notes |
|---|---|---|---|
| Base Salary | $325,000 | On or about Jun 30, 2025 | Per Employment Agreement upon commencement as COO |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Stock Options | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 100,000 options at $2.60 strike | Vests quarterly over 5 years, contingent on continued service |
Equity Award Details
| Award Type | Shares/Units | Strike/Price | Grant/Agreement Reference | Vesting Schedule | Expiration |
|---|---|---|---|---|---|
| Stock Options | 100,000 | $2.60 | Employment Agreement announced Jun 23, 2025 | Quarterly over 5 years | Not disclosed |
Equity Ownership & Alignment
| Item | Status | Detail |
|---|---|---|
| Total beneficial ownership (common shares) | Not disclosed | Andrew Smith not listed with beneficial holdings as of record date (appointment effective on/around Jun 30, 2025) |
| Ownership % of outstanding shares | Not disclosed | 15,933,444 common shares outstanding as of Jun 2, 2025 (record date context) |
| Vested vs unvested equity | Not disclosed | New option grant subject to 5‑year quarterly vesting |
| Options – exercisable vs unexercisable | Not disclosed | Specific breakdown not disclosed for Smith; plan examples provided for other NEOs |
| Hedging policy | Prohibited | Executives and directors may not hedge company equity |
| Pledging of shares | Not disclosed | No pledging disclosure specific to Andrew Smith in proxy/8‑K |
| Stock ownership guidelines | Not disclosed | No executive ownership guideline disclosure identified |
Employment Terms
| Term | Detail |
|---|---|
| Consultancy start date | May 27, 2025 |
| COO employment start | On or about Jun 30, 2025 |
| Role | Chief Operating Officer |
| Contract length / auto‑renewal | Not disclosed |
| Base salary | $325,000 annually |
| Initial equity grant | 100,000 stock options at $2.60; quarterly vesting over 5 years |
| Bonus eligibility | Not disclosed (company uses discretionary bonus constructs broadly, but no COO‑specific bonus terms disclosed) |
| Severance | Not disclosed (examples for other executives provided; COO not specified) |
| Change‑of‑control | Equity Incentive Plan permits acceleration of option exercisability upon defined “Acceleration Events,” at committee discretion |
| Clawback | Company clawback policy adopted in line with SEC/Nasdaq for erroneously awarded incentive compensation |
| Anti‑hedging | Prohibited for executives/directors |
Compensation Committee Analysis
- Committee composition: Independent directors Robert J. Ciaruffoli, Dr. Larry Kaiser, and chair Frank Lavelle .
- Process: Mix of base salary and equity incentives; reliance on committee discussion without formal formulaic goals; considers company performance, individual contributions, and peer benchmarking; risks mitigated via multi‑year vesting, discretion, anti‑hedging, and equity‑linked pay .
- Plan design: Options and RSUs under a TSXV‑aligned plan; individual annual award limits; amendment restrictions include disinterested shareholder approvals for key changes (e.g., repricing, expiry extensions) .
Performance & Track Record
- Major achievements: Led SR Asset Management to sale in June 2024; extensive operational and compliance leadership at Aberdeen Asset Management across finance and fund operations .
- Controversies/Risk events: Personal Chapter 7 bankruptcy filing (Feb 7, 2025) related to SRAM personal guarantees; discharge granted May 15, 2025 .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay: As an emerging growth company, MDCX is not required to conduct advisory votes on executive compensation or frequency; scaled disclosure applies .
- 2025 meeting results: Shareholders approved auditor appointment, director slate, quorum amendment, SEPA issuance under Nasdaq Rule 5635(d), and Articles amendment regarding Chair removal threshold (no say‑on‑pay proposal) .
Related‑Party Transactions and Red Flags
- Related party transactions with Andrew Smith: None reportable under Item 404(a) disclosed in his appointment 8‑K .
- Anti‑hedging: Prohibited for executives/directors .
- Clawback: Policy in effect per SEC/Nasdaq .
- Option repricing: Restricted; amendments requiring shareholder approval as outlined in the plan .
- Pledging: No pledging disclosure identified for Andrew Smith .
- Auditor changes (governance context): Auditor transitions in late 2024/June 2025; governance oversight by Audit Committee .
Investment Implications
- Retention and alignment: Five‑year quarterly vesting of 100,000 options suggests strong retention design and equity alignment for the COO role; committee can accelerate exercisability in defined change‑of‑control scenarios .
- Near‑term selling pressure: The quarterly vesting cadence creates periodic potential liquidity events once options become exercisable, though anti‑hedging and plan controls reduce risk of misalignment .
- Compensation structure: Absence of disclosed formulaic performance metrics/bonus targets for COO implies emphasis on long‑term equity and committee discretion tied to corporate milestones; investors should monitor future disclosures for any bonus plan adoption or PSU metrics .
- Risk flag: The personal bankruptcy (now discharged) is a reputational consideration; 8‑K confirms no related‑party transactions and formal employment terms, mitigating governance concerns .