Edward Brennan
About Edward Brennan
Edward Brennan, 65, is Chief Scientific Officer & Head of R&D at Medicus Pharma Ltd. (MDCX) since November 2024, after serving as Chief Medical Officer since September 2023 . He holds a B.S. in Pharmacy (Philadelphia College of Pharmacy and Science) and an M.D. from Temple University School of Medicine, with medical studies at the Royal College of Surgeons in Ireland; he has 25+ years of drug development leadership, including ten INDs at Wyeth and GSK and founding IndiPharm, a CRO acquired by private equity . Performance metrics such as TSR, revenue growth, or EBITDA growth tied to his tenure are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wyeth Ayerst Research | Medical Director | 2000–2003 | Led teams through ten INDs; advanced compounds from pre-candidate selection through clinical trial management |
| GlaxoSmithKline (GSK) | Medical Director | 2003–2007 | Coordinated clinical activities with external partners (Center of Excellence in External Drug Discovery); advanced programs toward approval |
| IndiPharm (global CRO) | Founder/Executive | 2007–2016 | Built full-service global CRO; ultimately acquired by Velocity Fund Partners |
Fixed Compensation
- Base salary: $325,000 per amended CSO agreement effective Dec 2, 2024 ; prior base salary under initial CMO agreement: $295,000 .
- Signing bonus: $75,000 at commencement of employment .
- Bonus structure: Discretionary annual bonus based on CEO-set written milestones; eligible bonus increases from 60% of base in Year 1 to 100% by Year 5 .
- Actual bonus paid: None for 2023 and 2024 (non-equity incentive plan compensation “-”) .
Multi-year NEO compensation summary (Edward Brennan):
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 79,424 | 325,710 |
| Option-based Awards ($) | 39,780 | 40,342 |
| All Other Compensation ($) | 75,000 | 125,000 |
| Total Compensation ($) | 194,204 | 491,052 |
Performance Compensation
- Structure: Equity options and a discretionary cash bonus; no RSUs/PSUs disclosed for Brennan .
Incentive design and outcomes (2024):
| Incentive Type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Discretionary Annual Bonus | CEO-set written performance milestones; company performance/cash availability | Not disclosed | 60% of base in Year 1, ramping to 100% by Year 5 | Not disclosed | $0 (no non-equity incentive plan compensation in 2024) | N/A (cash) |
| Stock Options (time-vested) | Retention via time-vesting; no performance metrics disclosed | N/A | 20,000 options (Dec 17, 2024 grant) at C$3.95 ; 100,000 option plan vesting 25,000/year (from May 23, 2024) | N/A | Option value vested in 2024: $40,342 | Quarterly over one year from Dec 17, 2024 (for 20,000 grant) ; 25,000 per year commencing one year from May 23, 2024 (for 100,000 plan) |
Equity Ownership & Alignment
Beneficial ownership (as of June 2, 2025):
| Item | Value |
|---|---|
| Total shares beneficially owned | 195,500 |
| Ownership % of outstanding | 1.2% |
| Currently exercisable options (included) | 85,000 |
| Currently exercisable public warrants (included) | 24,000 |
Outstanding equity awards (as of Dec 31, 2024):
| Number Exercisable | Number Unexercisable | Exercise Price (C$) | Expiration |
|---|---|---|---|
| 75,000 | 20,000 | 1.16 (exercisable); 3.95 (unexercisable grant) | 10/24/2028 (exercisable); 12/17/2029 (unexercisable grant) |
Additional alignment policies:
- Hedging: Named executive officers are prohibited from hedging company equity (e.g., prepaid forwards, swaps, collars, exchange funds) .
- Clawback: Company adopted an SEC/Nasdaq-compliant clawback policy to recoup erroneously awarded incentive-based compensation for the three completed fiscal years preceding a required restatement .
- Ownership guidelines: Not disclosed.
- Pledging: Not disclosed.
Employment Terms
Key economics and protections:
| Provision | Terms |
|---|---|
| Employment start date | Initial employment agreement effective Sept 1, 2023 (CMO) ; Amended & Restated CSO agreement effective Dec 2, 2024 |
| Contract term | Five-year agreement (both initial and amended) |
| Base salary | $295,000 (initial) ; $325,000 (amended) |
| Annual bonus eligibility | Discretionary; 60% of base in Year 1, increasing to 100% in Year 5 |
| Equity incentives | Discretionary stock option plan at Compensation Committee/Board discretion; must be in active employment to receive |
| Termination without cause (Company) | Two-month notice; six months of base pay paid on regular pay dates; pro rata target bonus for partial year; benefit contributions during notice period; payment of accrued salary, vacation, expenses |
| Resignation (Executive) | May resign upon 60 days’ notice; Company may waive notice with payment of accrued salary, vacation, expenses up to end of 60-day period |
| Change of Control | Immediate vesting of any unvested options (single-trigger equity acceleration) |
| Non-compete & non-solicit | One year post-termination; prohibits competing and soliciting clients; prohibits soliciting employees/officers/agents |
| Clawback | SEC/Nasdaq-compliant clawback on incentive compensation (3-year lookback) |
| Pension/SERP | No pension plan; no pension benefits |
Compensation Committee and Governance Context
- Compensation Committee members: Robert J. Ciaruffoli (Independent), Dr. Larry Kaiser (Independent), Frank Lavelle (Independent; Chair) .
- Committee charter authorizes engagement of independent compensation consultants; responsibilities include bonus plan review, long-term incentive plan administration, peer benchmarking, and executive succession planning .
- Equity Incentive Plan is a “rolling up to 10% and fixed up to 10%” TSXV-compliant plan allowing RSUs and options (administered by Compensation Committee) .
- Compensation risk controls: Time-vesting used as retention; avoidance of narrow performance goals; hedging prohibited; emphasis on multi-year alignment .
Compensation Structure Analysis
- Increase in guaranteed compensation: Base salary increased from $295,000 (initial CMO agreement) to $325,000 (amended CSO agreement) within ~6 months, raising fixed cash compensation .
- At-risk pay mix emphasizes options over cash bonuses: Discretionary bonus structure exists, but no non-equity bonuses paid in 2024; equity option vesting delivered value ($40,342 in 2024) .
- Time-based vesting dominates: Options vest quarterly over one year (Dec 17, 2024 grant) and annually in tranches (100,000 plan), prioritizing retention over performance-linked equity .
- Single-trigger equity acceleration: Unvested options vest immediately upon change of control, potentially incentivizing transaction support and increasing payout sensitivity to M&A .
- Governance protections: Clawback policy in place; hedging prohibited; non-compete/non-solicit for one year post-termination .
- Peer benchmarking process noted but specific peer group composition not disclosed; consultants may be engaged per charter .
Investment Implications
- Alignment: Brennan holds 1.2% including currently exercisable options and public warrants, supporting skin-in-the-game, with hedging prohibited and a clawback overlay .
- Retention vs performance: Pay design relies on time-vested options and discretionary bonuses with no 2024 cash payouts; retention is supported, but lack of explicit performance metrics (TSR/revenue/EBITDA) in incentives limits pay-for-performance visibility .
- Transaction sensitivity: Single-trigger acceleration of unvested options at change of control increases value realization in M&A scenarios, a factor for traders around deal speculation windows .
- Selling pressure windows: Quarterly vesting over one year (Dec 17, 2024 grant) creates periodic option vesting events; monitor Form 4s for exercises/sales near those dates to gauge insider flows .
- Governance oversight: An independent Compensation Committee with authority to engage consultants and a structured equity plan suggests formal processes; however, say-on-pay results and ownership guidelines are not disclosed, leaving gaps in shareholder feedback and minimum ownership policy analysis .