Rabi Kiderchah
About Rabi Kiderchah
Dr. Rabi Kiderchah is an Independent Director of Sunshine Biopharma, Inc. (SBFM), serving since October 2021. He is a licensed physician in Canada with an MD (1998) and B.Sc. (1994) from the University of Montreal; age 52 in the 2025 proxy and 51 in the 2024 proxy . He is currently the Chair of the Compensation Committee and serves on the Audit and Nominating & Corporate Governance Committees; the company categorizes him as a “non-employee” and “outside” director under relevant rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argenteuil Hospital (Lachute, Quebec) | Emergency Room Physician | 2000 – Aug 2021 | Medical operations role; no SBFM committees |
| Rabi Kiderchah Medecin Inc. | Freelance Physician | Aug 2011 – present | Independent practice; no SBFM committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy biographies . |
Board Governance
- Committee assignments:
- Compensation Committee: Chair (independent; non-employee/outside director) .
- Audit Committee: Member (three independent directors; did not meet separately in 2024) .
- Nominating & Corporate Governance Committee: Member (did not meet separately in 2024) .
- Board and committee activity:
- Board met once and took action by unanimous consent 16 times in 2024 .
- Audit, Compensation, and Nominating & Corporate Governance Committees reported no separate meetings in 2024 .
- Independence:
- Identified as independent; Compensation Committee comprised solely of independent directors .
- Voting and control context (governance risk backdrop):
- CEO (Dr. Steve N. Slilaty) holds 130,000 Series B Preferred shares, representing 100% of that class; each preferred share carries 1,000 votes, indicating significant control concentration .
Committee Roles and Activity
| Committee | Members | Chair | 2024 Separate Meetings | Key Duties |
|---|---|---|---|---|
| Compensation | R. Kiderchah; D. Natan; A. Keller | R. Kiderchah | None | Approves executive comp goals, base salary & incentives; administers stock plan . |
| Audit | D. Natan; A. Keller; R. Kiderchah | D. Natan | None | Oversees financial reporting, auditor selection, internal controls . |
| Nominating & Corporate Governance | A. Keller; D. Natan; R. Kiderchah | A. Keller | None | Board composition, director recruitment, governance principles . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Director annual cash retainer (Fees Earned or Paid in Cash, $) | $60,000 | $80,000 | $80,000 |
| Stock awards ($) | None | None | None |
| Option awards ($) | None | None | None |
| Meeting/committee chair fees | Not disclosed | Not disclosed | Not disclosed |
Notes:
- The company disclosed no outstanding equity awards as of Dec 31, 2023 and Dec 31, 2024 .
- Director compensation increased from $60,000 in 2022 to $80,000 in 2023; maintained at $80,000 in 2024 .
Performance Compensation
- No director performance-based compensation disclosed (no equity grants or option awards; no director bonuses) .
- Company-level compensation framework indicates the Compensation Committee has been considering performance metrics for executives (not directors), but currently does not use them in the compensation program .
Compensation Committee Performance Metrics (Executive Program Consideration)
| Metric | Status | Period(s) |
|---|---|---|
| Net Sales | Considered; not currently used | 2023–2024 |
| Net Income | Considered; not currently used | 2023–2024 |
| Operating Income | Next most important; not currently used | 2023–2024 |
Other Directorships & Interlocks
- No other public company boards or interlocks for Dr. Kiderchah are disclosed in proxy biographies .
- No related-party transactions disclosed involving Dr. Kiderchah; related-party equity transactions noted involve the CEO’s Series B Preferred purchases in 2024 .
Expertise & Qualifications
- Licensed physician (Canada); clinical emergency medicine and rural coverage (“médecins dépanneurs”) .
- Education: B.Sc. (1994), MD (1998), University of Montreal .
- Board qualifications emphasized via committee leadership (Compensation Chair) and independent status .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date |
|---|---|---|---|
| Rabi Kiderchah (Common) | 1 | Less than 1% (“*”) | Oct 17, 2025 |
Footnote: “*” = Less than 1% as disclosed; base outstanding 4,905,945 common shares .
Insider Trades (Form 3/4/5)
| Filing Date | Form Type | Transaction Date | Securities Owned After | SEC URL |
|---|---|---|---|---|
| 2021-12-16 | Form 3 | 2021-10-31 | 325,000 Common [Insider-Trades] | https://www.sec.gov/Archives/edgar/data/1402328/000112873221000007/0001128732-21-000007-index.htm |
Notes:
- Initial Form 3 at appointment reported 325,000 common shares; current beneficial ownership (2025 proxy) reflects 1 share, consistent with significant capital structure changes over time [Insider-Trades] .
Governance Assessment
- Strengths:
- Independent director; serves as Compensation Committee Chair and member of Audit and Nominating & Corporate Governance Committees .
- Board disclosed committee charters and governance codes; no family relationships among directors/officers .
- Concerns / RED FLAGS:
- Committee engagement: All three committees reported no separate meetings in 2024; may indicate limited formal oversight cadence .
- Ownership alignment: Extremely low current director share ownership (1 share) reduces “skin-in-the-game” alignment for independent directors .
- Control concentration: CEO holds 100% of Series B Preferred (130,000 shares; 1,000 votes per share), implying disproportionate voting control relative to common shareholders—an investor confidence risk factor .
- Compensation structure: Director pay entirely cash with no equity; company states it does not use equity compensation, limiting long-term alignment with shareholders .
- Signals:
- Election support: At the Dec 10, 2024 annual meeting, Dr. Kiderchah received 130,076,086 votes “FOR,” with 40,400 “WITHHELD,” indicating strong holder support in aggregate .
- Audit oversight: Audit Committee performs standard auditor oversight and reporting responsibilities, though no separate meetings occurred in 2024 .
Overall, Dr. Kiderchah’s independence and committee leadership are positives, but committee meeting frequency (none separately in 2024), minimal director share ownership, and CEO voting control via preferred stock present governance risks that could affect investor confidence .