Jean-Manassé Theagène
Director at MAIA
Board
About Jean-Manassé Theagène
Jean-Manassé Theagène, 58, is an independent, Class III director of MAIA Biotechnology nominated for re‑election at the May 22, 2025 annual meeting; he is CEO/founder of 360Medlink, a digital health software company. He has 20+ years in life sciences across global strategy, marketing, ops, licensing, and BD, with prior roles at Novartis Oncology and Schering‑Plough (Merck). Education: MBA (HEC Montréal), M.Sc. Criminology (Université de Montréal), B.Sc. Arts & Sciences (Université de Montréal).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Oncology | Global marketing/commercial roles | Not disclosed | Led marketing for multiple products globally |
| Schering‑Plough (Merck) | Commercial roles | Not disclosed | Global product marketing experience |
External Roles
| Organization | Public/Private | Role | Tenure | Focus/Notes |
|---|---|---|---|---|
| 360Medlink (Montréal) | Private | Founder & CEO | Since Nov 2010 | Digital health platforms; early DTx pioneer; advisor to private/public agencies |
Board Governance
- Independence: Board determined all directors except the CEO (Vlad Vitoc) are independent; Theagène is independent.
- Board structure: Staggered, three classes; Theagène is Class III; up for re‑election in 2025 for a term expiring at the 2026 annual meeting per proxy.
- Attendance: Board held 4 meetings in 2024; all directors attended all Board meetings.
- Lead independent director: Dr. Stan V. Smith (sole LID in 2025 proxy; Smith and Louie were LIDs in 2024 proxy).
| Year | Committee | Role | Chair? | Notes |
|---|---|---|---|---|
| 2025 (proxy) | Audit | Not listed | — | Current audit members: Louie (Chair), Chaouki, Smith |
| 2025 (proxy) | Compensation | Not listed | — | Members: Smith (Chair), Luput, Guerrero |
| 2025 (proxy) | Nominating & Corporate Governance | Not listed | — | Members: Louie (Chair), Luput, Smith |
| 2024 (proxy) | Nominating & Corporate Governance | Member | No | Members: Louie (Chair), Luput, Smith, Theagène |
Fixed Compensation
- Policy: Non‑employee directors are compensated solely in stock options; no cash retainers. From Nov 15, 2022–Jan 31, 2025: $60,000 in options annually; committee chairs received +$15,000 in options. Effective Feb 1, 2025: $100,000 in options annually; Audit Chair +$7,500; Compensation and Nominating & Governance members +$5,000 in options. Options vest/distribute quarterly and are valued using the closing price at each three‑month period end.
| Item | 2023 | 2024 | 2025 (policy) |
|---|---|---|---|
| Theagène – Option awards (grant‑date FV) | $47,500 | $60,000 | $100,000 per year policy (individual grant count TBD) |
| Cash fees | $0 | $0 | $0 (policy) |
| Committee chair/member equity adders | Up to $15,000 for chairs | Up to $15,000 for chairs | Audit Chair +$7,500; Comp & N&G members +$5,000 |
Notes: In 2024, Theagène received 32,378 options for board compensation.
Performance Compensation
- Director equity is time‑vested; no performance metrics disclosed. The company’s 2021 Equity Incentive Plan allows the compensation committee, at its discretion, to adjust/accelerate vesting or make cash-out/assumption determinations upon a change in control.
| Award Type | Vesting | Performance Metrics | Valuation/Grant Cadence | CIC Treatment (Plan) |
|---|---|---|---|---|
| Non‑employee director stock options | Quarterly vest/distribution | None disclosed (time‑based) | Quarterly; valued at quarter‑end close | Committee discretion to accelerate, assume, cash out, or adjust awards |
Other Directorships & Interlocks
| Company | Type | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|---|
| None disclosed | — | — | — | No other public company boards disclosed in MAIA proxies for Theagène. |
- Compensation Committee interlocks: Company discloses none among compensation committee members; Theagène is not on that committee.
Expertise & Qualifications
- Digital health and DTx entrepreneur; CEO/founder with product development and rollout experience.
- 20+ years in pharma/biotech across global strategy, marketing, commercial ops, licensing, and BD.
- Therapeutic market experience and global product launches at Novartis Oncology and Schering‑Plough (Merck).
- Advanced degrees across business and criminology; multilingual/international profile implied by Canadian career base.
Equity Ownership
| As of | Beneficial Ownership | Breakdown | % of Class | Pledged/Hedged |
|---|---|---|---|---|
| Mar 24, 2025 (Record Date) | 66,029 shares beneficially owned | All issuable upon exercise of options exercisable within 60 days; no common shares listed | * (<1%) | Company states no pledges by directors/executives as of Dec 31, 2024; anti‑hedging policy in place |
| Mar 28, 2024 (Record Date) | 33,651 shares beneficially owned | All issuable upon exercise of options exercisable within 60 days; no common shares listed | * (<1%) | Hedging policy not specified in 2024 proxy; updated insider trading/anti‑hedging adopted by 2025 proxy |
Notes: Section 16 compliance—company reports all 2024 filings timely; 2023 late filings list did not include Theagène.
Related‑Party Transactions and Conflicts
- Company disclosed several 2024 private placements in which multiple directors and a 5% holder participated; Theagène is not listed among participating directors.
- No related‑party transactions involving Theagène are disclosed in the 2024 or 2025 proxies.
Governance Assessment
-
Strengths
- Independence confirmed; no disclosed related‑party dealings; no pledging; anti‑hedging in place by 2025. These support alignment with minority shareholders.
- 100% Board meeting attendance in 2024; prior year Board maintained quorum on ad hoc sessions; indicates engagement.
- Equity‑only director pay (no cash retainer) and quarterly vesting create ongoing alignment; 2025 increase to $100k may aid recruitment/retention but remains equity‑based.
-
Watch items
- Committee influence appears reduced vs 2024: served on Nominating & Governance in 2024, but not listed on any committee in 2025 proxy. Portfolio managers may monitor future committee assignments for oversight influence.
- Broader Board dynamic: frequent director participation in private placements (not including Theagène) can raise perceptions of insider financing optics; the Audit Committee is tasked with related‑party review policies.
Appendix: Director Compensation Detail (2024)
| Director | Fees (Cash) | Stock Awards | Option Awards (Grant‑date FV) | Total |
|---|---|---|---|---|
| Jean‑Manassé Theagène | $0 | $0 | $60,000; 32,378 options issued in 2024 | $60,000 |
Appendix: Nomination (2025 AGM)
- The Board unanimously recommends voting FOR the election of Jean‑Manassé Theagène as a Class III director at the 2025 annual meeting; term expiring at the 2026 annual meeting per proxy language.