Jiong Ma
ANAVEX LIFE SCIENCESAbout Jiong Ma
Independent Board Chair of Anavex Life Sciences Corp. (AVXL); age 61; director since May 2021 . Over 25 years in investing and scaling companies in digital health, technology, and energy; expertise includes information security/cybersecurity and public company board experience . Education: PhD in Electrical & Computer Engineering (University of Colorado Boulder), MS in Electrical Engineering (Worcester Polytechnic Institute); Kauffman Fellow .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Braemar Energy Ventures | Senior Partner; Investment Committee member | 2008–2020 | Led >15 investments in resource efficiency, e‑mobility, industrial digitalization, renewables, deep tech; multiple exits via M&A/IPO . |
| 3i Group (Venture Capital Group) | Investor across Digital Health, TMT, Cleantech | 2004–2007 | Led investments across stages; global private equity perspective . |
| Lucent Technologies & Bell Labs | Senior roles in product strategy, launches, R&D | 1997–2004 | Led portfolio strategy and new product launches in Optical/Data Networking . |
| Onetta Inc. | Founding team member | Early 2000s | Fiber networks company—early-stage operating experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Phoenix Venture Partners | General Partner | Since Jul 2024 | Early-stage/venture leadership; focus on innovation-driven sectors . |
| SES AI Corporation (NYSE: SES) | Director (since Feb 2022); Lead Independent Director (since 2023) | 2022–present | Chairs Compensation Committee; member of Audit, Nominating, and Strategic Investment Committees . |
Board Governance
- Independence: Board determined Ma is independent under Nasdaq 5605(a)(2) and SEC rules .
- Board Chair: Independent Chair with agenda-setting authority; separation from CEO enhances oversight and accountability .
- Committee assignments (AVXL): Audit Committee member; Audit met 4 times in FY2024; Nominating & Corporate Governance (NCG) and Compensation Committees are chaired by Claus van der Velden, with Steffen Thomas and Peter Donhauser as members (Ma not listed) .
- Attendance: Board met 5 times in FY2024; each incumbent director attended ≥75% of Board and applicable committee meetings; one director attended the 2024 annual meeting .
Committee Assignments (AVXL)
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Audit | Member | 4 |
| Compensation | Not a member (Claus chair; members: Steffen, Peter) | 2 |
| Nominating & Corporate Governance | Not a member (Claus chair; members: Steffen, Peter) | 1 (plus written consents) |
- Policies enhancing governance:
- Anti-hedging and prohibition on pledging/margin use of company stock for directors and employees .
- Clawback policy adopted Nov 2023 for executive incentive compensation; Plan awards subject to clawback; no tax gross-ups; no option/SAR repricing without shareholder approval .
Fixed Compensation (Director, FY2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer (cash) | 25,000 | Paid quarterly; standard for non-employee directors . |
| Board Chair fee (cash) | 16,000 | $4,000 per quarter for Chair responsibilities . |
| Total cash fees | 41,000 | As reported for Ma in FY2024 . |
| Committee chair/member fees | — | No additional fees disclosed for Ma (committee chairs compensated: Claus +$4,000/quarter) . |
| Meeting fees | — | Not disclosed; directors reimbursed for expenses . |
Performance Compensation (Director, FY2024)
| Award Type | Grant Size | Vesting | Fair Value ($) | Notes |
|---|---|---|---|---|
| Stock options (annual director grant) | 50,000 options | Typically vest in full on 1st anniversary of grant | 202,200 | FY2024 option award value reported; directors receive initial grants (3-year vest) and annual grants . |
- Outstanding options (as of Sept 30, 2024): Ma held 210,000 options (vested and unvested in aggregate) .
- Specific tranches included in beneficial ownership (exercisable within 60 days of Apr 25, 2025): 35,000 @ $13.01; 25,000 @ $18.11; 33,333 @ $10.09; 33,333 @ $8.57; 16,667 @ $5.36 (total 143,333) .
- Plan features relevant to directors:
- Minimum one-year vesting (post-amendment) with limited acceleration exceptions .
- Automatic vesting upon change-in-control for non-employee directors .
- No tax gross-ups; no repricing without shareholder approval; max option/SAR term 10 years; independent oversight of the plan .
Other Directorships & Interlocks
| Company | Industry Relationship to AVXL | Potential Interlock/Conflict |
|---|---|---|
| SES AI Corporation (battery technology) | Unrelated industry (EV batteries vs biotech) | No related-party transactions disclosed involving Ma/SES; AVXL reports no related-party transactions since Oct 1, 2023 . |
Expertise & Qualifications
- Cybersecurity/IT security experience; public company board experience .
- Deep technology commercialization and investment track record (Braemar, 3i) .
- Product strategy and networking systems background (Lucent/Bell Labs, Onetta) .
- Advanced technical education (PhD ECE; MS EE); Kauffman Fellow .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 143,333 shares (includes options exercisable within 60 days per Rule 13d‑3) . |
| Percent of shares outstanding | <1% (based on 85,371,852 shares outstanding) . |
| Options exercisable within 60 days (detail) | 35,000 @ $13.01; 25,000 @ $18.11; 33,333 @ $10.09; 33,333 @ $8.57; 16,667 @ $5.36 . |
| Additional unvested options (not exercisable within 60 days) | 16,667 @ $10.09; 16,667 @ $8.57; 33,333 @ $5.36; 50,000 @ $8.58 . |
| Anti-hedging/pledging | Hedging and pledging prohibited by insider trading policy . |
| Stock ownership guidelines | None; company has no director/executive stock ownership guidelines or holding requirements . |
Governance Assessment
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Strengths:
- Independent Board Chair with clear authority, enhancing oversight and independence .
- Independent Audit Committee membership; robust anti-hedging/anti-pledging policy; clawback coverage for plan awards; no tax gross‑ups; prohibition on option repricing .
- Documented attendance (≥75%) and committee activity in FY2024; Ma is engaged via Audit membership and external leadership roles (Lead Independent at SES) .
-
Alignment and incentives:
- Director pay mix is equity-heavy (FY2024: $202,200 options vs $41,000 cash), which supports shareholder alignment; annual option grants standardize at-risk pay .
- Change-in-control provisions accelerate non‑employee director awards—note automatic vesting; monitor potential optics around CIC windfalls .
-
Red flags / watch items:
- No stock ownership guidelines—common governance expectation for directors is absent, reducing formal ownership alignment expectations .
- Beneficial ownership appears composed entirely of near‑term exercisable options; limited direct share ownership signal (as disclosed) .
- Section 16(a) reporting: company disclosed exceptions including a Form 4 filed Feb 23, 2024 for Ma (timeliness issue acknowledged in “Delinquent Section 16(a) Reports”)—minor compliance optics .
- Equity plan share pool increased by 4,000,000 (to 14,000,000 authorized) and introduces minimum vesting; while governance safeguards exist, dilution should be monitored given biotech funding needs .
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Shareholder sentiment:
- 2024 say‑on‑pay supported at 83.8%—not indicative of broad governance concerns, but continued alignment scrutiny warranted as company matures .
Overall, Ma’s independent chairmanship, Audit Committee role, and cybersecurity/technology expertise are positives for board effectiveness; key monitoring items are the absence of ownership guidelines and reliance on option-based director pay, plus routine oversight of Section 16 timeliness and equity plan dilution .