DEF 14A 1 def14a1021_inmed.htm PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

______________________________________

SCHEDULE 14A

______________________________________

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
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☒		Definitive Proxy Statement
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☐		Soliciting Material under §240.14a-12

INMED PHARMACEUTICALS INC.

_________________________________________________________________________________________________

(Name of Registrant as Specified In Its Charter)

_________________________________________________________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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INMED PHARMACEUTICALS INC.

NOTICE OF ANNUAL GENERAL MEETING

AND

MANAGEMENT INFORMATION CIRCULAR

OCTOBER 28, 2021

INMED PHARMACEUTICALS INC.
Suite 310 – 815 West Hastings St.
Vancouver, British Columbia V6C 1B4

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

TAKE NOTICE that the annual general meeting (the “Meeting”) of the shareholders (the “Shareholders”) of INMED PHARMACEUTICALS INC. (“InMed” or the “Company”) will be held virtually on Friday, December 17, 2021 at 2:00 p.m., Pacific Standard Time, for the following purposes:

1. to receive the audited consolidated financial statements of the Company, together with the auditor’s report thereon, for the year ended June 30, 2021;

2. to elect five (5) directors of the Company named in the accompanying Proxy Statement and Management Information Circular to hold office until the next annual meeting of the Company or until their successors are duly elected;

3. to appoint KPMG LLP as the auditor/independent registered public accounting firm of the Company for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors; and,

4. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

This year, as part of its corporate social responsibility in response to COVID-19, and in order to mitigate potential risks to the health and safety of its shareholders, employees, communities and other stakeholders, the Meeting will be held in virtual only format, which will be conducted via telephone conference. You will not be able to attend the Meeting in person.

Registered Shareholders and validly appointed proxyholders may attend the meeting by calling either +1 (914) 987-7959, or +1 (855) 605-1745 (toll-free in Canada and the United States). Participants will be prompted for the conference ID number 6164365. The live audio webcast of the Meeting will begin promptly at 2:00 p.m. Pacific Standard Time. Online access to the audio webcast will open 15 minutes prior to the start of the Meeting. We encourage you to access the meeting in advance of the designated start time. Beginning 15 minutes prior to and during the Meeting, we will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. Registered Shareholders who attend the virtual meeting will have an equal opportunity to participate at the Meeting, regardless of their geographic location.

As permitted by Canadian securities regulators, the Company has elected to use notice-and-access provisions under National Instrument 54-101 and National Instrument 51-102 (“Notice and Access Provisions”) for this Meeting. Notice and Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to shareholders of the Company (“Shareholders”) by allowing the Company to post the Information Circular and any additional materials online. Under Notice and Access Provisions, instead of receiving printed copies of the Meeting materials, Shareholders will receive a Notice-and-Access notification containing details of the Meeting date, login particulars and purpose, as well as information on how they can access the Meeting materials electronically. Shareholders will also receive a form of Proxy (for registered shareholders) or a Voting Instruction Form (for beneficial shareholders), allowing each shareholder to submit their vote by proxy.

Accompanying this Notice of Meeting is an Information Circular, a form of Proxy, and a financial statements request card whereby shareholders can request to be added to the Company’s supplemental mailing list. The Information Circular provides more detailed information relating to the matters to be addressed at the Meeting and forms part of this Notice. The Information Circular is available at www.inmedpharma.com, at www.sec.gov and under the Company’s profile on SEDAR at www.sedar.com. Any shareholder who wishes to receive a paper copy of the Information Circular should contact the Company by telephone: +1 (604) 669 7207.

The board has fixed the close of business on October 28, 2021 (the “Record Date”) for the determination of shareholders who are entitled to receive notice of, and to vote at, the Meeting or any adjournment or postponement thereof. Shareholders who are unable to or who do not wish to attend the Meeting by telephone conference as provided above are requested to read, date and sign the accompanying proxy and deliver it to Computershare Investor Services Inc. (“Computershare”). If a shareholder does not deliver a proxy to Computershare by 2:00 p.m. (Pacific Standard Time)

on December 15, 2021 (or at least 48 hours, excluding Saturdays, Sundays and holidays, before any adjournment or postponement of the meeting at which the proxy is to be used) then the shareholder will not be entitled to vote at the Meeting by proxy. The time limit for deposit of proxies may be waived or extended by the Meeting Chair at his or her discretion without notice.

To Vote Your Shares in Advance of the Meeting:

Shareholders are urged to vote by proxy in advance of the Meeting to help ensure that the vote will be represented at the Meeting. Shareholders can vote using a Proxy (for registered shareholders) or a Voting Instruction Form (for beneficial shareholders) by one of the following alternative methods, not later than 2:00 p.m. (PST), on December 15, 2021, being the proxy cut-off date for the Meeting, whether or not the shareholders plan to attend the Meeting:

BY INTERNET:		www.investorvote.com
BY TELEPHONE:		1-866-732-VOTE (8683) Toll Free Registered Shareholders 1-866-734-VOTE (8683) Toll Free NOBO Holders
BY MAIL:		Computershare Investor Services Inc., Proxy Dept. 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1 CANADA

DATED at Vancouver, British Columbia, October 28, 2021.

BY ORDER OF THE BOARD

(signed) Eric A. Adams
President & CEO

INMED PHARMACEUTICALS INC.
Suite 310 – 815 West Hastings St.
Vancouver, British Columbia V6C 1B4

PROXY STATEMENT AND
MANAGEMENT INFORMATION CIRCULAR

unless otherwise noted, as at October 28, 2021

THE MEETING

This proxy statement and management information circular (the “Information Circular”) is furnished in connection with the solicitation of proxies by the management of InMed Pharmaceuticals Inc. for use at the annual general meeting (the “Meeting”) of its shareholders to be held on December 17, 2021 at the time and place and for the purposes set forth in the accompanying notice of the Meeting.

In this Information Circular, references to “the Company,” “InMed,” “we,” and “our” refer to InMed Pharmaceuticals Inc. “Common Shares” or “Shares” means common shares without par value in the capital of the Company; “Shareholders” means holders of Common Shares; “Beneficial Shareholders” means Shareholders who do not hold Common Shares registered in their own name; “Registered Shareholders” means Shareholders which are registered holders of Common Shares; and “Intermediaries” refers to brokers, investment firms, clearing houses and similar entities that own securities on behalf of Beneficial Shareholders.

No person is authorized to give any information or to make any representation other than those contained in this Information Circular and, if given or made, such information or representation should not be relied upon as having been authorized by the Company. The information contained herein is given as of October 28, 2021, except as otherwise indicated. The delivery of this Information Circular shall not, under any circumstances, create an implication that there has not been any change in the information set forth herein since the date of this Information Circular.

All dollar amounts in this Information Circular are in United States dollars unless specifically otherwise indicated. Unless the context otherwise requires, all references to the “Meeting” in this Information Circular include all adjournments and postponements thereof.

voting INFORMATION

InMed’s management is using this Information Circular to solicit proxies from Shareholders for use at the Meeting.

Solicitation of Proxies

The solicitation of proxies will be primarily by mail, but InMed’s directors, officers and regular employees may also solicit proxies personally or by telephone. InMed will bear all costs of the solicitation, including the printing, handling and mailing of the Meeting materials. InMed has arranged for Intermediaries to forward the Meeting materials to beneficial owners of InMed held of record by those Intermediaries and InMed may reimburse the Intermediaries for their reasonable fees and disbursements in that regard.

Appointment of Proxyholders

The individuals named in the accompanying form of proxy (the “Proxy”) are directors or officers of InMed. If you are a Shareholder entitled to vote at the Meeting, you have the right to appoint an individual or company other than either of the individuals designated in the Proxy, who need not be a Shareholder, to attend and act for you and on your behalf at the Meeting. You may do so either by striking out the name of the persons named in the Proxy and inserting the name desired of that other individual or company in the blank space provided in the Proxy or by completing and delivering another suitable form of proxy.

The only methods by which you may appoint a person as proxy are submitting a proxy by mail, internet, or fax.

Voting by Proxyholder

If a Shareholder specifies a choice for a matter in the Proxy, and if the Proxy is duly completed and delivered and has not been revoked, the individuals named in the Proxy will vote, or withhold voting, the Common Shares represented thereby in accordance with the choice you specify on any ballot that may be called for. The Proxy confers discretionary authority on the individuals named therein with respect to:

• each matter or group of matters identified therein for which a choice is not specified;

• any amendment to or variation of any matter identified therein; and

• any other matter that properly comes before the Meeting.

In respect of a matter for which a choice is not specified in the Proxy, the individuals named in the Proxy will vote Common Shares represented by the Proxy for the approval of such matter.

Registered Shareholders

If you are a Registered Shareholder, you may wish to vote by proxy whether or not you attend the Meeting. If you wish to submit a Proxy, you must complete, date and sign the Proxy, and then return it to InMed’s transfer agent, Computershare Investor Services Inc. before 2:00 p.m. (PST) on Wednesday, December 15, 2021, or, if the Meeting is adjourned or postponed, the day that is two business days before any reconvening thereof at which the Proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law. The Chairman of the Meeting may waive the proxy cut-off without notice.

Beneficial Shareholders

The following information is of significant importance to Shareholders who do not hold Common Shares in their own name. Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders.

If Common Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Common Shares will not be registered in the Shareholder’s name on the records of InMed. Such Common Shares will more likely be registered under the names of the Shareholder’s broker or an agent of that broker.

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients.

Materials are being sent to both Registered Shareholders and Beneficial Shareholders. There are two kinds of Beneficial Shareholders — those who object to their names being made known to the issuers of securities which they own (called OBOs for Objecting Beneficial Owners), and those who do not object (called NOBOs for Non-Objecting Beneficial Owners). If you are a Beneficial Shareholder and InMed or its agent has sent these materials directly to you, your name and address and information about your holdings of Common Shares have been obtained in accordance with applicable securities regulatory requirements from the broker or other Intermediary who holds Common Shares on your behalf.

InMed is taking advantage of National Instrument 54-101 — Communications with Beneficial Owners of Securities of a Reporting Issuer, which permits it to deliver proxy-related materials indirectly to its NOBOs and OBOs. If you are a Beneficial Shareholder and InMed or its agent has sent these materials directly to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the broker or other Intermediary your Common Shares on your behalf. As a result, NOBOs and OBOs can expect to receive Meeting materials from their Intermediaries via Broadridge Financial Solutions Inc. (“Broadridge”), including a voting information form (“VIF”). Beneficial Shareholders should follow the instructions in the VIF to ensure that their Common Shares are voted at the Meeting. The VIF or form of proxy will name the same individuals as InMed’s Proxy to represent you at the Meeting. You have the right to appoint a person (who need not be a Shareholder of InMed) other than the individuals designated in the VIF, to represent you at the Meeting. To exercise this right, you should insert the name of your desired representative in the blank space provided in the VIF. The completed VIF must then be returned in accordance with the instructions in the VIF. Broadridge then tabulates the results of all instructions received and completed in accordance with the instructions provided in the VIF and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting. If you receive a VIF from Broadridge, you cannot use it to vote Common Shares directly at the Meeting — the VIF must be completed and returned in accordance with its instructions, well in advance of the Meeting in order to have your Common Shares voted.

Although as a Beneficial Shareholder you may not be recognized directly at the Meeting for the purposes of voting Common Shares registered in the name of your broker, you, or a person designated by you, may attend at the Meeting as proxyholder for your broker and vote your Common Shares in that capacity. If you wish to attend the Meeting and indirectly vote your Common Shares as proxyholder for your broker, or to have a person designated by you do so, you should enter your own name, or the name of the person you wish to designate, in the blank space on the VIF provided to you and return the same in accordance with the instructions provided in the VIF, well in advance of the Meeting.

Alternatively, you can request in writing that your broker send you a legal proxy which would enable you to attend the Meeting and vote your Common Shares.

In accordance with the requirements of NI 54-101 and SEC Rule 14a-16, the Company is using notice-and-access to send proxy-related materials for use in connection with the Meeting to Beneficial Shareholders using the “indirect” sending procedures set out in NI 54-101 and SEC Rule 14a-16. Accordingly, the Company has distributed copies of the Notice of Internet Availability or, if a Beneficial Shareholder has so requested, proxy materials, in connection with the Meeting to Broadridge to deliver, on behalf of the Intermediaries, to each non-registered Shareholder.

Revocation of Proxies

In addition to revocation in any other manner permitted by law, a Registered Shareholder who has given a Proxy may revoke it (a) by executing a proxy bearing a later date, (b) by executing a valid notice of revocation (where a new proxy is not also filed), or (c) personally attending the Meeting and voting the Registered Shareholder’s Common Shares.

A later dated proxy or notice of revocation must be executed by the Registered Shareholder or the Registered Shareholder’s authorized attorney in writing, or, if the Registered Shareholder is a corporation, under its corporate seal by an officer or attorney duly authorized, and delivered to the Proxy Department, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1, or to the address of the registered office of InMed at Suite 310 – 815 West Hastings St., Vancouver, British Columbia, V6C 1B4.

A later dated proxy must be received before 2:00 p.m. (PST) on Wednesday, December 15, 2021, or, if the Meeting is adjourned or postponed, the day that is two business days before any reconvening thereof at which the Proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law.

A notice of revocation must be received before 2:00 p.m. (PST) on Wednesday, December 15, 2021, or, if the Meeting is adjourned or postponed, the last business day before any reconvening thereof at which the Proxy is to be used, or to the chair of the Meeting on the day of the Meeting or any reconvening thereof, or in any other manner provided by law.

Only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must, in sufficient time in advance of the Meeting, arrange for their Intermediaries to change the vote and, if necessary, revoke their proxy.

A revocation of a proxy will not affect a matter on which a vote is taken before the revocation.

Voting Securities and Principal Holders of Voting Securities

Record Date, Quorum and Outstanding Shares

The record date for determining persons entitled to receive notice of and vote at the Meeting is October 28, 2021. Only Shareholders of record as of the close of business on October 28, 2021 are entitled to receive notice of and vote or grant proxies to vote at the Meeting, or any adjournment(s) or postponement(s) thereof, in the manner and subject to the procedures described in this Information Circular and Proxy. Two persons who hold not less than 33⅓% of the issued and outstanding shares of the Company entitled to vote at the Meeting must be present, in person or by proxy, for the transaction of business of the Meeting. This is the quorum for the Meeting. Abstentions and broker non-votes are included in the calculation of the number of votes considered to be present at the Meeting for purposes of determining a quorum.

Registered Shareholders or proxyholders representing shareholders participating in the Meeting virtually will be considered to be present in person at the Meeting for the purposes of determining quorum. In the absence of a quorum, the Meeting will be adjourned in accordance with the Company’s articles.

At the close of business on October 28, 2021, 14,137,034 Common Shares of InMed were issued and outstanding.

Each Shareholder is entitled to one vote per Common Share held on all matters to come before the Meeting. Common Shares of InMed are the only securities of InMed which will have voting rights at the Meeting.

Vote Required

Proposal 1 does not require an approval and therefore there is no voting standard for this proposal. With respect to Proposal 2, assuming the existence of a quorum, the director nominees receiving a plurality of the votes of the holders of Common Shares present in person or by proxy at the meeting and entitled to vote on the election of directors will be elected directors. With respect to Proposal 3, the affirmative vote of a simple majority of the Common Shares present, either in person or represented by proxy, and entitled to vote at the Meeting is required to decide such matter. All votes will be tabulated by the inspector of election appointed for the Meeting, who will separately tabulate affirmative and negative votes, abstentions, withheld votes and broker non-votes. Abstentions represent a shareholder’s affirmative choice to decline to vote on a proposal and withheld votes represent a shareholder’s affirmative choice to decline to vote for a particular director nominee or the ratification of the appointment of KPMG LLP as the auditor. Properly executed proxy cards that are marked “abstain” or “withhold” on any proposal, as applicable, will be treated as abstentions for that proposal.

Broker non-votes occur when a broker or nominee holding shares for a beneficial owner does not vote on a non-routine proposal because the broker or nominee has not received voting instructions from the beneficial owner and does not have discretionary voting power with respect to such proposal. A broker or other nominee holding shares for a beneficial owner may generally vote on routine matters, but not non-routine matters, without receiving voting instructions. The uncontested election of directors (Proposal 2) is considered a non-routine matter. The ratification of the appointment of the independent registered public accounting firm (Proposal 3) is considered a routine matter. If your shares are held by a broker or nominee and you do not provide such voting instructions, your shares will not be voted FOR Proposal 3. Please provide instructions to your brokers or nominee on how to vote your shares. Any Shares represented at the Meeting but not voted (whether by abstention, broker non-vote or otherwise) will have no impact on any matters to be acted upon at the Meeting.

COMPANY STRUCTURE

InMed was incorporated under the British Columbia Business Corporations Act. InMed has undergone a number of corporate name changes since its incorporation, most recently changing its name to InMed Pharmaceuticals Inc. on October 6, 2014.

The Common Shares of the Company are listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “INM”.

The financial year end of the Company is June 30. The reporting currency of the Company is the United States dollar.

InMed’s head office is located at Suite 310 – 815 West Hastings St., Vancouver, British Columbia V6C 1B4 and its registered office is located at 2500 – 700 West Georgia Street, Vancouver, British Columbia V7Y 1B3.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

No director or executive officer of the Company, nor any person who has held such a position since the beginning of the last completed financial year of the Company, nor any associate or affiliate of any of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors except as otherwise set out herein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except for compensation arrangements for our directors and executive officers, which are described elsewhere in this circular, there have been no related party transactions in our two most recently completed financial years that required disclosure under any applicable Canadian or U.S. securities laws.

Indemnification Agreements

Our Articles contain provisions limiting the liability of directors and provide that we will indemnify each of our directors and officers to the fullest extent permitted under law. In addition, we have entered into an indemnification agreement with each of our directors and our Chief Financial Officer, which requires us to indemnify them.

Policies and Procedures for Transactions with Related Persons

We have adopted a written policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our common shares and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related person transaction with us without the approval or ratification of our Board or our audit committee. Any request for us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of our common shares, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and such person would have a direct or indirect interest, must be presented to our Board or our audit committee for review, consideration and approval. In approving or rejecting any such proposal, our Board or our audit committee is to consider the material facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.

Indebtedness of Directors and Officers

No current or former director, officer or employee of the Company, or any associate of any such individual, is, or was at any time during the most recently completed financial year, indebted to the Company, nor is any indebtedness of any such person to another entity the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company.

PRINCIPAL HOLDERS OF COMMON SHARES OF INMED

The table below sets forth information known to us regarding the beneficial ownership of our common shares as of October 28, 2021 for:

• each person we believe beneficially holds more than 5% of our outstanding common shares;

• each of our directors and NEOs; and

• all of our directors and executive officers as a group.

The number of common shares beneficially owned by a person includes shares subject to options held by that person that are currently exercisable or that become exercisable within 60 days of October 28, 2021. Percentage calculations assume, for each person and group, that all common shares that may be acquired by such person or group pursuant to options currently exercisable or that become exercisable within 60 days of October 28, 2021 are outstanding for the purpose of computing the percentage of common shares owned by such person or group. However, such unissued common shares described above are not deemed to be outstanding for calculating the percentage of common shares owned by any other person.

Except as otherwise indicated, the persons in the table below have sole voting and investment power with respect to all common shares shown as beneficially owned by them, subject to community property laws where applicable. We do not know of any arrangement, the operation of which may at a subsequent date result in a change in control of us.

Name and Address of Beneficial Owner	Number of Common Shares Beneficially Owned	Percentage of Common Shares Beneficially Owned (%)*
Five Percent Shareholders:
N/A

NEOs and Directors:
Eric A. Adams, MIBS(1)	336,142	2.3	%
Adam Cutler(2)	39,425	**
William J. Garner, MD(3)	37,152	**
Andrew Hull(4)	58,364	**
Catherine Sazdanoff, JD(5)	14,183	**
Bruce Colwill(6)	61,136	**
Alexandra Mancini(7)	69,014	**
All other executive officers as a group(8)	112,332	**
All executive officers and directors as a group (9 persons)	727,748	4.9	%

____________

* Based on 14,137,034 common shares outstanding on October 28, 2021

** Less than 1%

(1) Eric A. Adams’ beneficial ownership consists of 36,283 common shares owned directly, 284,924 common shares issuable pursuant to presently exercisable options, and 14,935 common shares owned by his spouse. Mr. Adams disclaims beneficial ownership in the 14,935 common shares held by his spouse;

(2) Adam Cutler’s beneficial ownership consists of 39,425 common shares issuable pursuant to presently exercisable options;

(3) William J. Garner’s beneficial ownership consists of 33,364 common shares issuable pursuant to presently exercisable options and 3,788 common shares owned by his spouse. Mr. Garner disclaims beneficial ownership in the 3,788 common shares held by his spouse;

(4) Andrew Hull’s beneficial ownership consists of 18,939 common shares owned directly and 39,425 common shares issuable pursuant to presently exercisable options;

(5) Catherine Sazdanoff’s beneficial ownership consists of 14,183 common shares issuable pursuant to presently exercisable options;

(6) Bruce Colwill’s beneficial ownership consists of 6,515 common shares owned directly and 54,621 common shares issuable pursuant to presently exercisable options;

(7) Alexandra Mancini’s beneficial ownership consists of 6,061 common shares owned directly and 62,953 common shares issuable pursuant to presently exercisable options;

(8) The beneficial ownership of all other executive officers as a group consists of 1,803 common shares owned directly and 110,529 common shares issuable pursuant to presently exercisable options.

PARTICULARS OF MATTERS TO BE ACTED UPON

PROPOSAL 1: PRESENTATION OF FINANCIAL STATEMENTS

The Company’s audited consolidated financial statements for the fiscal year ended June 30, 2021, including the related management’s discussion and analysis and auditors report will be presented to Shareholders at the Meeting. No vote will be taken with respect to the audited annual financial statements and receipt of the audited annual financial statements will not constitute approval or disapproval of any matters referred to therein. These documents are available under the Company’s profile on SEDAR at www.sedar.com, at www.sec.gov, the Company’s website at www.inmedpharma.com, and copies may be obtained from the Company upon request.

PROPOSAL 2: ELECTION OF DIRECTORS

The Board presently consists of five (5) directors. The Board is nominating five (5) individuals to stand for election as directors at the Meeting.

The term of office of each of the present directors expires at the Meeting. The Board of Directors of the Company proposes to nominate the persons named below for election as directors of the Company at the Meeting. In accordance with the Articles of the Company, each director elected will hold office until the next annual general meeting of the shareholders of the Company or until their successor is duly elected or appointed, unless such office is earlier vacated in accordance with the Articles or such director becomes disqualified to act as a director pursuant to the British Columbia Business Corporations Act.

Except where authority to vote on the Election of Directors is withheld, unless otherwise indicated, the named proxyholders will vote “FOR” the election of each of the proposed nominees set forth above as directors of the Company.

The following table and notes thereto sets forth the name of each person proposed to be nominated by the Board of Directors for election as a director, the municipality in which they are ordinarily resident, all offices of the Company now held by them, the period of time for which they have been a director of the Company, and the number of common shares beneficially owned by them, directly or indirectly, or over which they exercise control or direction, as at the date hereof:

Name and Address of Nominee and Present Position with Company	Principal Occupation During the Last Five Years	Director Since	Number of Approximate Voting Securities(1)
Catherine Sazdanoff(3)(4)(5)(6) Illinois, USA Director	President & CEO, Sazdanoff Consulting LLC (January 2015 – present); Chief Business Development Officer (February 2021-present) & Chief Compliance and Legal Officer (February 2019-present), Strata Oncology; Chief Business Officer, Strata Oncology (May 2016 – September 2017); Vice President, Head of Corporate Projects, Takeda Pharmaceuticals (October 2012 – January 2015).	July 1, 2019	22,091 options
Adam Cutler(3)(4)(6) New York, USA Director	CFO of Q32 Bio (July 2021 – present); CFO of Molecular Templates, Inc. (November 2017 – July 2021); SVP, Corporate Affairs-Arbutus Biopharma (March 2015 – November 2017);	November 23, 2015	39,425 options
William J. Garner(3)(5)(6) Puerto Rico Director	Founder & Director of Tryp Therapeutics (August 2019 – present); Founder and Director of GeneTether Inc. (February 2018 – present); Managing Director of EGB Ventures (2002 – present); Director of Race Oncology (July 2016 – 2020); Director of Isla Pharmaceuticals (March 2017 – 2020).	June 13, 2016	3,788 Common Shares(7) 33,364 options
Andrew Hull(3)(4)(5)(6) Illinois, USA Director	Vice President of Global Alliances, Takeda Pharmaceuticals (April 2014 – April 2018); Chairman, Illinois Biotechnology Industry Organization (2 terms); former member of Kenyon College Board of Trustees; Director of Zucara Therapeutics (March 2019 – March 2020).	September 12, 2016	18,939 Common Shares 39,425 options
Eric. A. Adams(2) British Columbia, Canada President & CEO Director	President and CEO of InMed (June 16, 2016 – present).	June 16, 2016	36,283(8) Common Shares 472,424 options

____________

(1) Voting securities beneficially owned, directly or indirectly, or over which control or direction is exercised.

(2) Not an independent director because he is an executive officer of InMed.

(3) Independent director.

(4) Denotes member of the Audit Committee. Mr. Cutler is currently the Chair of the Audit Committee. All
members of the Audit Committee are independent.

(5) Denotes member of the Compensation Committee. Mr. Hull is currently the Chair of the Compensation Committee. All members of the Compensation Committee are independent.

(6) Denotes member of the Nominating & Governance Committee. Ms. Sazdanoff is currently the Chair of the Nominating & Governance Committee. All members of the Nominating & Governance Committee are independent.

(7) The 3,788 common shares are owned by his spouse. Mr. Garner disclaims beneficial ownership in the 3,788 common shares held by his spouse.

(8) Includes 14,935 common shares owned by his spouse. Mr. Adams disclaims beneficial ownership in the 14,935 common shares held by his spouse.

Profile of the Board

Catherine A. Sazdanoff (Age: 65)

Ms. Sazdanoff, who joined our Board effective July 1, 2019, is a 35-year veteran of the global pharmaceutical industry and currently serves as President and CEO of Sazdanoff Consulting LLC, founded in 2014, where she works with healthcare companies on strategy and corporate/business development. She also serves as Chief Business Development Officer and Chief Compliance and Legal Officer for Strata Oncology, Inc., having worked with Strata in other roles since 2016. Prior to Sazdanoff Consulting, Ms. Sazdanoff held various global VP roles in corporate/business development and finance at Takeda Pharmaceuticals, where she joined in 2006. Prior to Takeda, Ms. Sazdanoff served in senior management positions at Abbott Laboratories from 1984 until 2015, including litigation, commercial and transactional legal roles, marketing, compliance, and business development. At both Takeda and Abbott, she completed numerous transformational deals. Ms. Sazdanoff is a Director of Meridian Bioscience and of Vascugen, Inc. She earned a BA degree from the University of Notre Dame and a JD degree from Northwestern University School of Law. Ms. Sazdanoff makes valuable contributions to the Board based on her over 30 years of experience in various legal, compliance, commercial and business development roles with leading pharmaceutical companies. Ms. Sazdanoff has been a director of the Company since July 2019.

Adam Cutler (Age: 47)

Mr. Cutler is currently Chief Financial Officer at Q32 Bio, a biotechnology company. Prior to joining Q32 Bio in 2021, Mr. Cutler was Chief Financial Officer at Molecular Templates, which he joined in 2017. Previously, he was Senior Vice President of Corporate Affairs at Arbutus Biopharma from 2015 until 2017 and, prior to that, was Managing Director at The Trout Group LLC from 2012 until 2015, where he executed financings and advised a wide range of life science companies on investor relations, business development, and capital raising strategies. Mr. Cutler spent almost 12 years as a sell-side analyst with firms including Credit Suisse, Canaccord Genuity, JMP Securities, and Bank of America Securities. He also worked in healthcare consulting as an Analyst at The Frankel Group and a Consultant for Ernst & Young LLP. Mr. Cutler holds a Bachelor of Arts degree in Economics from Brandeis University. Mr. Cutler previously served as a Director of Navidea Biopharmaceuticals, Inc. Mr. Cutler makes valuable contributions to the Board based on his over 20 years of experience in the global healthcare industry, where he successfully held senior leadership positions in various roles from equity research, corporate affairs and strategy, investor relations and consulting. Mr. Cutler has been a director of the Company since November 2015.

William J. Garner, MD, Chairman of the Board (Age: 55)

Dr. Garner is a biotech industry entrepreneur with over 25 years’ experience. In 2002, he founded EGB Ventures, where he has focused on advancing technologies and companies to significant value inflection points, leading to monetization of assets via licensing, M&A or IPO transactions. Dr. Garner served as Non-Executive Chairman and Founder of Race Oncology from 2016 to 2020 and as Founder and Chairman at Isla Pharmaceuticals from 2017 to 2020. He is currently a Founder and Director of Tryp Therapeutics and of GeneTether Inc. In addition, he has held Chief Executive Officer positions with a public company in the US and a public company in Australia. Dr. Garner brings additional medical affairs experience from his tenure at Hoffmann LaRoche’s oncology division in 1999. Prior to Roche, Dr. Garner was a healthcare merchant banker in New York City. He has a Master of Public Health from Harvard and earned his M.D. at New York Medical College. Dr. Garner trained in Anatomic Pathology at Columbia-Presbyterian and is currently

a licensed physician in the State of New York. Dr. Garner makes valuable contributions to the Board based on his extensive director-level and executive management experience, as well as his medical background. Mr. Garner has been a director of the Company since June 2016.

Andrew Hull (Age: 58)

Mr. Hull most recently served as Vice President of Global Alliances for Takeda Pharmaceuticals from 2014 to 2018, where he was responsible for maximizing the success of Takeda’s growing number (40+) of commercial and research and development partnerships with many of the industry’s leading pharmaceutical and biotech companies. In previous roles, he led marketing and commercial development of Takeda’s U.S. portfolio of over $3 billion. Additionally, he held positions of increasing responsibility at Immunex and Abbott Laboratories. Mr. Hull received a Bachelor’s Degree in Biology from Kenyon College in 1985. He also recently served as a member of the Board of the Illinois Biotechnology Industry Organization, where he served two terms as Chairman, and recently was a member of the Kenyon College Board of Trustees. Mr. Hull recently served as a Director of Zucara Therapeutics. Mr. Hull makes valuable contributions to the Board based on his over 30 years of experience in various commercial and business development roles with leading pharmaceutical and biotech companies. Mr. Hull has been a director of the Company since September 2016.

Eric A. Adams (also President, CEO) (Age: 58)

Mr. Adams is a seasoned biopharmaceutical executive with over 30 years’ experience in company and capital formation, global market development, mergers and acquisitions, licensing and corporate governance. Mr. Adams has been our President and Chief Executive Officer, and a Director of InMed since 2016. During the period from 2011 to 2016, Mr. Adams served as a mentor and senior consultant to several biopharmaceutical and innovative technology companies. He previously served as Chief Executive Officer and Director at EnGene Inc. between 2004 and 2011. Prior to EnGene, he held senior roles in global market development with QLT Inc., Advanced Tissues Science Inc., Abbott Laboratories, and Fresenius AG. He is a dual citizen of Canada and the United States and holds a Master of International Business degree from the University of South Carolina and a Bachelor’s degree in Chemistry from the University of Southern Indiana. Mr. Adams makes valuable contributions to the Board based on his extensive international business development experience in a wide range of disease categories and contributions to growing several organizations across the pharmaceutical and medical device arenas.

Majority Voting Policy

The Board has adopted a policy (the “Majority Voting Policy”) providing for majority voting in Director elections at any meeting where an “uncontested election” of Directors is held. An “uncontested election” means an election where the number of nominees for election as Directors is equal to the number of Directors to be elected.

Pursuant to the Majority Voting Policy, the forms of proxy circulated in connection with a meeting of Shareholders at which an election of Directors is conducted will provide Shareholders with the ability to vote in favour of, or to withhold from voting for, each Director nominee. If the number of proxy votes withheld for a particular Director nominee is greater than the votes in favour of that nominee, the Director nominee is required to submit his or her resignation to the Chair of the Board of Directors. Following receipt of a resignation, the Governance Committee will consider whether to accept the offer of resignation and recommend to the Board of Directors whether or not to accept it. Absent exceptional circumstances, the Board of Directors will accept the resignation of the Directors in question and will, in any case, publicly disclose a decision within 90 days following the applicable meeting of Shareholders. If a resignation is accepted, the Board of Directors may, in accordance with the Company’s Articles and the British Columbia Business Corporations Act, appoint a new director to fill the vacancy created by the resignation, reduce the size of the Board of Directors, leave the vacancy open, call a special meeting to fill the vacancy, or any combination of the foregoing. In the event that any Director who received a greater number of proxy votes withheld than votes in favour of such Director’s election does not tender his or her resignation in accordance with the Majority Voting Policy, they will not be re-nominated by the Board of Directors.

Policies and Terms of Reference

In addition to the Majority Voting Policy, the Board has adopted an Auditor Services Pre-Approval Policy, an Insider Trading Policy, Corporate Disclosure Policy, Related Person Transaction Approval Policy, Code of Conduct, Whistle Blower Policy and Terms of Reference for the Board, Chair of the Board, Audit Committee, and Compensation Committee, the text of each of which can be found on the Company’s website at https://www.inmedpharma.com/about/corporate_governance/.

Corporate Cease Trade Orders, Bankruptcies, Penalties, Sanctions or Individual Bankruptcies

To the knowledge of the Company, no nominees for election as a director of the Company:

a) is at the date of this Information Circular, or has been, within 10 years before the date of this Information Circular, a director, chief executive officer or chief financial officer of any company (including the Company) or has been, or acted in that capacity for a company that:

(i) was subject, to a cease trade or similar order or an order that denied the relevant company access to any exemptions under securities legislation, that was in effect for a period of more than 30 consecutive days (collectively, an “Order”); when such Order was issued while the person was acting in the capacity of a director, chief executive office or chief financial officer of the relevant company; or

(ii) was subject to an Order for that was issued after such person ceased to be a director, chief executive officer or chief financial officer of the relevant company, and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive office or chief financial officer of the relevant company; or

b) is, as at the date of this Information Circular, or has been within 10 years before the date of the Information Circular, a director or executive officer of any company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

c) has, within the 10 years before the date of this Information Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director; or

d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or

e) has been subject to any penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director.

Shareholders’ Proposals for the 2022 Annual Meeting

Any proposals of holders of common shares intended to be presented pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”) at the annual meeting of shareholders to be held in 2022 must be received by the Company, addressed to the Secretary of the Company at Suite 310 – 815 West Hastings St., Vancouver, British Columbia V6C 1B4, by August 19, 2022 to be considered for inclusion in the Company’s proxy statement and form of proxy related to such meeting. After August 19, 2022, notice to the Company of a shareholder proposal submitted otherwise than pursuant to Rule 14a-8 will be considered untimely, and the person named in proxies solicited by the Board of Directors of the Company for its 2022 annual meeting may exercise discretionary authority voting power with respect to any such proposal as to which the Company does not receive timely notice.

Communications with the Board of Directors

Individuals may communicate with the Company’s Board by submitting a letter addressed to the member or members of the Board to whom the communication is directed, care of the Company’s Secretary, at Suite 310 – 815 West Hastings St., Vancouver, British Columbia, V6C 1B4. All such communications, other than unsolicited commercial solicitations or communications, will be forwarded to the appropriate director or directors for review.

Director Independence

Our Board has undertaken a review of its composition, the composition of its committees and the independence of current directors and considered whether any current director has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that each of our directors (other than Mr. Adams) is “independent” as that term is defined under the applicable rules of the SEC and NASDAQ and Canadian securities laws. In addition, our Board has determined that the directors who comprise our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, satisfy the independence standards for those committees established by applicable SEC and NASDAQ rules and Canadian securities laws.

Leadership Structure

Our Company currently separates the roles of Chief Executive Officer and Chairman of the Board. The Board believes that having an independent, non-executive chairman increases the independent oversight of the Company and enhances the Board’s objective evaluation of our CEO; provides our CEO with an experienced sounding board in the Chairman; and, provides an independent spokesperson for the Company.

Eric A. Adams was appointed to the role of Chief Executive Officer and President in June 2016. Mr. Adams has been with the Company for five years and has been a key player in driving the Company’s growth including of its research and development programs, strengthening the leadership team, implementing capital strategy and ensuring effectiveness of operations. The Board believes Mr. Adams’ primary role should be to lead and manage the day-to-day operations of the Company.

William Garner, MD was appointed Chair of the Board (the “Chair”) in March 2018. The Chair is expected to organize the Board activities to enable the Board to effectively guide, oversee and hold management accountable. To fulfill that role, the Chair is expected to create and maintain an effective working relationship with the Chief Executive Officer and other members of the Board; provide the Chief Executive Officer on-going direction as to Board needs, interests and opinions; and ensure that the Board agenda is appropriately directed to the matters of greatest importance to the Company. The Chair is expected to preserve the distinction between management and oversight, ensuring that management develops a corporate strategy and the Board reviews and expresses its views on the corporate strategy. In addition, the Chair’s roles include but are not limited to the following: (i) advising the Chief Executive Officer as to an appropriate schedule of Board meetings, (ii) seeking to ensure that the directors can perform their duties responsibly while not interfering with on-going Company operations, (iii) approving, with the Chief Executive Officer, an agenda and the meeting schedules for the Board of Directors and Board Committee meetings, (iv) advising the Chief Executive Officer as to the quality, quantity and timeliness of the information submitted to the Board by the Company’s management for the directors to perform their duties, (v) calling meetings of the directors, and (vi) acting as the principal liaison between the directors and the Chief Executive Officer on sensitive issues.

Risk Management

Our Board plays an active role, as a whole and also at the committee level, in overseeing the management of our risks. Our Board is responsible for general oversight of risks and regular review of information regarding our risks, including operational risks. The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. The Audit Committee is responsible for overseeing the management of risks relating to credit, liquidity, accounting matters and financial reporting. The Nominating and Corporate Governance Committee is responsible for overseeing the management of risks associated with the independence of our Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through discussions from committee members about such risks.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is appointed by the Board to ensure that the Board is appropriately constituted to meet its fiduciary obligations to the Company and its stockholders. The Nominating and Corporate Governance Committee assists in monitoring and shaping the corporate governance of the Company

and assists the Board in connection with Board nominations matters. The Nominating and Corporate Governance Committee evaluates the structure and membership of the Board and its committees and assesses the qualifications of prospective nominees to the Board. In evaluating director candidates, the Nominating and Corporate Governance Committee considers factors it deems relevant, including, at a minimum, each member and nominee’s general understanding of marketing, finance, accounting, research and development, business development or other elements relevant to the success of a publicly traded company in the current business environment, understanding of our business on an operational level, integrity, education and professional background, and willingness to devote time to the Board’s duties.

In addition, the Nominating and Corporate Governance Committee evaluates each individual in the context of the Board as a whole, with the objective of recommending individuals that can best perpetuate the success of our business and represent stockholder interests through the exercise of sound business judgment using their diversity of experience, including the differences in viewpoints and skills in various areas. The Nominating and Corporate Governance Committee oversees Chief Executive Officer and senior management succession planning. The process focuses on building management depth, considers continuity and stability within the Company, and responds to the Company’s evolving needs and changing circumstances.

The Nominating and Corporate Governance Committee focuses on improving the diversity of the Board, although the Nominating and Corporate Governance Committee does not have a formal written policy regarding diversity of director nominee candidates to specifically consider diversity in regards to ethnicity, gender, race, or age in assessing the qualifications of director nominees.

The Nominating and Corporate Governance Committee periodically reviews and assesses the adequacy of the Company’s Code of Conduct and makes recommendations to the Board regarding any amendments, modifications or waivers of the provisions thereof. A copy of the most up-to-date version of our Code of Conduct is available within the “Investors” section on our website located at https://www.inmedpharma.com/about/corporate_governance/ and on SEDAR at http://www.sedar.com. A copy of our Code of Conduct is also available free of charge in print to any shareholder upon written request to Suite 310 – 815 West Hastings St., Vancouver, British Columbia, V6C 1B4, Canada, Attention: Secretary. We will post amendments to the Code of Conduct or waivers of the same for directors and executive officers on the “Investors” section on our website located at https://www.inmedpharma.com/about/corporate_governance/.

The Nominating and Corporate Governance Committee is composed of four members of the Board, each of whom meets the independence requirements under the applicable listing standards of NASDAQ, the SEC rules and the applicable Canadian securities laws. Ms. Sazdanoff (Chair), Mr. Cutler, Mr. Garner and Mr. Hull are the current members of the Nominating and Corporate Governance committee. The Board has adopted a written charter for the Nominating and Corporate Governance Committee, which is available on the Company’s website. The Nominating and Corporate Governance Committee met four times during the fiscal year ended June 30, 2021.

Shareholders desiring to make recommendations for candidacy to the Board in future years should submit such recommendations to the Secretary of the Company at Suite 310 – 815 West Hastings St., Vancouver, British Columbia, V6C 1B4, Canada. The Nominating and Corporate Governance Committee will, as a policy, evaluate candidates properly proposed by shareholders in the same manner as all other candidates.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended June 30, 2021, Andrew Hull, Willian Gardner and Catherine Sazdanoff served as members of our Compensation Committee. None of our current executive officers has served as a member of the Board of Directors, or as a member of the Compensation or similar committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation Committee during the fiscal year ended June 30, 2021.

Meetings

The following attendance records relate to meetings of the Board, and the committees, held during the most recently completed financial year of the Company (including regularly scheduled and special meetings).

Meetings of the Board:
William Garner		9/9
Catherine Sazdanoff		8/9
Adam Cutler		9/9
Eric A. Adams		9/9
Andrew Hull		9/9

Meetings of the Audit Committee:
Adam Cutler		8/8
Catherine Sazdanoff		7/8
Andrew Hull		8/8

Meetings of the Compensation Committee:
Andrew Hull		5/5
William Garner		5/5
Catherine Sazdanoff		4/5

Meetings of the Nominating and Corporate Governance Committee:
William Garner		4/4
Catherine Sazdanoff		3/4
Adam Cutler		4/4
Andrew Hull		4/4

The Board of Directors unanimously recommends that the Shareholders vote “FOR” the election of each proposed Director.

Unless contrary instructions are indicated on the Form of Proxy or the voting instruction form, or such authority is withheld, the persons designated in the accompanying Form of Proxy or voting instruction form intend to vote “FOR” the election, as Director, of the persons whose names are set forth above and identified in the accompanying Form of Proxy or the voting instruction form, as applicable.

Executive Compensation

This Compensation Discussion and Analysis describes the objectives and design of the Company’s compensation program for our 2021 named executive officers (NEOs), who are as follows:

Eric. A. Adams		President and CEO.
Bruce Colwill		Chief Financial Officer & Secretary
Alexandra Mancini		Senior VP, Clinical & Regulatory Affairs

Compensation Discussion and Analysis

General

The Company is committed to growing its business over the long-term. As a result of the competitive nature of the industry in which the Company operates, executives have significant career mobility and as a result, the competition for experienced executives is great. The existence of this competition and the need for talented and experienced executive officers to realize the Company’s business objectives underlies the design and implementation of the Company’s compensation programs. At the same time, the Company seeks to keep its approach to compensation simple and streamlined to reflect the growing but still relatively small size of the Company.

For the purpose of this Statement of Executive Compensation:

“compensation securities” includes stock options, convertible securities, exchangeable securities and similar instruments granted or issued by the company or one of its subsidiaries for services provided or to be provided, directly or indirectly, to the company or any of its subsidiaries;

“NEO” or “named executive officer” means, as an “emerging growth company,” as such term is defined in the rules promulgated under the Securities Act of 1933, each individual who served as our principal executive officer during our fiscal year 2021, and our next two most highly compensated executive officers in respect of their service to our company for fiscal year 2021.

“Underlying securities” means any securities issuable on conversion, exchange or exercise of compensation securities.

All currency references herein are expressed in Canadian Dollars unless otherwise specified.

Objectives

The objectives of the Company’s compensation program are to:

• attract and retain qualified executive officers via a competitive compensation package;

• incentivize executive officers to deliver strong business performance;

• align the interests of the executive officers with the interests of Shareholders to create Shareholder value by ensuring a significant portion of executive compensation is dependent upon individual and overall business performance; and

• ensure the executive compensation program is simple to communicate and administer.

InMed’s compensation program is designed to reward personal competencies as they pertain to the specific position for which the person is employed and overall contribution to building the company’s business including the science and the R&D pipeline towards commercialization.

As such, the Company has included several factors to assist in developing its compensation philosophy:

• Using a consistent compensation structure among executive officers to encourage aligned goals;

• Including financial regulatory compliance as a performance metric to encourage accountability, as and when appropriate;

• Compensation in line with the company’s financial position;

• Incentive plan awards that include long-term metrics to avoid short-sighted decisions;

• Anti-hedging policies in order to prohibit directors and senior management from directly or indirectly hedging against future declines in the securities of the Company; and

• Periodically retaining independent compensation consultants to provide benchmarks and additional perspective.

While the Company’s objective is to reward for performance and remain competitive in the marketplace for executive talent, the Company carefully considers the expense of compensation and benefits in relation to the Company’s consolidated budget and financial strength as significant factors in determining compensation levels.

The Company intends to keep its compensation program simple to communicate and administer by focusing on base salary, short-term incentives, and long-term incentives. Directors and executive officers are encouraged to increase their ownership interest in the Company in order to, among other things, better align their interests with those of Shareholders. See “Executive Compensation — Elements of Compensation”. The Company does not currently have a pension plan.

Compensation Principles

The Company’s overall approach to compensation is to provide senior executives with total compensation that is generally competitive with compensation provided to individuals working in similar positions in the biopharmaceutical industry in Canada and the U.S. To best define what a ‘competitive compensation package’ would be, the Company undertook a comprehensive analysis of its compensation practices during 2020. At the behest of the Board of Directors, the Compensation Committee engaged an external consulting agency, AON/Radford, to advise on its approach to compensation for executives and the Board of Directors. The results of this exercise are detailed in the sections below.

In determining all aspects of executive compensation, the Compensation Committee / Board engages in discussion with the CEO and CFO to align compensation with the skill set, experience, and performance of the executive team members. The Compensation Committee / Board also rely on input from third party assessments in determining compensation ranges for each executive. Current compensation targets have been established utilizing the AON/Radford compensation assessment undertaken by the Company in 2020. The assessment included several variables across comparable companies in the pharmaceutical industry to determine a proper compensation range for each executive. Variables included (but were not limited to): size of the company (as measured by number of employees), stage of company pipeline development (bio/pharma pre-commercial), market capitalization of the company, amount of invested capital, private vs. public entities, etc. Once a range was determined for each position, the employee’s specific compensation level was set based on variables such as experience and importance to the overall corporate success.

The AON/Radford compensation assessment determined the most similar industry comparables to arrive at a competitive compensation level. The assessment included data from a total of 48 public, pre-commercial biopharmaceutical companies with under 50 employees and market capitalization less than $300 million.

This assessment benchmarked the 25th, 50th and 75th percentile of salary levels, cash bonus levels (% of base salary), and equity levels. The Compensation Committee is currently aiming to target cash compensation (salaries plus bonus) somewhat below the 25th percentile and equity-based compensation at the 50th percentile of this benchmark data set. The net effect is to conserve cash for R&D programs based on lower cash compensation of this benchmark while strongly aligning executive interests with those of shareholders by establishing significant equity-based compensation levels.

Compensation Components

There are three main elements of InMed’s executive compensation program: base salary, annual performance-based cash bonus, and equity-based awards in the form of stock options that reflect the Company’s operating results as well as achievement of significant strategic initiatives. Equity-based awards enable the Company to attract and retain executive talent by aligning the executives’ interests with the Company’s long-term corporate objectives. Additionally, the Company offers to all employees extended health insurance. In certain instances, employee expenses for other minor business-related expenses are reimbursed (cell phones, parking, etc.).

Base Salary

The Company’s executives are currently compensated based on fixed, or ‘base’, salary paid semi-monthly in arrears. In establishing salaries for the Company’s CEO and other executive officers, consideration is given to salary ranges for comparable positions in similar size and stage biotechnology companies. Data for such comparisons is obtained from the evaluation of compensation against industry peers including those with a similar market capitalization and in the business of biotechnology. In setting salaries within competitive ranges, the Company considers performance related factors including the Company’s overall results during the past year and its performance relative to a budgeted plan or stated objectives. Consideration also is given to an individual’s contribution to the Company and the accomplishments of departments for which that officer has management responsibility, and the potential for future contributions to the Company. Overall, salaries are currently targeted somewhat below the 25th percentile. Over time, the Company intends to move towards the 25th percentile.

Cash Bonus

A cash bonus system has been developed by the Company to encourage the achievement of critical success factors, or goals, of the Company. The target bonus level is determined by position and typically ranges from 30%-40% of base salary for the Company’s executives with the CEO having a target bonus of 50%. Goals are determined by the direct supervisor of each employee, in discussion with the CEO and, ultimately, the Compensation Committee and Board of Directors.

The goals for each position are split into two segments: Task Achievement and Personal Effectiveness. The Task portion is heavily weighted (75%) and aligns with the overall corporate objectives. The Personal Effectiveness (25%) portion analyzes several criteria for each employee such as Initiative, Problem Solving, Teamwork, Integrity, and Leadership, among other criteria. Scoring for both sections are combined to determine what percentage of the employee’s target bonus will be paid, if any.

An example:

Task Achievement (50/75) + Personal Effectiveness (23/25) = Goal Achievement Score (73%);

Goal Achievement Score (73%) x Target Bonus (30%) x Base Salary ($100,000) = Cash Bonus ($21,900)

The payment of cash bonuses to employees, if any, is based on several factors as determined by the Board of Directors. Key elements include:

• The Company’s financial position. As determined solely by the Board of Directors, the Company’s current cash position relative to anticipated R&D expenditures, ability to raise additional capital and other factors play a large role in the payment of any bonuses to any employees.

• Achievement of critical goals. Should the company fail to reach its key corporate strategic goals, as defined by the Board, then the payment of any cash bonuses to any employee, regardless of their specific role within the company, may be negatively impacted such that the Board may determine that no bonuses be paid to anyone.

• As outlined above, Task Achievement and Personal Effectiveness.

Additionally, the Board has the sole discretion to award a bonus to any individual employee beyond the target bonus amount based on significantly exceeding their goals, or through accomplishment of objectives well beyond the scope of their role.

Share-based and option-based awards

The Compensation Committee of the Board of Directors of InMed believes that equity-based compensation is an important component of InMed’s overall compensation structure. Based on the data from the recent compensation assessment, the Compensation Committee has determined that in order to present executives with a competitive package, the equity positions (via stock option grants) needed to target company ownership levels at the 50th percentile to offset the lower range of salaries. The Compensation Committee believes this approach will better align executives with the long-term prospects of the Company.

In accordance with the Compensation Committee’s charter, any equity award to employees is recommended by the Compensation Committee and submitted for approval by the full Board of Directors. In addition to regularly scheduled grants, the CEO may make a recommendation for other grants (referred to herein as “off-cycle grants”) in situations where InMed is seeking to attract a senior level hire, recognize employees for certain achievements or in other special circumstances.

Annual and Off-Cycle Stock Option Grants

The Committee believes that establishing fixed grant dates for the award of equity grants as we move forward is an important practice to ensure the consistency of the award granting process. Accordingly, each annual grant and off-cycle grant of equity-based compensation shall be awarded as follows:

• Annual Grant. A grant of equity-based compensation awards for employees shall be approved annually by the Compensation Committee / Board.

• Off-Cycle Grants. Off-cycle grants shall be recommended in writing by the Chief Executive Officer to the Compensation Committee / Board and shall be granted on an as-needed basis throughout the year.

• Other Awards. With respect to awards other than the annual grant or off-cycle grants, the date the Compensation Committee acts to approve an award, or such later specified date as the Compensation Committee shall designate in the approval, shall be used as the grant date of the award for purposes of InMed’s equity compensation plans. If action is taken by written consent in lieu of a meeting, the date of the Compensation Committee action shall be the date that the last Compensation Committee member has executed the consent.

Director Compensation

Director compensation is limited strictly to non-management directors. InMed’s director compensation philosophy is as follows:

• To provide a compensation level that will attract exceptionally experienced and skilled candidates and encourage them to play an active role in the strategic development of the Company;

• To compensate for Board work and work on Board committees; and

• To provide stock-based compensation to align director compensation with increases in long-term shareholder value.

Stock-Based Compensation

In addition to any stock options granted to new directors upon becoming a member of the board, on an annual basis and immediately after election of directors at each Annual General Meeting (“AGM”), each non-management director shall be granted stock options to purchase 7,000 Common Shares, priced as of the close of market on the date of the Company’s AGM, vesting 100% on the one year anniversary of the grant date or immediately prior the following year’s AGM, whichever is sooner, and expiring five years after date of grant.

Annual Cash Retainers

Prior to March 1, 2021, each non-employee director received an annual retainer of $25,000 per year paid quarterly in arrears. Additionally, the Chair of the Board received an additional $25,000 per year paid quarterly in arrears. Effective March 1, 2021, each non-employee director’s annual retainer was increased to $35,000 per year and the Chair of the Board’s additional retainer remained unchanged at $25,000 per year.

For committee participation, directors are eligible to receive up to an additional $15,000 per year paid quarterly in arrears, assuming a minimum of two committee memberships. There are no incremental fees for chairing a committee.

There are no other compensation elements for directors such as meeting fees and per diems. If a Director traveled on behalf of our Company, they are reimbursed for reasonable out-of-pocket expenses.

SEC Form DEF 14A filed by InMed Pharmaceuticals Inc.