Lynne McGrath
Alzamend NeuroAbout Lynne McGrath
Lynne Fahey McGrath, M.P.H., Ph.D., age 70, has served as an independent director of Alzamend Neuro since June 2021, bringing more than three decades of regulatory affairs and pharmaceutical development experience, including leadership roles at Novartis and Regenxbio . Her academic credentials include a B.S. (University of Connecticut), M.S. in Environmental Science (Rutgers University), and M.P.H. and Ph.D. in Public Health (UMDNJ Robert Wood Johnson Medical School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Consumer Health | Vice President, Global Head of Regulatory Affairs | 2003–2015 | Led global regulatory strategy across therapeutic categories |
| Novartis Oncology (U.S.) | U.S. Head of Regulatory Affairs | 2003–2015 | Directed U.S. regulatory affairs |
| Regenxbio, Inc. | Senior Lead; Vice President, Regulatory Affairs; Head of Global Strategy for gene therapy portfolio | Apr 2015–Jul 2018 | Oversaw worldwide regulatory strategy for gene therapy assets |
| FoxKiser, LLC | Regulatory Consultant | Aug 2018–Mar 2020 | Biotech regulatory consulting |
| Catalyst Healthcare Consulting | Regulatory Consultant | 2020–2021 | Biotech regulatory consulting |
| Nobias Therapeutics, Inc. | Consultant to executive team | May 2020–Dec 2021 | Product development advisory |
| Various | Directed worldwide approvals of >50 new drugs/indications | Cumulative career | Deep regulatory execution credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in ALZN proxy . |
Board Governance
- Committee assignments and chair roles:
- Compensation Committee Chair; members include McGrath, Gustafson, Oram; all deemed independent under Nasdaq standards .
- Nominating & Corporate Governance Committee member; chair is Oram; all members independent .
- Not listed as Audit Committee member (Audit chaired by Gustafson; members Woo and Oram) .
- Independence: Board determined McGrath (and all directors except Ault, Jackman, Nisser) are independent under Nasdaq and SEC rules .
- Attendance/engagement: In FY ended Apr 30, 2024, Board held 13 meetings; Audit 7; Compensation 3; Nominating did not meet; each incumbent director attended at least 75% of meetings of the Board/committees on which they served .
Fixed Compensation
Director pay is dominated by cash retainers; no equity reported for FY 2023 and FY 2024.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual retainer (cash) | $25,000 | $25,000 |
| Stock awards ($) | — | — |
| Option awards ($) | — | — |
| Meeting/committee chair fees ($) | Not disclosed — | Not disclosed — |
| Total ($) | $25,000 | $25,000 |
The Company pays each independent director an annual base amount of $25,000; Board may adjust for services above anticipated levels .
Performance Compensation
- No RSUs/PSUs, stock options, or performance-tied director equity awards disclosed for FY 2023 or FY 2024; no performance metrics tied to director compensation disclosed .
- Compensation Committee oversees equity plans and director compensation policy but did not engage a compensation consultant in FY 2024; an independent consultant was engaged in FY 2023 to assess CEO compensation (management pay program) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Board interlocks / overlaps | Company discloses significant influence of Milton C. (Todd) Ault III via Hyperscale Data and Ault Lending; overlapping officers/directors between ALZN and Hyperscale (Horne, Nisser, Cragun). McGrath is not identified among those overlaps . |
| Related-party exposures (company-level) | Series B Preferred and warrant financings with Ault Lending in 2024; shared office space with Hyperscale Data; settlement with ALSF in Jan 2024 returning shares/warrants to ALZN . |
| Review process | Audit Committee reviews all related party transactions for conflict situations and approval . |
Expertise & Qualifications
- 30+ years in regulatory affairs and pharmaceutical product development with leadership across therapeutic categories and >50 approvals; brings strong regulatory and product development governance expertise .
- Degrees: B.S. (UConn), M.S. (Rutgers), M.P.H. and Ph.D. (UMDNJ RWJ Medical School) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares owned (direct) | 500 | As of record date referenced in proxy |
| Options currently exercisable or within 60 days | 2,000 | Currently exercisable/unexercisable within 60 days |
| Total beneficial ownership (shares) | 2,500 | Listed in beneficial ownership table |
| % of shares outstanding | <1% | Based on 6,597,507 shares outstanding at record date |
| Shares pledged as collateral | None disclosed | No pledging disclosure for McGrath in footnotes |
| Stock ownership guidelines (directors) | None; the Board does not maintain formal ownership guidelines for employees/directors |
Governance Assessment
- Independence and committee leadership: McGrath is affirmatively independent and chairs the Compensation Committee, a core governance lever for pay-for-performance and succession oversight; all members are independent under Nasdaq rules .
- Attendance: While the Nominating Committee did not meet in FY 2024, the proxy states each incumbent director met at least the 75% attendance threshold across Board/committees; governance teams should monitor Nominating Committee activity given its role in board refresh and evaluation .
- Compensation structure and alignment: Director pay is solely a $25,000 cash retainer with no equity in FY 2023–FY 2024, suggesting limited structural equity alignment for independent directors; the company also lacks formal ownership guidelines, potentially weakening long-term alignment signals .
- Advisor independence: The Compensation Committee did not use a compensation consultant in FY 2024, though an independent consultant was engaged in FY 2023 for CEO pay assessment; for a micro-cap biotech, consultant usage variability is not uncommon but bears monitoring for rigor and independence in pay setting .
- Conflicts/related-party context: Significant company-level related-party transactions and governance overlaps involving Hyperscale Data/Ault Lending elevate conflict risk; Audit Committee oversight and board policy require approval by disinterested independent directors, but investors should weigh concentration of influence in affiliated entities and shared infrastructure .
RED FLAGS
- Nominating & Corporate Governance Committee held no meetings in FY 2024, a potential governance process gap for director recruitment and board evaluation .
- Company-level related-party transactions and overlapping leadership with Hyperscale Data/Ault Lending present heightened perceived conflict risk despite committee review processes .
- Absence of director equity grants and formal ownership guidelines may undercut “skin-in-the-game” alignment for independent directors .