Maggie Shafmaster
About Maggie Shafmaster
Lead Independent Director of ProMIS Neurosciences (PMN) since May 2022; director since September 22, 2021. Age 66 (Florida, USA). Over 30 years of IP and transactional leadership in biotech/pharma, including VP & Chief Patent Counsel at Sanofi Pasteur (2011–2014) and SVP & Chief Patent Counsel at Genzyme (2006–2011). Education: Ph.D. (Molecular Biology & Virology), Cornell University; J.D., New York Law School; B.A. Biology, UC Santa Cruz. Independent under Nasdaq and Canadian rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi Pasteur | Vice President & Chief Patent Counsel | 2011–2014 | Led IP strategy for vaccines unit. |
| Genzyme Corp. | SVP & Chief Patent Counsel | 2006–2011 | Senior IP leadership at major biotech. |
| Various litigations | Expert Witness (IP/trade secrets) | Not disclosed | Testified on patent infringement/trade secrets. |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| Advisory/Consulting | Independent consultant (IP strategy, transactions, disputes) | Since 2014 | Private role; not a public company directorship. |
| Other public company boards | None disclosed | N/A | Company states remaining current directors (including Shafmaster) are not on other reporting issuer boards. |
Board Governance
- Current roles: Lead Independent Director; member, Compensation Committee (independent).
- Independence: Determined independent under Nasdaq and Canadian securities laws.
- Attendance (FY2024): 6/6 Board; 2/2 committee meetings attended; board held 6 meetings in 2024.
- Committee structure (FY2024 activity): Audit (4 meetings), Compensation (1 meeting), Corporate Governance & Nominating (1 meeting).
- Lead Independent Director responsibilities: Calls/presides over independent director sessions; liaison between Chair and independents; may perform additional delegated duties.
Fixed Compensation (Director Pay)
| Metric (FY2024) | Amount |
|---|---|
| Board cash retainer | $40,000. |
| Committee retainers policy (adopted Dec 2024) | Audit Chair $15,000; Audit member $7,500; Comp Chair $10,000; Comp member $5,000; N&CG Chair $8,000; N&CG member $4,000. |
| Shafmaster—Fees earned in cash | $40,000. |
| Other cash payments | None disclosed for Shafmaster. |
Notes: Non-employee director compensation policy (Dec 2024) provides cash retainers and equity; paid quarterly, prorated for partial years.
Performance Compensation (Director Equity)
| Equity Element | Terms |
|---|---|
| Initial director option grant | 40,000 options at appointment; 25% vests at grant, remainder vests monthly over 3 years; non-statutory stock options. |
| Annual director option grant | 20,000 options each annual meeting; vests in full by next year’s annual meeting or earlier if next AGM occurs sooner. |
| Outstanding options (12/31/2024) | 30,555 options held by Shafmaster. |
| Option grant accounting value (2024) | $34,968 option award grant-date fair value (ASC 718). |
| Plan terms context | 2025 Stock Option & Incentive Plan supports options/RSUs/SARs; no repricing without shareholder approval; 10-year max term; COI acceleration may trigger parachute tax implications. |
No director-specific performance metrics (e.g., TSR, revenue) disclosed for director equity; grants are service-based per policy.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None reported for Shafmaster. |
| Compensation Committee interlocks | None; Shafmaster and Wyman served on comp committee and were independent; no executive served on another company’s comp committee with reciprocal ties. |
Expertise & Qualifications
- Deep IP expertise in biotech/pharma (Sanofi Pasteur, Genzyme); litigation expert witness experience.
- Advanced technical/legal credentials (Ph.D., J.D.).
- Board leadership as Lead Independent Director with defined responsibilities for independent oversight and liaison.
Equity Ownership
| As-of Date | Total Beneficial Ownership | Components | % of Class |
|---|---|---|---|
| April 16, 2025 | 230,555 shares (incl. options exercisable within 60 days) | 30,555 options underlying; remainder common shares (exact split not fully itemized here) | “*” = <1%. |
| September 17, 2025 | 236,111 shares | 200,000 common shares; 36,111 options exercisable within 60 days. | “*” = <1%. |
Additional context:
- Insider trading policy in force for directors and officers.
- Shares pledged/hedged: Not disclosed.
- Ownership guidelines: Not disclosed.
Governance Assessment
- Independence and leadership: Independent by Nasdaq/Canadian standards and serves as Lead Independent Director—positive for board oversight and shareholder alignment.
- Engagement: Perfect board attendance in 2024 and full attendance at assigned committee meetings; committee cadence shows focused but limited comp/governance sessions (1 each), with audit more active (4).
- Pay mix and alignment: 2024 director pay balanced between cash ($40k) and equity (option grant fair value ~$35k), consistent with service-based alignment; new policy formalizes retainers and routine option grants.
- Conflicts/related-party exposure: Company discloses no material related-party transactions or material interests for informed persons/directors; none indicated for Shafmaster.
- Watch item (perception risk, no disclosed relation): Large holder “Shaf QIC, LLC” at ~9.99% controlled by Jonathan S. Shafmaster; company does not disclose any relationship to director; no related-party transactions noted.
- Committee role: Serves on Compensation Committee (independent), a key governance lever for executive pay; interlocks explicitly negated—reduces risk of reciprocal pay-setting.
Director Compensation (Detail)
| Name | Fees Earned (Cash) | Option Awards (Grant-Date FV) | All Other Comp | Total |
|---|---|---|---|---|
| Maggie Shafmaster | $40,000 | $34,968 | — | $74,968 |
Non-employee director policy (Dec 2024) cash retainers and committee adders summarized above; equity awards per initial/annual grants.
Committee Assignments
| Committee | Role | Independent | 2024 Meetings (Committee) |
|---|---|---|---|
| Compensation | Member | Yes | 1 (2024) |
| Audit | Not a member | N/A | 4 (2024) |
| Corporate Governance & Nominating | Not a member | N/A | 1 (2024) |
| Lead Independent Director | Lead Independent | Independent | N/A (role-level duties) |
Other Disclosures
- Board/AGM participation: All seven then-serving directors attended the 2024 annual and special meetings.
- Beneficial ownership context: Company outstanding shares 32,689,190 (Apr 16, 2025); 53,811,110 (Sept 17, 2025).
Summary Implications for Investors
- Strong independence and attendance with lead independent role supports board effectiveness and oversight of management.
- Compensation structure aligns director incentives via routine option grants while maintaining modest cash retainers; no pay anomalies or interlocks disclosed.
- No related-party transactions disclosed; monitor potential perception risk regarding similarly named large shareholder (no disclosed relationship).