Carlo Sistilli
Edesa BiotechAbout Carlo Sistilli
Carlo Sistilli, CPA, CMA, age 68, is Chairman of the Board and Audit Committee Chair of Edesa Biotech (EDSA). He has served on Edesa’s Board since June 7, 2019 (previously a board observer of Edesa Biotech Research from September 2017) and was designated the Board’s “audit committee financial expert.” He brings 35+ years of financial leadership and has been CFO of Arista Homes since March 2003; he holds a BA (Economics) from York University and CPA/CMA designations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Edesa Biotech Research | Board Observer | Sep 2017 – Jun 2019 | Pre-Board oversight; finance and governance exposure |
| Arista Homes | Chief Financial Officer | Mar 2003 – Present | Long-tenured private company CFO experience |
| Internet start-up (automotive sector) | Founder, CFO, Board Member | Not disclosed | Took company public on Alberta Ventures Exchange |
| Regional trust company | Controller, Senior Management | Not disclosed | Helped sell company to Manulife Financial |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aleafia Health Inc. | Director; Audit Committee Member | Jan 2021 – Feb 2024 | Public company board and audit service |
| Mother of Mercy Centre | Officer; Board Member | Current | Non-profit governance |
Board Governance
- Roles: Chairman of the Board; Audit Committee Chair and designated Audit Committee Financial Expert .
- Committee Memberships: Audit Committee (Chair); not on Compensation Committee or Nominating & Corporate Governance Committee .
- Independence: Determined independent under Nasdaq rules; independence affirmed by the Board .
- Attendance: Board met 7 times in FY2024; each director attended at least 75% of Board and committee meetings during service. Audit Committee met 5 times; Compensation Committee met 1 time; Nominating & Corporate Governance met 2 times .
- Leadership Structure: CEO and Chairman roles are separated to enhance independent oversight .
- Policies: Insider Trading Policy and Anti-Hedging/Pledging prohibitions apply to directors; Code of Ethics applies to directors .
Fixed Compensation
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Fees Earned (Cash) | $65,000 | Board Chair remuneration inclusive of committee compensation |
| Option Awards | $0 | No FY2024 director option grants |
| Total | $65,000 | Paid in CAD, converted using average FX rates |
Director compensation policy (effective Mar 24, 2022):
- Base annual retainer (non-executive director): $35,000; Board Chair: $65,000 (inclusive of committee services) .
- Audit Committee member: $7,500; Chair: $15,000; Compensation and Nominating & Governance Committee member: $4,500 per committee; Chair: $9,000 .
Performance Compensation
| Equity Component | Status/Terms | Specifics |
|---|---|---|
| Options Outstanding (as of Sep 30, 2024) | Exercisable within 60 days | 11,773 options held by Carlo Sistilli |
| Director Option Vesting Policy | Monthly vesting over 12 months | Applies to director awards granted in FY2023–FY2024 |
| Outside Director Equity Cap | $250,000 per year (grant-date fair value) | Plan-imposed limit on director awards |
No director RSUs/PSUs or performance metric-based director equity disclosed for FY2024 (no option grants in FY2024) . Equity plan prohibits repricing without shareholder approval .
Other Directorships & Interlocks
| Company | Type | Interlock/Notes |
|---|---|---|
| Aleafia Health Inc. | Public | Director and Audit Committee Member (Jan 2021–Feb 2024) |
| Edesa Investor Consortium | Significant holders (Velan, Stonepine, Nantahala, Rubric) | Investor Rights Agreement grants Velan a board nominee; Carlo not affiliated; no disclosed interlock with investor entities |
Expertise & Qualifications
- Financial expertise: CPA, CMA; designated Audit Committee Financial Expert; deep CFO experience .
- Industry experience: Finance, accounting, public and private company transactions; IPO and M&A experience .
- Education: BA (Economics), York University; CPA/CMA designations .
Equity Ownership
| Holder | Direct Common Shares | Options (exercisable ≤60 days) | Other (affiliated) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Carlo Sistilli | 10,416 | 11,773 | 522 (York-Cav Enterprises Inc.) | 22,711 | <1% |
- Anti-hedging and anti-pledging policy prohibits hedging, short sales, standardized options trading, and pledging of Company securities by directors .
Insider Transactions
| Date | Security | Quantity | Price | Consideration | Note |
|---|---|---|---|---|---|
| Feb 12, 2025 | Common Shares | 10,416 | $1.92 | ≈$20,000 | Purchased in Series B-1 Private Placement alongside other investors |
Governance Assessment
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Strengths:
- Independence and financial oversight: Independent Board Chair and Audit Committee Chair; designated audit financial expert—improves financial reporting rigor .
- Alignment: Personal share ownership (10,416 common) and options (11,773); incremental purchase in Feb 2025 private placement indicates confidence/alignment with shareholders .
- Policies: Anti-hedging/pledging restrictions; clawback (Recovery Policy) compliant with Nasdaq/SEC requirements; equity plan prohibits repricing without shareholder approval .
-
Watch items / potential red flags:
- Role concentration: Combining Board Chair and Audit Committee Chair in one independent director can centralize oversight; many governance frameworks prefer separation to avoid overconcentration of power in audit oversight. At Edesa, Carlo holds both roles concurrently .
- No explicit director stock ownership guidelines disclosed (beyond plan caps), limiting formal “skin-in-the-game” policy benchmarking .
- Investor influence provisions: IRA grants Velan ongoing board nomination rights during its rights period—while not directly implicating Carlo, it affects board composition and independence dynamics over time .
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Related-party exposure:
- No related party transactions disclosed involving Carlo; key related-party items involve the CEO (lease; credit agreement; preferred/warrant financings) and investor group arrangements .
Overall, Carlo’s credentials and independence support board effectiveness, with strong audit oversight and personal capital alignment. The dual Chair/Audit Chair structure is a notable governance concentration to monitor, especially as investor rights shape future board composition .