Paul Maier
About Paul V. Maier
Independent director (Class I) at Eton Pharmaceuticals since September 2017; age 77 as of April 11, 2025. Former CFO of Sequenom and Ligand; designated Audit Committee Financial Expert and current Audit Committee Chair. Education: MBA, Harvard Business School; BS, Pennsylvania State University. Tenure on board: since 2017; independence affirmed under Nasdaq rules (all directors except CEO are independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequenom, Inc. | Chief Financial Officer | Nov 2009 – Jun 2014 | Led finance at a public molecular diagnostics company |
| Ligand Pharmaceuticals, Inc. | SVP & Chief Financial Officer | 1992 – 2007 | Public company CFO; biopharma operating experience |
| DFW West (DFS Group, LP) | Vice President, Finance | 1990 – 1992 | Retail finance leadership |
| ICN/SPI Pharmaceuticals | Executive roles in finance/general management | 1984 – 1990 | Pharma/biotech finance and general management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| International Stem Cell Corporation | Director | Current (as of 2025) | Public company directorship |
| Biological Dynamics | Director | Prior | Life sciences board experience |
| Small Pharma Inc. | Director | Prior | Life sciences board experience |
| Ambrx Biopharma Inc. | Director | Prior | Life sciences board experience |
| Lackey Clinic (non-profit) | Chairman of the Board | Prior | Community healthcare leadership |
| William & Mary Mason School of Business | Executive Partner | Current | Business school executive partner |
Board Governance
- Board structure: 5 members, staggered classes; Maier is Class I nominee in 2025 and has served since 2017.
- Independence: All directors except the CEO are independent under Nasdaq standards; all committee members meet SEC/Nasdaq independence criteria.
- Attendance and engagement: Board held eight regular meetings in 2024; each director attended at least 75% of board and committee meetings; no directors attended the 2024 annual meeting.
- Leadership: Chairman separate from CEO; board maintains oversight of risk through committees; Maier designated Audit Committee Financial Expert.
| Committee | 2024 Meetings | Member | Chair |
|---|---|---|---|
| Audit | 4 | Yes | Yes |
| Compensation | 1 | Yes | No (Chair: Casamento) |
| Nominating & Corporate Governance | 1 | Yes | No (Chair: Riedel) |
Fixed Compensation (Director)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 72,500 | 75,400 | 78,416 |
- Notes: Cash fees include annual retainer and any committee/chair fees; specific component breakdown not disclosed.
Performance Compensation (Director)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards ($, grant date fair value) | 113,350 | 54,100 | 83,130 |
| Total Director Compensation ($) | 185,850 | 129,500 | 161,546 |
- No director-specific performance metrics tied to equity awards were disclosed; awards are accounted for under ASC 718.
- Compensation consultant: Radford (Aon) provided biennial compensation study on director/officer pay.
Executive bonus metrics (context for committee’s pay-for-performance framework):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Bonus payout vs target (%) | 100.0% | 93.6% | 131.1% |
| Metrics used | Stock performance vs peers; revenue; FDA approvals; licensing/M&A | Stock performance vs peers; revenue/profitability; FDA approvals; licensing/M&A | Stock performance vs peers; revenue/profitability; FDA approvals; licensing/acquisitions |
Other Directorships & Interlocks
- Current public boards: International Stem Cell Corporation.
- Prior public boards: Biological Dynamics; Small Pharma Inc.; Ambrx Biopharma Inc.
- Academic/non-profit roles: Chairman, Lackey Clinic (prior); Executive Partner, William & Mary Mason School of Business (current).
- No disclosed interlocks with Eton competitors/suppliers/customers beyond general life sciences board service.
Expertise & Qualifications
- Financial leadership: Former public-company CFO (Sequenom; Ligand); audit expert designation.
- Industry experience: 25+ years across pharma/biotech operations and finance.
- Education: MBA (Harvard), BS (Penn State).
Equity Ownership
| Metric | As of Apr 14, 2023 | As of Apr 12, 2024 | As of Apr 11, 2025 |
|---|---|---|---|
| Shares Beneficially Owned (#) | 200,550 | 229,300 | 255,550 |
| Ownership % of Outstanding | <1% | <1% | <1% |
| Vested Stock Options Included (#) | 111,638 | 139,555 | 170,805 |
| Options Vesting Within 60 Days (#) | 4,167 | 5,000 | — (not disclosed) |
| RSUs Included (settle at retirement) (#) | 25,000 | 25,000 | 25,000 |
| Options Excluded (vest after annual meeting) (#) | 18,750 | 20,000 | 18,750 |
- Stock trading/pledging policy: Prohibits short sales, derivatives, hedging and pledging/margin without prior approval for directors; designed to avoid misalignment or inadvertent trading with MNPI.
Say-on-Pay & Shareholder Votes
| Proposal | Meeting | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Elect Paul V. Maier (Class I) | 2025 Annual | 11,668,943 | 2,743,897 | 4,700 | 4,634,136 |
| Ratify Auditor (Crowe LLP) | 2025 Annual | 18,894,175 | 150,974 | 6,527 | 0 |
| Say-on-Pay (Advisory) | 2024 Annual | 9,170,839 | 553,043 | 63,364 | 7,579,711 |
| Say-on-Pay Frequency | 2024 Annual | 1 yr: 6,169,483 | 2 yr: 45,500 | 3 yr: 3,545,483 | Abstain: 26,780 |
| Ratify Auditor (KMJ) | 2024 Annual | 17,193,502 | 150,140 | 23,315 | 0 |
Related-Party Transactions (Context for Audit Oversight)
- CEO-related arrangements: DS-200 transaction with Selenix LLC (50% owned by CEO’s entity), including proceeds sharing and payments ($220,000 in Oct 2024; $675,000 due Jun 2025). Audit committee oversees related person transactions per charter.
- Family employment: CEO’s daughter employed ($203,329 total compensation in 2024).
- Policy: Written related-party transactions policy requiring audit committee approval for transactions >$120,000 with related persons.
Governance Assessment
- Committee leadership and skills: Maier chairs Audit Committee and is designated financial expert; committee met four times in 2024; strong fit for financial oversight.
- Independence and engagement: Independent director; attended at least 75% of meetings; board held eight meetings in 2024.
- Ownership alignment: Beneficial ownership increased from 200,550 (2023) to 255,550 (2025); includes significant vested options and 25,000 RSUs settling at retirement; no pledging/hedging permitted under policy.
- Compensation mix: Cash director fees rose modestly YoY (2022→2024); equity grants fluctuate (options used; RSU settlement at retirement present). Lack of disclosed performance metrics for director equity (typical for directors).