Neil Warma
About Neil Warma
Neil Warma (age 62) is Chief Executive Officer of ProMIS Neurosciences (PMN) and a director; he served as interim CEO in December 2023, became CEO in January 2024, and has been a board member since May 13, 2021 . He holds a B.Sc. in Neuroscience from the University of Toronto and an MBA from York University . His current employment agreement (effective October 8, 2024) provides a $500,000 base salary and a target annual bonus equal to 50% of base; long-term incentives are primarily stock options, including a price-hurdle “Performance Award” vesting on a 10-day VWAP condition, aligning pay with equity performance . PMN’s proxy identifies him as a non‑independent director by virtue of his CEO role; Eugene Williams is Board Chair and Maggie Shafmaster is Lead Independent Director, which partially mitigates CEO/board concentration risk .
Past Roles
| Organization | Role | Years | Strategic impact / scope |
|---|---|---|---|
| Genexine, Inc. (public) | President & CEO | Apr 2022 – Nov 2023 | Led public biopharma; also served on its board |
| I‑Mab Biopharma U.S. | General Manager | Sep 2019 – May 2022 | Led U.S. operations for global biopharma |
| BioHealth Care, LLC | Founder & CEO | 2018 – 2019 | Advisory services to healthcare industry |
| Opexa Therapeutics, Inc. (public) | President, CEO & Director | 2008 – 2017 | Led public biopharma company |
| Viron Therapeutics | President, CEO & Director | 2004 – 2007 | Led private biotech company |
| Novartis AG (Basel) | Senior roles | n/a | Senior positions at global pharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Genexine Ltd. (Korea Exchange) | Independent Director | Mar 2021 – Nov 2023 | Public company board service |
| Ridgeline Therapeutics | Executive Chairman | Since 2019 | Private company leadership |
| TGM Biosciences | Director | Since 2018 | Private company directorship |
| Biotechnology Innovation Organization | Board/Member role | Since Nov 2020 | Industry organization position |
Fixed Compensation
Contract terms (effective Oct 8, 2024):
| Component | Terms |
|---|---|
| Base Salary | $500,000 annually |
| Target Annual Bonus | 50% of base salary |
Actual cash compensation (as reported):
| Year | Salary ($) | Bonus ($) | All Other Comp ($) | Notes |
|---|---|---|---|---|
| 2024 | 302,244 | 400,000 (one-time milestone bonus per original agreement) | 28,962 (health insurance) | CEO effective Jan 2024; amended agreement Oct 2024 |
| 2023 | 40,000 (board fees while Interim CEO began late Dec 2023) | — | — | Reflects director compensation before CEO salary began |
Notes:
- Compensation consultant: Alpine Rewards engaged by Compensation Committee since Oct 2024 .
Performance Compensation
Equity awards (grant terms):
| Grant Date | Award | Shares (#) | Exercise Price | Vesting / Performance Condition | Expiration |
|---|---|---|---|---|---|
| 10/8/2024 | Initial Award (stock options) | 1,144,122 | $1.15 | 25% vested at grant; remaining vests ratably over 36 months | 10/8/2034 |
| 10/8/2024 | Performance Award (stock options) | 490,338 | $1.15 | 25% vests when 10‑day VWAP exceeds 3× exercise price; remainder vests ratably over 36 months | 10/8/2034 |
| 1/2/2024 | Warma Employment Options (stock options) | 200,000 | $1.17 | Fully vested upon achievement of “Warma Milestones” | 1/2/2034 |
| 5/14/2021 | Legacy option (director grant) | 8,333 | $7.51 (C$10.80 translated) | 1/4 at grant; balance ratably over next three quarters | 5/14/2031 |
Outstanding equity (as of Dec 31, 2024):
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration |
|---|---|---|---|---|
| Option (grant 5/14/2021) | 8,333 | — | $7.51 | 5/14/2031 |
| Option (grant 1/2/2024) | 200,000 | — | $1.17 | 1/2/2034 |
| Option (Initial Award, 10/8/2024) | 333,702 | 810,420 | $1.15 | 10/8/2034 |
| Performance Option (10/8/2024) | — | 490,338 | $1.15 | 10/8/2034 |
Additional program features:
- Company permits hedging; there is no specific prohibition against executives/directors using collars, swaps, etc., which can weaken alignment if used .
- 2025 Stock Option and Incentive Plan authorizes the Administrator to reduce exercise prices or reprice options/SARs (subject to shareholder approval for material amendments), a governance risk if used .
Equity Ownership & Alignment
Beneficial ownership snapshots:
| As of Date | Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Apr 16, 2025 | 685,050 | 2.04% | Includes options exercisable within 60 days; 32,689,190 shares outstanding |
| Sep 17, 2025 | 804,230 | 1.47% | Includes options exercisable within 60 days |
Other alignment considerations:
- Employee directors (Warma) receive no additional board fees; director pay applies to non‑employee directors only .
- DSUs are the only non-option share-based awards and vest only upon separation; not indicated for Warma in 2024 .
Employment Terms
| Circumstance | Cash Severance | Bonus | Equity | Benefits |
|---|---|---|---|---|
| Termination without cause | 12 months’ salary | Pro‑rated annual bonus at target | Acceleration of time‑based stock options | Standard continuing benefits |
| Change in control | 18 months’ salary | Pro‑rated annual bonus at target | Acceleration of time‑based stock options | Standard continuing benefits |
Note: The agreement states benefits are provided “in connection with a change in control,” indicating equity acceleration and severance tied to a change‑in‑control event as described .
Board Service & Governance
- Board tenure: Director since May 13, 2021; currently CEO and director; classified as non‑independent because he is CEO .
- Board leadership: Eugene Williams is Board Chair; Maggie Shafmaster is Lead Independent Director .
- Committee structure (Warma is not listed on committees): Audit (Wyman, Kirwin, Mandel‑Brehm); Compensation (Shafmaster, Wyman); Corporate Governance & Nominating (Mandel‑Brehm, Kirwin, Wyman) .
- Annual director elections; four independent directors (Kirwin, Mandel‑Brehm, Shafmaster, Wyman) .
Investment Implications
- Pay-for-performance: Warma’s equity is option-heavy with a material price‑hurdle tranche (Performance Award) that vests on a 10‑day VWAP condition, creating direct alignment with share price appreciation; the Initial Award’s 36‑month ratable vesting supports retention .
- Potential selling pressure: 810,420 time‑based options and 490,338 performance‑based options were unvested as of 12/31/2024, with the time‑based award vesting monthly; as tranches vest and become exercisable, this can introduce incremental supply from potential exercises/sales .
- Governance risk: PMN allows executive/director hedging, reducing alignment if used; its 2025 plan permits option repricing at the Administrator’s discretion, a shareholder‑unfriendly feature if enacted .
- Retention and change‑in‑control: Cash severance (12–18 months) plus acceleration of time‑based options provides retention value but also introduces potential single‑event windfall characteristics “in connection with a change in control” as disclosed; investors should assess CIC philosophy relative to peer norms .
- Board oversight: Separate Chair and Lead Independent Director provide counterbalance to the CEO’s board seat; fully independent Audit and Compensation Committees support governance quality .