Sean MacDonald
Edesa BiotechAbout Sean MacDonald
Sean MacDonald (age 48) is an independent director of Edesa Biotech, Inc., serving on the board since June 7, 2019 and previously as Chairman from June 2019 to May 2023. He holds a BSc in Molecular Biology and an MBA from the University of Ottawa, and has led licensing transactions, financings, acquisitions/divestments, and corporate strategy across several pharma/biotech firms .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domain Therapeutics Inc. | Chief Executive Officer | Apr 2024–present | Led corporate strategy and transactions; external operating role while serving on Edesa’s board |
| Domain Therapeutics Inc. | Chief Business Officer | Jan–Mar 2024 | Transition role ahead of CEO appointment |
| Various investors & biotech cos. (incl. Raya Therapeutic Inc.) | Advisor | Apr 2022–Feb 2024 | Advised on strategy, BD, financing |
| iOnctura SA | Chief Business Officer | Aug 2021–Apr 2022 | Clinical-stage oncology BD leadership |
| Cosmo Pharmaceuticals NV | Head of Business Development | Apr 2019–Aug 2021 | Gastroenterology-focused BD lead |
| Corbin Therapeutics | Chief Executive Officer | Oct 2018–Aug 2021 | Led Montreal-based neuroinflammation biotech |
| Pharmascience Inc. | VP Business Development & Corporate Development | Oct 2012–Oct 2018 | Senior operational/executive roles at large Canadian pharma |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Domain Therapeutics Inc. | Chief Executive Officer | Current | External operating role; not a disclosed related party to Edesa |
Board Governance
- Independence: The board determined Sean MacDonald is independent under Nasdaq rules and SEC criteria .
- Committee assignments: Not currently listed on Audit, Compensation, or Nominating & Corporate Governance Committees (current membership excludes MacDonald) .
- Chair roles: Served as Chairman of the Board from June 2019 to May 2023; current Chairman is Carlo Sistilli .
- Attendance: The board met 7 times in fiscal 2024; each director attended at least 75% of board and committee meetings for which they served .
- Leadership structure: CEO and Chairman roles are separated; board asserts structure enhances independent oversight .
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual director cash fees | $35,000 |
| Option awards (grant-date fair value) | $0 |
| Total | $35,000 |
Note: Director fees paid in CAD and converted to USD monthly using oanda.com average FX rates .
Director compensation policy (effective Mar 24, 2022–Sep 30, 2024):
- Base remuneration: $35,000 per non-executive director; Board Chair $65,000 (includes committee service) .
- Committee fees: Audit Committee member $7,500; Audit Chair $15,000; Compensation Committee member $4,500; Compensation Chair $9,000; Nominating & Corporate Governance member $4,500; its Chair $9,000 .
Performance Compensation
- Options/Equity grants: No director option grants in FY2024; outstanding director options remained in place .
- Vesting policy: Options granted generally vest monthly—directors over 12 months from grant date; officers/employees over 36 months .
| Equity Awards Outstanding (as of Sep 30, 2024) | Count |
|---|---|
| Stock options held | 11,773 |
| New option grants in FY2024 | 0 |
Other Directorships & Interlocks
- Public-company boards: None disclosed for MacDonald beyond Edesa; biography lists executive roles rather than other public directorships .
- Investor interlocks: Board includes a Velan Capital-designated nominee (David Liu, PhD) pursuant to an Investor Rights Agreement, which may influence board composition and dynamics; no indication MacDonald is affiliated with Velan .
Expertise & Qualifications
- Deal-making and corporate strategy: Led licensing, financings, acquisitions, and divestments across multiple biopharma firms .
- Therapeutic domain exposure: Roles spanning gastroenterology, oncology, neuroinflammation; cross-functional leadership .
- Education: BSc Molecular Biology; MBA, University of Ottawa .
Equity Ownership
| Category (as of Mar 31, 2025) | Shares |
|---|---|
| Common shares owned | 2,053 |
| Options exercisable within 60 days | 11,773 |
| Total beneficial ownership | 13,826 |
| Ownership % of outstanding | <1% (“*”) |
Anti-hedging/pledging: Company policy prohibits hedging, short sales, standardized options trading, and pledging company securities by directors; no pledging disclosed for MacDonald .
Governance Assessment
- Board effectiveness and engagement: Independence affirmed; prior tenure as Chairman supports governance continuity, though he is not currently on key committees, limiting direct oversight involvement (neutral-to-modest impact on governance leverage) .
- Alignment: Cash retainer matched policy; modest equity exposure via options (11,773) and a small direct sharehold position (2,053)—overall “skin in the game” is limited relative to company insiders; outside director award cap at $250,000 mitigates excess director equity awards .
- Conflicts/related parties: No related-party transactions disclosed for MacDonald; significant related-party financings/leasing involve the CEO—Audit Committee policies require review/approval of related-party transactions .
- Risk indicators: Anti-hedging/pledging policy reduces misalignment risk; board attendance threshold met; activism-related investor rights introduced via Velan nominee—monitor board dynamics and potential influence on compensation/equity plan amendments .
RED FLAGS (none disclosed specific to MacDonald)
- No delinquent Section 16 filings noted for MacDonald (only CEO had a late filing reported); no pledging or hedging permitted; no MacDonald-related related-party transactions disclosed .
- Watch items: Not on oversight committees; external CEO role at Domain Therapeutics may create time commitment considerations (no conflict disclosed) .