David Liu
Edesa BiotechAbout David Liu
David Liu, PhD, age 39, was appointed an independent director of Edesa Biotech on February 12, 2025, as Velan Capital’s designated nominee under an Investor Rights Agreement; he is currently a Senior Analyst at Velan Capital Investment Management and previously served as a Biotech Analyst at Altium Capital Management (Stanford B.S. Biological Sciences; Ph.D. Molecular Biology from Weil Cornell Graduate School of Medical Sciences) . As of March 31, 2025, Dr. Liu reported no beneficial ownership of Edesa common shares .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Velan Capital Investment Management LP | Senior Analyst | Jan 2023–Mar 2024; since Dec 2024 | Investment analysis in biopharmaceutical industry |
| Altium Capital Management, LP | Biotech Analyst | Jan 2019–Nov 2022 | Investment analysis focused on healthcare companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Velan Capital Investment Management LP | Senior Analyst | Jan 2023–Mar 2024; since Dec 2024 | Affiliated with Velan; designated to Edesa Board under Investor Rights Agreement (IRA) |
Board Governance
- Independence: The Board determined David Liu is independent under Nasdaq Listing Rules and SEC standards .
- Board and committees: Dr. Liu serves on the Compensation Committee; the Compensation Committee is chaired by Joan Chypyha. Audit Committee is chaired by Carlo Sistilli; Nominating & Corporate Governance Committee has different members (Liu is not listed) .
- Attendance cadence: The Board met seven times in fiscal 2024 and the Audit Committee met five times; each director serving that year attended at least 75% of Board/committee meetings. Dr. Liu joined in 2025, so his attendance was not applicable to FY2024 disclosures .
| Committee | Member Role | Chair | FY2024 Meetings |
|---|---|---|---|
| Compensation | Member (David Liu) | Joan Chypyha | Not disclosed |
| Audit | Not a member (Liu) | Carlo Sistilli | 5 meetings |
| Nominating & Corporate Governance | Not a member (Liu) | Not disclosed | Not disclosed |
Fixed Compensation
| Component | Amount (Annual) | Notes |
|---|---|---|
| Base director retainer (non-executive) | $35,000 | Effective Mar 24, 2022 through Sep 30, 2024 |
| Board Chair retainer | $65,000 | Inclusive of committee service |
| Audit Committee member fee | $7,500 | |
| Audit Committee chair fee | $15,000 | |
| Compensation Committee member fee | $4,500 | Per committee |
| Compensation Committee chair fee | $9,000 | |
| Nominating & Corporate Governance member fee | $4,500 | Per committee |
| Nominating & Corporate Governance chair fee | $9,000 | |
| Currency/Conversion | — | Director compensation paid in CAD; amounts disclosed in USD using average monthly FX rates for FY2024 |
Performance Compensation
| Item | FY2024 Director Treatment | Notes |
|---|---|---|
| Option awards ($) | $0 | No director share option grants in FY2024 |
| Equity grants (RSUs/PSUs) | Not disclosed for directors | Director table shows cash and option columns; no equity grants reported |
| Performance metrics tied to director pay | Not disclosed | No director-specific performance metrics disclosed |
Other Directorships & Interlocks
| Entity | Relationship/Interlock | Details |
|---|---|---|
| Velan Capital | Investor-designated board seat | IRA grants Velan the right to designate one director nominee during the Lead Investor Rights Period; Dr. Liu is the designee |
| Velan Board observer | Non-voting observer | IRA entitles Velan to designate one non-voting observer to attend Board and committee meetings during the Lead Investor Rights Period |
| IRA protective provisions | Governance constraints | Changes adverse to Series B‑1 holders or altering special rights require Velan investors’ consent during specified periods |
No other public company directorships for David Liu are disclosed in the 2025 proxy .
Expertise & Qualifications
- Over 10 years of biopharma investment experience (Velan, Altium) .
- B.S. in Biological Sciences (Stanford) and Ph.D. in Molecular Biology (Weil Cornell Graduate School of Medical Sciences) .
- Board qualification: experience in the biopharmaceutical industry .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Liu, PhD | — | * | Dr. Liu does not beneficially own any common shares as of March 31, 2025 (7,022,678 shares outstanding base) |
| Pledging/Hedging | Not disclosed | — | Proxy includes an Anti-Hedging Policy section; no pledging disclosures for Liu |
Governance Assessment
- Independence and committee service: Liu is independent and serves on the Compensation Committee, contributing investor and biopharma expertise to pay decisions .
- Investor affiliation signal: His appointment under Velan’s IRA underscores significant investor influence; during the Lead Investor Rights Period, Velan retains governance rights including a board observer and protective provisions—heightening potential conflicts to monitor, especially given his role on the Compensation Committee .
- Ownership alignment: As of March 31, 2025, Liu had no beneficial share ownership, implying limited personal economic alignment at appointment; monitor future equity grants or purchases for improved alignment .
- Attendance context: Board and Audit Committee met frequently in FY2024 with strong attendance reported for then-serving directors; Liu’s attendance will be assessable in subsequent proxies given his 2025 appointment .
RED FLAGS to monitor
- Investor-designated seat and protective provisions under IRA (potential influence on governance and compensation structures) .
- No current share ownership for Liu (alignment shortfall at appointment; reassess post-2025) .
Policy mitigants
- Audit Committee oversight of related-party transactions; interested directors excluded from determinations .
- Board’s formal independence review in line with Nasdaq and SEC rules .