Joan Chypyha
Edesa BiotechAbout Joan Chypyha
Independent director with 30+ years in pharma across business development, sales/marketing, and general management; age 58; joined Edesa’s board on May 23, 2023; currently chairs the Compensation Committee and serves on the Audit Committee; education: Bachelor’s (University of Toronto) and MBA (Queen’s University). Independence affirmed by the Board under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alto Pharmaceuticals, Ltd. | President, founder | Founded 2009; ongoing | Specialty pharma in dermatology/women’s health/elder care |
| Cipher Pharmaceuticals, Inc. | President; previously VP Marketing & Sales | Jul 2015–Jun 2017 (President) | Led commercial operations |
| Rhei Pharmaceuticals Ltd. | Executive role | Not disclosed | Commercial/BD roles |
| Barrier Therapeutics Canada, Inc. | Executive role | Not disclosed | Dermatology-focused ops |
| Hoffman‑La Roche | Senior roles (progressively) | 16 years | Large-cap pharma operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ovation Science Inc. | Director; Audit Committee member | Since Feb 2018 | Governance/financial oversight |
| Up Cannabis Inc. | Advisory board member | Aug 2017–Jan 2019 | Industry advisory |
| Canadian Dermatology Industry Association | President | 2015–2023 | Sector leadership |
| DiTiDE (Dermatology Industry Taskforce on Inclusiveness, Diversity & Equity) | Co‑Chair; Co‑founder | Since 2020 | EDI initiatives |
| Canadian Healthcare Licensing Association | Board involvement | Not disclosed | Non‑profit board service |
Board Governance
- Committees: Compensation (Chair: Joan Chypyha); members include David Liu, Frank Oakes (not nominated for re‑election), Charles Olson. Audit (Chair: Carlo Sistilli); members include Joan Chypyha, Patrick Marshall, Carlo Sistilli. Nominating & Corporate Governance (Chair: Frank Oakes; not nominated for re‑election); members include Patrick Marshall, Charles Olson.
- Independence: Board determined Joan Chypyha is independent under Nasdaq/SEC rules.
- Attendance: Board met 7 times in FY2024; each director attended at least 75% of aggregate Board and assigned committee meetings. Audit Committee met 5 times; Compensation Committee met 1 time; Nominating & Corporate Governance met 2 times.
- Audit Committee report signed by Joan Chypyha alongside other members, evidencing engagement with auditor oversight (MNP LLP).
Fixed Compensation
| Component | FY2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $51,500 |
| Option Awards | $0 |
| Total | $51,500 |
Director fee policy (effective Mar 24, 2022–Sep 30, 2024): base director retainer $35,000; Board Chair $65,000; Audit Committee member $7,500; Audit Chair $15,000; Compensation and Nominating members $4,500 each; Compensation and Nominating Chairs $9,000 each.
Performance Compensation
| Equity Element | FY2024 Grant | Status |
|---|---|---|
| Annual option grant to directors | None granted in FY2024 | No director option grants in FY2024 |
| Options held (as of Sep 30, 2024) | 2,858 options | Outstanding; count disclosed (strike/expiry not disclosed for directors) |
- Option vesting policy: Director options generally vest monthly over 12 months beginning on grant date.
Other Directorships & Interlocks
- Public company directorship: Ovation Science Inc. (director; audit committee member).
- Interlocks/potential conflicts: No related‑party transactions disclosed involving Joan Chypyha; RPTs disclosed involve entities affiliated with CEO (lease and financings) and investor financing (Series A‑1, Series B‑1).
Expertise & Qualifications
- 30+ years pharma operating experience with founder/President roles (Alto), commercial leadership (Cipher), and 16 years at Hoffman‑La Roche.
- Governance/financial oversight via audit committee roles (Ovation Science) and Edesa Audit Committee membership; chairs Edesa Compensation Committee.
- Education: Bachelor’s (University of Toronto); MBA (Queen’s University).
- Sector leadership: President of Canadian Dermatology Industry Association (2015–2023); Co‑Chair of DiTiDE.
Equity Ownership
| Measure | Value |
|---|---|
| Total beneficial ownership (shares) | 2,887 (29 common + 2,858 options exercisable within 60 days) |
| Ownership % of outstanding shares | <1% (asterisk denotes less than 1%) |
| Vested vs. unvested | 2,858 options exercisable within 60 days (treated as currently exercisable) |
- Anti‑hedging/pledging policy: Company policy prohibits hedging, short sales, standardized options trading, and pledging of Company securities by directors/officers/employees.
- Section 16(a) compliance: Only the CEO reported a late Form 4 due to administrative error; no delinquency noted for Joan Chypyha.
Governance Assessment
- Independence and committee leadership: Independence affirmed; chairs Compensation Committee and serves on Audit Committee—positions that influence pay oversight and financial controls.
- Engagement indicators: Signed Audit Committee report and attendance at least 75% across Board/committees; Audit Committee met 5 times in FY2024, indicating active financial oversight.
- Monitoring point: Compensation Committee held 1 meeting in FY2024; given ongoing equity plan activity, investors may monitor Compensation Committee cadence and responsiveness.
- Alignment: Modest cash compensation ($51,500) and limited outstanding options (2,858) suggest some, but not heavy, equity alignment; no director equity grants in FY2024.
- Conflicts/related party: No RPTs disclosed involving Joan; anti‑hedging/pledging policy reduces alignment risks from hedging or pledging.
- Shareholder oversight context: Company holds annual Say‑on‑Pay votes; 2019 Equity Plan amendment up for approval to increase share reserve and remove fungible pool, which can affect director/executive award flexibility (outside director annual limit $250,000 maintained).
Overall signal: Independent, sector‑experienced director with compensation oversight responsibilities and audit involvement; limited equity grants in FY2024 reduce immediate alignment risk of large stock awards, while policy framework (anti‑hedging/pledging; clawback for executives) supports governance discipline. Continued monitoring of Compensation Committee meeting frequency and any future changes to equity award practices is prudent.