Louie Ngar Yee
Director at MAIA
Board
About Louie Ngar Yee
Independent director (Class I) of MAIA; age 58. Former 30-year HSBC executive with deep finance, audit, and global risk/control expertise; prior role as Group Chief Operating Officer of Group Internal Audit at HSBC. She is MAIA’s Audit Committee Chair, Nominating & Corporate Governance Committee Chair, and qualifies as an “audit committee financial expert.” First appointed to MAIA’s board in April 2020; currently a Class I director with term expiring in 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC Group | Various leadership roles across Global Banking & Markets; International Manager since 1996 | 30 years; International Manager since 1996 (dates beyond this not specified) | Led change agendas in multiple geographies; finance, compliance, audit responsibilities |
| HSBC Group Internal Audit | Group Chief Operating Officer | Prior to April 2020 (exact dates not disclosed) | Global internal audit operations and controls leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The proxy does not disclose any other current public company directorships for Ms. Louie . |
Board Governance
- Independence: The board determined all directors other than the CEO (Vlad Vitoc) are independent; includes Ms. Louie .
- Board classification: Class I; term ends at the 2026 annual meeting .
- Lead Independent Director: Dr. Stan V. Smith .
- Attendance: Board held 4 meetings in 2024; all directors attended all board meetings .
| Body | Role | 2024 Meetings | Attendance | Notes |
|---|---|---|---|---|
| Board of Directors | Director (Independent), Class I | 4 | 100% | All directors attended all board meetings . |
| Audit Committee | Chair; Member | 4 | 100% | Each member met independence; all three (including Ms. Louie) qualify as audit committee financial experts . |
| Nominating & Corporate Governance Committee | Chair; Member | 1 | 100% | All members attended . |
| Compensation Committee | Not a member | 2 | — | Committee composed of Smith (Chair), Luput, Guerrero . |
Fixed Compensation
Policy and 2024 actuals indicate a 100% equity (options) compensation structure for non-employee directors, with no cash retainers.
| Item | Amount/Term | Effective Period | Notes |
|---|---|---|---|
| Standard annual director equity (options) | $60,000 | Nov 15, 2022 – Jan 31, 2025 | Granted quarterly in $15,000 installments; vests/distributes quarterly ($3,750/quarter) . |
| Committee chair adders | +$15,000 (Audit Chair); +$15,000 (N&CG Chair) | Nov 15, 2022 – Jan 31, 2025 | Option awards from 2021 Plan . |
| Updated standard annual director equity (options) | $100,000 | From Feb 1, 2025 | Granted quarterly in $25,000 installments . |
| Updated committee adders | Audit Chair +$7,500; Compensation/N&CG members +$5,000 | From Feb 1, 2025 | Granted quarterly (Audit Chair $1,875; others $1,250) . |
2024 Director Compensation (Individual):
| Name | Cash Fees | Stock Awards | Option Awards | Total |
|---|---|---|---|---|
| Louie Ngar Yee | $— | $— | $90,000 | $90,000 |
Notes:
- For 2024 board compensation, Ms. Louie was issued 45,568 options; zero cash retainers .
Performance Compensation
Equity grants and director open-market/private placement purchases (alignment; not compensatory):
| Date | Instrument | Quantity | Price/Strike | Key Terms |
|---|---|---|---|---|
| 2024 (board comp) | Stock options (2021 Plan) | 45,568 | — | Annual director equity; options issued for 2024 board service . |
| Mar 14, 2024 | Common shares (Unrestricted Stock Award) | 170,940 | $1.17/share | Purchased on same terms as unaffiliated investors in a private placement . |
| Mar 14, 2024 | Warrants (Award of Options) | 170,940 | $1.30 strike | Exercisable starting 6 months after issuance; 5-year term from initial exercise date . |
| Apr 25, 2024 | Common shares (Unrestricted Stock Award) | 19,665 | $2.034/share | Purchased on same terms as unaffiliated investors in a private placement . |
| Apr 25, 2024 | Warrants (Award of Options) | 19,665 | $2.26 strike | Exercisable starting 6 months after issuance; 5-year term from initial exercise date . |
- Company states director participation in private placements was on the same terms as unaffiliated investors and not deemed compensatory; issued under the 2021 Plan as Unrestricted Stock Awards (shares) and Awards of Options (warrants) .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Ms. Louie in the proxy .
- Compensation Committee interlocks: Company discloses no interlocks/insider participation on the Compensation Committee in the past three years .
Expertise & Qualifications
- Audit/finance expert: Determined to be an audit committee financial expert under Item 407 of Regulation S-K .
- Independence: Independent director under NYSE American rules; not an employee of MAIA .
- Global operations and controls: Extensive HSBC leadership across Global Banking & Markets and Group Internal Audit; multi-region experience (LatAm, APAC, UK, U.S.) .
Equity Ownership
| Holder | Direct/Indirect Common Shares | Options/Warrants Exercisable within 60 Days | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|
| Louie Ngar Yee | 1,167,189 | 433,605 | 1,600,794 | 5.33% (29,587,314 shares outstanding) |
Additional alignment and policy notes:
- Hedging/short sales prohibited; pledging prohibited absent pre-clearance. As of Dec 31, 2024, none of the directors had pledged shares .
- Rule 10b5-1 plans may be utilized by directors; general disclosure provided (not person-specific) .
Governance Assessment
-
Strengths
- Independent director with dual committee chair roles (Audit; Nominating & Corporate Governance) and designated audit committee financial expert; indicates strong oversight capabilities .
- Perfect attendance at board and applicable committee meetings in 2024, signaling engagement .
- Material “skin in the game”: ~5.33% beneficial ownership; significant direct holdings plus exercisable options/warrants .
- Insider trading policy restricts hedging/shorting/pledging; none pledged as of year-end 2024, supporting alignment .
- No disclosed legal proceedings; Section 16 filings were timely in 2024 .
-
Watch items / potential red flags
- Related-party exposure via director participation in multiple 2024 private placements (shares and warrants). Company states purchases were on the same terms as unaffiliated investors and not compensatory; nonetheless, continued monitoring of pricing, participation scale, and approval process is prudent (audit committee reviews related-person transactions) .
- Director pay structure shift from $60k to $100k annual equity from Feb 1, 2025 increases equity-based compensation; while equity aligns interests, the higher grant rate warrants monitoring versus micro-cap biotech peers (especially if equity pool usage becomes dilutive) .
-
Contextual governance points
- Board is staggered; Ms. Louie is Class I (term to 2026). Lead Independent Director is Dr. Smith, providing independent leadership balance .
- Audit Committee oversight documented (annual report inclusion recommendation and auditor independence discussions) .
Related Party Transactions (select items involving directors)
- 2024 director private placements (including Ms. Louie’s March and April participation). Warrants were exercisable six months after issuance with five-year terms; issued under the 2021 Equity Incentive Plan as Unrestricted Stock Awards and Awards of Options .
- Related-person transactions are subject to audit committee review and approval under a written policy .
Compensation Structure Analysis (Director)
- Mix: 100% equity (options) in 2024; no cash fees .
- Chair premiums: Under the 2022–Jan 2025 policy, audit chair and nom/gov chair roles added $15,000 each; Ms. Louie’s 2024 total options value was $90,000, consistent with $60,000 base + $30,000 chair adders .
- Policy changes effective Feb 1, 2025: Base increased to $100,000 (options); audit chair adder revised to $7,500; committee members (comp & nom/gov) receive $5,000 .
Potential Conflicts or Related-Party Exposure
- Director participation in company financings during 2024 (shares and warrants) is disclosed and framed as non-compensatory; oversight via related-party policy and Audit Committee review is in place .
Summary Signals for Investors
- Positive governance and oversight profile: independent, ACFE, committee leadership, 100% attendance .
- Strong alignment: meaningful beneficial ownership, insider-trading constraints, no pledging .
- Monitor compensation/equity usage trends and any further director participation in capital raises for dilution and related-party optics .