DEF 14A of Alpha Cognition Inc.
Filed Apr 30, 2026 · FY20250001213900-26-050234
Director Biographies
Director Biographies The following are brief biographies of the Corporation’s nominees for election to the Board: Michael McFadden, 58, Chief Executive Officer since April 12, 2021 and Director since March 28, 2021 Mr. McFadden brings more than 30 years of successful leadership experience spanning pre-IND drug discovery through the commercialization and has launched over a dozen therapies in neurology, psychiatry, endocrinology and urology. He has over 16 years’ experience in neuroscience. Mr. McFadden’s principal occupation has been acting Chief Executive Officer of the Company since April 12, 2021. Prior to that Mr. McFadden was Chief Commercial Officer at MPower Health from February 2020 through April 2021, Chief Commercial Officer at Urovant Sciences (Nasdaq: UROV) from January 2018 through November 2019, and SVP Sales and Marketing at Avanir Pharmaceuticals (Nasdaq: AVNR) from April 2015 through January 2017. Prior to these roles, Mr. McFadden held leadership roles at Amylin Pharmaceuticals (Nasdaq: AMLN) and Pharmacia. He serves on advisory board at MPower Health. We believe that Mr. McFadden is qualified to serve on our board of directors due to his current role as Chief Executive Officer of the Company and his extensive experience in the industry. Kenneth Cawkell, 74, Corporate Secretary and Director since March 18, 2021 Mr. Cawkell co-founded Cawkell Brodie LLP, a Vancouver based law firm, where he was acting as managing partner from 1987 to 2022, when he retired from practice. Mr. Cawkell was the founder of the Company and served as Company’s Chief Executive Officer through its qualifying transaction in April of 2021. He has also served as Corporate Secretary and a consultant to the Company since March 18, 2021 to current. Mr. Cawkell is the founder and CEO of Neurodyn Life Sciences Inc., a private biotech company focused on developing natural based products to treat Alzheimer’s and other neurodegenerative diseases. He has been active in the biotech industry within public, private and venture capital markets as a professional advisor and as a principal or investor for over 25 years. We believe that Mr. Cawkell is qualified to serve on our board of directors due to his legal expertise and extensive experience with the Company and in developing treatments for Alzheimer’s disease. Rejeev ‘Rob’ Bakshi, 66, Director since November 15, 2017 Mr. Bakshi was CEO and Chairman of Crystal Bridge Enterprises, Inc. from November 2017 until its merger with the Company in March 2021. Mr. Bakshi has been the Chief Executive Officer of Active Witness Corp., a private early stage technology company focused on developing innovative access control solutions for secured buildings, from 2018 to present. Mr. Bakshi was the co-founder of technology company, Silent Witness Enterprises Ltd., which was listed on the TSX and NASDAQ. He oversaw the company’s growth strategy before being sold to Honeywell for approximately $90 million in 2003. Since then, he has been involved with industrial land development, building a Convention Centre in Calgary and other strategic investments. In 2009, Mr. Bakshi began working with a South Korean company to establish Apivio Systems Inc. He led the strategy to turn the business into a Canadian company, putting together an independent board of directors, financing, and corporate governance in his capacity as Executive Chairman. In 2013, he was appointed CEO and was responsible for taking the company public. Apivio Systems Inc. was acquired by Nuri Telecom Company in an all-cash transaction in the spring of 2017. Mr. Bakshi is an accomplished real estate and technology investor and advises both private and public companies. We believe that Mr. Bakshi is qualified to serve on our board of directors due to his experience with NASDAQ and TSX cross-listed companies. Len Mertz, 70, Chairman and Director since March 18, 2021 Mr. Mertz has been a director since Alpha Cognition’s founding and was named Chairman in 2021. Mr. Mertz’ principal occupation has been as the Chairman of Shannon West Texas Memorial Hospital, a CMS rated 5-star hospital, with currently budgeted gross revenues exceeding $1 billion and since January 1982 as a co-founder and partner of Mayne & Mertz, Inc. an oil & gas exploration company. He has over 35 years of experience as a co-founder, board member, or investor in various companies including Triumvira Immunologics and Akido Labs. In addition, he serves on the board of the First National Bank of Mertzon. He began his career as a certified public accountant and obtained his BBA in Finance with Highest Honors and his Masters in Professional Accounting both from the University of Texas at Austin. Mr. Mertz is not standing for re-election as a director. Phillip Mertz, 41, Director since March 18, 2021 Mr. Mertz became a director of Alpha Cognition in 2019. He is the Co-founder and President of Cenizas Labs Inc., a technology company leading innovation in neurotechnology and artificial intelligence. He is also a partner at Cenizas Capital and Mertz Holdings, through which he invests in emerging ventures, including Alpha Cognition. Mr. Mertz is a founding partner behind Secure Open Solutions, a firm helping federal contractors meet cybersecurity and regulatory compliance requirements. Earlier in his career, he led business development for CNG Energy and worked as a management consultant with Touchstone Consulting Group. He graduated from Harvard University in 2006 with an A.B. in Economics. We believe that Mr. Mertz is qualified to serve on our board of directors due to his experience with neurotechnology and neurodegenerative diseases. Robert Wills, 72, Director since April 7, 2025 Dr. Wills brings decades of experience in the pharmaceutical and biotechnology industries, with a distinguished career in drug development, corporate strategy, and executive leadership. Dr. Wills joins the Board with over four decades of experience as a leader in the pharmaceutical industry. Dr Wills serves as Chairman of the Board of Milestone Pharmaceuticals, Inc. (Nasdaq: MIST), and serves on as a board member at Parion Sciences, Inc.. Dr Wills previously served as the Chairman of the Board of CymaBay Therapeutics (Nasdaq: CBAY) prior to the acquisition by Gilead Sciences, Inc. in March 2024, as a board member at Oncternal Therapeutics (Nasdaq: ONCT) from 2019-2025, and served as Executive Chairman of GTx, Inc. from 2019-2025. Prior to that he spent over 25 years at Johnson & Johnson. His roles included Vice President, Alliance Management, Janssen Pharmaceutical Companies of Johnson & Johnson and as Senior Vice President Global Development, where he was responsible for the R&D pipeline and a member of the R&D Board of Directors. Dr. Wills holds a B.S. in Biochemistry and a M.S. in Pharmaceutics from the University of Wisconsin and a Ph.D. in Pharmaceutics from the University of Texas. We believe that Dr. Wills is qualified to serve on our board of directors due to his experience in drug development and executive leadership. The Board has selected Dr. Wills to be Chairman of the Board following the Meeting replacing Len Mertz who is not standing for re-election. Bethany Sensenig, 50, Director since April 15, 2026
Director Biographies
Ms. Sensenig was most recently Chief Financial Officer and Head of Operations at Radius Health, Inc (May 2024 to April 2026), a commercial stage biopharmaceutical company, where she played a critical leadership role in the growth, financial performance, and sale of the company. Prior to this, she served as Chief Financial Officer, and Interim CEO of 9 Meters Biopharma (Jan 2022 to July 2023), a clinical-stage biotechnology company. Preceding 9 Meters, Ms. Sensenig was Chief Financial Officer and Head of U.S. Operations at Minovia Therapeutics, Ltd. (June 2019 to Jan 2022), a clinical-stage biotechnology company, focused on rare diseases, where she led the company’s business and financing strategy. She spent 13 years at Biogen Inc., a multinational biotechnology company, where she held several positions of increasing responsibility, the latest of which was Vice President of Finance and Commercial Operations. Ms. Sensenig has played key roles in numerous transactions, financings and acquisition-related deals throughout her career and had direct P&L accountability at Biogen for upwards of $1 billion in annual revenue across 30 countries spanning the U.S., Asia-Pacific, Latin America and Europe. Ms. Sensenig is also a member of the Board of Directors at Supernus Pharmaceuticals (NASDAQ: SUPN) and KalVista Pharmaceuticals (NASDAQ: KALV). We believe that Ms. Sensenig is qualified to serve on our board of directors due to her experience in public company accounting and financial strategy.
Family Relationships
Family Relationships There are no family relationships among any of our directors or executive officers, except that Len Mertz is the father of Phillip Mertz.
Arrangements between Officers and Directors
Arrangements between Officers and Directors To our knowledge, there is no arrangement or understanding between any of our officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.
Director Involvement in Certain Legal Proceedings
Director Involvement in Certain Legal Proceedings Corporate Cease Trade Orders To our knowledge, no director or executive officer of Alpha Cognition is, as of the date hereof, or was within ten years before the date hereof, a director, chief executive officer or chief financial officer of any company (including Alpha Cognition), that:
Director Involvement in Certain Legal Proceedings
| (a) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer; or |
Director Involvement in Certain Legal Proceedings
| (b) was subject to a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, that was in effect for a period of more than 30 consecutive days, that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer. |
Director Involvement in Certain Legal Proceedings
Mr. Cawkell is a director of Centurion Minerals Ltd. (“Centurion”). Centurion was subject to a cease trade order (the “Centurion CTO”) issued by the British Columbia Securities Commission on December 5, 2017, for failure to file its audited annual financial statements for the year ended July 31, 2017. Subsequently, Centurion dismissed its auditor on February 13, 2018, as its board of directors lost confidence in the former auditors’ ability to complete the audit in a timely fashion, if at all. Centurion engaged a new auditor to complete the audit and filed its audited annual financials for the year ended July 31, 2017, on March 1, 2018 and its first quarter on March 13, 2018. The Centurion CTO was revoked on May 3, 2018. Mr. Cawkell is a director of Well Health Technologies (“Well Health”). Well Health was subject to a management cease trade order (“Well Health MCTO”) issued by the British Columbia Securities Commission on April 2, 2024 for failure to file its annual filings for the year ended December 31, 2024. The Well Health MCTO prohibited the chief executive officer and the chief financial officer of the Company from trading in securities of the Company for so long as the annual filings were not filed, including the disposition or acquisition of securities of the Company under any automatic plan. During this period, the Company had undertaken not to, directly or indirectly, issue or acquire securities from an insider or employee of the Company. The annual filings were subsequently filed April 14 2024 and the Well Health MCTO was lifted. Bankruptcies and Other Proceedings To Alpha Cognition’s knowledge, no director or executive officer of Alpha Cognition, or a shareholder holding a sufficient number of securities of Alpha Cognition to affect materially the control of Alpha Cognition:
Director Involvement in Certain Legal Proceedings
| (a) is, as of the date hereof, or has been within the ten years before the date hereof, a director or executive officer of any company (including Alpha Cognition) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; |
Director Involvement in Certain Legal Proceedings
| (b) has, within the ten years before the date hereof, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder; |
Director Involvement in Certain Legal Proceedings
| (c) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or |
Director Involvement in Certain Legal Proceedings
| (d) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for a proposed director. |
Director Involvement in Certain Legal Proceedings
Penalties or Sanctions To our knowledge, no director or executive officer of Alpha Cognition has been subject to any legal proceeding or other event described in Item 401(f) of Regulation S-K during the past ten years.
Other Directorships
Other Directorships The following sets forth the directors of the Company who are directors of other reporting issuers as at April 24, 2026: Kenneth Cawkell: Westmount Minerals Corp., Portofino Resources Inc., Centurion Minerals Inc. and Well Health Technologies Corp. Mr. Wills: Milestone Pharmaceuticals, Inc. and Oncternal Therapeutics Ms. Sensenig: Supernus Pharmaceuticals and KalVista Pharmaceuticals
Voting for Election of Directors
Voting for Election of Directors
Voting for Election of Directors
| (a) if the number of directors fixed for the time being by the shareholders is the same as the number of nominees standing for election as a director, a nominee is elected as a director by virtue of receiving at least one vote “For”; and |
Voting for Election of Directors
| (b) if the number of directors fixed for the time being by the shareholders is less than the number of nominees standing for election as a director, then the number of nominees equal to the number of directors fixed for the time being who receive the highest proportion of votes cast will be elected as directors. |
Voting for Election of Directors
The allowable votes with respect to the election of directors are “For” and “Withhold”. Directors are elected individually, and cumulative voting is not permitted in the election of directors. Abstentions and broker non-votes will have no effect on this proposal regarding the election of directors. Cumulative voting (i.e., a form of voting where shareholders are permitted to cast all of their aggregate votes for a single nominee) will not be permitted. Unless otherwise instructed, it is the intention of the persons named as proxies on the accompanying proxy card to vote shares represented by properly executed proxies for the election of such nominees. Where no choice is so specified with respect to any resolution or in the absence of certain instructions, the proxies given pursuant to this solicitation will be voted “FOR” the nominees. Although each nominee has agreed to be nominated and serve if elected and the Board anticipates that the six nominees will be available to serve as directors of the Company, if any of them should be unwilling or unable to serve, it is intended that the proxies will be voted for the election of such substitute nominee or nominees as may be designated by the Board. The Board recommends a vote “FOR” each of the nominees for director.
Voting for Election of Directors
| 4. | APPOINTMENT OF INDEPENDENT AUDITORS |
Voting for Election of Directors
CBIZ CPAs P.C. (“CBIZ”) was appointed as the Company’s independent auditors in October 2025. CBIZ served as the Company’s independent auditors for the fiscal year ended December 31, 2025, and has been appointed by the Audit Committee to continue as the Company’s independent auditor for the fiscal year ending December 31, 2026, and until the next annual general meeting of shareholders. Representatives of CBIZ are not expected to be present at the Meeting, however if in attendance they will have the opportunity to make a statement if they desire to do so and be available to respond to appropriate questions from shareholders. Although the appointment of CBIZ is not required to be submitted to a vote of shareholders, the Board believes it appropriate as a matter of policy to request that Shareholders approve the appointment of the independent auditors for the fiscal year ending December 31, 2026. In the event a majority of the votes cast at the Meeting are not voted in favor of appointment, the adverse vote will be considered as a direction to the Audit Committee to select other auditors for the fiscal year ending December 31, 2026. Section 10A(i) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), prohibits the Company’s independent auditor from performing audit services for the Company as well as any services not considered to be “audit services” unless such services are pre-approved by the Audit Committee of the Board, or unless the services meet certain de minimis standards. Under the Company’s Audit Committee Charter, all non-audit services to be performed by the Company’s independent auditor must be approved in advance by the Audit Committee.
Board of Directors
Board of Directors The composition of the Board currently consists of the following seven members: Michael McFadden, Len Mertz, Phillip Mertz, Kenneth Cawkell, Rajeev ‘Rob’ Bakshi, Bethany Sensenig and Robert Wills.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Option Awards (8) ($) (f) | Non-Equity Incentive Plan Compensation ($) (g) | Non-qualified Deferred Compensation Earnings ($) (h) | All Other Compensation(7) ($) (i) | Total ($) (j) | | Michael McFadden | 2025 | $625,000 | $468,750 | $- | $2,500,000(2) | $- | $- | $30,431 | $3,624,181 | | Chief Executive Officer(1) | 2024 | $500,000 | $412,500 | $- | $- | $- | $- | $31,186 | $943,686 | | Lauren D’Angelo | 2025 | $500,000 | $375,000 | $- | $1,500,000(4) | $- | $- | $33,591 | $2,408,591 | | Chief Commercial Officer and Chief Operating Officer(3) | 2024 | $420,000 | $346,500 | $- | $- | $- | $- | $31,186 | $797,685 | | Henry Du | 2025 | $285,000 | $147,925 | $- | $- | $- | $- | $31,581 | $464,506 | | Interim Chief Financial Officer(5) | 2024 | $54,427 | $38,500 | $- | $267,310(6) | $- | $- | $3,325 | $363,562 |
Summary Compensation Table
| (1) Mr. McFadden was appointed as CEO of the Company effective as of April 12, 2021, and as a director of the Company effective as of March 28, 2022. Mr. McFadden received compensation for acting as the CEO of the Company. |
Summary Compensation Table
| (2) In February 2025, the Company granted 496,947 Common Share options with an exercise price of $5.93 per share. The options will be subject to the following vesting terms: 12.5% vesting on the Grant Date and remainder to vest 8% per quarter thereafter and 7.5% vesting on the final quarter. |
Summary Compensation Table
| (3) Mrs. D’Angelo was appointed as Chief Operating Officer of the Company effective as of September 28, 2023, previously she served as Chief Commercial Officer. |
Summary Compensation Table
| (4) In February 2025, the Company granted 298,168 Common Share options with an exercise price of $5.93 per share. The options will be subject to the following vesting terms: 12.5% vesting on the Grant Date and remainder to vest 8% per quarter thereafter and 7.5% vesting on the final quarter. |
Summary Compensation Table
| (5) Mr. Du was appointed as the Vice President of Finance and Accounting and interim Chief Financial Officer effective October 21, 2024. |
Summary Compensation Table
| (6) In October 2024, the Company granted 32,000 Common Share options with an exercise price of $15.00CAD per share. The options will be subject to vesting terms of over three years with equal vesting on a quarterly basis. |
Summary Compensation Table
| (7) Healthcare benefits. |
Summary Compensation Table
| (8) For assumptions regarding the valuation of Options, see Note 9 – Stockholders’ Equity - to our audited annual consolidated financial statements for the year ended December 31, 2025 as filed with our Annual Report on Form 10-K on March 31, 2026. The amounts in this column represent the dollar amounts for the aggregate grant-date fair value of Options granted pursuant to the Stock Option Plan, computed in accordance with FASB ASC Topic 718. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End A summary of the number and the value of the outstanding equity awards as of December 31, 2025, held by the named executive officers is set out in the table below.
Outstanding Equity Awards at Fiscal Year-End
| | | Option Awards | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Michael McFadden | 41,451(1) | - | 5.11 | 8/3/2031 | | | 38,549(2) | - | 5.11 | 8/3/2031 | | | 202,560(1) | 6,563(3) | 4.01 | 6/8/2033 | | | 30,877(2) | | 4.01 | 6/8/2033 | | | 161,061(1) | 315,561(4) | 5.93 | 2/25/2035 | | | 20,325(2) | - | 5.93 | 2/25/2035 | | Lauren D’Angelo | 24,000(2) | - | 5.11 | 8/3/2031 | | | 6,000 (2) | - | 5.11 | 2/14/2032 | | | 92,290(1) | 4,320(5) | 4.01 | 6/8/2033 | | | 61,390(2) | - | 4.01 | 6/8/2033 | | | 88,506 | 189,337(6) | 5.93 | 2/25/2035 | | | 20,325 | - | 5.93 | 2/25/2035 | | Henry Du | 10,666 | 21,334(7) | 10.94 | 10/21/2034 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Non-qualified stock option grant. |
Outstanding Equity Awards at Fiscal Year-End
| (2) Incentive stock option grant. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Vests: 12.5% of the total number of Options granted will vest immediately on the grant date with the remaining balance of the number of Options vesting monthly over the following 32 months. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Vests: 12.5% of the total number of Options granted will vest immediately on the grant date with the remaining balance of the number of Options vesting monthly over the following 32 months. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Vests: 12.5% of the total number of Options granted will vest immediately on the grant date with the remaining balance of the number of Options vesting monthly over the following 32 months. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Vests: 12.5% of the total number of Options granted will vest immediately on the grant date with the remaining balance of the number of Options vesting monthly over the following 32 months. |
Outstanding Equity Awards at Fiscal Year-End
| (7) he Options will vest over three years with equal vesting on a quarterly basis. |
Director Compensation
Director Compensation The following table sets forth a summary of the compensation earned by the non-employee directors of the Corporation during fiscal year ended December 31, 2025.
Director Compensation
| Name | Fees earned paid in cash ($) | Stock awards ($) | Option awards ($)(1) | All other compensation ($) | Total ($) | | Len Mertz | - | - | 280,000 | - | 285,000 | | Kenneth Cawkell | 51,000 | - | 195,000 | - | 246,000 | | Philip Mertz | 52,000 | - | 195,000 | - | 247,000 | | Rajeev Bakshi | 53,500 | - | 195,000 | - | 248,500 | | Robert Wills | 40,000 | - | 145,000 | - | 185,000 | | John Havens | 28,750 | - | 194,973 | - | 223,723 |
Director Compensation
Notes:
Director Compensation
| (1) For assumptions regarding the valuation of Options, see Note 9 – Stockholders’ Equity to our audited annual consolidated financial statements for the year ended December 31, 2025 as filed with our Annual Report on Form 10-K on March 31, 2026. The amounts in this column represent the dollar amounts for the aggregate grant-date fair value of Options granted pursuant to the Stock Option Plan, computed in accordance with FASB ASC Topic 718. |
Narrative Disclosure to Director Compensation Table
Narrative Disclosure to Director Compensation Table On February 18, 2025, the Compensation Committee established the annual Board compensation package as a base salary of $40,000 per director ($70,000 for the Chairman), $95,000 in stock option grants, an additional $15,000 for the chair of the Audit Committee, $12,000 for the chair of the Compensation Committee and $10,000 for the chair of the Governance Committee, $7,500 for a member of the Audit Committee, $6,000 to a member of the Compensation Committee and $5,000 to a member of the Governance Committee. In 2025, each director also received a one-time option grant of $100,000.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS None of the current or former directors, executive officers, employees, and proposed nominees for election as directors or their associates is or has since the beginning of the last completed financial year, been indebted to the Company or any of its subsidiaries or indebted to another entity where such indebtedness is or was the subject of a guarantee, support agreement, letter of credit or other similar instrument or understanding provided by the Company or any of its subsidiaries.