Paul Maier
About Paul V. Maier
Paul V. Maier (age 77) is an independent director at International Stem Cell Corporation (ISCO) and has served on the board since July 2007. He is an experienced biotechnology and pharmaceutical finance executive, former CFO at Sequenom and Ligand Pharmaceuticals, and holds an MBA from Harvard Business School and a BS from Pennsylvania State University . The proxy lists Mr. Maier as an “independent investor” and confirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sequenom, Inc. | Chief Financial Officer | Nov 2009 – Jun 2014 | Publicly held diagnostics company; led finance through commercialization |
| Independent Consultant | Financial Consultant | Feb 2007 – Nov 2009 | Advised life sciences companies |
| Ligand Pharmaceuticals, Inc. | SVP & Chief Financial Officer | 1992 – 2007 | Commercial-stage biopharma, executive finance leadership |
| DFS West (DFS Group, LP) | Vice President, Finance | 1990 – 1992 | Finance leadership at multinational retailer |
| ICN Pharmaceuticals / SPI Pharmaceuticals | Executive roles (Finance & General Management) | 1984 – 1990 | Various executive finance/general management positions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eton Pharmaceuticals | Director | Current | Public company directorship disclosed (committee roles not specified) |
Board Governance
- Independence: The board determined Mr. Maier meets Nasdaq independence standards; he is one of two independent directors (with Donald Wright) .
- Committee leadership: Audit Committee Chair and SEC-defined “audit committee financial expert”; member of the Compensation & Governance Committee .
- Meetings/attendance: In 2024, the Board met once (plus one unanimous written consent); Audit Committee held four meetings; Compensation & Governance Committee held one meeting. Each director attended at least 75% of aggregate meetings of the Board and applicable committees .
- Executive sessions: Independent directors meet in executive session without management at each regularly scheduled Board meeting .
- Election/Voting signals (2025 Annual Meeting): Paul V. Maier was elected director by broadholder voting: For 7,772,429; Withheld 19,267. Say‑on‑Pay passed: For 7,715,844; Against 73,393; Abstain 2,459. Say‑on‑Pay frequency preference: 3 Years received 7,593,833 votes (Board recommended three years) .
| Governance Item | Detail |
|---|---|
| Board Independence | Maier, Wright independent under Nasdaq rules |
| Committees | Audit (Chair, financial expert); Compensation & Governance (Member) |
| 2024 Meeting Cadence | Board 1 mtg + 1 consent; Audit 4; Comp & Gov 1; ≥75% attendance by each director |
| 2025 Election Result (Maier) | For 7,772,429; Withheld 19,267 |
| Say‑on‑Pay (2025) | For 7,715,844; Against 73,393; Abstain 2,459 |
| SoP Frequency (2025) | 3 Years: 7,593,833; 1 Year: 142,581; 2 Years: 50,443; Abstain: 4,839 |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $32,500 | Standard non‑employee director cash fee (Maier) |
| Committee Chair fees | $0 | No separate Audit Chair fee disclosed (only Co‑Chair of Board receives extra $15k; applies to Wright) |
| Meeting fees | Not disclosed | No separate per‑meeting fees disclosed |
Performance Compensation
| Grant | Grant Date | Shares/Options | Exercise Price | Vesting | Fair Value |
|---|---|---|---|---|---|
| Annual director option | June 2024 | 30,000 options | $0.12 | Vest at earlier of 1 year or next annual meeting; change‑in‑control accelerated | Included in total |
| Quarterly‑vesting option | June 2024 | 361,111 options | $0.12 | Vests in four equal quarterly installments; first installment vested Sept 11, 2024 | $24,322 (Black‑Scholes) |
- Current director equity policy: Annual cash $32,500; annual 30,000‑share option vesting by the next annual meeting; plus a 10‑year option grant sized as $65,000 divided by 5‑day average closing price, vesting quarterly; Co‑Chair of the Board receives an additional $15,000 cash per year (applies to Wright) .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Eton Pharmaceuticals | Current director (public company) | No interlock with ISCO’s customers/suppliers disclosed |
Expertise & Qualifications
- Financial expertise: Audit Committee Chair; designated audit committee financial expert under SEC rules .
- Education: MBA, Harvard Business School; BS, Pennsylvania State University .
- Industry background: >25 years in biotech and pharma finance leadership (Ligand CFO, Sequenom CFO) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Outstanding | Components/Notes |
|---|---|---|---|
| Paul V. Maier | 1,688,307 | 9.83% | Includes shares issuable upon conversion of preferred stock and options exercisable within 60 days (Maier derivatives: 1,655,505) |
- Capital structure governance context: As of April 22, 2025, 5,254,353 preferred shares convertible into 7,518,830 common; Semechkin and Kern (directly/through controlled entities) beneficially own 5,004,353 preferred shares convertible into 5,435,496 common, controlling ~72.3% of preferred voting power—an important governance consideration for independent directors .
Governance Assessment
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Strengths
- Independence and audit rigor: Maier is independent and serves as Audit Chair and the SEC-defined financial expert; Audit Committee met quarterly in 2024, with executive sessions enhancing oversight .
- Engagement: Directors met attendance thresholds (≥75%); independent directors hold executive sessions each regular meeting .
- Shareholder support: Strong election support for Maier and robust Say‑on‑Pay approval; shareholders prefer triennial SoP, aligning with Board recommendation .
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Alignment & incentives
- Balanced director pay mix: Cash retainer plus equity options (annual and quarterly‑vesting) supporting alignment; Maier’s 2024 total director comp $56,822 with $32,500 cash and $24,322 options fair value .
- Material ownership: ~9.83% beneficial ownership indicates meaningful skin‑in‑the‑game for Maier .
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Risks and potential conflicts
- RED FLAG: Preferred stockholder influence—Series D elects two board seats; Semechkin/Kern collectively control ~72.3% of preferred voting power, which may constrain independent director leverage in contested matters .
- Related‑party transactions: CEO loans (non‑convertible notes; extended maturities and rate changes) and co‑tenant lease with entity owned by CSO, personally guaranteed by CSO; Audit Committee oversees related‑party review but these exposures persist .
- Concentrated governance: Small board (four directors) with two insiders; independent oversight relies heavily on Maier and Wright .
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Signals for investors
- Audit oversight, quarterly cadence, and executive sessions support control environment and financial reporting reliability .
- Equity-heavy director compensation policy (option grants) is performance- and market‑linked; quarterly vesting introduces ongoing alignment but may be less retention‑oriented than RSUs .
- Strong shareholder vote outcomes mitigate immediate governance concerns, but structural preferred voting power remains a notable overhang .