Josh Mandel-Brehm
About Josh Mandel-Brehm
Independent director at ProMIS Neurosciences (PMN) since September 1, 2021; age 42 as of April 2025. Background includes President & CEO of CAMP4 Therapeutics (since 2017), prior business development at Biogen (2013–2017), entrepreneur partner at Polaris Partners, and founder/board member of Vico Therapeutics B.V. Degrees: BA in Biology (Washington University in St. Louis) and MBA (University of Michigan) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biogen | Business Development | May 2013–May 2017 | Transaction execution, BD leadership |
| CAMP4 Therapeutics | President & CEO | May 2017–present | Operational leadership; external biotech network |
| Polaris Partners | Entrepreneur Partner | May 2017–present | Portfolio/company-building expertise |
| Vico Therapeutics B.V. | Founder & Board Member | Oct 2019–present | RNA therapy board oversight |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| CAMP4 Therapeutics | President & CEO | Private | Gene regulation platform company |
| Polaris Partners | Entrepreneur Partner | Private | Venture role; access to deal flow |
| Vico Therapeutics B.V. | Founder & Board Member | Private | Neurology/genetics focus |
Board Governance
- Independence: Determined independent; currently serves as an independent director .
- Years of service on PMN’s board: Since September 1, 2021 .
- Committee memberships and expertise:
- Audit Committee member; independent, financially literate, and designated an audit committee financial expert .
- Corporate Governance & Nominating Committee member; independent .
- Not a member of the Compensation Committee in 2024–2025 (comp committee comprised of William Wyman and Maggie Shafmaster in 2024) .
- Lead Independent Director: Role held by Maggie Shafmaster (not Mandel-Brehm) .
| Attendance (FY 2024) | Board Meetings | Committee Meetings |
|---|---|---|
| Josh Mandel-Brehm | 6 of 6 | 5 of 5 |
Fixed Compensation
- PMN adopted a non‑employee director compensation policy in December 2024: $40,000 annual board retainer; additional committee retainer schedule below .
| Compensation Element | Amount (USD) |
|---|---|
| Annual Board Retainer | $40,000 |
| Audit Committee Chair | $15,000 |
| Audit Committee Member | $7,500 |
| Compensation Committee Chair | $10,000 |
| Compensation Committee Member | $5,000 |
| Nominating & Corporate Governance Chair | $8,000 |
| Nominating & Corporate Governance Member | $4,000 |
| Director Compensation (Josh) | 2022 | 2024 |
|---|---|---|
| Cash Fees (USD) | $40,000 | $40,000 |
| Option Awards (Grant-Date Fair Value, USD) | $0 | $34,968 |
| Total (USD) | $40,000 | $74,968 |
Key findings:
- Shift from cash-only (2022) to cash + equity (2024) aligns interests with shareholders and signals broader board equity participation introduced by the 2024 policy .
Performance Compensation
- Equity awards for non‑employee directors under the 2024 policy are stock options, with defined grant sizes and vesting schedules (no disclosed performance metrics such as TSR or EBITDA for directors) .
| Award Type | Grant Size | Vesting | Notes |
|---|---|---|---|
| Director Initial Award | 40,000 options | 25% at grant; remaining 75% monthly over 3 years | Granted upon initial appointment/election |
| Director Annual Award | 20,000 options | Vests in full at earlier of 1-year anniversary or next annual meeting | Annual refresh for continuing directors |
| Director Re‑Stake Award (discretionary) | Board‑determined | 33% at grant; remaining 67% monthly over 2 years | To rebalance equity exposure |
Award caps and acceleration:
- Aggregate cap: $1,000,000 in first calendar year as director; $750,000 in other years (cash + equity) .
- Full acceleration upon defined Triggering Event under the 2015 Plan .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| CAMP4 Therapeutics | President & CEO | N/A | No related‑party transactions disclosed involving Mandel‑Brehm |
| Vico Therapeutics B.V. | Founder & Board Member | N/A | No PMN related‑party transactions disclosed |
| Polaris Partners | Entrepreneur Partner | N/A | Venture role; audit committee oversees conflicts per PMN policy |
Expertise & Qualifications
- Biotech operating and BD leadership (Biogen, CAMP4); venture building (Polaris) .
- Financial literacy and audit committee financial expert designation .
- Education: BA Biology (WUSTL), MBA (University of Michigan) .
Equity Ownership
| Date (Record Reference) | Beneficial Ownership (Shares) | Composition | % of Outstanding |
|---|---|---|---|
| May 5, 2023 | 8,333 | Options exercisable within 60 days | <1% |
| Aug 15, 2024 | 8,333 | Options exercisable within 60 days | <1% |
| Apr 16, 2025 | 30,555 | Options exercisable within 60 days | <1% |
| Sep 17, 2025 | 36,111 | Options exercisable within 60 days | <1% |
Alignment policies:
- PMN insider trading policy prohibits short sales, buying on margin or holding in margin accounts, and derivative/hedging transactions; designed to prevent pledging/hedging misalignment across all directors .
Shareholder Voting Signal (Director Election)
| Annual Meeting (June 13, 2024) | Votes For | Votes Withheld | Broker Non‑Votes |
|---|---|---|---|
| Josh Mandel‑Brehm | 4,491,624 | 173,617 | 3,228,732 |
Interpretation: Strong support (4.49M “For” vs 0.17M “Withheld”), reinforcing investor confidence in his board contribution .
Governance Assessment
- Board effectiveness: High attendance (100% board; 100% committee in 2024), active roles on Audit and Nominating; designated audit committee financial expert—supports oversight quality .
- Independence & conflicts: Independent; no related‑party transactions disclosed involving Mandel‑Brehm; PMN’s policies and audit committee oversight address potential conflicts from external roles .
- Compensation & alignment: Introduction of option awards in 2024 adds at‑risk equity to director mix; cash retainer consistent with small-cap biotech benchmarks; no director‑specific performance metrics disclosed .
- Ownership: Beneficial ownership remains <1%; while options have increased (8,333 → 36,111), absolute stake is modest—monitor ongoing equity grants for alignment .
- Shareholder signals: 2024 election support strong; broader shareholder votes (e.g., ratification items, stock option plan) passed—no adverse governance votes tied to director performance .
- RED FLAGS:
- None disclosed specific to Mandel‑Brehm: no low attendance, no related‑party transactions, no pledging/hedging, no legal or regulatory proceedings .
Appendix: Recent Shareholder Vote Outcomes (context)
- Special Meeting (Nov 17, 2025): Reverse split authorization approved (21,331,321 For; 2,939,187 Against; 57,645 Abstain), and adjournment flexibility approved—indicates shareholder support for listing compliance actions .
- Annual Meeting (Jun 13, 2024): All seven director nominees (including Mandel‑Brehm) elected; auditor ratified; stock option plan approved .