DEF 14A of Vistagen Therapeutics, Inc.
Filed Jul 28, 2025 · FY20250001411685-25-000052
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
General
General Our Bylaws provide that our Board of Directors (Board) shall consist of not less than one director and not more than seven directors, with the exact number fixed at seven. In accordance with our Bylaws, the exact number of directors may only be amended by the vote or written consent of a majority of the outstanding shares of our voting securities. Each of the following directors is nominated for election at the Annual Meeting to serve until our next annual meeting of stockholders, or until her or his successor is duly elected and qualified. Each nominee has confirmed that she or he is able and willing to continue serving as a director if elected. If any of the nominees becomes unable or unwilling to serve before the Annual Meeting, your proxy will be voted for the election of a substitute nominee recommended by the current Board, if any. Our Board has nominated the following directors for election at our Annual Meeting:
General
| Margaret M. FitzPatrick, M.A. Chair and Independent Director | Mary L. Rotunno, J.D. Independent Director | | Ann M. Cunningham, MBA Non-Independent Director | Jon S. Saxe, J.D., LL.M. Independent Director | | Joanne Curley, Ph.D. Independent Director | Shawn K. Singh, J.D. President, Chief Executive Officer and Director |
Retirement of Dr. Jerry B. Gin
Retirement of Dr. Jerry B. Gin On July 23, 2025, Jerry B. Gin, Ph.D., MBA, an independent member of our Board, notified us of his intention to retire from the Board and all Board committee positions held at the end of his current term, which term expires at the Annual Meeting, and, as such, he is not standing for reelection at the Annual Meeting. Dr. Gin has been a distinguished member of the Board since March 2016 and currently serves as Chair of our Compensation Committee and as a member of our Audit Committee. Dr. Gin’s decision to retire after nine years of dedicated service to the Company is not due to any disagreement with the Company with respect to any matter relating to our operations, policies or practices. The Board expresses its deepest appreciation and sincere thanks to Dr. Gin for his many years of service on the Board and for his expertise and valuable contributions to the Company throughout his distinguished tenure.
Required Vote and Recommendation
Required Vote and Recommendation Directors shall be elected by a plurality of the votes cast, whether present or represented by proxy, and entitled to vote at the Annual Meeting. The six nominees receiving the highest number of “FOR” votes will be elected to serve on our Board until our next annual meeting of stockholders, or until her or his successor is duly elected and qualified. Withholding the authority to vote your shares with respect to one or more director nominees will have no effect on the election of those nominees. Broker non-votes are not considered votes cast and will also have no effect on the election of the nominees. Unless otherwise instructed or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” the election of the nominees. Our Board unanimously recommends that the stockholders vote “FOR” the election of Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Ms. Rotunno, Mr. Saxe and Mr. Singh.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
Director Nominee Qualification and Experience
Director Nominee Qualification and Experience Our Board believes that our six director nominees provide our Company with the combined skills, experience and personal qualities needed for an effective, engaged and well-functioning board of directors.
Director Nominee Experience
Director Nominee Experience Our directors come from diverse backgrounds, drawing on their substantial experience in the biopharmaceutical industry, finance, law and business. The following is a brief description of our current directors, each of whom has been nominated by the Board to stand for re-election as a director at the Annual Meeting. The age indicated in each nominee’s biography is as of July 28, 2025, the date of this Proxy Statement. There are no arrangements or understandings by which any of the directors or nominees for director of the Company were selected, and there are no family relationships between any of the directors, nominees or executive officers.
Director Nominee Experience
| | Ms. FitzPatrick has served on our Board of Directors since July 2021, and as Chair since October 2023. Ms. FitzPatrick is the Founder of FitzPatrick & Co., LLC, a business advisory firm founded in July 2020. Prior to the founding of FitzPatrick & Co. LLC, Ms. FitzPatrick served as Senior Vice President, Corporate Affairs, Philanthropy and Customer Engagement at Exelon Corporation (Nasdaq: EXC), a diversified clean energy company, from 2016 to 2020, as Global Chief Communications Officer at Johnson & Johnson (NYSE: JNJ), one of the largest and most broadly-based healthcare companies, from 2013 to 2016, as Global Chief Communication Officer and President of the Foundation at CIGNA from 2010 to 2013. Ms. FitzPatrick also served as Executive Vice President at APCO Worldwide, a global public affairs and strategic communications consultancy, where she counseled executives on major global reputation efforts for notable industry leaders. Ms. FitzPatrick currently serves on the board of directors of AN2 Therapeutics, Inc. (Nasdaq: ANTX), where she is lead independent director and a member of the Nominating and Corporate Governance Committee. Ms. FitzPatrick holds a B.A. in English and Policy Studies from Syracuse University, and an M.A. in Public Policy from The George Washington University. In 2018, she completed the Harvard Business School program for corporate directors. She is a National Association of Corporate Directors (NACD) Certified Director and a faculty member of NACD's Board Advisory Services. We selected Ms. FitzPatrick to serve as Chair of our Board due to her extensive experience in corporate governance and leadership at some of the world's most successful companies. The Board believes Ms. FitzPatrick’s expertise in healthcare and her work in the global pharmaceutical market provides valuable contributions as the Company continues to advance the development of its product candidates to address unmet patient needs. | | Margaret M. FitzPatrick, M.A. Chair and Independent Director Age 59 | |
Director Nominee Experience
| | Ms. Cunningham has served as a member of our Board since January 2019 and served as the Company's Chief Commercial Officer from May 2021 to November 2022. Currently, Ms. Cunningham is the Founder and Managing Partner of i3 Strategy Partners, a consulting firm founded in 2018 specializing in assisting companies in the pharmaceutical space. Prior to founding i3 Strategy Partners, Ms. Cunningham served as Vice President, Neurodegenerative Diseases and Psychiatry for Teva Pharmaceuticals Industries, Ltd. (NYSE: TEVA) from 2015 to 2018, as Senior Marketing Director for Otsuka Pharmaceutical Companies from 2013 to 2015 and in several marketing-focused positions for Eli Lily and Company (NYSE: LLY) from 1999 to 2013, including serving as Global Marketing Senior Director from 2009 to 2013. Ms. Cunningham holds a B.A. in Psychology from Yale University and a MBA, with a focus on marketing management, from the University of Michigan. We selected Ms. Cunningham to serve on our Board due to her substantial experience in healthcare commercialization and marketing, particularly in the successful development, positioning and commercial launch of products to treat neuropsychiatric disorders. Ms. Cunningham brings an insightful commercial perspective to us and to our Board that is critical as our pipeline products move from clinical development to commercialization. | | Ann M. Cunningham, MBA Non-Executive, Non-Independent Director Age 57 | |
Director Nominee Experience
| | Dr. Curley has served as a member of our Board of Directors since April 2021. Dr. Curley brings more than 25 years of experience in the development and commercialization of pharmaceutical products, including research and development governance. From March 2020 until her retirement in October 2023, Dr. Curley served as the Chief Development Officer at Vera Therapeutics, Inc. (Nasdaq: VERA). Prior to joining Vera Therapeutics, from June 2005 to March 2020, Dr. Curley held various director-level positions with Gilead Sciences, Inc. (Nasdaq: GILD), during which time the anti-viral portfolio grew from four to seventeen commercial products. While at Gilead, Dr. Curley led Project and Portfolio Management with oversight of the development pipeline across four therapeutic areas and was responsible for research and development governance. Before Gilead, Dr. Curley worked as an aerosol formulation scientist and subsequently as a project leader at Nektar Therapeutics (Nasdaq: NKTR). Dr. Curley received a B.Sc in Physics and Chemistry from Trinity College, Ireland, a Ph.D. in Polymer Science and Engineering from the University of Massachusetts, Amherst and completed a post-doctorate at Massachusetts Institute of Technology and Harvard Medical School, focused on long-acting biodegradable formulations. We selected Dr. Curley to serve on our Board due to her extensive experience in early product development, regulatory approval and commercialization of pharmaceutical products, giving her a unique perspective of the life cycle of drug development. | | Joanne Curley, Ph.D. Independent Director Age 57 | |
Director Nominee Experience
| | Mr. Saxe has served as a director on our Board since 2000, and served as Chair of our Board until October 2023. He currently serves as the Chair of our Audit Committee. Mr. Saxe is the retired President and was a director of PDL BioPharma from 1989 to 2008. From 1989 to 1993, he was President, Chief Executive Officer and a director of Synergen, Inc. (acquired by Amgen). Mr. Saxe served as Vice President, Licensing & Corporate Development for Hoffmann-Roche from 1984 through 1989, and Head of Patent Law for Hoffmann-Roche from 1978 through 1989. Mr. Saxe currently is the lead director of K2x Technology and Life Sciences, is Chair of the board of directors of Epalex Corporation, and serves as a director of five additional private life science companies, Aether, Inc., Achelios Therapeutics, Inc., Arbor Vita Corporation, NuvOx Pharma, LLC and Trellis Bioscience, Inc. In addition, Mr. Saxe serves as a board observer of InGeneron, Inc. and Renexxion, Inc. Mr. Saxe has also served as a director of other biotechnology and pharmaceutical companies, including ID Biomedical (acquired by GlaxoSmithKline), Sciele Pharmaceuticals, Inc. (acquired by Shionogi), Amalyte (acquired by Kemin Industries), Cell Pathways (acquired by OSI Pharmaceuticals), Lumos Pharma, Inc. (merged with New Link Genetics) and other companies, both public and private. Mr. Saxe has a B.S.Ch.E. from Carnegie-Mellon University, a J.D. degree from George Washington University and an LL.M. degree from New York University. In addition, Mr. Saxe has a Certificate in Management from Fuqua School of Business, Duke University. We selected Mr. Saxe to serve as a director on our Board of Directors due to his numerous years of experience as a senior executive with major pharmaceutical and biotechnology companies, including Protein Design Labs, Inc., Synergen, Inc. and Hoffmann-Roche, Inc., as well as his extensive experience serving as a director of numerous private and public biotechnology and pharmaceutical companies, serving as Chairman, and Chair and member of audit, compensation and governance committees of both private and public companies. Mr. Saxe provides us and our Board of Directors with highly valuable insight and perspective into the biotechnology and pharmaceutical industries, as well as the strategic opportunities and challenges that we face. | | Jon S. Saxe, J.D., LL.M. Independent Director Age 89 | |
Director Nominee Experience
| | Ms. Rotunno has served as a member of our Board since July 2021. Prior to her retirement in March 2024, Ms. Rotunno served as General Counsel of El Camino Health, a health care system, since January 2014, and as a Member of the Executive Leadership Team at El Camino Health since August 2015. Ms. Rotunno is also Chair of the Compensation Committee for healthcare provider Momentum for Health, located in San Jose, California. Before joining El Camino Health, Ms. Rotunno spent over 11 years as Senior Counsel and Client Service Leader for Common Spirit Health, formerly Dignity Health, in California’s San Francisco Bay Area. Prior to Dignity Health, she held various legal roles at Varian Medical Systems, Manatt, Phelps & Phillips, Golden Living, and Pillsbury Winthrop Shaw Pitman. Ms. Rotunno graduated with honors from the University of Illinois with a B.S. in Nursing. She worked as a registered nurse before earning her J.D. degree, cum laude, from the University of California, Hastings College of Law, San Francisco. She obtained certification by the NACD, Stanford Directors College, the Women’s Corporate Board Readiness Program at Santa Clara University and completed the Hastings Leadership Academy for Women and Dignity Health Ministry Leadership Program. We selected Ms. Rotunno to serve on our Board due to her extensive experience as an advocate for both patients and healthcare providers and her insights into strategies for value-based care and an understanding of the life cycle of the mental healthcare experience. Ms. Rotunno also brings insights on complex governance, regulatory and compliance requirements to complement her strategic vision and skills for scenario planning and enterprise risk management. | | Mary L. Rotunno, J.D. Independent Director Age 65 | |
Director Nominee Experience
| | Mr. Singh has served as our Chief Executive Officer and as a member of our Board since August 2009, and as President since December 2024. Mr. Singh has over 30 years of experience working with biotechnology, medical device and pharmaceutical companies, both private and public. From 2001 to August 2009, Mr. Singh served as Managing Principal of Cato BioVentures, a life science venture capital firm, and as Chief Business Officer and General Counsel of Cato Research Ltd (now Allucent), a contract research organization (CRO) previously affiliated with Cato BioVentures. Mr. Singh served as President (part-time) of Echo Therapeutics, a medical device company, from 2007 to 2009, and as a member of its board of directors from 2007 to 2011. He also served as Chief Executive Officer (part-time) of Hemodynamic Therapeutics, a private biopharmaceutical company previously affiliated with Cato BioVentures, from 2004 to 2009. From 2000 to 2001, Mr. Singh served as Managing Director of Start-Up Law, a management consulting firm serving biotechnology companies. Mr. Singh also served as Chief Business Officer of SciClone Pharmaceuticals (formerly Nasdaq: SCLN), a specialty pharmaceutical company, from 1993 to 2000, and as a corporate finance associate of Morrison & Foerster LLP, an international law firm, from 1991 to 1993. Mr. Singh earned a B.A., with honors, from the University of California, Berkeley, and a J.D. from the University of Maryland School of Law. Mr. Singh is a member of the State Bar of California. We selected Mr. Singh to serve on our Board due to his substantial practical experience and expertise in multiple senior leadership roles with private and public biotechnology, pharmaceutical and medical device companies, and his extensive experience in corporate finance and capital markets, venture capital, corporate governance, drug development, intellectual property, regulatory affairs and strategic collaborations. | | Shawn K. Singh, J.D. Chief Executive Officer and Director Age 62 | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION During our fiscal year ended March 31, 2025 (Fiscal 2025), our Board utilized the following director compensation plan for the non-executive members of our Board (the Director Compensation Plan).
DIRECTOR COMPENSATION
| | Current Schedule of Director Fees During Fiscal 2024 Effective January 1, 2024 | | | | Description | Cash(1)($) | | Equity(2) | | Director Annual Retainer | | 50,000 | Non-executive members of our Board will be entitled to the following equity awards: (i) a one-time grant of stock options upon appointment to the Board equal to 2x the annual grant otherwise payable to directors, and (ii) an annual grant of stock options equal to 0.046% of the Company's issued and outstanding common stock on the grant date. Annual awards will be granted to directors following the Company's annual meeting of stockholders. | | Additional fee for Board Chair | | 30,000 | | | Audit Committee | | | | | Chair | | 20,000 | | | Member | | 10,000 | | | Compensation Committee | | | | | Chair | | 10,000 | | | Member | | 5,000 | | | Corporate Governance and Nominating Committee | | | | | Chair | | 10,000 | | | Member | | 5,000 | |
DIRECTOR COMPENSATION
| (1) Cash fees payable in quarterly installments. |
DIRECTOR COMPENSATION
| (2) All Awards issued pursuant to the Director Compensation Plan will be issued pursuant to the 2019 Plan or a successor plan, if any. Each Award issued under the Director Compensation Plan will vest in equal monthly installments over a 12-month period beginning on the date of issuance. |
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth a summary of the compensation earned by our non-executive directors in Fiscal 2025.
2025 Director Compensation Table
| Name | Fees Paid in Cash(1) | | Option Awards(2)(3) | | Other Compensation | | Total | | | Margaret M. FitzPatrick, M.A.(4) | | 90,000 | | 43,726 | | — | | 133,726 | | Ann M. Cunningham, MBA(5) | | 52,500 | | 43,726 | | — | | 96,226 | | Joanne Curley, Ph.D.(6) | | 55,000 | | 43,726 | | — | | 98,726 | | Jerry B. Gin, Ph.D., MBA(7) | | 70,000 | | 43,726 | | — | | 113,726 | | Mary L. Rotunno, J.D.(8) | | 70,000 | | 43,726 | | — | | 113,726 | | Jon S. Saxe, J.D., LL.M.(9) | | 75,000 | | 43,726 | | — | | 118,726 |
2025 Director Compensation Table
| (1) The amounts shown in the table above represent fees earned for service on our Board, as well as service on our Audit Committee, Compensation Committee and/or Corporate Governance and Nominating Committee during Fiscal 2025, as applicable, which amounts were paid in full during Fiscal 2025. |
2025 Director Compensation Table
| (2) The amounts shown in the “Option Awards” column do not represent any cash payments actually received by Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Dr. Gin, Ms. Rotunno or Mr. Saxe during Fiscal 2025. Rather, the amounts shown represent the aggregate grant date fair value of options to purchase shares of our common stock awarded to each of Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Dr. Gin, Ms. Rotunno or Mr. Saxe during Fiscal 2025, computed in accordance with Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation (ASC 718). To date, Ms. FitzPatrick, Ms. Cunningham, Dr. Curley, Dr. Gin, Ms. Rotunno or Mr. Saxe have not exercised any of the options granted during Fiscal 2025, and there can be no assurance that any of them will ever realize all or any portion of the full ASC 718 grant date fair value amounts presented above in the “Option Awards” column. |
2025 Director Compensation Table
| (3) The table below provides information regarding the option awards we granted to our independent Board members, as well as to Ms. Cunningham, who is a non-executive, non-independent member of our Board, during Fiscal 2025 and the weighted average assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair values of the respective awards. |
2025 Director Compensation Table
| | Option Grant | | | | | | | | 9/6/2024 | | | Total | | | | Option Shares Granted | | | | | | | | Ms. FitzPatrick | | | 14,100 | | | 14,100 | | Ms. Cunningham | | | 14,100 | | | 14,100 | | Dr. Curley | | | 14,100 | | | 14,100 | | Dr. Gin | | | 14,100 | | | 14,100 | | Ms. Rotunno | | | 14,100 | | | 14,100 | | Mr. Saxe | | | 14,100 | | | 14,100 | | Option Award Compensation | | | | | | | | Ms. FitzPatrick | | 43,726 | | | 43,726 | | | Ms. Cunningham | | 43,726 | | | 43,726 | | | Dr. Curley | | 43,726 | | | 43,726 | | | Dr. Gin | | 43,726 | | | 43,726 | | | Ms. Rotunno | | 43,726 | | | 43,726 | | | Mr. Saxe | | 43,726 | | | 43,726 | | | Option Award Assumptions | | | | | | | | Exercise price | | 3.25 | | | | | | Grant date market price | | 3.25 | | | | | | Risk free interest rate | | | 3.49% | | | | | Expected term (years) | | | 5.20 | | | | | Volatility | | | 131.73% | | | | | Dividend Rate | | | 0.00% | | | | | Fair Value per share | | 3.1 | | | | | | Aggregate option shares | | | 84600 | | | |
2025 Director Compensation Table
| (4) Ms. FitzPatrick was appointed to our Board in July 2021 and was appointed to serve as Chair of our Board in October 2023, Ms. FitzPatrick has also served as a member of our Corporate Governance and Nominating Committee since her appointment. On November 21, 2022, Ms. FitzPatrick was also appointed as a member of the Compensation Committee. At March 31, 2025, Ms. FitzPatrick held options to purchase 32,434 registered shares of our common stock, of which options to purchase 27,147 shares were exercisable. |
2025 Director Compensation Table
| (5) Ms. Cunningham served as an independent member of our Board and as a member of our Corporate Governance and Nominating Committee from January 2019 through April 30, 2021. On May 1, 2021, Ms. Cunningham joined the Company as its Chief Commercial Officer (CCO) and served in such capacity through November 11, 2022. During the period in which she served as CCO, her service on the Corporate Governance and Nominating Committee terminated. Ms. Cunningham re-joined the Corporate Governance and Nominating Committee from November 2022 until voluntarily stepping down from the position in September 2024. At March 31, 2025, Ms. Cunningham held options to purchase 51,603 registered shares of our common stock, of which options to purchase 45,900 shares were exercisable. |
2025 Director Compensation Table
| (6) Dr. Curley was appointed to our Board in April 2021 and has also served as a member of our Corporate Governance and Nominating Committee since her appointment. At March 31, 2025, Dr. Curley held options to purchase 32,934 registered shares of our common stock, of which options to purchase 27,147 shares were exercisable. |
2025 Director Compensation Table
| (7) Dr. Gin has served as a member of our Board and as a member of our Audit Committee since his appointment to the Board in 2016. Beginning in July 2021, he was also appointed as the chairperson of our Compensation Committee. At March 31, 2025, Dr. Gin beneficially held: (i) 13,334 shares of our common stock, which amount includes 6,667 shares held by Dr. Gin’s wife, and (ii) options to purchase 50,271 registered shares of our common stock, of which options to purchase 44,984 shares were exercisable. On June 23, 2025, Dr. Gin notified the Board of his intention to retire from the Board and all Board committee positions held at the end of his current term, which expires at the Annual Meeting. |
2025 Director Compensation Table
| (8) Ms. Rotunno was appointed to our Board in July 2021 and, since her appointment to the Board, serves as a member of our Audit Committee and as chairperson of the Corporate Governance and Nominating Committee. At March 31, 2025, Ms. Rotunno held options to purchase 32,434 registered shares of our common stock, of which options to purchase 27,147 shares were exercisable. |
2025 Director Compensation Table
| (9) Mr. Saxe currently serves as Chair of our Audit Committee and as a member of our Compensation Committee, and previously served as Chairman of our Board until October 2023. At March 31, 2025, Mr. Saxe held (i) 1,858 shares of our common stock and (ii) options to purchase 49,437 registered shares of our common stock, of which options to purchase 44,150 shares were exercisable. |
Base Salary
Base Salary Base salaries for our NEOs are established based on the scope of their responsibilities and their prior relevant experience, taking into account competitive market compensation paid by companies in our peer group for similar positions and the overall market demand for such executives, both initially at the time of hire and thereafter, to ensure that we retain our executive management team. A NEO’s base salary is also determined by reviewing the executive officer’s other compensation to ensure that the executive officer’s total compensation is in line with our overall compensation philosophy and peer group-based input from our compensation consultant. Base salaries are reviewed periodically as deemed necessary by the Compensation Committee and increased for merit reasons, based on a NEO’s or other executive officer’s success in meeting or exceeding individual objectives. Additionally, we may adjust base salaries as warranted throughout the year for promotions or other changes in the scope or breadth of a NEO’s or other executive officer’s role or responsibilities. During Fiscal 2025, the Compensation Committee adjusted base salaries for Ms. Anderson and for Mr. Prince, so as to align them with our overall compensation philosophy and certain peer group-based input.
Annual Bonus
Annual Bonus Using our compensation philosophy as a guide, the Compensation Committee assesses each NEO’s contribution to achieving our corporate-wide goals and overall corporate performance for the applicable year when considering annual discretionary cash bonus payments. Payment of any cash bonus is determined in the sole discretion of our Compensation Committee. Should the Compensation Committee approve of any annual cash bonus payments, the amount of the cash bonus depends on the level of achievement of corporate and/or individual performance goals, with a target bonus generally set as a percentage of base salary. Currently, at the discretion of our Compensation Committee, our CEO is eligible to receive an annual cash bonus of up to 50% of his base salary and each of our other NEOs is eligible to receive annual cash bonuses of up to 45% of their base salary. Fiscal 2025. For Fiscal 2025, our Compensation Committee determined that the Company continued to advance the development of five clinical-stage intranasal pherine product candidates, including fasedienol, the Company’s lead product candidate in a U.S. registration-directed Phase 3 development program for the acute treatment of social anxiety disorder (SAD). The following milestones achieved by the Company during Fiscal 2025 were considered by the Compensation Committee when determining the appropriate payout of discretionary cash bonuses for our NEOs:
Annual Bonus
| ● | advancement of the PALISADE-3 Phase 3 trial of fasedienol; |
Annual Bonus
| ● | initiation of the remaining key components of the Company’s U.S. registration-directed PALISADE Program, including initiating both the PALISADE-4 Phase 3 trial and the PALISADE repeat dose study, and other nonclinical studies for fasedienol; |
Annual Bonus
| ● | advancement of certain elements of the U.S. Investigational New Drug (IND)-enabling programs to facilitate additional potential Phase 2 development of itruvone for major depressive disorder and PH80 for vasomotor symptoms (hot flashes) due to menopause; and |
Annual Bonus
| ● | management of corporate expenses and other general and administrative goals. |
Annual Bonus
The Compensation Committee also determined that the Company was not able to fully achieve certain of the corporate goals set for Fiscal 2025 due to certain unforeseen delays in development programs for product candidates other than fasedienol and other factors beyond the Company’s control. As such, the Compensation Committee determined that the Company achieved an aggregate total of 85% of its Fiscal 2025 corporate goals. For NEOs other than Mr. Singh, the Compensation Committee considered achievement of certain individual performance goals alongside the Fiscal 2025 corporate goals, resulting in the awarding of 100% of the respective discretionary cash bonus opportunities to Ms. Anderson, Mr. Adler and Mr. Prince. For Mr. Singh, the Compensation Committee customarily aligned the payment of Mr. Singh’s discretionary cash bonus solely with the Company's achievement of the Fiscal 2025 corporate goals, resulting in the payment of 85% of his annual discretionary cash bonus. Fiscal 2024. For the fiscal year ended March 31, 2024 (Fiscal 2024), the following three significant corporate milestones were among the factors supporting NEO compensation-related decisions: (i) the substantial progress in our U.S. registration-directed PALISADE program for our lead pherine drug candidate, fasedienol, for the acute treatment of social anxiety disorder (SAD), including from our PALISADE-2 Phase 3 trial, which was the first-ever positive, statistically significant Phase 3 public speaking challenge study of an investigational agent for the acute treatment of SAD, reported in the second fiscal quarter of Fiscal 2024; (ii) completion of public financing with aggregate net proceeds to the Company totaling approximately $125 million in Fiscal 2024, including an underwritten public offering of Company equity securities in the third fiscal quarter of Fiscal 2024 resulting in net proceeds to us of $93.5 million; and (iii) initiation of our PALISADE-3 Phase 3 trial of fasedienol for the acute treatment of SAD in the fourth fiscal quarter of Fiscal 2024. Each of these milestones primarily enabled the Company to make substantial progress in its U.S. registration-directed PALISADE Phase 3 program for fasedienol as a first-in-class and fundamentally differentiated acute treatment of anxiety for adults with SAD and also allowed the Company to advance the development of certain other clinical-stage product candidates in our neuroscience pipeline. As a result, the Compensation Committee awarded each of Fiscal 2024 NEOs 100% of their then-current respective cash bonus opportunities, as adjusted for those NEOs who joined the Company during Fiscal 2024.
Long-Term Equity Incentives
Long-Term Equity Incentives The Compensation Committee believes that to attract, retain and incentivize management, employees and independent directors, the compensation paid to these persons should include non-cash equity-based compensation that is competitive with peer companies. The Compensation Committee, in consultation with our overall compensation philosophy and peer group-based input from our compensation consultant, determines the amount and terms of equity-based compensation granted to our NEOs, employees and non-employee directors. Any long-term equity compensation granted to our NEOs, employees and non-employee directors does not represent cash payments made to such individuals, and there is no guarantee that any recipients of equity awards granted as long-term equity compensation will realize any cash value as a result of the equity awards. Historically, our Compensation Committee has approved of the issuance of stock options as long-term equity incentives designed to retain and incentivize our NEOs and employees. As such, stock options granted to our NEOs and other employees during Fiscal 2024 and Fiscal 2025 have a term of ten years, an exercise price that was at least 100% of the market price of our common stock on the grant date and a four-year vesting schedule that begins one-year after the grant date. Stock Option Awards to Our NEOs in Fiscal 2024 and Fiscal 2025. Because we had a limited number of shares available for issuance under our 2019 Plan during Fiscal 2024, at the recommendation of our CEO, our Compensation Committee elected to utilize substantially all of the available shares under the 2019 Plan for stock option grants to current and newly-hired employees of the Company, rather than to any NEOs, as we continued to advance our U.S. registration-directed PALISADE program for fasedienol in SAD. Accordingly, the Compensation Committee did not grant stock options or any other equity incentives to any of our NEOs in Fiscal 2024, other than a new-hire stock option award granted to Ms. Anderson upon commencement of her employment as our Chief Financial Officer in August 2023. To address the limited number of shares available for issuance under our 2019 Plan, our Board recommended, and our stockholders approved at a special meeting of stockholders held on May 29, 2024 (the Special Meeting), an amendment to the 2019 Plan to increase the number of shares of common stock available for issuance thereunder from 1.0 million shares to 5.0 million shares. Subsequent to the Special Meeting and during Fiscal 2025, our Compensation Committee, in consultation with our overall compensation philosophy and peer group-based input from our compensation consultant, granted equity awards to our NEOs in order to align the long-term interests of our NEOs with our stockholders. The grant date fair value of these stock option awards is reflected in the Summary Compensation Table below. Subsequent to the end of Fiscal 2025, our Compensation Committee awarded stock options to each of our NEOs in accordance with our long-term equity incentive philosophy to retain and align our NEOs with the long-term interest of our stockholders. The grant date fair value of these stock option awards will appear in the summary compensation table for the fiscal year ending March 31, 2026 for the identified NEOs during the same period.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table shows information regarding the compensation of our NEOs for services performed in Fiscal 2025 and Fiscal 2024.
2025 Summary Compensation Table
| | Fiscal | Salary | Bonus(1) | Option Awards(2) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | | Shawn K. Singh, J.D. | 2025 | 650,000 | 276,250 | 1,551,432(3) | 2,477,682 | | President, Chief Executive Officer and Director | 2024 | 622,917 | 325,000 | - | 947,917 | | Cynthia L. Anderson, CPA | 2025 | 443,750 | 198,450 | 465,256(3) | 1,107,456 | | Chief Financial Officer and Treasurer | 2024 | 261,198(4) | 130,000 | 42,993(5) | 434,191 | | Reid G. Adler, J.D. | 2025 | 450,000 | 198,450 | 527,357(3) | 1,175,807 | | Chief Legal Officer | 2024 | 450,000 | 225,000 | - | 675,000 | | Joshua S. Prince, MBA | 2025 | 410,000 | 183,015 | 465,235(3) | 1,058,250 | | Chief Operating Officer | 2024(6) | 368,437 | 200,000 | - | 568,437 |
2025 Summary Compensation Table
| (1) Amounts reported in the Bonus column for Fiscal 2025 and Fiscal 2024 reflect bonuses awarded by the Compensation Committee that were earned in the same period. |
2025 Summary Compensation Table
| (2) The amounts shown in the “Option Awards” column do not represent any cash payments actually received by any NEO during Fiscal 2025. Rather, the amounts shown represent the aggregate grant date fair value of options to purchase shares of our common stock awarded to the NEOs during the fiscal year presented, computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation – Stock Compensation (ASC 718). |
2025 Summary Compensation Table
| (3) The following below provides information regarding the stock option awards granted to our NEOs in Fiscal 2025 and the assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair values of the respective awards. |
2025 Summary Compensation Table
| Option Award Compensation | Option Grant | | | Fiscal Year Ended March 31, 2025 | 6/24/2024 | | | Mr. Singh | | 500,000 | | Ms. Anderson | | 150,000 | | Mr. Adler | | 170,000 | | Mr. Prince | | 150,000 |
2025 Summary Compensation Table
| Option Award Compensation | Option Grant | | Fiscal Year Ended March 31, 2025 | 6/24/2024 | | Mr. Singh | $1,551,432 | | Ms. Anderson | $465,256 | | Mr. Adler | $527,357 | | Mr. Prince | $465,235 |
2025 Summary Compensation Table
| Option Award Assumptions – | Option Grant | | | | Fiscal Year Ended March 31, 2025 | 6/24/2024 | | | | Market price per share | | 3.25 | | | Exercise price per share | | 3.25 | | | Risk-free interest rate | | | 4.22% | | Volatility | | | 167.17% | | Expected term (years) | | | 5.77 | | Dividend rate | | | 0.0% | | Fair value per share | | 3.10 | | | Aggregate shares | | | 970,000 |
2025 Summary Compensation Table
| (4) Ms. Anderson was appointed as the Company’s Chief Financial Officer in August 2023. As such, base salary paid to Ms. Anderson is for services rendered during a portion of Fiscal 2024. |
2025 Summary Compensation Table
| (5) Ms. Anderson received a grant of options to purchase 8,333 registered shares of our common stock upon commencement of her employment by the Company in August 2023. The table below provides information regarding the stock option granted to Ms. Anderson upon commencement of her employment by the Company during Fiscal 2024 and the assumptions used in the Black Scholes Option Pricing Model to determine the grant date fair value of her new-hire award. |
2025 Summary Compensation Table
| Option Award Compensation | Option Grant | | | Fiscal Year Ended March 31, 2024 | 8/21/2023 | | | Ms. Anderson | | 42,993 |
2025 Summary Compensation Table
| Option Award Assumptions – | Option Grant | | | | Fiscal Year Ended March 31, 2024 | 8/21/2023 | | | | Market price per share | | 5.34 | | | Exercise price per share | | 5.34 | | | Risk-free interest rate | | | 4.39% | | Volatility | | | 167.68% | | Expected term (years) | | | 6.08 | | Dividend rate | | | 0.0% | | Fair value per share | | 5.1594 | | | Aggregate shares | | | 8,333 |
2025 Summary Compensation Table
| (6) Mr. Prince was appointed as the Company’s Chief Operating Officer in October 2023. Prior to this appointment, Mr. Prince served as the Company’s Senior Vice President, Business Operations. |
Outstanding Equity Awards at March 31, 2025
Outstanding Equity Awards at March 31, 2025 The following table provides information regarding outstanding equity awards held by each of our Fiscal 2025 NEOs as of the end of Fiscal 2025 on March 31, 2025, consisting exclusively of stock options.
Outstanding Equity Awards at March 31, 2025
| | Stock Options at March 31, 2025 | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Exercise Price ($) | Expiration Date | | Shawn K. Singh, J.D. | | 6,667 | | — | $45.00 | 6/19/2026 | | | | 3,334 | | — | $45.00 | 11/9/2026 | | | | 5,834 | | — | $45.00 | 4/26/2027 | | | | 4,167 | | — | $46.80 | 9/19/2027 | | | | 10,000 | | — | $34.80 | 2/2/2028 | | | | 7,334 | | — | $51.00 | 1/14/2029 | | | | 2,667 | | — | $30.00 | 5/23/2029 | | | | 2,334 | | — | $30.00 | 9/5/2029 | | | | 10,001 | | — | $42.30 | 10/21/2029 | | | | 10,001 | | — | $11.94 | 4/23/2030 | | | | 10,001 | | — | $53.10 | 12/30/2030 | | | | 10,001 | | — | $41.10 | 3/1/2032 | | | | 125,000 | | 375,000(1) | $3.23 | 6/24/2034 | | Total: | | 207,341 | | 375,000 | | | | Cynthia L. Anderson, CPA | | 3,298 | | 5,035(2) | $5.34 | 8/21/2033 | | | | 37,500 | | 112,500(3) | $3.23 | 6/24/2024 | | Total: | | 40,798 | | 117,535 | | | | Reid G. Adler, J.D.(2) | | 1,667 | | — | $46.80 | 9/19/2027 | | | | 834 | | — | $34.80 | 2/2/2028 | | | | 667 | | — | $30.00 | 5/23/2029 | | | | 834 | | — | $42.30 | 10/21/2029 | | | | 834 | | — | $11.94 | 4/23/2030 | | | | 1,667 | | — | $82.20 | 7/16/2031 | | | | 1,667 | | — | $41.10 | 3/1/2032 | | | | 4,724 | | 1,943(5) | $38.40 | 5/2/2032 | | | | 42,500 | | 127,500(6) | $3.23 | 6/24/2024 | | Total: | | 55,394 | | 129,443 | | | | Joshua S. Prince, MBA | | 2,920 | | 2,080(7) | $64.50 | 11/15/2031 | | | | 3,334 | | — | $41.10 | 3/1/2032 | | | | 1,670 | | 3,331(8) | $4.44 | 11/16/2032 | | | | 37,500 | | 112,500(9) | $3.23 | 6/24/2024 | | Total: | | 47,923 | | 115,412 | | |
Outstanding Equity Awards at March 31, 2025
| (1) Represents an option to purchase 500,000 shares of our common stock at $3.23 per share granted on June 24, 2024 when the market price of our common stock was $3.23 per share. The option will vest in equal monthly installments over a three-year period and become fully vested on June 24, 2027, when all shares granted will be fully exercisable. | | (2) Represents an option to purchase shares of our common stock at $5.34 per share granted on August 21, 2023 when the market price of our common stock was $5.34 per share. The option will become exercisable for 25% of the shares granted on the first anniversary of the grant date, with the remaining 75% of the shares becoming exercisable ratably monthly through August 21, 2027, when all shares granted will be fully exercisable. | | (3) Represents an option to purchase 150,000 shares of our common stock at $3.23 per share granted on June 24, 2024 when the market price of our common stock was $3.23 per share. The option will vest in equal monthly installments over a three-year period and become fully vested on June 24, 2027, when all shares granted will be fully exercisable. | | (4) All options held by Mr. Adler to purchase shares of our common stock reflected in this table as expiring on or before March 1, 2032 were awarded to him for services to the Company as a legal advisor prior to his employment by the Company effective May 2, 2022. | | (5) Represents an option to purchase 6,667 shares of our common stock at $38.40 per share granted to Mr. Adler upon commencement of his employment by the Company on May 2, 2022 when the market price of our common stock was $38.40 per share. The option became exercisable for 25% of the shares granted on the first anniversary of the grant date, with the remaining 75% of the shares becoming exercisable ratably monthly through May 2, 2026, when all shares granted will be fully exercisable. | | (6) Represents an option to purchase 170,000 shares of our common stock at $3.23 per share granted on June 24, 2024 when the market price of our common stock was $3.23 per share. The option will vest in equal monthly installments over a three-year period and become fully vested on June 24, 2027, when all shares granted will be fully exercisable. | | (7) Represents an option to purchase shares of our common stock at $64.50 per share granted on November 15, 2021 when the market price of our common stock was $64.50 per share. The option will become exercisable for 25% of the shares granted on the first anniversary of the grant date, with the remaining 75% of the shares becoming exercisable ratably monthly through November 15, 2025, when all shares granted will be fully exercisable. | | (8) Represents an option to purchase 150,000 shares of our common stock at $3.23 per share granted on June 24, 2024 when the market price of our common stock was $3.23 per share. The option will vest in equal monthly installments over a three-year period and become fully vested on June 24, 2027, when all shares granted will be fully exercisable. | | (9) Represents an option to purchase shares of our common stock at $4.437 per share granted on November 16, 2022 when the market price of our common stock was $4.437 per share. The option will become exercisable for 25% of the shares granted on the first anniversary of the grant date, with the remaining 75% of the shares becoming exercisable ratably monthly through November 16, 2026, when all shares granted will be fully exercisable. |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following table presents certain information regarding compensation paid to our Chief Executive Officer, who serves as our Principal Executive Officer (PEO), and other NEOs (Other NEOs or Non-PEOs), and certain measures of financial performance for Fiscal 2023, Fiscal 2024 and Fiscal 2025. The amounts shown below are calculated in accordance with Item 402(v) of Regulation S-K. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Total for Non- PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial $100 Investment based on Total Stockholder Return(5) | Net Income (Loss) Attributable to Common Stockholders ($) | | Fiscal 2025 | $2,477,682 | $2,063,866 | $1,113,838 | $982,081 | $7.25 | $(51,418,000) | | Fiscal 2024 | $947,917 | $1,175,054 | $559,209 | $575,433 | $8.42 | $(29,362,000) | | Fiscal 2023 | $600,000 | $225,350 | $493,409 | $304,160 | $5.85 | $(59,247,700) |
Pay Versus Performance Table
| (1) Shawn K. Singh, J.D. served as our PEO for each of Fiscal 2025, Fiscal 2024 and Fiscal 2023. |
Pay Versus Performance Table
| (2) The following amounts were added to and deducted from the Summary Compensation Table (SCT) amount to determine the compensation actually paid to the PEO as determined in accordance with SEC regulations: |
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | | Deduction for amount reported under the “Stock Awards” column in the SCT | $- | $- | $- | | Deduction for amount reported under the “Option Awards” column in the SCT | (1,551,432) | - | - | | Increase for the fair value of awards granted during year that remain unvested as of year-end | 865,150 | - | - | | Increase for the fair value of awards granted during year that remain vested as of year-end | 288,223 | - | - | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year-end that were outstanding and unvested as of year-end | - | 222,115 | (87,164) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year-end that vested during year | (15,758) | 5,022 | (287,486) | | Deduction of fair value of awards granted prior to year-end that were forfeited during year | - | - | - | | Increase based upon incremental fair value of awards modified during year | - | - | - | | Increase based on dividends or other earnings paid during year prior to vesting date of award. | - | - | - | | Total Adjustments | $(413,817) | $227,137 | $(374,650) |
Pay Versus Performance Table
| (3) For Fiscal 2025 and Fiscal 2024, our other NEOs consisted of Cynthia L. Anderson, Reid G. Adler and Joshua S. Prince. For Fiscal 2023, our other NEOs consisted of Jerrold D. Dotson, CPA, our former Chief Financial Officer, and Mr. Adler. |
Pay Versus Performance Table
| (4) For our other NEOs, the following amounts were added and deducted to the SCT amount to determine the average compensation “actually paid” as determined in accordance with SEC regulations. |
Pay Versus Performance Table
| Adjustments to Determine Compensation “Actually Paid” | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | | Deduction for amount reported under the “Stock Awards” column in the SCT | $- | $- | $- | | Deduction for amount reported under the “Option Awards” column in the SCT | (485,949) | (14,331) | (90,284) | | Increase for the fair value of awards granted during year that remain unvested as of year-end | 275,840 | 14,331 | 4,306 | | Increase for the fair value of awards granted during year that remain vested as of year-end | 91,798 | - | - | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year-end that were outstanding and unvested as of year-end | (6,885) | 7,945 | (19,664) | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year-end that vested during year | (6,560) | 8,279 | (83,607) | | Deduction of fair value of awards granted prior to year-end that were forfeited during year | - | - | - | | Increase based upon incremental fair value of awards modified during year | - | - | - | | Increase based on dividends or other earnings paid during year prior to vesting date of award. | - | - | - | | Total Adjustments | $(131,756) | $16,224 | $(189,249) |
Pay Versus Performance Table
| Fair values used in the determination of CAP are determined using the same methodology as used for determining grant date fair values in our financial statements. Specifically, the fair value of option awards was calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation - Stock Compensation, and does not reflect any amounts actually paid to or actually realized by Messrs. Dotson or Adler. The fair value of the option awards used in the determination of CAP was estimated using the Black-Scholes option pricing model and valuation assumptions reflecting the closing price of our common stock and related assumptions on the respective valuation dates. The grant date valuation assumptions used in the valuation of option awards may be found in the applicable footnotes to the SCT on page 26 above. |
Pay Versus Performance Table
| (5) Assumes $100 invested in our common stock on March 31, 2022, and calculated based on the difference between the closing price of our common stock, as reported on The Nasdaq Capital Market, on March 31, 2025, March 31, 2024 and 2023, the end and beginning of the measurement period, respectively, and adjusted to give effect to the Reverse Split completed in June 2023. |
Relationship Between Compensation Actually Paid and Performance
Relationship Between Compensation Actually Paid and Performance We generally seek to incentivize a mix between current and long-term performance and therefore do not specifically align our performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between the information presented in the Pay Versus Performance table. The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the relationship between the Company’s performance and the compensation of our NEOs. The graphs below describe the relationship between compensation actually paid to our NEOs and the Company’s cumulative Total Shareholder Return and net loss. Compensation Actually Paid and Total Stockholder Return Compensation Actually Paid and Net Loss All information provided above under the “Pay Versus Performance” heading will not be deemed to be incorporated by reference in any filing of our Company under the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.