Brigid Makes
About Brigid A. Makes
Independent director at Quantum-Si (QSI) since June 2021; age 69; currently Audit Committee chair and designated audit committee financial expert. Serves as CFO of Vivani Medical Inc. (since Feb 2022) with prior public-company CFO roles across diagnostics and biotech; education includes an MBA from Bentley University and a Bachelor of Commerce (Finance & International Business) from McGill University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Miramar Labs, Inc. | SVP & CFO | Sep 2011 – Jul 2017 | Led finance for aesthetics/dermatology-focused biotech |
| AGA Medical Corporation | SVP & CFO | 2006 – 2011 | CFO for structural heart/peripheral vascular devices |
| Nektar Therapeutics Inc. | CFO | 1999 – 2006 | Senior finance leadership in life sciences |
| Oravax Inc. | CFO | Prior to 1999 | CFO experience (dates not disclosed) |
| Haemonetics Corporation | CFO | Prior to 1999 | CFO experience (dates not disclosed) |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Vivani Medical Inc. | Chief Financial Officer | Feb 2022 – Present | Executive role (no board committees) |
| Elutia Inc. (formerly Aziyo Biologics) | Director | Sep 2020 – Present | Audit; Compensation; Nominating & Corporate Governance |
| Mind Medicine (MindMed) Inc. | Director | Dec 2019 – Jun 2023 | Audit; Compensation; Nominating & Governance |
Board Governance
- Independence: Board determined Makes is independent under SEC/Nasdaq rules; QSI is a Nasdaq “controlled company” due to majority voting power held by Dr. Rothberg, but maintains majority independent board and independent compensation committee composition .
- Committee assignments: Audit Committee chair; members: Makes (chair), Ruth Fattori, Scott Mendel. Expected transition post-2025 AGM: Mendel to become Audit chair; Kevin Rakin to replace Fattori on Audit Committee .
- Financial expert designation: Board determined Makes and Mendel qualify as “audit committee financial experts” (Item 407(d)(5)) and possess financial sophistication under Nasdaq rules .
- Attendance: In 2024, Board met 5 times; committees met 14 times; no director attended fewer than 75% of applicable meetings .
Fixed Compensation
| Component | Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $50,000 | Paid quarterly in arrears |
| Chairman of the Board retainer | $50,000 | Not applicable to Makes |
| Audit Committee chair retainer | $20,000 | Applies to Makes in 2024 |
| Audit Committee member retainer | $10,000 | For non-chair members |
| Compensation Committee chair/member | $15,000 / $7,500 | Not applicable to Makes |
| Nominating & Governance chair/member | $10,000 / $5,000 | Not applicable to Makes |
| Director | 2024 Cash Fees ($) | Source |
|---|---|---|
| Brigid A. Makes | $72,782 | 2024 Director Compensation table |
Performance Compensation
| Director | Grant Date | Equity Type | Number Granted | Grant Date Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Brigid A. Makes | May 16, 2024 | Stock Options | 113,281 | $145,000 | Vests at end of period from 2024 annual meeting to next annual meeting (time-based) | 10 years from grant date |
- Director equity awards are time-based (service vesting) with no performance metric linkage; initial RSU grants for new directors vest in equal annual installments over three years; annual options vest over the service year between annual meetings .
Other Directorships & Interlocks
- Interlock: Elutia Inc. — Makes is a director; Kevin Rakin (QSI director) serves as Chairman of Elutia’s board, indicating a network interlock relevant to information flow and potential perceptions of alignment or influence .
Expertise & Qualifications
- Core expertise: Public-company CFO (multiple), audit committee leadership, SEC reporting, M&A, life sciences operational finance .
- Financial expert: Formally designated as audit committee financial expert under Regulation S-K; adds credibility to audit oversight .
- Education: MBA (Bentley University); B.Com. in Finance & International Business (McGill University) .
Equity Ownership
| Holder | Class A Shares Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | Ownership % of Class A | Source |
|---|---|---|---|---|---|
| Brigid A. Makes | 20,512 | 180,361 | 200,873 | <1% | Security ownership table and footnotes |
| Director | Options Held at FY-end (Dec 31, 2024) | RSUs Held at FY-end | Source |
|---|---|---|---|
| Brigid A. Makes | 293,642 | — | Director equity holdings table |
- Pledging/hedging: Company insider trading policy addresses rules on hedging, margin accounts and pledged securities; no pledging by Makes is disclosed .
Governance Assessment
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Strengths:
- Independent director with deep CFO experience; designated audit financial expert; chaired Audit Committee, contributing to credible risk oversight .
- Attendance met governance expectations; active committee engagement .
- Director compensation is largely equity-linked (annual option grant), which aligns director incentives with shareholder value over service periods .
-
Watch items / potential risks:
- Controlled company structure concentrates voting power with Dr. Rothberg, which can diminish minority shareholder influence; independent directors’ oversight becomes more critical in this context .
- Related-party transactions exist at the company level (leases and services involving Rothberg-affiliated entities), though none involve Makes; continued audit scrutiny and robust committee independence are important to mitigate perceived conflicts .
- Audit Committee leadership transition expected post-2025 AGM (chair moving from Makes to Mendel). Investors should monitor continuity and oversight quality during the shift .
-
Compensation alignment:
- 2024 director cash plus option award totals for Makes were $217,782 (cash $72,782; options $145,000), consistent with policy structure; no performance-based metrics are attached to director equity grants, reducing pay-for-performance sensitivity but maintaining service-based alignment .
-
Additional notes:
- No legal proceedings disclosed involving Makes; board reports no adverse legal matters for directors/officers .
- No disclosure of say-on-pay results in the proxy; company indicates annual advisory vote process .
Overall signal: Makes’ independent status, audit leadership, and financial expert designation support board effectiveness in a controlled-company context; interlocks (Elutia with Rakin) warrant awareness but no direct related-party transactions involving Makes are disclosed. Equity-heavy director pay adds alignment, albeit without performance conditions. Continuous monitoring of the Audit Committee transition is recommended .