Amy Mahery
About Amy Mahery
Amy Mahery, age 48, has served as an independent director of CNS Pharmaceuticals since February 1, 2024. She is currently Chief Marketing Officer of Moderna, Inc. (since February 2025), and previously served as Chief Commercial Officer of Roivant Sciences (August 2022–December 2024), and held senior commercial and market access roles at EMD Serono (2019–July 2022). She holds a B.S. in Neuroscience from Trinity College–Hartford. Her biopharma commercial leadership and market access expertise underpin her board credentials at CNS Pharmaceuticals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roivant Sciences | Chief Commercial Officer | Aug 2022–Dec 2024 | Led commercial strategy; biopharma commercialization experience |
| EMD Serono | SVP, Global Franchise Head – Neurology & Immunology | Apr 2021–Jul 2022 | Therapeutic area leadership, neurology/immunology |
| EMD Serono | SVP, Head – Global Market Access & Pricing | 2019–2021 | Global pricing/market access leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Moderna, Inc. | Chief Marketing Officer | Since Feb 2025 | Executive role; not a board position |
| Roivant Sciences | Chief Commercial Officer | Aug 2022–Dec 2024 | Executive role; not a board position |
Board Governance
- Independence: The Board determined all directors except the CEO (Mr. Climaco) are independent under Nasdaq rules; Mahery is independent .
- Committees: Audit Committee member (Chair: Keyes; members: Charles, Mahery); Compensation Committee Chair (members: Mahery, Gumulka, Cockroft); Nominating & Corporate Governance Committee (Chair: Cockroft; member: Charles) .
- Board/Committee activity (2024): Board held 23 meetings; committees held 19 meetings (Audit 12; Compensation 4; Pricing 1; Nominating 2). Each incumbent director attended at least 75% of meetings of the Board and applicable committees .
- Executive sessions: Independent directors meet at least four times annually in executive session without management .
- Board leadership: Chair of the Board is Faith L. Charles (independent) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (independent director) | $40,000 | Effective April 1, 2024 |
| Audit Committee – Chair fee | $15,000 | Annual |
| Audit Committee – Member fee | $7,500 | Annual |
| Compensation Committee – Chair fee | $12,000 | Annual |
| Compensation Committee – Member fee | $6,000 | Annual |
| Nominating & Governance – Chair fee | $8,000 | Annual |
| Nominating & Governance – Member fee | $4,000 | Annual |
| Chair of Board fee | $30,000 | Annual |
| Face-to-face Board meeting fee | $2,500 per meeting | No fees for telephonic/video meetings |
| Director | Fees Earned (2024) | Option Awards (2024) | Total (2024) |
|---|---|---|---|
| Amy Mahery | $46,828 | $0 | $46,828 |
Mahery’s 2024 cash compensation reflects her Compensation Committee chair role and Audit Committee membership plus retainer/meeting fees; the company adopted a standardized director fee schedule effective April 1, 2024 .
Performance Compensation
- No performance-based metrics are disclosed for non-employee director compensation (e.g., revenue/EBITDA/TSR targets are not used for director pay) .
- Equity plan governance features: No evergreen; repricing prohibited without shareholder approval; non-employee director annual comp cap $300,000; no tax gross-ups; max 10-year term; fair market value strike price .
| Equity Award (Director Grants) | Grant Date | Instrument | Shares | Strike Price | Term | Status |
|---|---|---|---|---|---|---|
| Annual director option grant | Jun 6, 2025 | Stock Options | 1,517 (each to Charles, Cockroft, Gumulka, Keyes, Mahery) | $12.12 | 10 years | Subject to stockholder approval of 2020 Plan amendment |
| Reference price | Oct 8, 2025 | — | — | Last sale $10.57 | — | Market context |
Other Directorships & Interlocks
| Company | Role | Public Company? | Potential Interlock |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Mahery in CNSP proxy |
- Related party transactions: None for 2023 and 2024 requiring disclosure; Audit Committee pre-approves any related party transactions >$120,000, considering conflict and commercial reasonableness .
Expertise & Qualifications
- Biopharma commercial leadership (CMO/CCO roles); neurology/immunology franchise leadership; global market access and pricing expertise .
- Education: B.S. Neuroscience (Trinity College–Hartford) .
- Board skills alignment: Compensation oversight as committee chair; audit literacy affirmed by membership on Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Amy Mahery | 2 | <1% (based on 574,580 shares outstanding) | Consists of options to purchase 2 shares exercisable within 60 days of Oct 10, 2025 |
| Shares outstanding (Record Date) | 574,580 | 100% | As of Oct 10, 2025 |
| Director Equity Holdings (as of Dec 31, 2024) | Options Outstanding | RSUs Outstanding |
|---|---|---|
| Amy Mahery | 1 shares underlying options | 1 shares underlying RSUs |
Non-employee director annual compensation cap under the 2020 Plan is $300,000 (cash + equity grant-date fair value) .
Governance Assessment
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Strengths
- Independent status; active committee leadership (Compensation Chair) and Audit Committee membership bolster board oversight of pay and financial reporting .
- Robust director pay governance: no tax gross-ups, no option repricing without shareholder approval, fair market value strike prices, 10-year max term, director total comp cap at $300,000 .
- Formalized director fee schedule and transparent disclosure of meeting/committee fees and attendance norms .
- Audit Committee financial expert present (Keyes), with independent directors holding regular executive sessions (≥4 per year) .
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Investor alignment concerns
- Very low personal share ownership (<1% with 2 shares beneficially owned); limited skin-in-the-game may reduce alignment with shareholder outcomes for a micro-cap biotech .
- 2025 option grants to directors (including Mahery) are underwater relative to the Oct 8, 2025 market price ($12.12 strike vs. $10.57 last) and remain contingent on shareholder approval—signal of equity-at-risk, but limited immediate alignment due to underwater status .
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Conflicts and related-party exposure
- No related party transactions in 2023–2024 disclosed; Audit Committee pre-approval policy governs future related-party engagements, reducing conflict risk .
- External executive role at Moderna does not, by itself, constitute a related-party transaction; independence maintained per Board’s Nasdaq rules determination .
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Attendance and engagement
- Board held 23 meetings and committees held 19 in 2024; all incumbent directors attended at least 75% of applicable meetings—sufficient engagement for oversight .
- Annual meeting attendance: four directors attended the 2024 annual meeting (no formal attendance policy) .
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Say-on-pay and shareholder feedback
- CNSP proposes annual say-on-pay frequency and recommends approval of NEO compensation; while director pay is not subject to say-on-pay, Compensation Committee (chaired by Mahery) oversees NEO pay, affecting overall governance confidence .
Overall, Mahery’s governance profile features independence, relevant industry expertise, and leadership on the Compensation Committee. The primary red flag is minimal personal equity ownership; however, the company’s equity plan design and director compensation caps provide structural safeguards for shareholders .