Vlad Vitoc
About Vlad Vitoc
- Chairman, President & CEO of MAIA Biotechnology; age 55; co‑founder; serving as CEO/Chairman since September 2018. Education: M.D. (University of Medicine and Pharmacy “Iuliu Hațieganu”, Cluj‑Napoca) and MBA (University of South Carolina) .
- Company status/performance context: MAIA is pre‑revenue and disclosed substantial doubt about going concern without additional financing; cash was $10.9M and working capital ~$1.76M as of 9/30/25 .
- Execution highlights under Vitoc: Phase 2 THIO‑101 in 3L NSCLC reported estimated median OS of 17.8 months (95% CI lower bound 12.5; 99% CI 10.8) in the ITT cohort; FDA granted Fast Track for ateganosine (THIO) in NSCLC; Phase 3 THIO‑104 (vs chemo, ~300 patients) planned to initiate 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Multiple biotech/pharma companies | Commercial strategy and medical affairs leadership roles | ~20 years | Managed/supported 20+ early/launch/mature compounds across >25 tumor types (e.g., CRC, HCC, lung, breast, prostate, renal) |
External Roles
- No external public company board roles for Dr. Vitoc are listed in MAIA’s 2024 or 2025 proxy disclosures .
Fixed Compensation
Multi‑year CEO compensation (Summary Compensation Table):
| Year | Salary | Bonus | Option Awards (grant‑date FV) | All Other Compensation | Total |
|---|---|---|---|---|---|
| 2024 | $473,000 | $236,500 (accrued; expected to be paid in 2025) | $637,480 | $13,461 | $1,360,441 |
| 2023 | $473,000 | $0 | $900,934 | $12,306 | $1,386,240 |
| 2022 | $442,542 | $236,500 | $492,220 | $36,508 | $1,207,770 |
Notes:
- Current (effective Feb 1, 2025) base salary increased to $625,000; target annual bonus up to 55% of base; see Employment Terms below .
Performance Compensation
Annual incentive structure and equity awards:
-
Annual cash incentive (short‑term)
- Design: Discretionary, based on individual performance objectives, corporate goals, and milestone achievements set by the board .
- Target: Up to 55% of base salary under 2025 agreement (prior 2022 agreement was up to 50%) .
- 2024 outcome: $236,500 accrued; board disclosed bonuses expected to be paid in 2025 .
-
Stock options (long‑term)
- Plan: 2021 Equity Incentive Plan; options priced at or above grant‑date fair value; 10‑year term; no PSUs disclosed for NEOs .
- 2024 option grants to Vitoc (unvested as of 12/31/24):
- 200,000 options @ $1.41 (1/24/2024), expires 1/24/2034
- 200,000 options @ $2.94 (4/26/2024), expires 4/26/2034
- Other outstanding awards (selection):
- 87,501 exercisable / 112,499 unexercisable @ $4.10 (3/08/2023); expires 3/08/2033
- 112,501 exercisable / 87,499 unexercisable @ $3.56 (9/16/2022); expires 9/16/2032
- Legacy grants: e.g., 805,000 ex. @ $1.80 (10/01/2018) exp. 9/30/2028; 705,789 ex. @ $1.80 (11/03/2020) exp. 11/02/2030 .
Detailed outstanding CEO equity (as of 12/31/24):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| 04/26/2024 | — | 200,000 | $2.94 | 04/26/2034 |
| 01/24/2024 | — | 200,000 | $1.41 | 01/24/2034 |
| 05/31/2023 | 123,760 | — | $2.50 | 05/31/2033 |
| 03/08/2023 | 87,501 | 112,499 | $4.10 | 03/08/2033 |
| 09/16/2022 | 112,501 | 87,499 | $3.56 | 09/16/2032 |
| 07/01/2021 | 7,529 | — | $1.83 | 06/30/2031 |
| 04/16/2021 | 509,906 | — | $1.83 | 04/15/2031 |
| 04/01/2021 | 23,078 | — | $1.83 | 03/31/2031 |
| 01/01/2021 | 23,695 | — | $1.80 | 12/31/2031 |
| 11/03/2020 | 705,789 | — | $1.80 | 11/02/2030 |
| 04/01/2020 | 169,500 | — | $1.80 | 03/31/2030 |
| 10/01/2018 | 805,000 | — | $1.80 | 09/30/2028 |
Notes: Certain options were transferred to children’s trusts; Vitoc retains beneficial ownership of a portion (e.g., 300,000 transferred; 200,000 beneficial; 59,945 transferred; 39,963 beneficial) .
Equity Ownership & Alignment
- Beneficial ownership and composition:
| Record Date | Total Beneficial Ownership | % of Class | Direct/Common Shares (incl. spouse) | Options/Warrants exercisable within 60 days |
|---|---|---|---|---|
| Mar 24, 2025 | 3,610,383 | 11.22% | 1,019,221 (incl. 210,100 spouse) | 2,591,162 (incl. 28,159 spouse; 322,470 in daughters’ trusts) |
| Mar 28, 2024 | 3,459,015 | 15.03% | 1,019,121 (incl. 210,000 spouse) | 2,439,894 (2,438,083 options + 1,811 warrants) |
- Hedging/pledging: Company prohibits hedging/short sales; pledging requires pre‑clearance; as of 12/31/24, no directors/executive officers had pledged shares .
- Rule 10b5‑1: Directors/executive officers had plans to buy shares; as of 11/7/25 those plans had expired; future plans may be adopted .
- Ownership guidelines: Not disclosed in proxy/10‑Q .
Employment Terms
| Item | Terms |
|---|---|
| Agreement date | February 1, 2025 (amendment of prior agreement) |
| Base salary | $625,000 |
| Target annual bonus | Up to 55% of base salary; discretionary, tied to individual and corporate milestones |
| Severance (no Change‑of‑Control) | If terminated without Cause or resigns for Good Reason: 12 months base salary; accelerate unvested equity that would have vested in 12 months; up to 12 months COBRA at active‑rate cost share; release required |
| Change‑of‑Control (double trigger; within 180 days post‑CoC) | Lump sum 18 months base salary + 1.5× target bonus; full acceleration of all unvested equity; up to 18 months COBRA at active‑rate cost share; release required |
| Restrictive covenants | Invention assignment/confidentiality; non‑compete and non‑solicit during employment and 12 months post‑termination |
| Prior terms (Sept 16, 2022 agreement) | Base salary $473,000; target bonus up to 50%; similar severance constructs |
Board Governance (director‑specific)
- Roles: Chairman of the Board (combined CEO/Chair structure). Board determined combined roles are in stockholders’ best interests; Lead Independent Director is Dr. Stan V. Smith .
- Independence: Board deems all directors independent except Dr. Vitoc (CEO) .
- Committees: Audit (Louie—Chair; Chaouki; Smith), Compensation (Smith—Chair; Luput; Guerrero), Nominating & Governance (Louie—Chair; Luput; Smith) .
- Board structure/tenure: Classified board (3 classes). Vitoc is Class II (term to 2027) .
- Attendance: Board held 4 meetings in 2024 with full attendance .
- Director pay: Employee director (Vitoc) receives no additional compensation for board service per policy .
Related Party/Transactions Context (governance)
- Director participation in private placements during 2024 (e.g., Smith, Louie, Luput, Chaouki, Guerrero) with warrants issued; structured via 2021 Plan as unrestricted stock awards and options; not deemed compensatory by company; details and terms disclosed .
- Indemnification: Company provides indemnification and D&O insurance; separate indemnification agreements in place .
Risk Indicators & Red Flags
- Financial risk: Company disclosed substantial doubt about going concern; continued operating losses; need for additional capital .
- Digital asset treasury plan: Board authorized up to 90% of corporate treasury in BTC/ETH/USDC; as of 11/7/25 no purchases yet; filings highlight regulatory/liquidity/volatility risks associated with crypto .
- Hedging/pledging policy: Anti‑hedging and pledging restrictions reduce misalignment risk; no pledging by insiders as of 12/31/24 .
- Legal/SEC: No material legal proceedings involving directors/officers; Section 16 compliance timely for 2024 .
Performance & Track Record (company under Vitoc)
- THIO‑101 (Phase 2, 3L NSCLC): Estimated median OS 17.8 months (95% CI lower bound 12.5; 99% CI 10.8); partial response noted after ~20 months in one patient; treatment generally well‑tolerated in heavily pre‑treated population .
- FDA Fast Track granted for ateganosine (THIO) in NSCLC (July 2025) .
- Phase 3 THIO‑104 planned for 2025; direct comparison vs chemotherapy; ~300 patients; 1:1 randomization .
Investment Implications
- Alignment: High insider ownership (11.22% of shares; significant portion via long‑dated options) aligns CEO incentives with equity value creation and regulatory/clinical milestones; anti‑hedging and no pledging further align interests .
- Pay‑for‑performance: 2025 contract lifts base salary to $625k with higher at‑risk target (55%); equity grants are option‑heavy (no PSUs disclosed), tying upside to stock appreciation; 2024 cash bonuses accrued despite cash management constraints, but were structured for payment in 2025 .
- Retention/CoC: Double‑trigger CoC package (18 months salary + 1.5× target bonus + full equity vesting) is sizable for a micro‑cap biotech and could be dilutive in a sale, but supports stability through pivotal trials .
- Overhang/over‑time supply: Large unexercised/unvested option stack with expirations into 2034 may create future dilution; vesting specifics beyond status at 12/31/24 were not disclosed .
- Funding/runway risk: Going‑concern language and recurring equity financings (ATM/private placements) remain core risks; newly adopted digital asset strategy adds treasury volatility/regulatory risk, which investors may discount .
Overall: Vitoc’s high ownership and option‑based incentives are aligned with value creation from Phase 2/3 execution, but funding dependence, crypto‑treasury optionality, and a generous CoC package are key governance and risk considerations ahead of pivotal milestones **[1878313_0001140361-25-012689_ny20041469x2_def14a.htm:24]** **[1878313_0001140361-25-012689_ny20041469x2_def14a.htm:28]** **[1878313_0001140361-25-012689_ny20041469x2_def14a.htm:31]** **[1878313_0001493152-25-021272_form10-q.htm:7]** **[1878313_0001493152-25-021272_form10-q.htm:30]**.