Patrick Kirwin
About Patrick Kirwin
Patrick D. Kirwin is an independent director of ProMIS Neurosciences (PMN), serving since June 29, 2015. He is a senior partner and founding partner at Kirwin LLP, a law firm; he was admitted to the Law Society of Alberta in 1983. Kirwin holds a BA in Economics from the University of Alberta and a JD from the University of Toronto Law School. Age 68; Alberta, Canada-based; independent under Nasdaq and Canadian rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kirwin LLP | Senior Partner; Founding Partner | Admitted 1983; ongoing (not otherwise specified) | Legal practice leadership and IP/trademarks; no PMN committee relevance disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None reported among current directors | — | — | PMN discloses no other reporting-issuer board seats for Kirwin |
Board Governance
- Independence: Determined independent by PMN’s board under Nasdaq/Canadian rules .
- Committee memberships (current as of April 16, 2025):
- Audit Committee member (Chair: William Wyman; members: Wyman, Kirwin, Mandel‑Brehm) .
- Corporate Governance and Nominating Committee member (Mandel‑Brehm, Kirwin, Wyman) .
- Not a member of the Compensation Committee (members: Shafmaster, Wyman) .
- Attendance (FY 2024): Board 6/6; Committee meetings 5/5 (Kirwin). PMN held 6 board meetings; all directors ≥75% attendance .
- Lead Independent Director: Maggie Shafmaster .
Fixed Compensation
- PMN’s non‑employee director policy (adopted Dec 2024): Annual board retainer $40,000; Committee retainers—Audit Chair $15,000; Audit member $7,500; Comp Chair $10,000; Comp member $5,000; Nominating Chair $8,000; Nominating member $4,000. Directors also receive equity awards (see next section) .
- FY 2024 actuals for Patrick Kirwin:
| Component | FY 2024 Amount (USD) |
|---|---|
| Fees paid in cash | $40,000 |
| Option awards (grant-date fair value) | $34,968 |
| All other compensation | $0 |
| Total | $74,968 |
Performance Compensation
- Equity award framework for non‑employee directors (policy): Initial option grant 40,000 options on election; annual option grant 20,000 options at each annual meeting; potential re‑stake option grants; vesting: initial 25% at grant, remainder monthly over 3 years; annual options vest in full by next annual meeting; re‑stake: 1/3 at grant, remainder monthly over 2 years; full acceleration upon a “Triggering Event” under the plan .
- Outstanding director options (as of Dec 31, 2024):
| Metric | Kirwin (Shares/Units) |
|---|---|
| Shares underlying option awards (#) | 38,887 |
- Performance metrics tied to director compensation: None disclosed (no revenue, EBITDA, TSR, or ESG targets for directors in proxy; directors compensated via retainers and time‑based option vesting) .
Other Directorships & Interlocks
| Company/Entity | Relationship | Notes |
|---|---|---|
| PMN Audit Committee | Member | Audit committee report signed by Chair Wyman with members Kirwin and Mandel‑Brehm |
| PMN Corporate Governance & Nominating Committee | Member | Governance oversight (board effectiveness, nominations) |
| Compensation Committee | Not a member | Committee comprised of Shafmaster and Wyman |
| Other public boards | None reported | PMN disclosure indicates remaining current directors (including Kirwin) are not directors of other reporting issuers |
Expertise & Qualifications
- Legal and governance expertise: Senior partner and founding partner at Kirwin LLP; Barrister & Solicitor (Alberta). Degrees: BA Economics (University of Alberta), JD (University of Toronto) .
- Board experience: PMN director since 2015; service on Audit and Corporate Governance committees .
Equity Ownership
- Beneficial ownership (as of April 16, 2025):
| Category | Shares |
|---|---|
| Direct ownership | 52,145 |
| Patrick D. Kirwin Professional Corporation | 41,331 |
| Spouse | 7,648 |
| Options exercisable within 60 days | 38,887 |
| Warrants exercisable within 60 days | 14,333 |
| Total beneficial ownership | 154,344 |
| Ownership as % of outstanding | <1% (asterisk in proxy table) |
- Hedging/pledging: PMN discloses there are no specific requirements preventing NEOs or directors from purchasing hedging instruments (e.g., collars/swaps) designed to offset decreases in PMN stock value (policy context; no individual hedging disclosed) .
Governance Assessment
-
Positives:
- Independent director with strong legal background; sits on Audit and Governance committees, supporting oversight of financial reporting and board effectiveness .
- Perfect attendance in 2024 across board and committee meetings (6/6 board; 5/5 committee), indicating high engagement .
- Director equity awards provide alignment (time‑based vesting; annual awards), and ownership includes direct, professional corporation, and family holdings .
- Compensation processes supported by an independent compensation consultant (Alpine Rewards) engaged by the Compensation Committee (independence assessed) .
-
Watch items / potential red flags:
- PMN permits use of hedging instruments; absence of explicit director stock ownership guidelines is not disclosed—potential misalignment risk if hedging is used (no such use disclosed for Kirwin) .
- Board‑level related‑party exposure exists via Chair Eugene Williams’s consulting agreement ($225,000/year), though not directly implicating Kirwin; still relevant to overall board independence perception .
- PMN notes “no formal assessment procedure” for annual board/committee effectiveness, despite Governance Committee responsibility—process rigor may be a concern for investors focused on governance quality .
-
Overall: Kirwin’s independence, committee roles, and attendance support board effectiveness; equity participation indicates alignment. Investors should monitor PMN’s hedging policy and the chair’s consulting relationship for broader governance optics, while noting Kirwin is not party to related‑party transactions disclosed .