Neil Cashman
About Neil Cashman
Neil Cashman, M.D., is Chief Scientific Officer (CSO) and a director at ProMIS Neurosciences (PMN). He has served as CSO since May 2004 and director since June 2010 (previously 2005–2008), with academic credentials including a B.A. in Physics (Bowdoin), M.D. (UMass), and neurology residency at University of Chicago; he was Professor/Canada Research Chair at UBC and Director of the ALS Clinic in Vancouver before becoming a full‑time PMN employee in 2022 . Age: 73 (April 2025 profile) . PMN ties CSO pay predominantly to salary and options; no explicit TSR/revenue/EBITDA-linked incentive metrics are disclosed for Cashman; bonus eligibility is discretionary based on Board‑set goals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| University of British Columbia (UBC) | Professor; Canada Research Chair in Neurodegeneration & Protein Misfolding Diseases | 2005–2019 Chair; Professor until 2022 | Led translational neurodegeneration research; scientific foundation for PMN programs . |
| Vancouver General Hospital | Director, ALS Clinic | 2005–2022 | Clinical leadership in ALS care; informs PMN development insights . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bowdoin College; UMass Medical School; Univ. of Chicago Hospitals | B.A. Physics; M.D.; Neurology Residency | N/A | Educational background underpinning CSO role . |
Fixed Compensation
| Metric (USD unless noted) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary (from Summary Comp.) | $333,795 | $359,657 | $353,093 |
| Bonus paid | $0 | $0 | $0 |
| All other comp. | $0 | $0 | $0 |
| Total reported comp. | $577,724 (incl. options) | $378,822 (incl. options) | $515,886 (incl. options) |
- Employment Agreement base salary set at C$483,738 (effective Feb 1, 2022); eligible to participate in company benefit plans .
Performance Compensation
| Equity/Metric | Grant/Plan | Weighting/Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|
| Stock options (employment grant) | 50,000 options (Feb 1, 2022) | N/A | N/A | 1/48th per month over 4 years; 12‑month post‑termination exercise | Provided under employment agreement; director service condition noted . |
| Annual/performance bonus eligibility | Company discretion | Target % not disclosed; based on individual and company goals set by Board | Not disclosed for 2022–2024 | N/A | No formulaic TSR/revenue/EBITDA metrics disclosed for Cashman . |
| DSU Plan (for senior officers) | DSUs may be used in lieu of bonuses | N/A | N/A | DSUs vest only upon separation from service | Plan feature; Cashman holds 1,061 DSUs (note 1) (footnote 2). |
Outstanding equity by grant (as of Dec 31, 2024)
| Grant date | Exercisable | Unexercisable | Exercise price | Expiration | Vesting detail |
|---|---|---|---|---|---|
| Jul 6, 2015 | 78,821 | — | $1.69 (C$2.43 converted) | 7/6/2025 | 1/4 immediate, balance over 36 months |
| Jul 31, 2015 | 36,988 | — | $2.71 (C$3.90 converted) | 7/31/2025 | 1/4 immediate, balance over 36 months |
| Feb 10, 2022 | 35,426 | 14,574 | $5.84 (C$8.40 converted) | 2/10/2032 | 1/48 monthly over 48 months |
| Oct 26, 2023 | 3,646 | 8,854 | $1.87 | 10/26/2033 | 1/4 on first anniversary; then 36 monthly |
| Nov 18, 2024 | — | 200,000 | $1.00 | 11/18/2034 | 1/4 on first anniversary; then 36 monthly |
- Reference price for valuation context: PMN closed at $0.9466 on Dec 31, 2024; several option tranches were near or out‑of‑the‑money at year‑end (note 3).
Equity Ownership & Alignment
Beneficial ownership and breakdown
| As-of date | Total beneficial ownership | Shares owned (incl. spouse) | Options exercisable within 60 days | Warrants within 60 days | DSUs |
|---|---|---|---|---|---|
| Apr 16, 2025 | 315,860 | 129,921 (incl. 16,617 spouse) | 162,429 | 22,449 | 1,061 |
| Sep 17, 2025 | 256,818 | 129,921 (incl. 16,617 spouse) | 103,387 | 22,449 | 1,061 |
- Percentage of outstanding shares: less than 1% at both dates (company table designation “*” for <1%) .
- Hedging/Pledging: The company discloses no specific requirements preventing hedging transactions by NEOs/directors; no pledging policy disclosure—potential alignment risk if used .
- Ownership guidelines: No executive stock ownership guideline disclosure identified .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment start in current role | CSO since May 2004; full‑time employee effective Feb 1, 2022 . |
| Base salary | C$483,738 per Cashman Employment Agreement (Jan 21, 2022; effective Feb 1, 2022) . |
| Bonus | Eligible, target based on Board‑set goals; discretionary; targets not specified . |
| Initial equity | 50,000 stock options; vest 1/48 monthly over 4 years; 12‑month post‑termination exercise . |
| Severance (without cause or good reason) | 9 months of then‑current base salary; paid ratably; 12 months COBRA continuation; release required . |
| Change‑of‑control (equity plan) | Under 2025 Plan, if awards are not assumed/continued/substituted in a “sale event,” unvested awards become vested/exercisable at closing; if assumed, normal terms continue (acceleration discretionary per Award Certificate) . |
| Non‑compete/Non‑solicit | Not disclosed in cited sections. |
| Clawback | No clawback policy disclosure specific to NEOs identified in cited sections. |
Board Governance
- Dual roles: Cashman is an employee‑director (CSO + Director), and thus not independent; independent Chair (Eugene Williams) and Lead Independent Director (Maggie Shafmaster) provide counterbalance .
- Committee roles: No committee memberships are indicated for Cashman (committee markers apply to other directors in the roster) .
- Board service history: Director 2005–2008 and since 2010 .
- Board/committee attendance: Cashman attended 7/7 meetings in 2023; 6/6 in 2024; no committee assignments (N/A) .
- Director compensation: As an employee‑director, he receives no additional director compensation .
Director Compensation (for context; Cashman exempt as employee)
- Non‑employee director policy (Dec 2024): $40,000 annual cash retainer; additional committee retainers (Audit Chair $15k; Audit member $7.5k; Comp Chair $10k; Comp member $5k; N&G Chair $8k; N&G member $4k) .
- Employee directors (Cashman) receive no separate director pay .
Ownership Structure & Overhang (Company-level context)
- Equity plan overhang/burn: As of Dec 31, 2024, 3,575,514 securities to be issued upon exercise; 2,962,324 remaining available under plans; historical burn rate shown (2022: 2.02%; 2023: 0.56%) .
- 2025 Stock Option and Incentive Plan: Administrator discretion; change‑in‑control treatment as noted above .
Related Party Transactions and Conflicts
- Management reports no material related party transactions or indebtedness involving directors/executive officers in the most recent year per proxy disclosure .
Performance & Track Record
- Role‑specific achievements are not quantified in the proxies; PMN’s development milestones and financings are disclosed elsewhere (e.g., 8‑Ks/S‑3), but no specific TSR/revenue/EBITDA targets are tied to Cashman’s compensation in the cited disclosures .
Compensation Committee & Benchmarking
- Compensation philosophy: two components—base salary and long‑term equity (options); peer comparisons considered for salary levels .
- Independent compensation consultant: Alpine Rewards engaged since Oct 2024 to advise on executive and director pay and peer group development; Committee deemed independent under SEC/Nasdaq rules .
Vesting Schedules & Potential Insider Selling Pressure
- Near‑term cliffs: 25% vesting cliffs on Oct 26, 2024 grant (vested in Oct 2024–2025 cycle) and Nov 18, 2024 grant (first 25% vests Nov 18, 2025), followed by 36 monthly installments—creating periodic incremental liquidity windows thereafter .
- Many option tranches were near or out‑of‑the‑money at 12/31/2024 ($0.9466 reference), which can dampen near‑term exercise/sale activity unless price recovers; monitor price vs $1.00/$1.87/$5.84 strikes (note 3).
Equity Ownership & Alignment Diagnostics
- Beneficial ownership is <1%; alignment relies on option value realization rather than large outright shareholdings .
- Hedging policy lacks prohibitions, which may weaken alignment if used; pledging policy not disclosed—monitor for any Form 4 hedging/pledging footnotes (risk) .
- DSUs balance is small (1,061) and only settle upon separation, modest retention feature (note 1) .
Employment Terms – Economics Summary
| Component | Economics |
|---|---|
| Severance (non‑CoC) | 9 months base salary + up to 12 months COBRA; release required . |
| CoC equity treatment | Acceleration if awards not assumed/continued in “sale event”; otherwise may continue; performance awards treated per Administrator/Award Certificate . |
| Tax gross‑ups | None disclosed specific to Cashman in cited documents. |
Investment Implications
- Pay‑for‑performance linkage is predominantly via options with multi‑year vesting; absence of explicit operating or TSR metrics for Cashman and a permissive hedging posture are weaker alignment signals vs best practices .
- Upcoming vesting cliffs (notably the Nov 18, 2024 grant’s 25% cliff on Nov 18, 2025, then monthly) could create incremental sellable inventory if in‑the‑money, a potential supply overhang; monitor price relative to $1.00/$1.87/$5.84 strikes and Form 4 activity .
- Retention risk appears moderate: severance is 9 months base salary (no rich CoC multiple), but substantial unvested equity through 2026–2028 provides stickiness contingent on share price recovery .
- Governance: Employee‑director status (not independent) with no committee roles, in a board structure with independent Chair and Lead Independent Director; attendance is strong (100% in 2024), mitigating dual‑role concerns .
- No material related‑party transactions disclosed; continue to monitor financing structures and any insider hedging/pledging signals as red flags .