Patrick Marshall
Edesa BiotechAbout Patrick Marshall
Patrick Marshall (age 54) has served as a non-employee independent director of Edesa Biotech, Inc. since May 23, 2023. He is a Managing Director at VRG Capital (since 2010) and brings over two decades of experience in capital raising, strategy, product launches, and M&A across private and public companies. He holds a BA in Sociology from Queen’s University and an MBA from the University of Exeter .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VRG Capital | Managing Director | 2010–present | Led investments; held executive roles at portfolio companies (Wheels Group Inc.; Thomas International Ltd.) |
| Wheels Group Inc. (VRG portfolio) | Executive roles | circa 2000–2015; company acquired by Radiant Logistics in 2015 | Growth, strategy, logistics experience |
| Thomas International Ltd. (VRG portfolio) | Executive roles | circa 2000–2018; company acquired by Palamon Capital Partners in 2018 | Strategy, psychometrics industry exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crawford Bowman Ltd. | Cofounder; Board Member | Current | OTC and nutritional supplements market |
| Adrem Brands Inc. | Board Member; Past President | President Jan 2016–Dec 2023; currently Board Member | OTC and nutritional supplements market |
| Jouleia Inc. | Advisor | Current | Low‑carbon home transition focus |
| Together Project | Cofounder; Advisor; Former Board Member | 2016–2023 | Community initiative |
| Lakefield College School | Trustee | Since 2012 | Education governance |
Board Governance
- Independence: The Board determined Patrick Marshall is independent under Nasdaq and SEC rules .
- Committees: Audit Committee Member; Nominating & Corporate Governance (NCG) Committee Member. Audit is chaired by Carlo Sistilli; NCG is chaired by Frank Oakes; Compensation is chaired by Joan Chypyha (Marshall is not a member) .
- Attendance: Board met 11 times in FY2023; each director attended at least 75% of Board and applicable committee meetings. Audit Committee met 4 times in FY2023 and 5 times in FY2024; Compensation Committee met 5 times in FY2023 .
| Committee | Role | Chair | FY2023 Meetings | FY2024 Meetings |
|---|---|---|---|---|
| Audit | Member | Carlo Sistilli | 4 | 5 |
| Compensation | Not a member | Joan Chypyha | 5 | — |
| Nominating & Corporate Governance | Member | Frank Oakes | — | — |
| Board of Directors | Director | Board Chair: Carlo Sistilli | 11 | — |
Fixed Compensation
| Year (Fiscal) | Fees Earned in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| FY2024 (year ended Sep 30, 2024) | 47,000 | 0 | 47,000 |
Director Compensation Policy (remuneration levels in FY2023):
- Base annual remuneration: $35,000; Board Chair: $65,000 (inclusive of committee service) .
- Audit Committee: Member $7,500; Chair $15,000 (Chair remuneration included in Board Chair amount once appointed) .
- Compensation and NCG Committees: Member $4,500 per committee; Chair $9,000 per committee .
Performance Compensation
| Item | FY2024 Status | Notes |
|---|---|---|
| Option grants to non-employee directors | None granted | Footnote states no share option grants in FY2024 |
| RSU grants to directors | None disclosed | Director table shows only cash; no RSUs disclosed for directors |
| Performance metrics (TSR, EBITDA, etc.) tied to director pay | None disclosed | Company discloses NEO pay vs performance; no director metrics disclosed |
- Option vesting policy: For directors, options generally vest monthly over 12 months beginning on the grant date (applies to prior grants) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Patrick Marshall in company filings .
- Investor Rights Agreement/Board dynamics: On Feb 12, 2025, Edesa entered into an Investor Rights Agreement giving Velan affiliated funds the right to designate a director (David Liu). Marshall is not the designee but this affects board composition and governance processes .
Expertise & Qualifications
- Capital raising, strategy, product launches, and M&A across private/public companies; prior executive roles at logistics and psychometrics firms .
- Education: BA (Queen’s University); MBA (University of Exeter) .
- Board-relevant skills: Company-building, strategic transactions, fundraising, prior board experience .
Equity Ownership
| Metric | As of Apr 2, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Beneficial ownership (total shares) | 3,083; less than 1%* | 44,989; less than 1%* |
| Common shares held directly | 0 explicitly listed; (indirect and options detailed below) | 41,666 (purchased in Feb 2025 private placement) |
| Options exercisable within 60 days | 2,618 | 2,858 |
| Indirect holdings | 465 common shares held by Quidnet Inc. (Marshall has sole voting/dispositive power) | 465 common shares held by Quidnet Inc. (Marshall has sole voting/dispositive power) |
- Anti-hedging/pledging: Company policy prohibits hedging, short-selling, trading standardized options, and pledging of company securities by directors, officers, employees, family members, and controlled entities .
- Section 16 compliance: For FY2024, company reported one late Form 4 by the CEO; no late filings disclosed for Patrick Marshall .
Governance Assessment
- Alignment signal: Marshall purchased 41,666 common shares at $1.92 in the Feb 12, 2025 private placement, increasing beneficial ownership to 44,989; terms matched other investors and were accompanied by a standard IRA for registration rights, indicating personal capital at risk and improved alignment without preferential treatment .
- Independence and oversight: Independent status confirmed; active on Audit and NCG committees with documented meeting cadence (Audit: 4 in FY2023, 5 in FY2024), supporting financial reporting integrity and governance processes .
- Attendance: Board reported all directors met at least the 75% threshold in FY2023, indicating baseline engagement; FY2024 attendance percentages not disclosed .
- Ownership level: Despite the 2025 purchase, overall ownership remains under 1%, which is typical for small-cap biotech directors but limits “skin in the game” optics versus larger personal stakes; anti-hedging/pledging policy strengthens alignment .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Marshall. Contextually, related-party arrangements disclosed involve the CEO (lease; credit agreement; preferred share purchase), not Marshall .
- Board dynamics risk: Velan’s board designee via the IRA may shift governance dynamics; however, Marshall’s roles remain on independent committees and no interlock conflicts are disclosed .
RED FLAGS: None identified specific to Patrick Marshall. No late Section 16 filings disclosed for him; no related-party transactions involving him; hedging/pledging prohibited by policy . Potential soft flag is low ownership level (<1%), partially mitigated by his 2025 share purchase .