Steven Chaouki
About Steven Chaouki
Steven M. Chaouki, age 52, serves as an independent Class I director at MAIA Biotechnology. He is President, U.S. Markets & Consumer Interactive at TransUnion and previously EVP, Financial Services; earlier roles included HSBC card/retail services and auto finance. He holds an MBA from the University of Chicago Booth School of Business and a bachelor’s degree from Boston University. He has served on MAIA’s board since at least 2021 and is designated as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransUnion | President, U.S. Markets & Consumer Interactive; previously EVP, Financial Services | Not disclosed (in role since at least 2008 per prior proxy language) | Oversees U.S. Markets and Consumer Interactive businesses; deep financial services domain expertise . |
| HSBC | Roles in card/retail services and auto finance | Not disclosed | Financial operations and consumer credit experience . |
External Roles
| Organization | Role | Public Company Directorship | Notes |
|---|---|---|---|
| TransUnion | Senior executive (President, U.S. Markets & Consumer Interactive) | Not disclosed as a director | Executive role only; no MAIA-related transactions disclosed . |
Board Governance
- Board classification: Class I; term expires at the 2026 annual meeting; all directors except the CEO are independent; lead independent director is Stan V. Smith .
- Committee memberships: Audit Committee member (chair: Louie Ngar Yee); Compensation Committee (Smith-Chair, Luput, Guerrero) and Nominating & Corporate Governance Committee (Louie-Chair, Luput, Smith) – Chaouki is listed only on Audit .
- Attendance: Board held 4 meetings in 2024; all directors attended all Board meetings. Audit Committee held 4 meetings; all members attended all meetings .
- Independence: Board determined all directors other than CEO Vlad Vitoc are independent (includes Chaouki) .
Fixed Compensation
| Component | Policy/Amount | Timing/Vesting | Notes |
|---|---|---|---|
| Director annual retainer (equity-only) | $60,000 in stock options per year (11/15/2022–1/31/2025); increased to $100,000 in stock options per year starting 2/1/2025 | Granted quarterly in equal installments; options vest/distribute quarterly | No cash fees; options valued at period-end closing price . |
| Committee chair/member equity | Audit Chair: $15,000 options per year (pre-2/1/2025), then $7,500 options per year (from 2/1/2025); Comp and Nominating members: $5,000 options per year (from 2/1/2025) | Quarterly grants and vesting | Chaouki is not a chair; he is an Audit member . |
| 2024 actual board option grant (Chaouki) | 32,378 options | During 2024 | Per non-employee director compensation table; no cash paid . |
Performance Compensation
| Feature | Details | Notes |
|---|---|---|
| Performance metrics tied to director pay | None disclosed for non-employee directors | Director compensation is equity-only options with quarterly vesting; no specific performance metrics described . |
| Plan provisions (general) | 2021 Equity Incentive Plan allows performance shares/units, SARs, RSUs, options | Plan permits performance-based awards, but director policy uses options; change-in-control actions at committee discretion . |
Other Directorships & Interlocks
| Entity | Type | Relationship to MAIA | Potential Interlock/Conflict |
|---|---|---|---|
| TransUnion | Public company; Chaouki is a senior executive | No MAIA-related transactions disclosed | No related-party transactions involving Chaouki disclosed; independence affirmed . |
Expertise & Qualifications
- Financial and audit expertise: Designated audit committee financial expert; deep experience in financial services and consumer credit data .
- Education: MBA, University of Chicago Booth; BA, Boston University .
- Board qualifications: Management and financial expertise; independence .
Equity Ownership
| Holder | Shares Owned (Common) | Options/Warrants Exercisable Within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Steven Chaouki | 111,024 | 151,578 | 262,602 | Less than 1% . |
- Pledging/Hedging: Company insider trading policy prohibits hedging and pledging without pre-clearance; as of 12/31/2024, none of the directors or executives had pledged MAIA shares .
Insider Trades (Form 4 – Recent)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Securities Owned | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-10-06 | 2025-10-02 | Award (A) | Stock Options | 20,946 | $1.80 | 20,946 | https://www.sec.gov/Archives/edgar/data/1878313/000187831325000027/0001878313-25-000027-index.htm |
| 2025-07-02 | 2025-06-30 | Award (A) | Stock Options | 20,865 | $1.80 | 20,865 | https://www.sec.gov/Archives/edgar/data/1878313/000112760225018656/0001127602-25-018656-index.htm |
- 2024 director purchases in company private placements (non-compensatory; issued under 2021 Plan as Unrestricted Stock Awards and Awards of Options at same terms as third-party investors): 34,641 shares ($~40,530) with 34,641 warrants (exercise $1.30); 22,133 shares ($~50,000) with 22,133 warrants (exercise $2.51) .
Governance Assessment
- Strengths: Independent director; audit committee financial expert; perfect Board and Audit Committee attendance in 2024; engaged through equity participation in private placements alongside outside investors (alignment signal) .
- Compensation: Equity-only option compensation (no cash), quarterly vesting; policy increased to $100k options from Feb 2025, supporting at-risk, equity-aligned pay; no performance metrics disclosed for directors .
- Conflicts/Related Parties: No related-party transactions involving Chaouki disclosed; insider trading/hedging/pledging restrictions in place and no pledging as of 12/31/2024 .
- Structure: Board is staggered; lead independent director in place; strong audit oversight with financial experts; potential investor dilution risk addressed elsewhere in proxy through authorized share increase rationale (not board-specific) .
RED FLAGS
- None disclosed specific to Chaouki: no legal proceedings, no related-party transactions, no pledging, and full meeting attendance .