Cristian Luput
About Cristian Luput
Cristian Luput, age 50, is an independent Class II director of MAIA Biotechnology with a term expiring at the 2027 annual meeting. He is the founder and CEO of Optimus Realty Inc. in Chicago with 15+ years of real estate management experience; he graduated from Babeș-Bolyai University (Cluj-Napoca, Romania) with a major in accounting and Business Administration. The board has determined he is independent under NYSE American rules; Class II directors’ terms run through 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Optimus Realty Inc. | Founder & CEO | 2005–present | Led multimillion‑dollar real estate partnerships, consolidations, M&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Several charitable organizations | Director | Not disclosed | Board involvement (names not specified) |
Board Governance
- Committee assignments: Compensation Committee member (Chair: Dr. Stan V. Smith) and Nominating & Corporate Governance Committee member (Chair: Louie Ngar Yee). He is not on the Audit Committee.
- Independence: Board determined all directors except CEO Vlad Vitoc are independent (includes Luput).
- Board/committee attendance (FY 2024): Board met 4 times; all directors attended all meetings. Audit Committee met 4 times (100% attendance); Compensation Committee met 2 times (100% attendance); Nominating & Corporate Governance met 1 time (100% attendance).
- Lead independent director: Dr. Stan V. Smith.
Fixed Compensation
| Component | 2023 | 2024 | 2025 Policy (effective 2/1/2025) |
|---|---|---|---|
| Annual cash retainer ($) | $0 | $0 | $0 (equity-only) |
| Annual option retainer ($) | $60,000 | $60,000 | $100,000 (granted quarterly, valued at quarter-end close) |
| Committee chair options ($/yr) | $15,000 (chairs) | $15,000 (chairs) | $7,500 (Audit chair) |
| Committee member options ($/yr) | Not disclosed | Not disclosed | $5,000 for Compensation & Nominating members |
Note: Luput is a committee member (not chair) of Compensation and Nominating; member-level option fees begin 2/1/2025 under the updated policy.
Performance Compensation
| Metric | 2024 |
|---|---|
| Options issued (#) | 32,378 options for board service |
| Vesting cadence | Quarterly vesting; each quarterly grant valued at closing stock price at quarter-end |
| Cash bonus | None for non-employee directors (equity-only structure) |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed in MAIA proxy/filings for Luput |
Expertise & Qualifications
- Entrepreneurial/operator background (real estate development, partnerships, M&A) and accounting training; non-pharma expertise complements board diversity.
- Independent status and active committee work (Compensation; Nominating).
Equity Ownership
| Holding Breakdown | Amount | As-of Date | % of Class |
|---|---|---|---|
| Common shares (direct) | 389,483 | Record date 3/24/2025 | — |
| Options/warrants exercisable within 60 days | 209,782 | Record date 3/24/2025 | — |
| Total beneficial ownership | 599,265 | Record date 3/24/2025 | 2.01% |
| Shares pledged | None pledged by directors/officers as of 12/31/2024 | 12/31/2024 | — |
Director Transactions (Private Placements; alignment and related-party context)
| Date | Security | Shares | Price/Share | Aggregate Purchase | Warrants (shares) | Exercise Price | Exercisability | Term |
|---|---|---|---|---|---|---|---|---|
| Mar 14, 2024 | Common | 69,282 | $1.17 | ~$81,060 | 69,282 | $1.30 | Commences 6 months post-issuance | 5 years from initial exercise |
| Nov 1, 2024 | Common | 22,133 | $2.259 | ~$50,000 | 22,133 | $2.51 | Commences 6 months post-issuance | 5 years from initial exercise |
- Company disclosed policy allowing directors to participate alongside third-party investors; issuances to directors were structured under the 2021 Plan as Unrestricted Stock Awards and Awards of Options and deemed non-compensatory given identical terms to outside investors.
Related-Party & Policy Controls
- Audit Committee pre-approves related-party transactions and oversees independence of auditors.
- Insider Trading Policy prohibits short sales, hedging, derivatives, and pledging (unless pre-cleared); no pledging by directors/officers as of 12/31/2024.
- Section 16(a) reporting compliance: all applicable reports for FY 2024 were timely filed.
- Indemnification: standard agreements with directors (advancement, reimbursement).
Shareholder Voting Signal (Director re-election)
| Meeting | Proposal | For | Withheld | Broker Non-Votes |
|---|---|---|---|---|
| May 24, 2024 | Re-elect Class II director (Cristian Luput) | 10,728,696 | 250,076 | 3,631,316 |
FY 2025 meeting voted on Class III nominees; Luput was not up for election.
Compensation Committee Analysis
- Composition: Dr. Stan V. Smith (Chair), Cristian Luput, Ramiro Guerrero; all independent.
- Charter permits retention of independent compensation consultants and counsel; committee met 2 times in 2024 with full attendance.
- Director compensation structure moved from $60,000 options/year (11/15/2022–1/31/2025) to $100,000 options/year effective 2/1/2025; added member-level option fees ($5,000) for Compensation and Nominating committees.
Governance Assessment
- Strengths: Independent director; perfect attendance record; active on Compensation and Nominating committees; anti-hedging/pledging policy; meaningful personal equity stake (2.01% beneficial ownership). These bolster alignment and board effectiveness.
- Compensation alignment: Equity-only director pay (no cash), with quarterly vesting, increases exposure to stock performance; updated policy raises annual option retainer to $100k and introduces member-level fees.
- Signals from transactions: Director participation in company private placements at market terms enhances “skin-in-the-game” but can present optics of related-party involvement; company addresses with audit committee oversight and disclosure.
- Compliance and risk: No legal proceedings disclosed for directors; Section 16(a) compliance timely; standard indemnification in place; lead independent director structure.
RED FLAGS to monitor: Continued reliance on insider/board capital raises (optics of related-party transactions) and any future pledging/hedging exceptions; ensure member-level committee fees do not dilute “at-risk” equity alignment introduced by the equity-only pay model.