Vivian H. Liu

About Vivian H. Liu

Independent director of Aytu BioPharma since July 2022; age 64 as of October 24, 2025. Currently Head of Corporate Affairs at PREMIA Holdings (HK) Limited. Formerly director and President/CEO/CFO at Innovus Pharmaceuticals (acquired by Aytu in Feb 2020); CEO at FasTrack Pharmaceuticals; COO and director at Cesca Therapeutics (2017–2018); Managing Director at OxOnc; co‑founder and President/CEO/director at NexMed (Apricus BioSciences), previously EVP/COO/CFO/VP Corporate Affairs. Education: M.P.A. (USC) and B.A. (UC Berkeley). Her background emphasizes public company leadership, pharma industry operations, and corporate finance .

Past Roles

External Roles

Board Governance

• Independence: The board determined all directors except the CEO are independent under Nasdaq rules; Ms. Liu is one of four independent directors .
• Committees (current): Audit Committee (member); Compensation Committee (Chair); Nominating & Governance Committee (member) .
• Committee activity:
  • Audit Committee meetings: 6 (FY2024) and 6 (FY2025) .
  • Compensation Committee meetings: 2 (FY2024) .
  • Nominating & Governance Committee meetings: 1 (FY2024) .
• Attendance: Each director attended at least 75% of board and committee meetings in FY2024 and FY2025; all directors attended the last annual meeting as of March 28, 2025 .
• Board composition context: 5 directors; Chairman is independent (John A. Donofrio, Jr.); Ms. Liu has public company executive, pharma, finance, M&A/BD, and strategic planning experience per board skills matrix .

Fixed Compensation

• Director fee structure:
  • Effective July 1, 2024: Chair/Lead Independent $80,000; other directors $50,000; Committee chairs: Audit/Comp $20,000, N&G $10,000; Committee members: Audit/Comp $10,000, N&G $5,000; initial 6,500 restricted shares/RSUs upon appointment; annual 1,500 restricted shares/RSUs thereafter .
  • Effective July 1, 2025: Same cash structure; annual equity grant increased to 10,000 restricted shares/RSUs thereafter .

Notes:

• As of June 30, 2024, Ms. Liu held 8,325 restricted shares; no options disclosed for her in the director compensation table .
• Annual equity grant structure moved from options (historically) to restricted shares/RSUs; directors did not receive option grants in FY2023, and ongoing annual grants are in restricted shares/RSUs .

Performance Compensation

• Structure for non‑employee directors: Equity is granted as restricted shares/RSUs (time‑based); no performance conditions are described for director equity awards in the proxy .

Other Directorships & Interlocks

Board context: One current director (Abhinav “Abi” Jain) is a designee of a significant investor (Nantahala) per a 2023 securities purchase agreement, indicating investor representation on the board (not an interlock specific to Ms. Liu) .

Expertise & Qualifications

• Board skills matrix identifies Ms. Liu among directors with public company board and executive experience; pharmaceutical industry expertise; financial analysis/accounting; M&A/business development; and strategic planning .
• Biographical narrative emphasizes senior operating and finance roles across multiple public biopharma companies and company founding experience; M.P.A. (USC), B.A. (UC Berkeley) .

Equity Ownership

Additional details:

• Anti‑hedging/anti‑pledging: Insider Trading Policy prohibits hedging, holding stock in margin accounts, and pledging for all Section 16 reporting persons; company states all such persons are in compliance .

Governance Assessment

• Strengths

  • Independent, experienced operator: Independent under Nasdaq; extensive pharma, finance, and public company leadership; contributes to Compensation (Chair), Audit, and Nominating & Governance oversight .
  • Engagement: Board met frequently (31 meetings in FY2024; 12 in FY2025), and each director attended at least 75% of meetings; all directors attended the last annual meeting as of March 28, 2025 .
  • Risk controls: Anti‑hedging/anti‑pledging policy; clawback policy for executive compensation; equity plan prohibits repricing and includes strong guardrails .
  • Process: Compensation Committee chaired by Ms. Liu engaged Alvarez & Marsal Taxand LLC in 2024 to evaluate executive and non‑executive compensation, signaling use of independent advisory input .

• Alignment and potential watch‑items

  • Ownership alignment: Ms. Liu’s beneficial ownership is below 1% across periods; while she holds unvested RSUs, low absolute ownership may limit direct alignment vs. larger holders .
  • Equity grant escalation: Annual director equity grant increased to 10,000 restricted shares/RSUs effective July 1, 2025 (from 1,500 prior), increasing equity-based compensation; investors should monitor dilution optics and rationale disclosed by the board. RED FLAG if not justified by market benchmarking .
  • Related‑party/Conflicts: No related‑party transactions involving Ms. Liu disclosed over the last three fiscal years; board-level related party noted is CEO’s brother as CBO (contextual governance risk, not specific to Ms. Liu) .
  • Investor influence: Presence of an investor‑designated director (Nantahala) reflects meaningful shareholder involvement in governance; not intrinsically negative but a governance dynamic to monitor alongside Compensation Committee independence under Ms. Liu’s chairmanship .