Kenneth Cawkell
About Kenneth Cawkell
Independent director nominee and Corporate Secretary of Alpha Cognition Inc. since March 18, 2021; age 73. Co‑founder and long‑time managing partner of the Vancouver law firm Cawkell Brodie LLP (1987–2022), founder and CEO of Neurodyn Life Sciences Inc. (private biotech), and founder of Alpha Cognition; served as Alpha Cognition’s CEO through its qualifying transaction in April 2021 and continues as Corporate Secretary and consultant . The Board’s independence assessment does not list him as independent under Nasdaq rules; independent directors named are Bakshi, Wills, Havens, Len Mertz, and Phillip Mertz .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cawkell Brodie LLP | Managing Partner | 1987–2022 | Co‑founded firm; led practice management |
| Alpha Cognition Inc. | Chief Executive Officer | Through qualifying transaction in April 2021 | Led company through qualifying transaction |
| Alpha Cognition Inc. | Corporate Secretary and Consultant | Since March 18, 2021 | Ongoing governance and advisory responsibilities |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Westmount Minerals Corp. | Director | As at April 30, 2025 | Current reporting issuer directorship |
| Portofino Resources Inc. | Director | As at April 30, 2025 | Current reporting issuer directorship |
| Centurion Minerals Inc. | Director | As at April 30, 2025 | Issuer subject to BCSC cease trade order Dec 5, 2017; revoked May 3, 2018 |
| Well Health Technologies Corp. | Director | As at April 30, 2025 | Issuer subject to BCSC management cease trade order Apr 2, 2024; lifted Apr 14, 2024 |
Board Governance
- Independence status: Not listed among directors affirmatively determined as independent under Nasdaq rules; independent directors are Bakshi, Wills, Havens, Len Mertz, and Phillip Mertz .
- Committees: Not identified as a member of the Audit, Compensation, or Governance & Nominating Committees; committee memberships are Audit—Len Mertz (Chair), Havens, Bakshi; Compensation—Phillip Mertz (Chair), Bakshi; Governance & Nominating—Len Mertz, Wills, Havens (Chair) .
- Attendance: Board held 4 meetings in 2024; no director attended fewer than 75%; all matters requiring approval were consented in writing by all directors .
- Years of service: Director since March 18, 2021 .
- Roles: Corporate Secretary of the Company since March 18, 2021 .
Fixed Compensation
| Component | FY 2024 (Actual) | FY 2025 Policy (Per Director) |
|---|---|---|
| Annual cash retainer | $0 (no director compensation paid in 2024) | $40,000 retainer for each director; $70,000 for Chairman |
| Committee chair fees | N/A (no committee roles) | Audit Chair $15,000; Compensation Chair $12,000; Governance Chair $10,000 |
| Committee member fees | N/A (no committee roles) | Audit member $7,500; Compensation member $6,000; Governance member $5,000 |
Notes:
- Directors received no cash or equity compensation in FY 2024; the Compensation Committee adopted the FY 2025 director compensation framework on February 18, 2025 .
Performance Compensation
| Equity Component | FY 2024 (Actual) | FY 2025 Policy |
|---|---|---|
| Annual option grant (director) | $0 (no director equity awards granted in 2024) | $95,000 in stock option grants per director (policy adopted Feb 18, 2025) |
Additional equity details relevant to Cawkell:
- As of April 30, 2025, beneficial holdings include 28,666 vested stock options and 37,164 unvested options; also 139,642 vested performance shares and 20,062 warrants .
- Illustrative listing under the proposed 2025 Stock & Incentive Plan shows 38,762 options at weighted average exercise price $5.93 for “Ken Cawkell, Director” if the New Plan had been in place for FY 2024; this presentation is pro forma relative to historical grants under prior plans .
Other Directorships & Interlocks
| Company | Interlock/Transaction | Details |
|---|---|---|
| Neurodyn Life Sciences Inc. (NLS) | Related‑party license and promissory note | NLS is a related party through a common director; Alpha Cognition issued a $1.4M promissory note connected to ALPHA‑1062 technology; amended multiple times, most recently Apr 1, 2024: interest increased to 7%, maturity extended to July 15, 2025; $300,000 due Dec 31, 2024 . Mr. Cawkell is founder and CEO of NLS . |
| Alpha Seven | Related party loan | Company entered a loan agreement July 7, 2023 with Alpha Seven, a related party through a common director and officers; up to $150,000, 12% interest, 12‑month term; $55,000 advanced to date . |
Expertise & Qualifications
- Legal and governance: Co‑founded and led Cawkell Brodie LLP for 35 years; extensive experience advising and serving as principal/investor across biotech and venture capital markets .
- Biotech and life sciences: Founder and CEO of Neurodyn Life Sciences Inc.; experience developing products targeting neurodegenerative diseases and healthy ageing .
- Company‑specific knowledge: Founder of Alpha Cognition; former CEO through qualifying transaction; Corporate Secretary and consultant since March 2021 .
Equity Ownership
| Ownership Item | Amount | % of Class | Notes |
|---|---|---|---|
| Common shares | 406,846 | 2.5% of common | As of April 30, 2025 |
| Class B Preferred Series A shares | 80,000 | 25.3% of preferred | One vote per preferred share; as of April 30, 2025 |
| Total voting power (common + preferred) | — | 3.0% of total voting stock | Based on SEC beneficial ownership methodology |
| Vested stock options | 28,666 | — | Beneficial holdings; unvested options: 37,164 |
| Warrants | 20,062 | — | Beneficial holdings |
| Vested performance shares | 139,642 | — | Beneficial holdings |
Policy notes:
- Company hedging policy prohibits hedging or monetization transactions by directors/officers; pledging is not expressly disclosed for directors .
Governance Assessment
- Strengths: Deep legal and life sciences background; founder-level knowledge of Alpha Cognition; meaningful equity stake supporting alignment; Board attendance met thresholds in 2024 .
- Independence/role concerns (RED FLAG): Not determined to be independent under Nasdaq rules; concurrently serves as Corporate Secretary and consultant, which may limit independence and create perceived conflicts (role duality) .
- Related‑party exposure (RED FLAG): Ongoing promissory note and license arrangements with Neurodyn Life Sciences (entity led by Cawkell) involving amended terms and material balances; this is explicitly a related‑party situation and overseen by the Audit Committee; investors should monitor terms, payments, and approvals .
- External issuer compliance history (RED FLAG): Centurion Minerals subject to BCSC cease trade order in 2017–2018; Well Health Technologies subject to management cease trade order in April 2024; both orders later lifted, but they introduce regulatory optics to network associations .
- Compensation structure: No director compensation in 2024; 2025 plan emphasizes time‑based option grants and cash retainers; plan prohibits option repricing, includes clawback policy, and sets annual director compensation caps—supportive of governance hygiene .
Overall: High company‑specific expertise and ownership alignment are offset by non‑independent status and material related‑party transactions involving NLS. Continued robust Audit Committee review of related‑party items and transparent disclosure around any consulting arrangements and director equity grants will be important to sustain investor confidence .