Barry Fishman
About Barry Fishman
Barry Fishman (age 67) is an independent director of Medicus Pharma Ltd. (MDCX) who has served on the Board since September 2023. He is a CPA with a Bachelor of Commerce in Accounting and Finance from McGill University and early career experience with Deloitte in Southern California. Fishman brings executive leadership across branded and generic pharmaceuticals (Eli Lilly, Taro, Teva Canada, Merus Labs) and governance experience in cannabis and pharma; he is a past Chair of the Canadian Generic Pharmaceutical Association (CGPA). The Board cites his qualifications in cannabis and pharmaceutical executive roles as core credentials for his service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VIVO Cannabis Inc. | Chief Executive Officer | 2017–2020 | — |
| Merus Labs | Chief Executive Officer | Not disclosed | Executive leadership in specialty pharmaceuticals |
| Teva Canada | Chief Executive Officer | Not disclosed | Executive leadership in generics |
| Eli Lilly Canada | Vice President of Marketing | Not disclosed | Commercial leadership |
| Taro | Executive role (not specified) | Not disclosed | — |
| Canadian Generic Pharmaceutical Association (CGPA) | Chair (past) | Not disclosed | Industry leadership |
External Roles
| Organization | Role | Exchange/Market | Tenure |
|---|---|---|---|
| Gryphon Digital Mining, Inc. | Director | Nasdaq | 2021–2023 |
| Aurora Cannabis Inc. | Independent Director (prior) | Not disclosed | Not disclosed |
| Canopy Growth Corporation | Independent Director (prior) | Not disclosed | Not disclosed |
Board Governance
- Independence and service: The Board determined Fishman is independent under Nasdaq and Canadian standards; he has served since September 2023 .
- Committee assignments and chair roles:
- Audit Committee: Member; the committee is fully independent and Fishman is financially literate .
- Governance Committee: Chair (independent) .
- Nominating Committee: Member; Dr. Kaiser serves as Chair .
- Committee roster summary (as of the proxy date):
| Committee | Role | Evidence |
|---|---|---|
| Audit Committee | Member | |
| Governance Committee | Chair | |
| Nominating Committee | Member |
- Lead independent director context: Robert J. Ciaruffoli is the Lead Independent Director, assuming Chair duties as needed for conflicts; Dr. Bokhari (CEO) is not independent and is Board Chair .
- Attendance: The proxy sets an expectation that directors attend at least three-quarters of all meetings, and independent directors hold in-camera sessions at each Board meeting; however, individual attendance rates are not disclosed .
- Audit oversight environment: The Audit Committee oversaw changes in independent auditors (MNP resignation; EisnerAmper appointment and subsequent dismissal; KPMG appointment), and its charter includes oversight of related-party transactions and fraud investigations .
Fixed Compensation (Director; FY2024)
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-executive directors) | $50,000 | Paid quarterly |
| Committee Chair Fee (standard) | $10,000 | Governance Committee applies; Fishman is Chair |
| Audit Committee Chair Fee (if applicable) | $15,000 | Not applicable to Fishman (not Chair) |
| Lead Director Fee (if applicable) | $10,000 | Not applicable to Fishman |
| Fees Earned – Barry Fishman (FY2024) | $60,000 | Cash fees reported for 2024 |
Performance Compensation (Director; FY2024)
| Metric | FY2024 |
|---|---|
| Option-based Awards (grant-date fair value) | $30,257 |
| Share-based Awards (RSUs/DSUs) | $0 |
| Performance metrics attached to director equity | Not disclosed (no director-specific performance metrics disclosed) |
Program design: MDCX’s Equity Incentive Plan allows for RSUs and Options within rolling/fixed 10% limits; directors may participate. The plan and compensation discussions emphasize long-term alignment and restrictions on hedging for executives; no director-specific performance metrics are disclosed in the proxy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in the proxy beyond MDCX |
| Prior 5-year public boards | Gryphon Digital Mining, Inc. (Director, 2021–2023, Nasdaq) |
| Other notable prior board roles | Independent director roles at Aurora Cannabis Inc. and Canopy Growth Corporation (dates not disclosed) |
| Potential interlocks/conflicts | None disclosed involving MDCX competitors/suppliers/customers |
Expertise & Qualifications
- CPA; B.Comm. in Accounting and Finance, McGill University; Deloitte alum .
- Executive leadership across branded/generic pharmaceuticals (Eli Lilly, Taro, Teva Canada, Merus Labs) .
- Cannabis sector governance and operating experience; prior CEO at VIVO Cannabis; prior directorships at Aurora and Canopy Growth .
- Financial literacy confirmed for Audit Committee service .
- Past Chair of CGPA, indicating deep generics industry engagement .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership (as of June 2, 2025) | 32,500 shares (includes options exercisable within 60 days) |
| Ownership as % of outstanding | <1% |
| Options exercisable within 60 days | 32,500 |
| Shares/Options pledged as collateral | No pledging disclosure found in proxy |
| Notes on ownership reporting | Director table shows 32,500; beneficial ownership footnote clarifies these are options currently exercisable |
Governance Assessment
- Strengths:
- Independent director with accounting/finance credentials and Audit Committee membership; designated financially literate .
- Governance leadership as Chair of the Governance Committee and member of the Nominating Committee supports board process, succession, and policy oversight .
- Industry breadth across pharma and cannabis enhances sector insight for MDCX’s strategy .
- Watch items / potential investor-alignment considerations:
- Low direct economic ownership (<1%) with beneficial ownership comprised entirely of options exercisable within 60 days, indicating limited “skin-in-the-game” versus significant outright shareholdings (alignment could be improved) .
- Company-level auditor turnover (MNP → EisnerAmper → KPMG from Dec 2024 to June 2025) increases the Audit Committee’s oversight burden; Fishman serves on the committee (a focus area for monitoring, not a conflict per se) .
- Conflicts/related party:
- The Audit Committee Charter requires review of related-party transactions; the proxy provides conflict-of-interest protocols (disclose and recuse). No Fishman-specific related-party transactions are disclosed in the proxy .
RED FLAGS
- Ownership alignment: <1% beneficial ownership, comprised of options rather than substantial direct shareholdings .
- Elevated audit oversight context due to successive auditor changes; ensure continued independence and rigor (committee-level red flag to monitor rather than a Fishman-specific issue) .