Tanya Lewis
About Tanya Lewis
Independent director at DiaMedica Therapeutics (DMAC) since March 2023; age 54. Former senior regulatory and quality executive across multiple biopharma companies; education includes B.S. Biology (Northeastern University) and M.S. in Regulatory Affairs & Health Policy (Massachusetts College of Pharmacy and Allied Health Sciences). The Board affirms her independence under Nasdaq rules. Core credentials: regulatory/quality leadership, drug development, clinical operations, and commercialization planning in specialty biopharmaceuticals .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Replimune Group, Inc. (Nasdaq) | Chief Development Operations Officer | May 2021 – Apr 2024 | Led development operations for clinical-stage oncology programs |
| Replimune Group, Inc. (Nasdaq) | Director | Nov 2020 – May 2021 | Board oversight during clinical expansion |
| Karyopharm Therapeutics Inc. | EVP, Chief Regulatory Officer & Quality Officer | Nov 2019 – May 2021 | Global regulatory/quality leadership; former company director |
| Karyopharm Therapeutics Inc. | SVP, Regulatory & Quality Affairs | Nov 2018 – Nov 2019 | Advanced regulatory strategies and quality systems |
| Syros Pharmaceuticals, Inc. | VP, Regulatory & Quality Affairs | Jan 2017 – Jul 2018 | Built regulatory pathways and QA for pipeline |
| Idera Pharmaceuticals, Inc. | VP, Regulatory & Quality Assurance | Oct 2015 – Dec 2016 | Oversight of regulatory filings and QA |
| Tesaro, Inc. | VP, Regulatory Affairs | Oct 2011 – Jun 2015 | Supported oncology approvals; preceded by roles at Millennium Pharmaceuticals |
External Roles
| Company | Role | Tenure | Interlocks / Notes |
|---|---|---|---|
| Sernova Corp. (TSX) | Director | Current | Interlock: DMAC Chair James Parsons served on Sernova’s board and chaired audit and nom/gov until Jan 2025; overlap implies potential information flow until his departure |
| Karyopharm Therapeutics Inc. | Former Director | Prior to 2021 | Historical directorship; no current interlock disclosed |
| Replimune Group, Inc. | Director | Nov 2020 – May 2021 | No current interlock disclosed |
Board Governance
- Independence: Board determined Lewis is independent under Nasdaq Listing Rules .
- Committee memberships (2024–2025): Compensation; Nominating & Corporate Governance; Scientific & Clinical Research. Not a chair .
- Attendance and engagement: Board met 6 times in FY2024; committees met 4 (Audit), 5 (Compensation), 4 (Nominating & Corporate Governance), 3 (Scientific & Clinical). All directors attended at least 75% of combined Board+committee meetings. Independent directors held five executive/in-camera sessions in FY2024 .
| Governance Item | Status / Detail |
|---|---|
| Independence | Independent director (Nasdaq rules) |
| Committees | Compensation; Nominating & Corporate Governance; Scientific & Clinical Research |
| Chair Roles | None disclosed |
| Board Meetings (FY2024) | 6; director attendance ≥75% aggregate |
| Executive Sessions (FY2024) | 5 independent-only sessions |
Fixed Compensation
2024 non-employee director compensation for Tanya Lewis:
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 47,758 | Did not elect DSUs/RSUs in lieu of cash retainers |
| Stock Awards (DSUs/RSUs) | 0 | No stock awards recorded |
| Option Awards (Grant-date fair value) | 59,210 | Annual director stock option |
| All Other Compensation | 0 | No perquisites for directors |
| Total | 106,968 | Sum of components |
Director fee schedule (program terms):
| Role | Annual Cash Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Compensation Committee Member | 5,000 |
| Nominating & Corporate Governance Committee Member | 4,000 |
| Scientific & Clinical Research Committee Member | 4,000 |
Performance Compensation
Annual non-employee director equity program terms (Lewis participates as a member):
| Grant Type | Grant Date | Shares | Exercise Price | Term | Vesting |
|---|---|---|---|---|---|
| Annual Stock Option | Jun 1, 2024 | 28,472 | $2.90 | 10 years | 4 quarterly installments over 1 year, subject to continued Board service |
| Initial Stock Option (for new directors) | First day as director | 0.15% of outstanding shares (rounded) | FMV at grant | 10 years | 12 quarterly installments over 3 years; in lieu of first-year annual grant |
Note: DMAC increased annual director equity from 0.06% to 0.075% of outstanding shares in May 2024; initial grant increased from 0.12% to 0.15% of outstanding shares, reflecting equity alignment and market benchmarking by Alpine Rewards, LLC .
Other Directorships & Interlocks
- Current: Sernova Corp. (TSX) director .
- Interlock: DMAC Chair James Parsons served on Sernova’s board and chaired committees until Jan 2025, overlapping with Lewis’s Sernova directorship—potential information flow/interlock; Parsons is now DMAC Chair .
- Prior: Replimune Group, Inc. director (Nov 2020–May 2021) and Karyopharm Therapeutics Inc. former director .
Expertise & Qualifications
- Technical/regulatory expertise: Extensive leadership in regulatory affairs, quality, and development operations (Karyopharm, Replimune, Tesaro, Syros, Idera, Millennium) .
- Board skills matrix highlights: Strategic planning; clinical/clinical development; pharmaceutical industry; regulatory & quality; reimbursement/payer/health outcomes; senior public company executive experience .
- Education: B.S. Biology (Northeastern University); M.S. Regulatory Affairs & Health Policy (Massachusetts College of Pharmacy and Allied Health Sciences) .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Breakdown (within 60 days) |
|---|---|---|---|
| Tanya Lewis | 46,476 | <1% | 46,476 shares underlying stock options currently exercisable or becoming exercisable within 60 days; no RSUs/DSUs listed |
- Shares outstanding at record date (Mar 18, 2025): 42,855,660 .
- Anti-hedging/pledging policy: Prohibits short sales, options trading, hedging, margin purchases, and pledging of company securities—mitigates misalignment and risk .
Compensation Committee Analysis
- Composition: Chair Dr. Michael Giuffre; members Tanya Lewis, Dr. Richard Kuntz, Dr. Charles Semba—all independent; oversees executive and director compensation and equity plans .
- Independent consultant: Alpine Rewards, LLC engaged; updated analysis in Feb 2024; no other services provided—reduces consultant conflicts .
- Program oversight: Committee reviews benchmarking peer group, sets target positioning, and recommends director compensation elements to the Board .
Governance Assessment
-
Strengths:
- Independent status; multi-committee participation (Compensation, Nominating & Corporate Governance, Scientific & Clinical Research) supports board effectiveness .
- Active governance cadence with strong engagement (≥75% attendance; five executive sessions) .
- Prohibitions on hedging/pledging and absence of director perquisites enhance alignment with shareholders .
- Director equity program increases (0.075% annual; 0.15% initial) reflect market benchmarking and ownership alignment .
-
Potential Watch Items:
- Interlock with Sernova: Overlap with DMAC Chair James Parsons’s prior Sernova board service until Jan 2025 suggests possible information interlock; monitor for any related-party dealings or influence in cross-board contexts. No related-party transactions involving Lewis were disclosed .
- Compensation Committee discretion: Committee applied discretionary uplifts to NEO STI payouts in 2024 (e.g., CEO +20%, CFO +20%) based on program advancements; while justified, discretionary bonuses warrant ongoing scrutiny for consistency with stated pay-for-performance philosophy .
RED FLAGS: None explicitly disclosed for Lewis (no penalties/sanctions; no related-party transactions; no hedging/pledging; attendance threshold met). Continue monitoring for interlock-related conflicts and future discretionary pay decisions .
Director Compensation Program Details (Context)
- Annual director option grant: 0.075% of outstanding shares; Chairman receives an additional 0.02% option; grants on June 1 at FMV; 10-year term; quarterly vest over one year .
- Cash retainer structure includes committee roles; Scientific & Clinical Research Committee fees added in 2024 .
- DSU/RSU election in lieu of cash: Available; vests quarterly; Lewis did not elect for 2024 .
Related Party & Shareholder Signals
- Related-party transactions: None involving Lewis disclosed; policy requires Audit Committee pre-approval and recusal for interested directors .
- Say-on-Pay support: ~96% approval at 2024 AGM—positive signal on compensation governance .
Summary Implications
Lewis brings deep regulatory/quality and clinical development expertise with high engagement and independence, supporting DMAC’s drug development governance needs. Interlock with Sernova through Jan 2025 is the primary governance watchpoint; otherwise, her compensation and ownership align with shareholder-friendly practices (no perqs, anti-hedging/pledging, equity-based director pay) .