Sara R. May
About Sara R. May
Dr. Sara R. May, age 47, is an independent director of MDCX and a member of the Audit Committee since 2024. She joined the Board in June 2024 and brings a multidisciplinary background spanning governance, quality and compliance, clinical trial management, environmental consulting, and data analytics; she holds a B.Sc. (Honours) in Botany & Plant Genetics (University of Guelph) and a Ph.D. in Evolutionary Genetics (Queen’s University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beacon Environmental | Senior Terrestrial Ecologist & Geomatics Manager | 2012–present | Environmental consulting leadership in regulated industries |
| FV Pharma Inc. | President | 2018–2020 | Led operations at a start-up public cannabis company |
| FSD Pharma Inc. | Senior Vice President | 2020–2022 | Led enterprise-wide transformation from cannabis to boutique pharma/drug development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FV Pharma Inc. | Director | 2018–2020 | Board governance contributor |
| Cannara Biotech | Director | 2019–2020 | Chair, Compensation Committee; Member, Corporate Governance Committee |
| YMCA Northumberland Charity Board | Director | 2020–2023 | Chair, Finance, Audit & Risk Committee |
| Beacon Environmental | Director | 2023–present | Board member (employee-owned firm) |
Board Governance
- Independence: The Board determined Dr. May is independent under Nasdaq rules; she serves on a Board where six of seven directors are independent. The Lead Independent Director is Robert J. Ciaruffoli .
- Committee assignments: Audit Committee member; independent and financially literate. The Audit Committee Chair is Robert J. Ciaruffoli; Dr. May is not a chair on any committee .
- Audit Committee oversight scope: Includes review of financial statements and disclosures, internal controls and risk management, fraud investigations, auditor selection/independence, and review of related party transactions; minimum four meetings per year and in-camera sessions without management .
- Meeting attendance: Director attendance rates were not disclosed in the proxy; independent directors meet without management as required .
| Committee | Role | Independent? | Financially Literate? | Chair? | Effective Since |
|---|---|---|---|---|---|
| Audit Committee | Member | Yes | Yes | No (Chair: R. Ciaruffoli) | 2024 |
Additional governance context: D&O insurance coverage limit of $10,000,000; premium paid in 2024 was $299,733 .
Fixed Compensation
| Item | Amount/Policy | Notes |
|---|---|---|
| Standard annual Board retainer (non-exec) | $50,000 | Paid quarterly |
| Committee chair fees | $10,000 | Except Audit Chair: $15,000 |
| Lead Independent Director fee | +$10,000 | Applies to Lead Director (Ciaruffoli) |
| Meeting fees | Paid | Board and committee meeting fees are paid; details not itemized in table |
| Dr. May – 2024 fees earned | $30,000 | Partial year; joined June 2024 |
Performance Compensation
| Metric (Directors) | 2024 | Notes |
|---|---|---|
| Option-based awards (grant-date fair value) – Dr. May | $76,051 | Reported in director compensation table |
| Share-based awards (RSUs/DSUs) – Dr. May | – | None reported for 2024 |
| Performance metrics tied to director equity | Not disclosed | Committee may impose performance criteria under plan; not specified for directors in 2024 |
| Vesting schedule – 2024 director awards | Not disclosed | Vesting standards not itemized for directors in 2024 |
Equity Incentive Plan key terms (relevant to directors):
- Options: Exercise price not less than prior-day close; term up to 10 years; vesting schedule determined by the Compensation Committee (can include performance criteria) .
- RSUs: No RSUs may vest for one year from grant; settlement in cash and/or shares at Committee discretion; performance criteria may be used .
RED FLAGS (comp structure): None apparent specific to Dr. May; director pay is retainer plus equity, with no disclosed performance conditions for 2024 awards .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Notes |
|---|---|---|---|
| FV Pharma Inc. | Public (contextual) | Director (2018–2020) | Governance experience |
| Cannara Biotech | Public (contextual) | Director (2019–2020) | Chair, Compensation; member, Corporate Governance |
| Beacon Environmental | Private | Director (2023–present) | Employee-owned; also current employer |
Potential familiarity network:
- Dr. May served as SVP at FSD Pharma (2020–2022) while MDCX’s current CEO, Dr. Raza Bokhari, previously served as CEO of FSD Pharma (2020–2021), indicating prior overlap at the same company. No related-party transaction is disclosed for Dr. May; the Board classifies her as independent .
Expertise & Qualifications
- Governance and board experience across corporate and non-profit boards; committee leadership (Compensation; Finance/Audit/Risk) .
- Multidisciplinary operational expertise: quality assurance/compliance, clinical trial management, environmental consulting, data analytics; direct experience with FDA and Health Canada .
- Financial literacy affirmed by Board for Audit Committee service .
- Education: B.Sc. (Honours), University of Guelph; Ph.D., Queen’s University .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership | 32,500 | Footnote indicates these are underlying stock options currently exercisable |
| % of shares outstanding | ~0.20% | 32,500 / 15,933,444 common shares outstanding as of June 2, 2025 |
| Direct common shares | 0 | Not separately disclosed; footnote attributes entire amount to options |
| Options (exercisable) | 32,500 | Currently exercisable per footnote |
| Pledged shares | Not disclosed | No pledging disclosure specific to Dr. May in proxy |
| Ownership guidelines (directors) | Not disclosed | No director stock ownership guidelines disclosed in proxy sections reviewed |
Governance Assessment
-
Positives for investor confidence:
- Independence and Audit Committee membership with confirmed financial literacy; Audit Committee explicitly oversees related-party transactions—material for MDCX given the RBx Capital management agreement with the CEO’s controlled entity .
- Relevant governance track record (prior chair roles on Compensation and Finance/Audit/Risk committees) and regulator-facing experience (FDA, Health Canada) strengthen board oversight, controls, and compliance orientation .
- Equity alignment via exercisable options (32,500), albeit modest (<1% ownership) .
-
Watch items:
- Limited tenure (joined June 2024) and no disclosed 2024 attendance rates reduce visibility into engagement; Board states independent sessions occur as required .
- Prior working overlap with MDCX’s CEO at FSD Pharma may pose familiarity risk, though the Board has determined independence and no related-party involvement is disclosed for Dr. May .
- No disclosed director stock ownership guidelines; ownership is options-based and modest in size, which may limit “skin in the game” optics despite equity participation .
Overall, Dr. May brings relevant regulatory and governance expertise and serves in a high-leverage oversight role (Audit Committee) that directly addresses MDCX’s related-party risk areas, with independence affirmed by the Board. Continued monitoring of attendance disclosure, ownership build, and committee workload/impact is warranted as her tenure lengthens .