Rajeev ‘Rob’ Bakshi
About Rajeev ‘Rob’ Bakshi
Rajeev “Rob” Bakshi (age 65) is an independent director of Alpha Cognition Inc. (ACOG), serving since November 15, 2017. He is CEO of Active Witness Corp. (2018–present) and previously co-founded Silent Witness Enterprises (TSX/NASDAQ), which was sold to Honeywell for approximately $90 million in 2003, and led Apivio Systems Inc. from formation to going public and later sale to Nuri Telecom in 2017—credentials cited by ACOG for his public markets and operating experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silent Witness Enterprises Ltd. (TSX/NASDAQ) | Co-founder; led growth strategy; company sold to Honeywell (~$90M) | Until 2003 | Built/grew public technology issuer; executed strategic sale |
| Apivio Systems Inc. | Executive Chairman → CEO; took public; sold to Nuri Telecom | Executive Chair from 2009; CEO from 2013; sold in 2017 | Led public listing and exit in all-cash transaction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Active Witness Corp. (private) | Chief Executive Officer | 2018–present | Early-stage tech; access-control solutions |
| Investor/advisor (private/public cos.) | Technology and real-estate investor; advisor | Ongoing | Advises both private and public companies |
Board Governance
- Independence: The Board affirmatively determined Bakshi is independent under Nasdaq rules; all members of Audit, Governance & Nomination, and Compensation Committees are independent .
- Committee assignments: Audit Committee member; Compensation Committee member (committee is comprised of Phillip Mertz, Chair, and Bakshi). Governance & Nomination Committee is chaired by John Havens with members Len Mertz and Robert Wills .
- Committee expertise and activity:
- Audit Committee (Chair: Len Mertz) met 4 times in FY2024; responsibilities include financial reporting oversight, risk oversight, auditor independence, and related-party approvals .
- Compensation Committee met 2 times in FY2024; responsible for director/executive pay structure and disclosure; committee members (including Bakshi) are independent .
- Governance & Nomination Committee met 2 times in FY2024; responsible for board evaluation, nominations, governance guidelines .
- Attendance/engagement: The Board held 4 formal meetings in FY2024; no director attended fewer than 75% of Board meetings. All matters requiring Board approval were consented to in writing by all directors .
- Board structure: Non-executive Chairman (Len Mertz); enterprise-wide risk oversight with independent director sessions with auditors; structure deemed sufficient given current board size .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (director) | $40,000 | Established February 18, 2025 |
| Audit Committee member fee | $7,500 | Member (non-chair) |
| Compensation Committee member fee | $6,000 | Member (non-chair) |
| Total expected annual cash (2025) | $53,500 | Sum of above |
In FY2024 directors received no cash or equity compensation due to development-stage status; compensation policy was adopted on February 18, 2025 .
Performance Compensation
| Equity Element | Value / Terms | Grant Timing | Notes |
|---|---|---|---|
| Annual director stock option grant | $95,000 | Package set February 18, 2025 | Number of options and strike not disclosed in proxy for 2025 |
| Illustrative (2024 mapping under New Incentive Plan*) | 38,762 options; $5.93 WAEP | 2024 proxy presentation | “If approved” mapping shows what would have been issued; used to illustrate scale; not necessarily 2025 grant details |
- Equity plan risk safeguards: 2025 Stock & Incentive Plan prohibits repricing of underwater options without shareholder approval; requires at-market strikes; caps total non-employee director annual compensation (cash + equity) at $500,000; awards subject to clawback .
- Clawback policy: Adopted November 12, 2024 to comply with SEC/Nasdaq rules under Exchange Act 10D; recovery of erroneously awarded incentive comp for three completed fiscal years prior to restatement .
* Proxy provides a comparative “would have issued” table if the New Plan had been in place; actual 2025 director option details (counts/strike) are not disclosed in the DEF 14A.
Other Directorships & Interlocks
| Company | Type | Role | Status |
|---|---|---|---|
| Public company boards (current) | — | — | None disclosed for Bakshi |
| Private boards/roles | Active Witness Corp. | CEO | Current |
- Interlocks: Compensation Committee consists of Phillip Mertz (Chair) and Bakshi; family relationship exists on Board (Chairman Len Mertz is father of Compensation Chair Phillip Mertz), which can present perceived independence challenges though both are designated independent under Nasdaq rules .
Expertise & Qualifications
- Public markets and transaction experience across TSX/NASDAQ; led multiple listings and strategic exits (Silent Witness sale; Apivio sale) .
- Financial literacy affirmed by Audit Committee independence and experience; ability to assess accounting principles, estimates, accruals, and internal controls .
- Industry/operator background in technology and access-control systems; investor/advisor across sectors .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Common shares (direct) | 14,134 | As of April 30, 2025 |
| Options – vested | 40,666 | Excludes 37,164 unvested |
| Options – unvested | 37,164 | Not counted in beneficial ownership |
| Total beneficial (incl. options exercisable within 60 days) | 54,800 | Less than 1% of common; less than 1% total voting stock |
| Ownership % of common | <1% | “* – less than 1%” per proxy |
| Shares pledged/hedged | None disclosed; hedging prohibited by policy | Policy restricts hedging/monetization transactions |
Governance Assessment
- Positives:
- Independence affirmed; sits on Audit and Compensation Committees; Audit Committee oversight includes related-party reviews .
- Attendance acceptable; active committee cadence (Audit: 4; Compensation: 2; Governance: 2 meetings in FY2024) .
- Strong clawback and hedging policies; new equity plan prohibits repricing and mandates fair-market strike pricing .
- Watch items / potential red flags:
- Low personal ownership (<1%) may be viewed as modest “skin in the game” for alignment at current stage .
- Family relationship on Board (Chairman Len Mertz and Compensation Chair Phillip Mertz) creates perception risk for compensation independence; Bakshi is the other member, mitigating with independent status but structure bears monitoring .
- Company history of option cancellations/re-grants for executives in 2023 (repricing-like outcomes), though new plan now prohibits repricing without shareholder approval .
Related-Party Exposure (Company context)
- Not specifically tied to Bakshi: Legacy/licensing promissory note with Neurodyn Life Sciences (founder/CEO is director Ken Cawkell), and a small loan facility with Alpha Seven (related party through common director/officers). Audit Committee oversees related-party transactions .
Director Compensation Structure Analysis (2024→2025)
- Shift from no director pay in FY2024 to defined cash retainers and annual option grants in 2025 suggests increased emphasis on formalized governance and market-competitive compensation. The equity-heavy mix (options) maintains at-risk pay; committee chair/member fees compensate for oversight workloads .
Insider Trades
- Section 16(a) filings: Proxy discloses one late Form 3 for Henry Du; no delinquent filings noted for Bakshi. No specific Form 4 transactions for Bakshi are disclosed in the DEF 14A .