James Parsons

About James Parsons

James Parsons, age 59, is the independent Chairman of the Board of DiaMedica Therapeutics (DMAC) and Audit Committee Chair; he has served on the DMAC board since October 2015 and became Chairman in January 2025 . He is a veteran life sciences CFO (since 2000) with deep capital markets and governance experience, a Master of Accounting (University of Waterloo), and CPA/CA credentials; he is designated an “audit committee financial expert” under SEC rules . He is currently CFO of Sernova Corp. (TSX) and serves on the board and committees of Oncolytics Biotech Inc. (Nasdaq/TSX) .

Past Roles

External Roles

Board Governance

• Independence and leadership
  • Independent director and independent Chairman of the Board; DMAC explicitly endorses independent leadership; CEO and Chair roles are separated .
  • Designated “audit committee financial expert” (SEC definition) and Audit Committee Chair .
• Committee assignments (current)
  • Audit Committee: Chair .
  • Not listed as member of Compensation, Nominating & Corporate Governance, or Scientific & Clinical Research Committees in the current matrix .
• Attendance and engagement
  • The Board met 6 times in FY2024; Audit (4), Compensation (5), Nominating & Governance (4), Scientific & Clinical Research (3); each director attended at least 75% of aggregate board and committee meetings .
  • Independent directors held 5 executive/in-camera sessions in FY2024, reinforcing independent oversight .
• Director independence
  • DMAC’s Board has a majority of independent directors; Parsons is affirmatively determined independent under Nasdaq rules .

Fixed Compensation (Director)

Director compensation (summary for 2024):

• Fees earned or paid in cash: $60,000 (paid as 21,428 DSUs) .
• Option awards (grant-date fair value): $59,210 .
• Stock awards (DSU accounting difference): $641 .
• Total: $119,851 .

Performance Compensation (Director)

Notes:

• In May 2024, DMAC increased the annual equity grant for directors from 0.06% to 0.075% of outstanding shares and the initial new-director grant from 0.12% to 0.15%, aligning director equity with market peers (Alpine Rewards advised) .

Other Directorships & Interlocks

• Related-party and outside compensation: DMAC reports no arrangements of third-party compensation to its directors for DMAC board service (Nasdaq Rule 5250(b)(3)) and no related-party transactions involving Parsons were disclosed; insider private placements in 2023 listed several insiders, but not Parsons .

Expertise & Qualifications

• Financial expertise: CFO/Financial Expertise and Accounting; Capital Markets/Raising Additional Financing; Public Company Governance; Investor Relations .
• Strategic and operating: Strategic Planning; Licensing/Business Development and M&A; Pharmaceutical industry exposure; International experience .
• Audit leadership: SEC “audit committee financial expert” designation .
• Education: Master of Accounting (University of Waterloo); Chartered Professional Accountant/Chartered Accountant .

Equity Ownership

Alignment and safeguards:

• Anti-hedging and pledging: DMAC prohibits hedging, short sales, publicly traded options, and pledging/margining of company stock by directors, officers, and employees, supporting long-term alignment .
• Insider trading policy and SEC-filed policy references disclosed; policy filed as exhibit to 2024 Form 10-K .

Governance Assessment

• Strengths
  • Independent Chair and Audit Committee Chair with SEC “financial expert” designation; robust independent leadership and financial oversight .
  • Active independent oversight with 5 executive sessions in 2024 and 100% of directors meeting at least the 75% attendance threshold; multiple committee meetings indicate engaged governance .
  • Director compensation structure uses equity (options and elective DSUs/RSUs) and disallows hedging/pledging, reinforcing shareholder alignment .
  • No related-party transactions involving Parsons disclosed; no third-party compensation arrangements for DMAC board service reported .
  • Say-on-pay support was ~96% at last AGM, indicating general investor confidence in pay practices .
• Watch items / potential red flags
  • Cross-board linkage: Parsons as CFO of Sernova while DMAC director Tanya Lewis sits on Sernova’s board creates an interlock; while no related-party transactions are disclosed, investors often monitor interlocks for potential information flow/oversight biases .
  • Director equity award size was increased in 2024 (to 0.075% annually and 0.15% initial), which is typical for recruitment/retention but modestly increases dilution; still, it aligns compensation with performance via equity .

Insider Transactions (context from disclosures)

Note: DMAC’s proxy does not list Form 4 transactions; the above reflects insider participation in registered private placements disclosed in Related Party Transactions .

Director Compensation (detail)

Board/Committee Structure and Meetings (FY2024)

Policy & Safeguards Highlights

• Clawback policy (adopted 2023) aligned with SEC/Nasdaq requirements for incentive compensation based on financial metrics .
• Anti-hedging/anti-pledging policy prohibiting short sales, options, hedging, and pledging/margining by insiders .
• No perquisites for non-employee directors; independent compensation consultant (Alpine Rewards) used for director/NEO benchmarking .
• No penalties/sanctions or bankruptcy/cease trade orders for directors disclosed, supporting integrity/fit .