Steve Slilaty
About Steve Slilaty
Steve N. Slilaty, age 73, is President, Chief Executive Officer, and Chairman of Sunshine Biopharma (appointed October 15, 2009). He holds a Ph.D. in Molecular Biology from the University of Arizona (1983) and a B.S. in Genetics and Biochemistry from Cornell University (1976), with a scientific track record spanning gene therapy delivery systems, protease discovery, site-directed mutagenesis, and the TrueBlue cloning technology; more recently, he co-authored work on non-covalent PLpro inhibitors published in J. Med. Chem. (2024) . Under his tenure, 2024 revenue rose to $34.874 million from $24.093 million in 2023 while net losses persisted at $(5.134) million and $(4.506) million, respectively . Pay-versus-performance disclosure shows Total Shareholder Return on a hypothetical $1 investment at (99.9%) for 2024 and 0% for 2023, indicating severe equity value decline during 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Quantum Biotechnologies Inc. (later Qbiogene Inc.) | Founder/Executive | 1991 | Built biotechnology reagents supplier now part of MP Biomedicals family . |
| Genomics One Corporation | Founder; IPO | 1999–2000 | Key participant in Human Genome Project; reached ~$1B market cap in 2000 based on TrueBlue Technology ownership . |
| NRC Canada – Biotechnology Research Institute (Montreal) | Research Team Leader | Not disclosed | Led research teams; foundational scientific work in gene therapy and proteases . |
| Sunshine Biopharma | CEO & Chairman | 2009–present | Scaled Nora Pharma generics business in Canada; pursued proprietary mRNA oncology and PLpro antiviral programs . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various academic and industry collaborations (e.g., University of Arizona; École Polytechnique; SUNY Binghamton; INSA France) | Scientific collaborator/co-inventor | Not disclosed | Patents and publications across gene therapy, proteases, molecular engineering, PLpro inhibitors . |
Fixed Compensation
| Year | Base Salary (USD) | Notes |
|---|---|---|
| 2024 | $386,000 | Indefinite-term employment agreement effective Jan 1, 2024; annual increase at 5% or CPI, whichever is greater . |
| 2024 (prior disclosure) | ~$397,000 (CAD $543,753) | Earlier proxy described base in CAD for a new agreement effective Jan 1, 2024 . |
| 2023 | $378,000 | As reported in executive compensation table . |
| Director Fees (2024) | $80,000 | Paid to all directors including Dr. Slilaty . |
Performance Compensation
| Year | Bonus Paid (USD) | Instrument | Performance Metrics Used | Notes |
|---|---|---|---|---|
| 2024 | $800,000 | Cash (paid to Advanomics Corporation, controlled by Dr. Slilaty) | Committee has considered Net Sales and Net Income; not currently used in program . | No equity awards outstanding at FY-end; plan exists but no grants to date . |
| 2023 | $182,000 | Cash | Metrics considered but not used; Operating Income also referenced for future cash plan . | No equity awards outstanding at FY-end . |
The company discloses it “currently do not use these financial metrics in our executive compensation program” despite consideration of Net Sales, Net Income, and Operating Income; equity compensation has not been used historically .
Equity Ownership & Alignment
| Security | Holdings | % of Class | Voting Power/Notes |
|---|---|---|---|
| Common Stock | 1,911 shares (incl. control of 1,850 via voting agreement with Malek Chamoun dated Oct 20, 2022) | <1% | Voting agreement grants Dr. Slilaty voting control over Chamoun’s 1,850 common shares . |
| Series B Preferred | 130,000 shares | 100% of Series B | Each Series B share carries 1,000 votes; all are held by the CEO, conferring 130,000,000 votes relative to 4,905,945 common outstanding at 2025 record date . |
| Vested vs. Unvested | Not applicable | — | No outstanding equity awards as of Dec 31, 2024 . |
| Hedging/Pledging Policy | Prohibited: derivatives, hedging, margin trading, short selling, options, puts, calls, swaps; pre-clearance required; quarterly blackouts apply . | — | Insider Trading Policy mandates pre-clearance and prohibits trading during blackout periods . |
Employment Terms
| Provision | Term |
|---|---|
| Agreement Term | Indefinite; effective January 1, 2024 . |
| Annual Increase | 5% or CPI, whichever greater . |
| Severance – Without Cause or Good Reason | $14 million cash payment . |
| Severance – Other (e.g., death/disability) | $3 million payment . |
| Change-of-Control (Equity Plan) | Committee may accelerate vesting, cancel awards for cash value, or provide substitute awards; options with exercise price ≥ deal price may be canceled without consideration . |
| 280G/Golden Parachute Tax | Potential 20% excise tax; items may be nondeductible to company . |
| Clawback/Non-compete/Non-solicit | Not disclosed in proxy/10-K; Insider Trading Policy enforcement and certifications are disclosed . |
Board Governance
- Role and independence: Dr. Slilaty serves as CEO and Chairman; the board has no policy separating the roles and asserts he is best suited to chair due to familiarity with the business . Independent directors: David Natan, Andrew Keller, Rabi Kiderchah .
- Committees and Chairs:
- Audit: David Natan (Chair), financial expert; members Andrew Keller and Rabi Kiderchah; no separate audit committee meetings disclosed for 2024 .
- Compensation: Rabi Kiderchah (Chair); members David Natan and Andrew Keller; no separate meetings disclosed for 2024 .
- Nominating & Corporate Governance: Andrew Keller (Chair); members David Natan and Rabi Kiderchah; no separate meetings disclosed for 2024 .
- Board activity: In 2024, the board met once and acted by unanimous consent 16 times; in 2023, actions by unanimous consent occurred 18 times .
- Director compensation: $80,000 cash for each director in 2024; no equity grants; Dr. Slilaty received $80,000 as director .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($) | $24,092,787 | $34,874,283 |
| Net Income ($) | $(4,506,044) | $(5,134,116) |
| TSR on $1 Investment | 0% | (99.9%) |
Major achievements include acquiring Nora Pharma (2022) to scale a Canadian generics platform and publishing PLpro inhibitor research with antiviral efficacy and favorable PK in animal models (2024) . The company disclosed significant Nasdaq listing risks and dilution overhang related to warrant structures, regaining bid-price compliance but under a one-year mandatory panel monitor (2024–2025) .
Compensation Structure Analysis
- Year-over-year mix shift: CEO cash compensation increased to $1,211,587 in 2024 (salary + cash bonus) from $560,000 in 2023, while the company remained loss-making; there were no equity grants outstanding at year-end .
- Equity vs. cash: Sunshine has historically not used equity compensation in executive pay; the 2023 Equity Incentive Plan existed with zero grants as of Dec 31, 2024 .
- Plan capacity expansion: Share reserve increased from 1,661 to 683,000 shares under the 2023 Equity Incentive Plan, signaling potential future equity grants and dilution if utilized .
- Performance metrics: Net Sales and Net Income are considered for a prospective cash incentive plan, but are not currently used; Operating Income is referenced as secondary .
- Related party and entrenchment indicators: 2024 $800,000 CEO bonus paid to Advanomics Corporation (controlled by the CEO); 130,000 Series B Preferred shares (1,000 votes/share) purchased by CEO in 2024, consolidating voting control .
Related Party Transactions
- Series B Preferred Stock: 20,000 shares sold to CEO on Feb 8, 2024 and 100,000 shares on Mar 4, 2024 at $0.10 per share .
- Bonus payments: $800,000 paid to Advanomics Corporation, controlled by the CEO (2024) .
Director Compensation (2024)
| Name | Cash Fees ($) | Stock/Option Awards | Total ($) |
|---|---|---|---|
| Rabi Kiderchah | 80,000 | — | 80,000 |
| David Natan | 80,000 | — | 80,000 |
| Abderrazzak Merzouki | 80,000 | — | 80,000 |
| Andrew Keller | 80,000 | — | 80,000 |
| Steve N. Slilaty | 80,000 | — | 80,000 |
Equity Overhang & Trading Signals
- Warrants outstanding: 12,353,992 Series B Warrants outstanding as of Dec 31, 2024 (exercise price $2.7879, adjusted); 12,226,549 remained after 127,443 were exercised on Jan 3, 2025 . Tradeable and Investor warrants remained outstanding in smaller amounts .
- Listing risks: 2024 Nasdaq delisting notices tied to bid price and warrant structure; company regained bid-price compliance but remains under a one-year monitor; potential future noncompliance could trigger expedited delisting procedures .
Investment Implications
- Alignment and control: CEO’s outsized voting power via 130,000 Series B Preferred shares (1,000 votes each) materially concentrates control, raising governance and independence concerns (CEO also serves as Chairman) .
- Pay-for-performance risk: Cash bonuses increased while TSR collapsed in 2024 and losses widened; performance metrics not yet embedded in pay design—heightened risk of misalignment until a formal metric-based plan is adopted .
- Retention economics: $14 million severance (without cause/good reason) creates significant retention and entrenchment dynamics; change-of-control treatment allows discretionary acceleration, with potential 280G excise tax exposure .
- Dilution/supply overhang: Large outstanding warrant base and newly expanded equity plan share reserve could pressure the stock on exercises or future grants; prior Nasdaq concerns around warrant structures underscore investor-protection scrutiny .
- Trading behavior safeguards: Insider Trading Policy requires pre-clearance, enforces blackout periods, and bans hedging/margin/derivative transactions, reducing opportunistic insider trading but not addressing voting power concentration .