Raza Bokhari
About Raza Bokhari
Dr. Raza Bokhari (age 58) is Executive Chairman and Chief Executive Officer of Medicus Pharma Ltd. (MDCX) and has served in these roles since September 2023; he holds an M.D. (University of Punjab, Rawalpindi Medical College) and an Executive MBA (Temple University Fox School of Business) . The proxy and filings emphasize his prior pivot of FSD Pharma to clinical-stage R&D and capital raising (~$100M), but MDCX does not disclose CEO pay-for-performance metrics (e.g., TSR, revenue or EBITDA growth) tied to his compensation; the business remains development-stage with an accumulated deficit of approximately $34.0 million as of March 31, 2025 . He is not considered independent (dual role Executive Chairman and CEO); MDCX has a Lead Independent Director and independent board committees .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Medicus Pharma Ltd. | Executive Chairman & CEO | Sep 2023–present | Leads development of SkinJect microneedle doxorubicin candidate; Phase 2 IND submitted Jan 2024 and updated July 2024 . |
| FSD Pharma (Nasdaq: HUGE) | Executive Chairman & CEO | 2020–2021 | Pivoted company from medicinal cannabis to clinical-stage pharma R&D; NASDAQ listing Jan 2020; raised nearly $100M institutional capital . |
| Akers Biosciences (now MYMD) | Director | 2015 | Appointed to board; Form 3 filed; no securities reported at appointment . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| World Affairs Council of Philadelphia | Vice Chairman | Not disclosed | Non-profit leadership . |
| Temple University – Fox School of Business | Chairman, Executive Advisory Committee (former) | Not disclosed | Philanthropy: $1M gift; named 2018 Centennial Honoree . |
| The Franklin Institute; Foreign Policy Research Institute | Trustee (former) | Not disclosed | Civic board service . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | — (not disclosed) | — (not disclosed) |
| Target bonus (%) | — (not disclosed) | — (not disclosed) |
| Actual cash bonus paid ($) | — (not disclosed) | — (not disclosed) |
| RBx management fee paid by MDCX (proxy note) | $400,000 (aggregate paid to RBx in 2023) | $1,623,316 (aggregate paid to RBx in 2024; reimbursable salaries $125k/month through Nov 2024, then $100k in Dec) |
Notes: Dr. Bokhari provided CEO services via RBx Capital, LP under a management agreement; NEO table shows no direct CEO salary or cash bonus reported; company paid RBx a monthly fee for management services .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Option-based awards (grant date fair value $) | 132,601 | 100,856 |
| Share-based awards ($) | — | — |
| Non-equity incentive plan compensation ($) | — | — |
| Value of option awards vested during year ($) | — | 100,856 |
Outstanding and recent equity awards (CEO)
| Instrument | Quantity | Exercise price | Expiration | Vesting | Status/notes |
|---|---|---|---|---|---|
| Stock options | 250,000 | C$1.16 | 10/24/2028 | Vested | Exercisable (Form 3 shows vested) |
| Stock options (granted 12/17/2024) | 50,000 | C$3.95 | 12/17/2029 | Vests quarterly in 4 equal installments over 1 year from 12/17/2024 | Unvested/vesting schedule specified |
| Public warrants (Bokhari Trust) | 144,000 | $4.64 | 11/15/2029 | N/A | Acquired in IPO by the Bokhari Trust of which Bokhari is a trustee |
Notes on vesting cadence and potential selling pressure: 50,000 options vest quarterly over one year from Dec 17, 2024 (i.e., four equal tranches), potentially creating periodic liquidity windows; company imposes scheduled blackout periods and prohibits short sales and hedging .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,068,173 shares; approximately 6.6% of outstanding common shares (as of June 2, 2025) . |
| Included in beneficial ownership | 793,173 shares held by RBx Capital, LP (controlled by Bokhari) and 275,000 options currently exercisable . |
| Warrants | 144,000 public warrants at $4.64 (Bokhari Trust) . |
| Vested vs. unvested | 250,000 options vested/exercisable; 50,000 options vesting quarterly over one year from 12/17/2024 . |
| Hedging/shorting | Prohibited for directors, officers, employees; blackout periods enforced; prohibition on short sales and derivative transactions in company securities . |
| Pledging | No specific executive share pledging disclosure identified in the proxy/10-K . |
| Ownership guidelines | No executive stock ownership guideline disclosure identified . |
Employment Terms
| Term | CEO arrangement |
|---|---|
| Structure | Management Agreement with RBx Capital, LP (provides Bokhari as CEO and other management services) . |
| Fees | $125,000/month through Nov 2024; reduced to $100,000/month in Dec 2024; total paid to RBx in 2024: $1,623,316; 2023: $970,740 . |
| Term/auto-renewal | Not disclosed in DEF 14A . |
| Severance/termination | Not disclosed for CEO in DEF 14A; CFO/CSO have defined severance; CEO falls under plan-level equity terms . |
| Change-of-control (equity) | Equity Incentive Plan allows committee to accelerate vesting and permit immediate exercise upon “Acceleration Event” (takeover, merger, sale of all/substantially all assets, etc.) . |
| Non-compete/Non-solicit | Not disclosed for CEO; CFO and CSO subject to one-year non-compete and non-solicit post-termination . |
| Clawback | Company has Nasdaq-compliant clawback policy covering incentive compensation received in the three completed fiscal years preceding a restatement; applies to executive officers . |
Board Governance (role, independence, committees)
- Role: Executive Chairman and Chief Executive Officer; not independent by virtue of management position .
- Lead Independent Director: Robert J. Ciaruffoli serves as Lead Independent Director; majority-independent board; independent directors meet without management as required .
- Committee roles: Member of the Corporate Disclosure Committee (Chair: Ciaruffoli). Not listed as a member of Audit, Compensation, Nominating, or Governance Committees .
- Director pay: Executives who also serve as directors receive no additional director compensation .
Director Compensation (context)
- 2024 non-executive director compensation: $50,000 annual retainer; committee chair fees ($10,000; Audit Chair $15,000); Lead Director additional $10,000; option awards provided to directors (values disclosed) .
- Executive directors (incl. Bokhari) receive no additional pay for board service .
Related Party Transactions (governance red flags, alignment)
| Date/Period | Counterparty | Description | Amount/Terms |
|---|---|---|---|
| 2023–2024 | RBx Capital, LP (controlled by Bokhari) | Management Agreement to provide CEO and other services; reimbursable salaries adjusted from $125k/month to $100k/month in Dec 2024; additional expenses reimbursed | Paid to RBx: $1,623,316 (2024) and $970,740 (2023); reimbursable salaries paid: $1,300,000 (2024) and $400,000 (2023) . |
| May 3, 2024 | RBx Capital, LP | Subscribed to convertible notes (10% due 2025) | $300,000 principal (later converted into equity) . |
| Nov 15, 2024 | Bokhari Trust | Invested in IPO units (shares + public warrants) | $594,000 for 144,000 units; warrants at $4.64 expiring Nov 15, 2029 . |
Compensation Structure Analysis (pay-for-performance lens)
- Cash vs equity mix: CEO reported no base salary or cash bonus; compensation consists of option awards, while MDCX pays a material monthly fee to RBx for CEO and other services, complicating pay-for-performance alignment assessment .
- Performance metrics: MDCX discloses no explicit CEO bonus metrics; Compensation Committee philosophy highlights alignment via long-term equity and discretion to avoid short-termism, but no quantified KPI targets (e.g., revenue, EBITDA, TSR) are disclosed for CEO .
- Equity vehicles: CEO awards are stock options; 50,000 options vest quarterly over one year (lower retention risk than multi-year RSUs/PSUs), with plan-level acceleration possible on change-of-control .
- Clawback/hedging controls: Nasdaq-compliant clawback policy; prohibition on hedging/short selling and set blackout windows mitigate misalignment and trading-risk concerns .
Performance & Track Record (MDCX context under Bokhari)
- Development-stage status with no disclosed revenue or EBITDA metrics tied to CEO incentives; accumulated deficit approximately $34.0 million as of March 31, 2025 .
- Strategic milestones: advanced SkinJect program (Phase 2 IND protocol filed Jan 2024; updated July 2024) .
Say-on-Pay & Shareholder Feedback
- 2025 Annual & Special Meeting (July 22, 2025): Shareholders approved auditor appointment and other proposals; board nominees (including Bokhari) received ~99.8% support. No say‑on‑pay advisory vote was presented .
- Governance amendment: Shareholders approved amending Articles to increase the threshold to remove the Chairman of the Board to at least 75% of the board (entrenchment risk consideration) .
Compensation Committee (oversight snapshot)
- Composition: Independent directors Robert J. Ciaruffoli, Dr. Larry Kaiser, and Chair Frank Lavelle .
- Mandate highlights: reviews CEO/senior exec goals; recommends comp; oversees equity plans; evaluates risk of comp programs; retains discretion on incentive programs and considers long-term alignment .
Risk Indicators & Red Flags
- Dual role (Executive Chairman + CEO) and non-independence; mitigated in part by Lead Independent Director and independent committees .
- Related-party management agreement with RBx (controlled by Bokhari) with significant fees; active oversight by Audit Committee is critical .
- Change to removal threshold (75% of board) for Chairman may raise governance entrenchment concerns .
- Material weaknesses in internal control over financial reporting as of Dec 31, 2024 (disclosure controls not effective); remediation in progress .
- Equity acceleration on change-of-control under plan could create incentives around M&A timing .
Investment Implications
- Alignment: Bokhari has significant “skin in the game” (6.6% beneficial ownership including RBx-held shares and vested options) and additional warrants via Bokhari Trust, but the RBx management agreement and absence of disclosed CEO cash bonus metrics complicate straightforward pay-for-performance alignment; governance scrutiny on related-party arrangements is warranted .
- Trading/overhang: Quarterly vesting of 50,000 options through late 2025 and 144,000 warrants (exercisable at $4.64, expiring Nov 2029) represent potential supply overhang; blackout and anti‑hedging policies mitigate some timing risks .
- Retention/CoC: No CEO-specific severance disclosed; equity plan permits change-of-control acceleration—favorable to retention around strategic transactions but may raise entrenchment/negotiation optics .
- Governance risk: Dual role and the 75% Chairman removal threshold, plus identified ICFR weaknesses, argue for a governance discount until remediation and enhanced disclosure (including CEO-specific employment/bonus metrics) are evident .
Citations: All bracketed references (e.g., **[1997296_0001062993-25-012273_formdef14a.htm:17]**) refer to document_id:chunk_idx from company filings and disclosures accessed above.