🧾 What This Document Is — A Roadmap for the Annual Vote

This is a Definitive Proxy Statement (DEF 14A). Think of it as the official rulebook and information packet for MAIA Biotechnology's upcoming annual shareholder meeting. The company is required to send this to shareholders so they can make informed decisions before voting.

👉 The core purpose: Shareholders will vote on two key items: electing directors and ratifying the company's auditor. This document explains who the candidates are, what the issues are, and how to vote.

Key Details:

Meeting: May 21, 2026, at 10:00 a.m. CT.
Format: Virtual only at www.virtualshareholdermeeting.com/MAIA2026.
Record Date: You must have been a shareholder by March 23, 2026, to vote.
Contact: For materials or questions, call (312) 416-8592 or email [email protected].

🏢 What The Company Does — An Early-Stage Cancer Fighter

👉 In simple terms... MAIA Biotechnology is a clinical-stage biopharmaceutical company focused on developing new cancer treatments. Their lead drug candidate, THIO, works by targeting telomeres (the protective caps on our chromosomes that are crucial for cancer cell survival).

They are in the research and development phase, meaning they are not yet selling products and are primarily focused on advancing their drug through clinical trials. This is a high-risk, high-reward field with long development timelines.

🗳️ What You're Voting On — The Two Proposals

Proposal 1: Elect Two Directors

Nominees: Louie Ngar Yee (age 59) and Steven Chaouki (age 53) are standing for election as Class I directors.
Why it matters: Directors oversee the company's strategy and management. Their re-election provides stability and continuity on the board.
The Vote: The two nominees receiving the most "FOR" votes will be elected. Abstentions and broker non-votes don't count.

Proposal 2: Ratify the Auditor

The Firm: Shareholders are asked to approve Grant Thornton LLP as the company's independent auditor for 2026.
Why it matters: This is a routine but essential check on the company's financial reporting. Shareholder approval is a standard governance practice.
The Vote: Requires a majority of votes cast "FOR."

👉 The Board's Recommendation: The board recommends you vote "FOR" both proposals.

👥 The Board & Leadership Team — Who's Running the Show

The company is led by a team with deep experience in oncology and drug development.

Key Leaders:
- Vlad Vitoc (56): Co-Founder, CEO, and Chairman. Has 20+ years in pharmaceutical commercial strategy.
- Sergei M. Gryaznov (66): Chief Scientific Officer. A renowned scientist and co-inventor of the THIO drug platform.
The Board of Directors (7 members): A mix of industry veterans and experts in finance, law, and entrepreneurship. All directors except the CEO are considered independent.
- Class I (up for election): Louie Ngar Yee (30-year HSBC veteran, finance/audit) and Steven Chaouki (President at TransUnion, management/finance).
- Lead Independent Director: Stan V. Smith, an economics and litigation consulting expert.

📊 Related Party Transactions — Close Scrutiny Needed

This section is critical for early-stage companies. It details financial dealings between the company and its insiders.

👉 The Big Picture: MAIA has had numerous private stock offerings where its directors (and a >5% shareholder, FGMK) participated alongside other investors. This aligns their personal financial interests with the company's success.

Key Transactions (2024-2025):

Directors collectively invested millions across multiple rounds, purchasing shares and warrants at prices ranging from $1.24 to $2.26 per share.
Example: In March 2024, director Stan V. Smith invested $200,000 for shares and warrants.
The consulting firm FGMK, LLC (a >5 shareholder) also participated heavily and received $65,070 in stock for accounting services in 2025.

Why it matters: These transactions are legal and disclosed because they involve "related parties." The audit committee reviews them to ensure they are fair to the company and not just beneficial to insiders. As a shareholder, you should see this as management putting their own money where their mouth is, but it always warrants a close look.

⚖️ Corporate Governance — The Rules of the Game

MAIA outlines its governance structure, which is designed to provide oversight and manage risk.

Committees: The board has three key committees:
- Audit Committee (Louie, Chaouki, Smith) - Oversees financial reporting.
- Compensation Committee (Smith, Luput, Guerrero) - Sets pay for executives and directors.
- Nominating & Governance Committee (Louie, Luput, Smith, Theagène) - Finds director candidates.
Key Policies:
- Clawback Policy: Can recover erroneously awarded compensation.
- Anti-Hedging/Pledging: Insiders are prohibited from short-selling company stock or pledging shares as loan collateral.
- Code of Ethics: Applies to all employees, officers, and directors.

🧠 The Analogy — School Board Election

Think of this proxy like a school board election. The parents (shareholders) are being asked to:

Re-elect two experienced board members (Louie & Chaouki) who understand the school's (company's) mission and challenges.
Approve the hiring of the external auditor (Grant Thornton) who will check the school's financial books.
Review detailed reports on how the current board members are compensated and their personal investments in school projects.

🧩 Final Takeaway

This proxy statement is a governance and transparency exercise, not a financial report. It confirms MAIA is holding its required annual meeting, seeking shareholder approval for its director slate and auditor, and providing full disclosure of its leadership team and their financial dealings with the company. For an early-stage biotech like MAIA, the consistent participation of directors in private funding rounds is a key takeaway, signaling their continued financial commitment to the company's high-risk, long-term R&D journey.

MAIA Biotechnology, Inc. — DEF 14A Filing