Michael Giuffre

About Michael Giuffre

Independent director since 2010; age 69 (serving since Aug 2010). Clinical Professor of Cardiac Sciences and Pediatrics at University of Calgary since July 2009; practicing pediatric cardiologist with subspecialty in pediatric cardiac electrophysiology. Education: B.Sc. (cellular & microbial biology), Ph.D. candidacy (molecular virology), M.D., and MBA; Canadian Royal College board-certified (FRCPS) in Pediatrics and Pediatric Cardiology; Distinguished Fellow/American Academy of Cardiology; resides in Alberta, Canada .

Past Roles

External Roles

Board Governance

• Independence: Affirmed independent under Nasdaq Listing Rules; current independent Chairman is James Parsons .
• Committees and chair roles (current):
  • Compensation Committee: Chair
  • Nominating & Corporate Governance Committee: Member
  • Scientific & Clinical Research Committee: Member
  • Audit Committee: Not a member
• Attendance and engagement (FY2024): Board met 6 times; committees—Audit (4), Compensation (5), Nominating & Corporate Governance (4), Scientific & Clinical Research (3). Each director attended ≥75% of combined Board/committee meetings. Independent directors met in executive/in-camera session 5 times in 2024 .
• Skills matrix highlights for Giuffre: Clinical/clinical development; medical/scientific/R&D; regulatory & quality; reimbursement/payer; strategic planning; pharmaceutical industry; international experience .

Fixed Compensation

Director Compensation summary (Giuffre):

• Fees earned/paid in cash: $56,190 (2024)
• Option awards (grant-date fair value): $37,175 (2023) ; $59,210 (2024)
• Stock awards difference (plan calculation): $0 (2023) ; $575 (2024)
• Total: $90,925 (2023) ; $115,975 (2024)

Performance Compensation

Performance linkage: Director equity awards are time-based (no corporate performance metrics). Plan prohibits dividends on unvested RSUs/DSUs; no repricing without shareholder approval; clawback applies under SEC/Nasdaq rules .

Other Directorships & Interlocks

No current public-company directorships disclosed; historical non-profit/corporate boards listed above .

Expertise & Qualifications

• Pediatric cardiology/clinical professor; medical/scientific R&D; regulatory & quality; payer/reimbursement; strategic planning; international experience .
• Degrees: B.Sc., Ph.D. candidacy (molecular virology), M.D., MBA; Canadian Royal College FRCPS certifications; Distinguished Fellow/American Academy of Cardiology .
• Awards: Calgary Medical Society Physician of the Year (2005); Royal College “Mentor of the Year” (2017) .

Equity Ownership

Insider Transactions

No pledging reported; plan-level anti-hedging/pledging restrictions apply .

Compensation Committee Analysis

• Committee members (current): Michael Giuffre (Chair), Tanya Lewis, Richard Kuntz, Charles Semba; all independent, Rule 16b-3 non-employee directors .
• Independent compensation consultant: Alpine Rewards, LLC engaged (2023/2024 updates) to benchmark executive and director pay; scope excludes other services; committee assesses consultant independence .
• Director program changes (May 22, 2024): Added Scientific & Clinical Research Committee retainers; increased annual equity award from 0.06% to 0.075% of outstanding shares; increased initial director option grant from 0.12% to 0.15% .
• Executive compensation peer group (2024): 18 biotech peers used for benchmarking (e.g., Annovis Bio, Applied Therapeutics, Athira Pharma, Fulcrum, Immunic, Kezar, Longboard, MediciNova, etc.) .

Say-on-Pay & Shareholder Feedback

Governance Assessment

• Strengths:

  • Independent director with deep clinical/medical expertise aligned to DMAC’s therapeutic focus .
  • Chair of Compensation Committee; robust governance features (clawback, no repricing without shareholder approval, non-employee director compensation cap; independent consultant) .
  • Consistent meeting attendance; regular executive sessions; independent Chair of the Board .
  • Ownership alignment via direct/indirect holdings, exercisable options, and DSUs; insider PIPE participation increases skin-in-the-game .

• Watch items / potential investor concerns:

  • Tenure ~15 years may raise entrenchment concerns; Board cites ongoing refresh (added several new directors) and average independent director tenure of 6.3 years .
  • As Comp Committee Chair, continued scrutiny of equity-heavy director pay (option grants scaled to % of shares outstanding) and DSU elections is warranted to ensure independence and avoid pay inflation .
  • No disclosed related-party transactions beyond market-rate participation in 2023 PIPE; continued monitoring appropriate .

• Conflicts and related-party exposure: No loans, tax gross-ups, hedging/pledging permitted; related-party policy overseen by Audit Committee; directors who are related parties recuse from approvals .

Board Committee Composition (current snapshot)

Director Compensation Table (FY2024)

Beneficial Ownership (as of Mar 18, 2025)

Meeting Activity (FY2024)

Policy and governance references: Corporate Governance Guidelines; Committee Charters; Code of Business Conduct and Ethics posted on company site; annual review and updates .

Notes on Compensation Structure

• Non-employee directors receive annual options sized as a percentage of outstanding shares (0.075% in 2024), vesting quarterly over one year; new directors receive initial options sized at 0.15% vesting over 3 years .
• Directors may elect DSUs/RSUs in lieu of cash retainers; DSUs settle post-service; RSUs settle upon vesting; vest quarterly .
• Compensation cap for non-employee directors under plan ($400k; $600k for Chair/Lead Independent or initial service year) .
• No perquisites; no hedging/pledging; clawback adopted in 2023 .