Patrick Haldan
About Patrick Haldan
Patrick Haldan is a major shareholder of CLS Holdings USA, Inc. who was appointed to the Board on July 7, 2025, filling a vacancy following the resignation of two directors after the company’s special meeting on June 24, 2025 . Prior to his appointment, he was disclosed as a 5%+ beneficial owner with 17,108,109 shares (9.71%) as of the 2024 proxy and 16,358,109 shares (9.93%) as of the May 2025 proxy; no age, education, or biography was provided in the filings reviewed . His history with CLS includes multiple financing transactions as a creditor to the company (see Related-Party Financings) .
Past Roles
No prior roles or employment biography for Mr. Haldan were disclosed in the company’s proxy statements or 8-K filings reviewed .
External Roles
No public company directorships or other board roles for Mr. Haldan were disclosed in the filings reviewed .
Board Governance
- Appointment and board composition: Immediately after the June 24, 2025 special meeting, independent directors Ross Silver and David Zelinger resigned; on July 7, 2025 Andrew Glashow appointed Frank Koretsky and Patrick Haldan to the Board until the next annual meeting .
- Independence status: The company historically evaluates director independence under Nasdaq and SEC rules; post-appointment independence status for Mr. Haldan was not disclosed. His significant equity stake and role as a company lender may present independence concerns under typical exchange definitions .
- Committee assignments: No committee assignments for Mr. Haldan were disclosed after his appointment. Prior to his appointment (FY2024), Audit Committee comprised the full board and the Compensation Committee comprised Silver and Zelinger; the Audit Committee did not meet separately in FY2024 and the Compensation Committee met once .
- Code of ethics: A written “Conflict of Interest and Related Party Transaction Policy” was adopted January 10, 2023 .
- Attendance: No attendance data for Mr. Haldan was disclosed; the Audit Committee did not meet separately in FY2024, with board-level discussions covering financial and audit matters .
Committee Assignments (current)
| Committee | Role |
|---|---|
| Audit | Not disclosed for Mr. Haldan |
| Compensation | Not disclosed for Mr. Haldan |
| Nominating/Governance | The company did not have a nominating committee in FY2024 |
Fixed Compensation (Director)
| Component | Amount/Policy | Notes |
|---|---|---|
| Board/Committee meeting fees | $5,000 per meeting (cash), capped at $20,000 per director per year | Reimbursement of reasonable out-of-pocket expenses |
Performance Compensation (Director)
- No performance-based or equity retainer program for non-employee directors was disclosed; director compensation is cash, per-meeting based .
- The 2024 Equity Incentive Plan exists for employees/eligible participants; no specific director equity grants were disclosed .
Other Directorships & Interlocks
| Organization | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company or private board roles for Mr. Haldan were disclosed |
Expertise & Qualifications
- Not disclosed in company filings reviewed. No biography, education, or designated financial expert status was provided for Mr. Haldan .
Equity Ownership
| Metric | Record Date (2024 Proxy) | Record Date (May 2025 Proxy) |
|---|---|---|
| Beneficial ownership (common shares) | 17,108,109 | 16,358,109 |
| % of shares outstanding | 9.71% | 9.93% |
| Nature of ownership | Held directly | Held directly |
Notes:
- LEM Investments LLC was separately disclosed as a 5%+ holder with an equal number of shares on both dates; no relationship between Mr. Haldan and LEM was disclosed in the filings .
Related-Party Financings (Potential Conflicts)
| Date | Instrument | Principal | Terms | Security | Purpose/Notes |
|---|---|---|---|---|---|
| Dec 4, 2023 (8-K exhibits) | Unsecured Debenture | $270,000 | Form debenture; terms per exhibit list | Unsecured | Financing to company; debenture with Mr. Haldan listed among exhibits |
| Jan 8, 2024 (8-K exhibits) | Unsecured Debenture | $270,000 | Form debenture; terms per exhibit list | Unsecured | Additional financing listing with Mr. Haldan |
| Feb 22, 2024 | Secured Promissory Note | $300,000 | 12% annual interest; 24 monthly payments Mar 31, 2024–Feb 28, 2026; amortization schedule filed | Secured; terms per note | Working capital/financing; detailed payment schedule disclosed |
| Apr–May 2025 (proxy expectation) | Secured Promissory Note (expected) | $450,000 | 12% interest; 36-month amortization, ~$14,946.44 monthly P&I | Secured by unencumbered assets permitted by law | To partially fund cash-out of fractional shares in 1-for-4,000,000 reverse split go-private transaction |
RED FLAG: Mr. Haldan is both a large shareholder and a secured creditor to the company, including funding expected for the go-private cash-out. This dual role can create conflicts between creditor and shareholder interests in board decision-making, particularly around capital allocation, financing terms, and related-party transactions .
Governance Context: Go-Private Transaction
- Special meeting (June 24, 2025) approved a 1-for-4,000,000 reverse split with $0.037 cash-out per pre-split share for fractional shares (94.27% approval of votes cast) .
- The company’s Independent Committee obtained a Houlihan Capital fairness opinion; the Board selected the high end of the valuation range ($0.037) for the cash-out price .
- The company disclosed financing for the cash-out (including expected $450,000 from Mr. Haldan at 12% for 36 months) and intent to deregister in the U.S. and cease reporting in Canada after the split .
Risk Indicators & Red Flags
- Board independence transition: Resignations of the two independent directors followed by appointment of the CEO’s designees, including a major shareholder-creditor (Mr. Haldan), reduces independent oversight during/after a go-private process .
- Related-party financing: Multiple loans from Mr. Haldan to the company (unsecured and secured) and an expected go-private financing raise conflict exposure, despite the company’s conflict policy .
- Concentrated ownership: Large holders (FK Legacy Trust; others) and 5%+ blocks, with noted Section 16(a) initial filing delinquencies for two >10% holders (LEM and FK Legacy) in FY2024 (not involving Mr. Haldan), underscore governance/process risk .
- Committee effectiveness (historical): Audit Committee did not meet separately in FY2024; Compensation Committee met once .
Governance Assessment
- Alignment: High, via substantial equity ownership by Mr. Haldan (≈10%) .
- Independence risk: Material, given creditor status, planned/actual related-party financings, and absence of disclosed independent committee roles for Mr. Haldan post-appointment .
- Oversight robustness: Weakened by post-vote resignations of independent directors and limited historical committee activity; the company is also exiting public reporting, decreasing transparency .
- Compensation structure: Director pay is modest and cash-based (no equity), limiting pay-for-performance incentives at the board level .
Overall, the combination of concentrated ownership, creditor-board member dynamics, and reduced independence during a go-private transition represents a governance caution. Investors should monitor conflict-management measures, disclosure around related-party terms, and any post-deregistration governance commitments .