Stan V. Smith
About Stan V. Smith
Stan V. Smith, Ph.D., is an independent Class III director and MAIA’s lead independent director. He is President of Smith Economics Group, specializing in litigation economics; he trained at the University of Chicago, co-authored the first textbook on economic damages, and created the first U.S. course in forensic economics as an adjunct professor at the University of Chicago and DePaul University College of Law. Age: 78 (as of the 2025 proxy); independence confirmed by the Board; nominated for re‑election at the May 22, 2025 annual meeting. Core credentials include economics expertise and audit/finance literacy, with audit committee “financial expert” designation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smith Economics Group, Ltd. | President | Not disclosed | Litigation economics leader; national consulting practice |
| University of Chicago | Adjunct Professor | Not disclosed | Created first U.S. course in forensic economics |
| DePaul University College of Law | Adjunct Professor | Not disclosed | Forensic economics course creation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Smith Economics Group, Ltd. | President | Not disclosed | Economic and financial consulting nationwide |
| University of Chicago | Adjunct Professor | Not disclosed | Forensic economics coursework |
| DePaul University College of Law | Adjunct Professor | Not disclosed | Forensic economics coursework |
Board Governance
- Independence: MAIA’s Board determined all directors except the CEO (Vlad Vitoc) are independent; Smith is independent.
- Lead Independent Director: Smith is Lead Independent Director (2025; co-lead with Louie Ngar Yee in 2024).
- Staggered Board: Class III director (term expiring 2025).
- Board attendance: 4 board meetings in 2024; all directors attended all board meetings.
| Committee | Membership | Chair Role | Financial Expert | 2024 Meetings | Attendance |
|---|---|---|---|---|---|
| Audit | Louie Ngar Yee, Steven Chaouki, Stan V. Smith | Chair: Louie Ngar Yee | Smith qualifies as financial expert | 4 | 100% (all members) |
| Compensation | Stan V. Smith, Cristian Luput, Ramiro Guerrero | Chair: Stan V. Smith | Not applicable | 2 | 100% (all members) |
| Nominating & Corporate Governance | Louie Ngar Yee, Cristian Luput, Stan V. Smith | Chair: Louie Ngar Yee | Not applicable | 1 | 100% (all members) |
Governance policies and practices:
- Anti‑hedging and pledging policy updated: Officers/directors prohibited from short sales, hedging/monetization, and derivative transactions; pledging prohibited unless pre‑cleared. As of Dec 31, 2024, none of the directors or officers had pledged MAIA shares.
- Related party transaction policy requires audit committee approval/ratification with arm’s‑length assessment.
Fixed Compensation
Policy structure (non‑employee directors):
| Period | Annual Option Award (Value) | Committee Chair/Membership Fees |
|---|---|---|
| Nov 15, 2022 – Jan 31, 2025 | $60,000 in stock options per year; granted quarterly ($15,000 per quarter), valued at quarter-end price | +$15,000 options per year for chairs of Audit, Compensation, Nominating & Corporate Governance (quarterly vesting/distribution) |
| From Feb 1, 2025 | $100,000 in stock options per year; granted quarterly ($25,000 per quarter), valued at quarter-end price | Audit Chair: +$7,500 in options per year (quarterly); Members of Compensation and Nominating & Corporate Governance: +$5,000 in options per year (quarterly) |
2024 actual director compensation:
| Director | Fees Earned (Cash) | Stock Awards | Option Awards (Value) | Option Count Issued (FY2024) | Total |
|---|---|---|---|---|---|
| Stan V. Smith | $0 | $0 | $75,000 | 40,473 | $75,000 |
Notes:
- Directors may be reimbursed for reasonable board‑related expenses and are covered by indemnification agreements.
Performance Compensation
- No performance‑linked metrics disclosed for director compensation (director pay consists solely of option awards per policy).
Equity transactions signaling alignment (director purchases in company private placements):
| Date (Close) | Shares Purchased | Price/Share | Aggregate Purchase Price | Warrants Purchased | Warrant Exercise Price | Warrant Term |
|---|---|---|---|---|---|---|
| Mar 14, 2024 | 170,940 | $1.17 | ~$200,000 | 170,940 | $1.30 | 5 years; exercisable 6 months post‑issuance |
| Apr 25, 2024 | 147,492 | $2.034 | $300,000 | 147,492 | $2.26 | 5 years; exercisable 6 months post‑issuance |
| Nov 1, 2024 | 100,000 | $2.259 | $225,900 | 100,000 | $2.51 | 5 years; exercisable 6 months post‑issuance |
| Dec 13, 2024 | 25,000 | $1.872 | $46,800 | 25,000 | $2.08 | 5 years; exercisable 6 months post‑issuance |
Company characterization: Director shares/warrants issued under the 2021 Equity Incentive Plan as Unrestricted Stock Awards and Awards of Options; purchases deemed non‑compensatory as directors purchased on the same terms as unaffiliated investors.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in MAIA’s proxy biography for Smith |
| Prior public company boards | Not disclosed |
| Compensation committee interlocks | None; committee members not current/former officers; no reciprocal board interlocks disclosed |
Expertise & Qualifications
- Ph.D. and master’s in economics (University of Chicago); B.S. from Cornell University.
- Audit/finance literacy; designated “audit committee financial expert.”
- Forensic economics thought leadership; textbook co‑author; course creation at University of Chicago and DePaul.
Equity Ownership
Beneficial ownership as of March 24, 2025 (record date):
| Holder | Total Beneficial Ownership (Shares) | % of Class | Breakdown |
|---|---|---|---|
| Stan V. Smith (via The Stan V. Smith Trust Dated 1993) | 1,860,715 | 6.15% | 1,205,060 common shares; 655,655 options/warrants exercisable within 60 days |
Additional ownership/alignment and risk controls:
- Anti‑pledging status: As of Dec 31, 2024, no pledging of MAIA shares by directors/officers.
- Section 16 compliance: Company reports timely filing of beneficial ownership reports for FY2024.
Governance Assessment
- Board effectiveness: Smith serves as Lead Independent Director with strong committee engagement (Audit member/financial expert; Compensation Chair; Nominating & Governance member). High attendance across board and committees in 2024 supports engagement and effectiveness.
- Independence: Affirmed by the Board; not an employee; broad financial expertise strengthens oversight of reporting and compensation.
- Alignment signals: Significant personal capital deployed into common stock and warrants across 2024 private placements, indicating skin‑in‑the‑game.
- Compensation structure: Director pay is fully equity‑based; policy increased annual option value from $60,000 to $100,000 effective Feb 1, 2025, modestly increasing dilution but maintaining at‑risk alignment.
- Policy improvement: Adoption of explicit anti‑hedging/anti‑short/derivatives rules and restricted pledging (pre‑clearance) by 2025 enhances governance versus prior disclosure in 2024.
RED FLAGS and monitoring items:
- Related‑party exposure through director participation in company financings: While purchases were on third‑party terms and deemed non‑compensatory, ongoing monitoring is warranted for potential influence over financing terms or perceived preferential access.
- Family participation: Smith’s son purchased 40,000 shares and 40,000 warrants in the Nov 1, 2024 placement, a related‑party transaction disclosed by the Company; audit committee policy governs such approvals.
- Capital structure risk: Board proposal to increase authorized common shares to 150,000,000 (from 70,000,000) may increase dilution risk; directors’ equity incentives should be weighed against shareholder dilution.
Insider investment transactions (for monitoring):
| Date | Related Party | Shares | Warrants | Aggregate Purchase Price |
|---|---|---|---|---|
| Nov 1, 2024 | Son of Stan V. Smith | 40,000 | 40,000 | ~$90,360 |
Overall view: Smith’s governance profile shows strong independence, committee leadership, attendance, and financial expertise, paired with notable ownership alignment via direct capital deployments. Key oversight risks center on continued participation in company financings by directors/family and the broader dilution trajectory; existing policies (related‑party review; anti‑hedging/pledging) partially mitigate these concerns.