Charles Olson
Edesa BiotechAbout Charles Olson
Charles Olson, DSc (age 67), is an independent director of Edesa Biotech (EDSA) since May 23, 2023. He is a biotechnology CMC/manufacturing executive with 40+ years of experience; currently SVP of CMC at NervGen (since April 2024), and previously COO at Dendreon (2021–2023), with prior senior operations roles at Applied Molecular Transport and Anthera Pharmaceuticals. He holds a B.A. in biology/chemistry (Westmont College), M.A. in chemistry (UC Santa Barbara), and D.Sc. in biochemistry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NervGen | Senior Vice President, CMC | Since Apr 2024 | Leads process development and manufacture of peptide product in clinical development |
| Dendreon Corporation | Chief Operating Officer | Sep 2021–Apr 2023 | Oversaw commercial manufacturing of Provenge across multiple sites |
| Applied Molecular Transport | Senior Vice President, Operations | Sep 2017–Aug 2021 | Senior operations leadership |
| Anthera Pharmaceuticals | Chief Technology Officer and other leadership roles | Apr 2010–Aug 2017 | Technology/manufacturing leadership |
| Compass Biotechnology LLC | Principal Biotechnology Consultant | Since 2006 | CMC/process development consulting |
| Edesa Biotech (then Stellar Biotechnologies) | Director | Dec 2016–Jun 2019 | Prior board experience; earlier scientific advisory board service |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| NervGen | SVP, CMC | Since Apr 2024 |
| Compass Biotechnology LLC | Principal Consultant | Since 2006 |
| Prior employers (NGM Biopharmaceuticals, Coherus BioSciences, Nexbio, Cell Genesys, BioMarin, Onyx) | Senior/executive management roles | Not disclosed (historical roles) |
Board Governance
- Independence: Olson is “independent” under Nasdaq/SEC rules .
- Board service: Director since May 23, 2023; Board met 7 times in FY2024; each director attended ≥75% of board and committee meetings .
- Committee assignments and chairs:
- Compensation Committee member; Chair: Joan Chypyha; met 1 time in FY2024 .
- Nominating & Corporate Governance Committee member; Chair in FY2024: Frank Oakes (not nominated for re-election in 2025); met 2 times in FY2024 .
- Not on the Audit Committee .
| Committee | Role | Chair | FY2024 Meetings |
|---|---|---|---|
| Compensation | Member | Joan Chypyha | 1 |
| Nominating & Corporate Governance | Member | Frank Oakes (not renominated in 2025) | 2 |
Additional governance structures:
- Separate Chair and CEO roles (Chair: Carlo Sistilli) .
- Anti-hedging/anti-pledging policy applies to directors .
- Clawback policy adopted in 2023 (Nasdaq/SEC Section 954 compliant) .
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual Board Retainer (non-executive director) | $35,000 |
| Compensation Committee membership fee | $4,500 |
| Nominating & Corporate Governance Committee membership fee | $4,500 |
| Committee chair fees | $0 (not a chair) |
| Total fees earned (FY2024) | $44,000 |
Notes: Director is on Compensation and Nominating Committees per board composition disclosures; fees reflect the policy effective Mar 24, 2022 through Sep 30, 2024 .
Performance Compensation
| Instrument | FY2024 Grants/Value | Vesting | Performance Metrics |
|---|---|---|---|
| Stock options (director grants) | $0; no option grants in FY2024 | N/A | None disclosed for director pay |
| RSUs (director) | $0; none disclosed | N/A | None disclosed |
Context:
- As of 9/30/2024, directors held legacy options; directors generally vest monthly over 12 months for options when granted, but FY2024 saw no director option grants .
Other Directorships & Interlocks
| Company | Role | Timeframe | Notes |
|---|---|---|---|
| Edesa Biotech (prior era as Stellar Biotechnologies) | Director | Dec 2016–Jun 2019 | Prior board tenure at the same issuer |
- No other public company directorships or interlocks disclosed for Olson; current board includes a Velan-designated nominee pursuant to an Investor Rights Agreement, indicating activist investor representation but not an Olson interlock .
Expertise & Qualifications
- Deep CMC/process development and manufacturing operations expertise across biologics and cell therapy; executive leadership in operations/technology .
- Advanced scientific education (D.Sc. biochemistry) and prior roles at Genentech and Bayer as scientist; broad biotech operational background .
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership | 2,858 shares (via options exercisable within 60 days) |
| Ownership % of shares outstanding | <1% (does not exceed 1%) |
| Shares outstanding (record date) | 7,022,678 |
| Options – exercisable | 2,858 |
| Options – unexercisable | Not disclosed for Olson specifically (beneficial calc includes only exercisable within 60 days) |
| RSUs held | None disclosed for Olson |
| Pledged/hedged shares | Prohibited by company policy; none disclosed |
| Ownership guidelines | Not disclosed for directors |
Governance Assessment
- Board effectiveness: Olson contributes specialized CMC/manufacturing oversight on Compensation and Nominating committees; independence affirmed; attendance threshold met (≥75%) .
- Alignment: Director compensation is predominantly cash ($44,000 in FY2024) with modest legacy option holdings (2,858 exercisable), indicating limited equity exposure; anti-hedging/anti-pledging policy supports alignment .
- Committee quality: Compensation Committee is independent and authorized to retain external advisors; Nominating Committee independent; recent change with Oakes not renominated may alter nominating leadership dynamics .
- Investor influence: Investor Rights Agreement grants Velan board designation and protective provisions, signaling shareholder influence and potential strategic shifts; not an Olson conflict but a governance context to monitor .
- Related-party/Conflicts: No related-party transactions disclosed involving Olson. Notable related-party items involve the CEO (lease; credit line; preferred/warrant financing), all reviewed under Audit Committee policies .
RED FLAGS
- None specific to Olson identified in proxy: no related-party transactions, no Section 16(a) delinquencies noted for him, and anti-hedging/pledging policy applies –.
Watch items
- Evolving board dynamics with Velan’s designated nominee and the departure of Oakes (Nominating chair), which may impact committee leadership/independence cadence; monitor post-AGM committee reconstitution .