Full Press Release Details
STATEMENT OF EXECUTIVE COMPENSATION
(for the year ended September 30,
The following information is presented
in accordance with National Instrument 51-102 - Continuous Disclosure Obligations and Form 51-102F6 - Statement
of Executive Compensation ("Form 51-102F6"), and sets forth compensation for each NEO (as defined below)
and director of ESSA Pharma Inc. ("ESSA" or the "Company") during the financial year ending
September 30, 2018. This Statement of Executive Compensation is dated for reference February 19, 2019.
For the purpose of this "Statement
of Executive Compensation":
Company's board of directors;
"Clarus" means Clarus
Lifesciences III, L.P.
"Common Shares" means
common shares without par value in the capital of the Company;
"Compensation Committee"
means the compensation committee of the Board;
"independent director"
has the meaning given to such term in the listing standards of the Nasdaq;
"Nasdaq" means Nasdaq
Fund Management, LLC;
the Company's existing amended and restated stock option plan, which was approved by the Company's shareholders on
March 28, 2018 and amended by the Board on April 25, 2018;
"Options" mean stock
options to purchase Common Shares;
the Company's existing restricted share unit plan, which was approved by the Company's shareholders on March 28, 2018
and amended by the Board on April 25, 2018;
"RSUs" means restricted
share units of the Company issued under ESSA's RSU Plan;
System for Electronic Document Analysis and Retrieval;
"TSX" means the Toronto Stock Exchange;
"TSXV" means the TSX Venture Exchange.
In this Statement of Executive Compensation, unless otherwise
indicated, all dollar amounts and references to "$" are to US dollars. All references to "C$" are to Canadian
Discussion and Analysis
Named Executive Officers
The following individuals are defined
as "named executive officers" or "NEOs" pursuant to Form 51-102F6 - Statement of
Executive Compensation:
Each of Dr. David Parkinson, President
and CEO, David S. Wood, CFO, Peter Virsik, Executive Vice President and Chief Operating Officer ("EVP & COO"),
Dr. Raymond Andersen, Chief Technology Officer ("CTO"), and Dr. Marianne Sadar, Chief Scientific Officer ("CSO"),
is or was an NEO of the Company during the fiscal year ended September 30, 2018 for purposes of this disclosure.
Summary of Compensation
The following table sets forth all annual
and long-term compensation for services paid to or earned by the named executive officers for the three most recently completed
| Name and Principal Position | Year | Salary ($) | Share- based awards ($) | Option- based awards ($) (1) | Non-equity incentive Plan compensation ($) | Pension Value ($) | All Other Compen- sation ($) | Total Compen- sation ($) | |
| Annual Incentive Plans ($) (2) | Long- term incentive plans ($) | ||||||||
| Dr. David R. Parkinson (3) CEO, President | 2018 2017 2016 | 446,276 436,450 329,532 | n/a n/a n/a | 618,418 (4) 527,526 707,120 | 219,300 nil nil | n/a n/a n/a | n/a n/a n/a | nil nil nil | 1,283,994 963,976 1,036,652 |
| David S. Wood CFO | 2018 2017 2016 | 241,977 227,761 (5) 198,477 (5) | n/a n/a n/a | 144,655 (4) 9,953 70,218 | 103,243 nil 25,539 (5) | n/a n/a n/a | n/a n/a n/a | nil nil nil | 489,875 237,714 294,234 |
| Peter Virsik EVP & COO | 2018 2017 2016 | 371,387 365,000 60,833 | n/a n/a n/a | 360,476 (4) 210,714 32,991 | 146,000 nil nil | n/a n/a n/a | n/a n/a n/a | nil nil nil | 877,863 575,714 93,824 |
| Name and Principal Position | Year | Salary ($) | Share- based awards ($) | Option- based awards ($) (1) | Non-equity incentive Plan compensation ($) | Pension Value ($) | All Other Compen- sation ($) | Total Compen- sation ($) | |
| Annual Incentive Plans ($) (2) | Long- term incentive plans ($) | ||||||||
| Dr. Raymond Anderson CTO and Director | 2018 2017 2016 | nil nil nil | n/a n/a n/a | 108,482 nil nil | 68,268 (5) 11,966 (5) 57,466 (5) | n/a n/a n/a | n/a n/a n/a | 126,325 (5)(6) 85,327 (5)(6) 127,940 (5)(6) | 303,075 97,293 185,406 |
| Dr. Marianne Sadar CSO and Director | 2018 2017 2016 | nil nil nil | n/a n/a n/a | 108,482 nil nil | 147,097 (5) 51,855 (5) 141,749 (5) | n/a n/a n/a | n/a n/a n/a | 142,150 (5)(7) 135,594 (5)(7) 136,072 (5)(7) | 397,729 187,449 277,821 |
| 2018 | 2017 | 2016 | |
| Annual dividends per share | 0% | n/a | 0% |
| Expected stock price volatility | 79.89% | n/a | 72.93% |
| Risk-free interest rate | 2.32% | n/a | 0.63% |
| Expected life of options (in years) | 10 | n/a | 3.58 |
Compensation Discussion and Analysis
The following table and graph compare
the cumulative total shareholder return on C$100 invested in Common Shares of the Company with C$100 invested in the S&P/TSX
Composite Index from January 27, 2015 (the day the Common Shares were listed on the TSXV) to September 30, 2018 (the Company's
most recent financial year end). The below historic shareholder return data is on a post-Consolidation (as defined below) basis,
with the Consolidation being given retroactive effect to the beginning of the comparative period. All dollar amounts are reflected
in Canadian dollars.
| Date | January 27, 2015 | September 30, 2015 | September 30, 2016 | September 30, 2017 | September 30, 2018 |
| ESSA | C$100 | C$191.86 | C$83.72 | C$8.37 | C$4.74 |
| S&P/TSX Composite Index | C$100 | C$87.41 | C$98.48 | C$104.13 | C$107.59 |
The trend in overall compensation paid
to the NEOs over the past four years has generally not tracked the performance of the market price of the Common Shares, nor has
it tracked the S&P/TSX Composite Index during the period. The Company has not included market price targets of the Common Shares
as a component of the Company's Executive Compensation Program (as defined below) and strategy.
Compensation Committee
The Compensation Committee is comprised
of Scott Requadt (Chair), Richard Glickman and Otello Stampacchia. The Compensation Committee is responsible for reviewing the
compensation plans and severance arrangements for management, to ensure they are commensurate with comparable companies. The Compensation
The Compensation Committee members have
the necessary expertise to enable them to make decisions on the suitability of the Company's policies and practices. All
members of the board have significant experience in the pharmaceutical industry and on other boards. Additionally, Richard Glickman
and Scott Requadt have direct experience relevant to their responsibilities on the Compensation Committee as they currently serve,
or have served in the past, on compensation committees of other publicly traded companies and are familiar with remuneration in
ESSA's industry. The Board is satisfied that the composition of the Compensation Committee ensures an objective process for
determining compensation.
Compensation Committee Members
Scott Requadt, Director
Mr. Requadt, LL.B, MBA, has served as
a director of the Company since January 14, 2016. He is currently CEO of Regenerex, Inc., a privately-held company focused on cell
therapy. He was a Managing Director at Clarus Ventures, LLC, a life sciences investment capital fund (now Blackstone Life Sciences)
from 2005 to 2018 and remains a Venture Partner. Mr. Requadt was nominated to the Board of the Company pursuant to certain nomination
rights held by Clarus. Mr. Requadt has over 17 years of operating and investment experience in the pharmaceutical industry. Prior
to joining Clarus in 2005, Mr. Requadt was Director, Business Development of TransForm Pharmaceuticals, and previously practiced
for several years as a mergers and acquisitions attorney at the New York City-based law firm of Davis Polk & Wardwell. Before
that, Mr. Requadt was a law clerk for a senior judge at the Supreme Court of Canada. Mr. Requadt holds a B.Com (Economics &
Finance) from McGill University, an LL.B from University of Toronto and an MBA from Harvard Business School (Baker Scholar). Mr.
Requadt has been involved in multiple Clarus investments spanning both therapeutics and medtech, including Intercept Pharmaceuticals
as well as several research and development risk-sharing collaborations with large pharmaceutical partners. He has previously been
active on the board of directors of AVROBIO Inc., TyRx Inc., Catabasis Pharmaceuticals Inc., Oxford Immunotec Global PLC, Link
Medicine Corp., Biolex Therapeutics Inc., and VBI Vaccines.
Mr. Richard M. Glickman has served as
the Chairman of the Board of the Company since October 2010. As the Chairman of the Board, Mr. Glickman is responsible for the
management of the Board to ensure the Company has appropriate objectives and an effective strategy, and that it is operating in
accordance with a high standard of corporate governance. Mr. Glickman was a co-founder, Chairman and Chief Executive Officer of
Aspreva Pharmaceuticals Inc. ("Aspreva") which was acquired by the Galenica Group for $915 million. Prior to
establishing Aspreva, Mr. Glickman was the co-founder and Chief Executive Officer of StressGen Biotechnologies Corporation. Mr.
Glickman currently serves on the Board of Directors of Correvio Pharma Corp. (formerly Cardiome Pharma Corp.) as a member of the
Compensation and Audit Committees and as its lead independent director. In addition, Mr. Glickman serves as Chairman of the Board
and CEO of Aurinia Pharmaceuticals Inc., as Chairman of the Board of Engene Corporation and as a Director of Vida Pharmaceuticals.
Dr. Glickman has served on numerous biotechnology and community boards, including as a member of the Canadian federal government's
National Biotechnology Advisory Committee, Director of the Canadian Genetic Disease Network, Chairman of Life Sciences B.C. and
a member of the British Columbia Innovation Council. Mr. Glickman is the recipient of numerous awards including the Ernst and Young
Entrepreneur of the Year, a recipient of both BC and Canada's Top 40 under 40 award, the BC Lifesciences Leadership Award
and the Corporate Leadership Award from the Lupus Foundation of America.