Amy Ronneberg
About Amy Ronneberg
Amy Ronneberg (age 51) is an independent Class III director of Actuate Therapeutics, Inc. (ACTU) since August 2024, serving on the Audit and Compensation Committees. She is CEO of NMDP (f/k/a Be The Match) since March 2020 and previously served as CFO (2013–2020); her education includes an MBA from Capella University, a Corporate Directorship Certificate from Harvard Business School, and a B.B.A. in Accounting from the University of Wisconsin–Eau Claire . The Board has determined she is independent under Nasdaq rules, and independent directors meet regularly in executive session .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NMDP | Chief Financial Officer | Jul 2013 – Mar 2020 | Finance leadership |
| NMDP BioTherapies, LLC | President; Chief of Staff | Feb 2018 – Feb 2020 | Startup leadership within NMDP |
| Capella Education Company | Chief Accounting Officer; VP of Operations | 2000 – 2012 | Finance and operations oversight |
| Ernst & Young | Audit Manager | 1995 – 2000 | External audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allina Health (nonprofit) | Director; Finance Committee Vice Chair | Nov 2020 – present | Finance Committee (Vice Chair) |
| Magenta Therapeutics, Inc. (public) | Director | Jun 2018 – Aug 2023 | Board service (no committee disclosed) |
| Medical Alley Association | Executive Committee Member | Dec 2020 – present | Industry network leadership |
| World Marrow Donor Association | Executive Committee Member | Jan 2017 – Jan 2020 | International healthcare governance |
| Twin Cities in Motion (nonprofit) | Chairman of the Board | Jan 2012 – Jan 2014 | Board leadership |
Board Governance
- Committee assignments: Audit Committee member and Compensation Committee member; she is not a chair (Audit Chair: Jason Keyes; Compensation Chair: Dan Zabrowski) .
- Independence and leadership: The Board is majority independent; Ms. Ronneberg is independent under Nasdaq rules; independent directors meet in executive session regularly without management .
- Attendance and engagement: In FY2024, the Board met five times; all directors attended at least 75% of aggregate Board and committee meetings. Audit Committee met twice, Compensation Committee met twice, and Nominating & Governance Committee held no meetings in FY2024 .
- Audit Committee report: She is a signatory to the Audit Committee Report recommending inclusion of audited FY2024 financials, evidencing active oversight .
- Classified board: Class III term (Amy Ronneberg, Daniel Schmitt) expires at the 2027 annual meeting .
Fixed Compensation
| Metric | FY2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $21,022 |
| Annual Director Cash Retainer (program schedule) | $40,000 |
| Committee Member Cash Fees (program schedule) | Audit: $9,000; Compensation: $6,500 |
| Committee Chair Cash Fees (program schedule, not applicable to Amy) | Audit: $19,000; Compensation: $12,000; Nominating: $8,000 |
Notes:
- ACTU established its non‑employee director compensation program at IPO; Amy’s FY2024 cash reflects partial-year service starting August 2024 .
Performance Compensation
| Grant Type | Grant Date | Units | Exercise Price | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Initial non‑employee director stock option | Aug 12, 2024 | 30,000 | $8.00/share | $192,090 | Vests in three equal installments on first, second, and third anniversaries of grant date |
Program context:
- Annual non‑employee director stock option grants are 15,000 shares, vesting in full on the first anniversary of grant date (applies to annual cycles after initial grant) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed (prior service at Magenta Therapeutics through Aug 2023) .
- Interlocks/conflicts: No disclosed related‑party transactions involving Ms. Ronneberg in Item 404; significant shareholders Bios Equity Affiliated Funds (~51.26%) and Kairos Venture Affiliated Funds (~13.68%) have historical financings and agreements with ACTU, but none implicate Amy directly .
Expertise & Qualifications
- Finance and operations leadership: CEO (current) and prior CFO of NMDP; prior audit and accounting leadership roles (E&Y, Capella) .
- Committee-relevant skills: Audit Committee members (including Amy) are independent and able to read and understand fundamental financial statements; Audit Committee financial expert designation applies to Jason Keyes, not Amy .
- Education: MBA; Corporate Directorship Certificate; B.B.A. in Accounting .
Equity Ownership
| Holder | Shares Beneficially Owned | % Ownership | Pledging/Hedging |
|---|---|---|---|
| Amy Ronneberg | 0 | <1% | Company policy prohibits hedging, short sales, derivatives, margining, or pledging of Company securities by directors |
Vesting context:
- Her initial 30,000 director options vest in three equal annual tranches starting on Aug 12, 2025 (first anniversary), per program terms .
Shareholder Voting Outcomes (2025 Annual Meeting)
| Proposal | For | Withheld/Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Dr. Roger Sawhney (Class I) | 14,216,991 | 1,200 | — | 1,045,368 |
| Elect Todd Thomson (Class I) | 14,058,447 | 159,744 | — | 1,045,368 |
| Elect Dr. Dan Zabrowski (Class I) | 14,009,434 | 208,757 | — | 1,045,368 |
| Ratify Crowe LLP (Auditor) | 15,098,549 | 150,679 | 14,331 | — |
Governance Assessment
- Board effectiveness: Amy contributes finance and nonprofit healthcare leadership; active Audit and Compensation Committee participation; Board majority independence and regular executive sessions support oversight quality .
- Alignment: Director pay skews heavily to equity in FY2024 (cash $21,022 vs option grant fair value $192,090), aligning incentives with shareholder value creation; however, her current beneficial ownership is 0 shares, and compliance with any director ownership guidelines is not disclosed, which may be a near‑term alignment gap until options vest .
- Conflicts/related‑party: No Item 404 related‑party transactions involving Amy; Company prohibits hedging and pledging, reducing alignment risks; notable concentration of ownership by Bios Equity and Kairos Ventures could influence governance dynamics but does not directly implicate Amy .
- Attendance and engagement: All directors (including Amy) met at least the 75% attendance threshold; Audit and Compensation committees met during FY2024, with Amy signing the Audit Committee Report, evidencing engagement .
RED FLAGS
- None identified specific to Amy: no related‑party transactions, no pledging/hedging permitted, independent status affirmed. Monitor future ownership build and equity vesting for alignment, and the broader shareholder concentration risks (Bios/Kairos control) for potential influence pressures .