Johanne Kaplan
About Johanne Kaplan
Johanne Kaplan is Chief Development Officer (CDO) at ProMIS Neurosciences, serving since 2016 and in a full‑time capacity since January 1, 2022; she was 65 years old as of April 16, 2025 . She holds a PhD in Microbiology & Immunology from McGill University and completed post‑doctoral studies at Albert Einstein College of Medicine; her career includes senior roles at Sanofi Genzyme (1992–2015), where as Vice President of Neuroimmunology Research she led scientific contributions supporting approvals of Lemtrada (alemtuzumab) and Aubagio (teriflunomide) for relapsing‑remitting multiple sclerosis, and has over 70 scientific publications and multiple patents . Prior positions also include Chief Scientific Officer roles at Shepherd Therapeutics (2016–2021) and Epiva Biosciences (2015–2016), and earlier at SmithKline Beecham as an Associate Immunopathologist establishing an immunotoxicology program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanofi Genzyme | Vice President of Research; Vice President, Neuroimmunology Research | 2005–2015; broader tenure 1992–2015 | Led science team contributing to approvals of Lemtrada and Aubagio in RRMS; built partnerships in neuroinflammatory therapies |
| Shepherd Therapeutics | Chief Scientific Officer | 2016–2021 | Senior R&D leadership; oncology and neuro focus (biography disclosure) |
| Epiva Biosciences | Chief Scientific Officer | 2015–2016 | Built early‑stage neuroinflammatory programs (biography disclosure) |
| SmithKline Beecham | Associate Immunopathologist | Not disclosed | Established an immunotoxicology program |
External Roles
- Not listed as a PMN director; appears solely as an executive officer (CDO) in executive officer tables .
- No external public company board positions or committee roles are disclosed in her executive biography across proxies reviewed .
Fixed Compensation
- Kaplan was not included among PMN’s named executive officers (NEOs) for 2023 or 2024 as disclosed; NEO tables cover CEO and two other highest‑paid officers (Warma, Malenfant, Cashman), so her base salary, target bonus %, and actual bonus were not disclosed .
Performance Compensation
- Company compensation structure emphasizes base salary plus long‑term equity incentives in the form of stock options; DSUs may be granted in lieu of cash bonuses to senior officers. No Kaplan‑specific RSU/PSU grants, performance weightings, targets, or payouts are disclosed .
- Hedging policy: PMN states there are no specific requirements preventing NEOs/directors from purchasing hedging instruments (e.g., collars, swaps), which is a potential alignment risk if applied broadly to executives .
- 2025 Stock Option & Incentive Plan (replacing the 2015 Plan) permits options, SARs, restricted/unrestricted stock, RSUs, cash awards, and dividend equivalents; Administrator explicitly authorized to reprice options/SARs or effect repricing via cancellation and re‑grant (potential red flag) .
Vesting Schedules (Company patterns; Kaplan-specific terms not disclosed)
| Instrument | Typical Vesting Pattern | Notes |
|---|---|---|
| Time‑based stock options | Common patterns include 25% vesting at first anniversary, remainder ratably monthly over 36 months; some grants vest monthly over 48 months | |
| DSUs | Vest only upon separation from service; paid one share per vested DSU at separation | |
| Performance options | Example CEO award: 25% vests upon achieving 10‑day VWAP > 3× exercise price; remainder ratably monthly over 36 months |
Equity Ownership & Alignment
- Individual beneficial ownership for Kaplan was not itemized in 2024–2025 proxies; group totals include her as part of “all directors and executive officers” .
| Metric | Sep 2024 | Sep 2025 |
|---|---|---|
| Directors & executive officers as a group – beneficial ownership (shares) | 1,353,169 | 2,097,963 |
- Equity compensation plan context:
| Plan Metric | Dec 31, 2023 | Dec 31, 2024 |
|---|---|---|
| Securities to be issued upon exercise of outstanding options, warrants and rights (shares) | 968,323 | 3,575,514 |
| Weighted-average exercise price of outstanding options, warrants and rights (USD) | $— for warrants; options $ (see note) → $ composite $—; table shows $487,448 as remaining shares, not price; specific 2023 WAVG exercise price disclosed in table as $ (column b) $ (converted presentation) | $2,962,324 (column b reflects weighted-average exercise price; presented in table) |
| Securities remaining available for future issuance under equity plans (shares) | 487,448 | 2,962,324 |
- As of April 16, 2025, options outstanding were 3,575,514 shares (weighted avg exercise price $3.42; 5.0 years remaining). Unvested options included 1,684,189 time‑based and 490,338 performance‑based; shares available for awards: 2,946,719 .
- Hedging permitted (no specific prohibition), and no pledging policy disclosure is identified in reviewed sections; DSUs vest only at separation, which defers realizable value and can support retention .
Employment Terms
- No Kaplan‑specific employment agreement terms, severance, change‑of‑control provisions, or non‑compete/non‑solicit clauses are disclosed in the proxies reviewed. PMN states it does not offer a formal termination/CIC plan; severance for certain NEOs is per individual agreements (examples provided for Warma, Malenfant, Cashman), but none is disclosed for Kaplan .
Performance & Track Record
- At Sanofi Genzyme, Kaplan led neuroimmunology research contributions supporting approvals of Lemtrada and Aubagio for RRMS, evidencing execution in late‑stage development and regulatory support .
- Publications and IP: Over 70 scientific publications and multiple patents, indicating sustained research leadership .
Risk Indicators & Red Flags
- Hedging allowed: No specific prohibition on hedging instruments for NEOs/directors, which can weaken equity alignment if used to offset downside risk .
- Repricing authority: The 2025 Plan authorizes the Administrator to reduce exercise prices or reprice via cancellation/re‑grant, increasing potential for option repricing in adverse markets (investor‑unfriendly if used) .
- Change‑of‑control: Awards may accelerate/vest upon “sale event” if not assumed, with potential parachute payment tax impacts; this can amplify realized pay in transactions .
- No retirement benefit plans: PMN discloses it has no retirement benefit plans, reducing hidden compensation but also limiting retention levers .
Investment Implications
- Alignment: Kaplan’s alignment appears primarily through long‑term equity structures (options/DSUs) used by PMN; however, the absence of a hedging prohibition and presence of an explicit repricing mechanism in the 2025 Plan modestly weaken the purity of equity alignment from an investor standpoint .
- Transparency: As Kaplan is not disclosed as an NEO for 2023–2024, the lack of detailed salary/bonus/equity grant disclosure limits pay‑for‑performance evaluation; monitoring future proxies for NEO inclusion is warranted .
- Retention: DSU vesting on separation and standard time‑based option schedules support retention; Kaplan’s long tenure (CDO since 2016) suggests continuity in clinical development leadership, a positive for execution risk, but employment/severance specifics for her remain undisclosed .
- Event sensitivity: Change‑of‑control acceleration and potential parachute payments imply heightened payout sensitivity to strategic transactions; investors should evaluate deal structures for award treatment and dilution if a sale event occurs .