Abderrazzak Merzouki
About Abderrazzak Merzouki
Abderrazzak Merzouki is Chief Operating Officer (COO) of Sunshine Biopharma Inc. and serves on the Board of Directors. He was appointed COO and director on February 20, 2015 via 8‑K; the 2025 proxy indicates appointment as director and COO in February 2016. He is 61 years old, holds a Ph.D. in Virology and Immunology from Institut Armand‑Frappier, with post‑doctoral training at the University of British Columbia and BC Centre for Excellence in HIV/AIDS. His scientific background spans gene therapy, recombinant protein production, and biogenerics with 30+ publications and 70 communications. Company TSR since a $1.00 investment at 12/31/2022 was 0% for 2023 and (99.9%) for 2024, while revenues rose from ~$4.35M in FY2022 to ~$34.87M in FY2024; EBITDA and Net Income remained negative.* *
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sunshine Biopharma Inc. | Chief Operating Officer; Director | Feb 2015–present (proxy notes Feb 2016) | Leads operations and scientific programs; dual executive/director role informs governance and oversight |
| École Polytechnique de Montréal (Institute of Biomedical Engineering) | Senior Scientist; Faculty (Dept. of Chemical Engineering) | Jul 2007–Dec 2016 | R&D in plasmid/siRNA therapies; vector design; recombinant protein production |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Self‑employed consultant (biotechnology/pharmacology) | Consultant | Jan 2016–present | Advises on therapeutic protein production and gene therapy (adenoviral, plasmid vectors) |
| University of British Columbia; BC Centre for Excellence in HIV/AIDS | Post‑doctoral Fellow | N/A | Advanced training in virology/immunology supporting translational R&D |
Fixed Compensation
| Year | Base Salary (USD) | Target Bonus % | Actual Bonus (USD) | Notes |
|---|---|---|---|---|
| 2024 | $241,625 | Not disclosed | $45,000 | Paid to COO; company notes no formal performance metrics in comp program |
| 2023 | $252,000 | Not disclosed | $8,000 | Discretionary cash bonus framework; no equity awards outstanding as of 12/31/2024 |
| Employment Agreement (Effective Jan 1, 2024) | Terms |
|---|---|
| Base Salary | C$328,800 (~$230,200 USD) per year; annual increase ≥ 5% or CPI change, whichever is greater |
| Bonus | Annual bonus at Board’s discretion |
| Term | Indefinite |
| Severance | C$2,000,000 (~$1.4M USD) if terminated without cause |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Structure |
|---|---|---|---|---|---|
| Net Sales | Not used | N/A | N/A | Discretionary cash | Company currently does not use financial metrics in executive compensation |
| Net Income | Not used | N/A | N/A | Discretionary cash | Committee considering Cash Incentive Plan; no equity comp used |
The company’s pay‑versus‑performance disclosures state it “currently do[es] not use equity compensation” and does not use Net Income/Net Sales yet for executive compensation determination; bonuses are discretionary.
Equity Ownership & Alignment
| As‑of Date | Shares Beneficially Owned | % Outstanding | Form | Notes |
|---|---|---|---|---|
| Oct 17, 2025 | 59 | <1% | Common | Reported in 2025 DEF 14A |
| Apr 1, 2025 | 59 | <1% | Common | Reported in 2024 10‑K Item 12 |
| Oct 16, 2024 | 59 | <1% | Common | Reported in 2024 DEF 14A |
| Mar 28, 2024 | 116,720 | <1% | Common | Pre‑reverse splits; later 1‑for‑100 (Apr 17, 2024) and 1‑for‑20 (Aug 8, 2024) reduced counts |
- Vested vs unvested shares: Not applicable; no outstanding equity awards as of 12/31/2024 .
- Options (exercisable/unexercisable): None disclosed; no outstanding equity awards as of 12/31/2024 .
- Stock ownership guidelines: Not disclosed in proxy. Insider Trading Policy adopted (filed with 2024 10‑K) .
- Pledging/Hedging: No specific pledging disclosures identified in proxy/10‑K sections cited; Insider Trading Policy governs trading conduct .
Employment Terms
| Provision | Detail |
|---|---|
| Start Date | Appointed COO & Director February 20, 2015 (8‑K); proxy biography references appointment in February 2016 |
| Role Expansion | Also serves as Chief Scientific Officer of subsidiary Nora Pharma per agreement |
| Non‑compete / Non‑solicit | Not disclosed |
| Change‑of‑Control | 2023 Equity Incentive Plan provides optional acceleration/cancellation/substitution of awards upon change in control; no awards to date under plan |
| Clawback | Not disclosed |
Board Governance
- Board Service: Executive officer and director; not standing for re‑election at the 2025 Annual Meeting (five nominees presented exclude Dr. Merzouki) .
- Committee Roles: Audit Committee (Natan—Chair; Keller; Kiderchah), Compensation Committee (Kiderchah—Chair; Natan; Keller), Nominating & Corporate Governance Committee (Keller—Chair; Natan; Kiderchah). Dr. Merzouki (executive) is not listed as a member of these committees .
- Board Leadership: CEO (Dr. Slilaty) serves as Chair; Board acknowledges combined CEO/Chair role and rationale; risk oversight by Board/committees .
- Meetings: Board met once and took 16 unanimous consents in 2024 .
- Independence: Board determined Natan, Keller, Kiderchah are independent under Nasdaq rules; executives (including Merzouki) are not independent .
Director Compensation (2024)
| Director | Cash Fees (USD) |
|---|---|
| Dr. Rabi Kiderchah | $80,000 |
| Mr. David Natan | $80,000 |
| Dr. Abderrazzak Merzouki | $80,000 |
| Dr. Andrew Keller | $80,000 |
| Dr. Steve N. Slilaty | $80,000 |
- Director cash fees increased from $60,000 (2022) to $80,000 (2023) and remained $80,000 in 2024 .
Company Performance Context (Pay‑for‑Performance)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $4,345,603 * | $24,092,787 * | $34,874,283 * |
| EBITDA (USD) | $(8,648,868)* | $(4,636,152)* | $(5,588,594)* |
| Net Income (USD) | $(26,744,440)* | $(4,506,044)* | $(5,134,116)* |
Values retrieved from S&P Global.*
Note: The company disclosed Net Income of $(4,506,044) (2023) and $(5,134,116) (2024) in pay‑versus‑performance tables .
Total Shareholder Return (company‑reported)
| Year Basis | TSR vs $1.00 Invested at 12/31/2022 |
|---|---|
| 2023 | 0% |
| 2024 | (99.9%) |
Compensation Structure Analysis
- Cash‑heavy, low equity risk: No equity awards outstanding as of 12/31/2024; executive pay relies on salary and discretionary cash bonuses, reducing alignment with long‑term equity performance .
- Discretionary bonuses amid losses: Bonuses paid despite negative Net Income and EBITDA; the Compensation Committee is considering, but has not yet implemented, formal financial metrics (Net Sales, Net Income) in a cash incentive plan .
- Guaranteed growth features: Employment agreement provides automatic annual salary increases of ≥5% or CPI, whichever is greater .
- Equity plan capacity increased: 2023 Equity Incentive Plan share reserve increased to 683,000 after two reverse splits, but no grants to date—suggests potential future equity use without current dilution from management awards .
Related Party & Governance Risk Indicators
- Preferred voting stock concentration: CEO purchased 120,000 Series B Preferred shares at $0.10 par in early 2024; each preferred share carries 1,000 votes—consolidating voting control with management .
- Auditor changes: SEC banned prior auditor BF Borgers; company transitioned to Bush & Associates (May 2024), then to M&K CPAS (Sept 2025); Audit Committee reported no disagreements and continued independence oversight .
- Legal proceedings: Proxy states directors/officers not subject to disqualifying proceedings over past ten years .
Compensation Committee Analysis
- Composition: Independent directors—Chair Dr. Rabi Kiderchah; members David Natan and Dr. Andrew Keller .
- Mandate: Approves executive compensation, sets goals/metrics, administers stock plan; committee established in 2022 .
- Consultants/peer group: Not disclosed; no peer group methodology or target percentile in the proxy .
- Say‑on‑Pay: Advisory votes included in 2023 proxy; outcomes not disclosed in the excerpts reviewed .
Investment Implications
- Alignment risk: Merzouki’s beneficial ownership is de minimis (59 shares); absence of equity awards and stock ownership guidelines reduces “skin‑in‑the‑game,” potentially weakening long‑term alignment, though it also limits insider selling pressure near vest dates .
- Retention economics: Indefinite‑term contract with automatic salary escalators and C$2.0M severance for termination without cause suggests strong retention incentives but increases fixed cost burden in a loss‑making context .
- Performance linkage: Discretionary bonuses without formal performance metric frameworks and persistent negative EBITDA/Net Income may produce weak pay‑for‑performance signals until a defined incentive plan is implemented .
- Governance oversight: CEO/Chair dual role persists; committees are independent and exclude executives (including Merzouki), which partially mitigates oversight concerns; Merzouki not standing for re‑election in 2025 reduces potential dual‑role governance friction on the board .
- Trading signals: No scheduled vesting events or option expirations that could create mechanical selling pressure; reverse splits and extreme TSR decline heighten capital structure/liquidity risk awareness for trading strategies .
Appendix: Sources
- Sunshine Biopharma DEF 14A (Oct 23, 2025): governance, executive biographies, compensation, board committees, equity plan, TSR
- Sunshine Biopharma 8‑K (Feb 24, 2015): Merzouki appointment as COO and director
- Sunshine Biopharma 10‑K (Apr 1, 2025): Item 12 ownership table
- Sunshine Biopharma DEF 14A (Oct 17, 2024): director comp, ownership, committee disclosures
- Sunshine Biopharma 10‑K (Mar 28, 2024): Item 12 ownership pre‑splits
S&P Global data used: FY revenues, EBITDA, net income where marked with * * * . Values retrieved from S&P Global.