Michel Roy
About Michel Roy
Michel Roy is Chief Commercial Officer of Sunshine Biopharma Inc. (SBFM), appointed January 13, 2025, with employment effective January 1, 2025; he is 58 and also serves as CCO of subsidiary Nora Pharma Inc. . Roy holds an EMBA from John Molson School of Business (2010), an M.Sc. from Université de Montréal (1999), and a B.Comm. in Economics from Concordia University (1990) . Company performance context: 2024 TSR was -99.9% (based on a $1.00 investment at 12/31/2022) and net loss was $5.13M; 2023 TSR was 0% and net loss was $4.51M . In 9M 2025, revenues grew 9.7% YoY to $27.73M and net loss was $3.83M, reflecting improved gross profit but higher G&A (including license impairments) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shilpa Medicare Ltd. (Canada operations) | Founder/Leader, Canadian operations | Jul 2020–Nov 2024 | Established Canadian presence for multinational pharma; led BD, licensing, and operational setup |
| Intas Pharmaceuticals Ltd. | VP, Business Development & Sales | 2014–Jun 2020 | Led strategic planning, BD, sales, finance, and regulatory affairs across global markets |
| Various CROs (consulting) | Consultant | Early career | Business development and regulatory-facing experience in international CROs |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | SEC filings provide no disclosure of external public-company directorships for Roy |
Fixed Compensation
| Component | Terms | Amount |
|---|---|---|
| Base Salary | Initial annual base salary (CAD), paid biweekly; reviewed annually; minimum increase is greater of 5% or US CPI | CAD $400,000 |
| Annual Increase Mechanism | Greater of 5% or US CPI; first increase effective Jan 1, 2026 | Policy detail per employment agreement |
| Annual Bonus | Eligible; amount determined at sole discretion of Board | Not specified |
| Benefits | Eligible for stock options, health, life insurance, retirement plans; expense reimbursement per policy | Eligibility stated; award specifics not disclosed |
| Vacation | 3 weeks per year (pro-rated for partial years); reference period May 1–Apr 30 | Policy detail |
| Work Allocation | Devote 90% of time to Nora Pharma Inc. | Role allocation |
| Location & Reporting | Primary location Varennes, Quebec; reports to CEO; regular travel | Employment agreement terms |
Performance Compensation
| Metric/Plan | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Cash Incentive Plan (Under Development) | Not used currently | Not set | Not applicable | Not applicable | Comp Committee considering Net Sales, Net Income, Operating Income; currently not used in executive comp |
| Annual Bonus (Discretionary) | Discretionary | Not set | Not applicable | Determined by Board discretion | No formal metrics tied to payout disclosed |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1 common share as of Oct 17, 2025; less than 1% of outstanding common stock |
| Vested vs. Unvested Shares | No outstanding equity awards disclosed as of Dec 31, 2024; no grants under 2023 Plan to date (as of that date) |
| Options (Exercisable/Unexercisable) | None disclosed for Roy; eligible to participate but no award details provided |
| Shares Pledged as Collateral | No pledging disclosure for Roy in principal shareholders table |
| Ownership Guidelines | Not disclosed in proxy |
| Trading Arrangements | No 10b5-1 or non-10b5-1 arrangements adopted by any officer during Q3 2025 |
Employment Terms
| Term | Provision |
|---|---|
| Start Date & Role | Effective Jan 1, 2025; appointed CCO Jan 13, 2025; also CCO of Nora Pharma Inc. |
| Contract Term | Indefinite |
| Severance (Without Cause) | CAD $500,000 cash plus minimum statutory notice (or pay in lieu) under Quebec law; settlement of all termination claims |
| Severance (Cause) | Termination without notice or compensation if cause (as defined) |
| Non-compete / Non-solicit | Not disclosed in agreement |
| IP & Confidentiality | Broad assignment of IP to company; confidentiality and publication restrictions; survival of IP clauses post-termination |
| Jurisdiction | Province of Quebec; district of Montreal; non-exclusive jurisdiction |
| Change-in-Control (Equity Plan) | 2023 Equity Plan permits Committee discretion to accelerate vesting/cancel/replace awards upon Change in Control; not individual-specific |
| Equity Plan Capacity | 2023 Plan initially 1,661 shares (post splits); amended to 683,000 shares; no grants as of Dec 31, 2024 |
Compensation Committee Analysis
- Committee members: Dr. Rabi Kiderchah (Chair), David Natan, Dr. Andrew Keller; all non-employee/independent per Nasdaq standards .
- 2024 activity: Compensation Committee did not meet separately; determines and approves executive compensation and administers stock plan .
- Policies: Company currently does not use equity compensation in executive pay; Committee exploring Cash Incentive Plan metrics (Net Sales, Net Income, Operating Income) but not yet implemented .
Performance & Track Record
- Company KPIs around Roy’s tenure: 9M 2025 revenues $27.73M (+9.7% YoY), gross profit $9.23M, net loss $3.83M; increased G&A includes $1.62M license impairment reflecting commercialization risk .
- TSR context pre-tenure: 2024 TSR -99.9% (vs $1.00 at 12/31/2022); PEO/NEO compensation had no equity adjustments due to no equity comp usage .
- Strategic background: Led Canadian operations for Shilpa Medicare and BD/Sales for Intas Pharmaceuticals; experience across licensing, regulatory affairs, and commercial execution .
Related Party & Governance Context
- Principal shareholders: CEO holds 130,000 Series B Preferred (1,000 votes per share), centralizing voting control; Roy’s ownership is de minimis .
- Insider Trading policy adopted; filed as exhibit to 2024 10-K .
- Legal proceedings: Company states no material proceedings, though an earnout dispute with former Nora Pharma president is noted without accrual; remaining earnout $295,797 USD as of Q3 2025 .
Investment Implications
- Alignment: Roy’s current skin-in-the-game is minimal (1 common share; no disclosed option/RSU grants), weakening pay-for-performance alignment until equity awards are granted under the expanded 2023 Plan .
- Incentives & metrics: Annual bonus is discretionary with no formalized performance metrics yet; Comp Committee is considering Net Sales, Net Income, Operating Income, but not in use—reduces transparency and predictability of payouts .
- Retention & severance: Indefinite term with defined severance (CAD $500k plus statutory notice) for termination without cause provides moderate protection; absence of non-compete/non-solicit terms could raise post-departure competitive risk in commercial functions .
- Potential equity overhang: Equity plan capacity increased sharply to 683,000 shares with broad change-in-control acceleration discretion—future grants could improve alignment but also create dilution; monitor grant activity to Roy post-2025 .
- Execution risk: 9M 2025 revenue growth is positive, but impairments on product licenses and ongoing net losses point to commercialization and margin risks; Roy’s remit (90% Nora Pharma) places emphasis on lowering COGS and expanding portfolio to reach breakeven per management commentary .
Note: No Form 4 data for Roy and no say-on-pay results were disclosed in the retrieved filings; insider trading arrangements were not adopted in Q3 2025.