Amy Chappell
About Amy Chappell
Amy S. Chappell, MD, FAAN, is an independent director of BioVie Inc. (BIVI), age 74, serving since 2025 and currently a member of the Nominating and Corporate Governance Committee. She holds a BA from Antioch College and an MD from Indiana University School of Medicine, with decades of clinical neuroscience and CNS drug development experience, patents, and over 100 peer‑reviewed publications and presentations . She will participate in BioVie’s non‑management director compensation program per her appointment disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Solaxa Inc. | Chief Medical Officer (CMO) | Since 2024 | Oversees clinical development of novel therapies for ataxia and nerve repair |
| Eliem Therapeutics | CMO | 2020–2021 | Assisted through successful IPO; advanced epilepsy and mood disorder programs |
| Various companies | Clinical trials & neurology consultant | 2021–2024 | CNS development advisory |
| Eli Lilly & Co. | Senior clinical leadership in CNS | 25+ years | Led FDA approvals incl. Cymbalta in fibromyalgia/musculoskeletal pain |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| American Academy of Neurology | Fellow (FAAN) | Ongoing | Professional recognition in neurology |
| Patents/Publications | Inventor/Author | Numerous | Holds patents; 100+ peer‑reviewed publications/presentations |
Board Governance
- Committee assignments: Member, Nominating and Corporate Governance Committee; not a chair .
- Independence: Determined independent under Nasdaq standards (alongside other non‑management directors) .
- Attendance: In FY2025, the Board held 7 meetings; Audit 4; Compensation 2; Nominating & Corporate Governance 1; all directors attended ≥75% of meetings on which they served .
- Election results (Nov 10, 2025): Chappell elected with 1,517,109 “For”, 36,239 “Withhold”, 1,864,509 broker non‑votes .
| FY2025 Meetings | Count |
|---|---|
| Board | 7 |
| Audit Committee | 4 |
| Compensation Committee | 2 |
| Nominating & Corporate Governance Committee | 1 |
| Attendance threshold | All directors ≥75% |
| 2025 Annual Meeting – Director Election | For | Withhold | Broker Non‑Vote |
|---|---|---|---|
| Amy Chappell | 1,517,109 | 36,239 | 1,864,509 |
Fixed Compensation
| Item | Detail |
|---|---|
| Cash retainer/fees | Not specifically disclosed for Dr. Chappell in FY2025 (joined July 2025); bylaws permit fixed fees and attendance expenses per meeting . |
| Program participation | Will participate in company’s non‑management director compensation program . |
| FY2025 peer context (non‑employee directors) | Directors received cash fees and equity; e.g., Jim Lang $13,750 fees + option awards; Michael Sherman $11,250 fees + option awards; Sigmund Rogich $8,750 fees + RSUs + options . |
| Equity plan eligibility | Directors eligible under 2019 Omnibus Equity Incentive Plan . |
Performance Compensation
| Element | Applied to Director Compensation? | Notes |
|---|---|---|
| Performance stock awards (PSUs) | Not disclosed as used for directors in FY2025; plan permits PSUs | |
| Performance unit awards (cash) | Not disclosed as used for directors in FY2025; plan permits performance units | |
| Long‑term incentive beyond options/RSUs | Company states no separate LTIP intended to serve as incentive for performance beyond stock options/RSUs |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Dr. Chappell . |
| Prior public company boards | None disclosed for Dr. Chappell . |
| Interlocks with competitors/suppliers/customers | None disclosed; Board notes no material adverse interests and no familial relationships . |
Expertise & Qualifications
| Area | Details |
|---|---|
| Education | BA (Antioch College), MD (Indiana University School of Medicine) . |
| Technical expertise | Clinical neuroscience and CNS drug development; FDA approvals experience . |
| Industry experience | 25+ years at Eli Lilly; CMO roles at Eliem Therapeutics and Solaxa . |
| Professional recognition | Fellow of the American Academy of Neurology (FAAN) . |
| Publications/Patents | Numerous patents; 100+ peer‑reviewed publications/presentations . |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Amy Chappell | — | — | As of Sept 22, 2025; no options/RSUs exercisable within 60 days disclosed for Dr. Chappell . |
| Anti‑hedging policy | Company restricts trading in puts/calls/short sales . | ||
| Pledged shares | No pledging disclosure specific to directors; not mentioned for Dr. Chappell . |
Insider Trades
| Period | Form | Summary |
|---|---|---|
| FY2025 (proxy reporting) | — | Dr. Chappell not listed among delinquent Section 16 filers; no Form 4 activity disclosed for her in FY2025 proxy . |
Governance Assessment
- Board effectiveness: Chappell adds deep CNS clinical development expertise directly aligned with BioVie’s neurodegenerative and long COVID programs; her independence and Nominating & Corporate Governance Committee membership support board oversight quality .
- Shareholder support: Strong election margin at 2025 Annual Meeting (1.52M For vs. 36k Withhold) suggests investor confidence in her appointment .
- Independence & conflicts: Board affirmatively determined independence; appointment 8‑K states no Item 404(a) related‑party transactions or arrangements, and no familial ties; proxy similarly reports no related‑party transactions since July 1, 2024 .
- Alignment & ownership: No beneficial ownership as of the record date may signal limited immediate “skin‑in‑the‑game”; however, she will participate in the non‑management director compensation program, and directors are eligible for equity awards (RSUs/options) under the 2019 Plan .
- Compensation framework: FY2025 program for directors utilized cash fees and equity grants; company states no separate performance‑based LTIP beyond options/RSUs for directors. Anti‑hedging policy is in place, but the plan documentation permits potential excise tax “gross‑up” payments in award agreements upon change‑of‑control, which is shareholder‑unfriendly if used (note: plan does not automatically accelerate awards on change‑of‑control; acceleration is discretionary) .
- Equity plan expansion: Shareholders approved restating the 2019 Plan to 3,100,000 shares; proposal language included “exercise vesting of all issued and outstanding RSUs and stock options as of September 22, 2025,” which could dilute and reduce vesting discipline—monitor implementation details by the Compensation Committee .
- Attendance & engagement: FY2025 meeting cadence and ≥75% attendance across directors supports engagement; further individual attendance detail is not provided for Chappell (joined mid‑year) .
RED FLAGS
- No beneficial ownership disclosed for Chappell as of Sept 22, 2025 (monitor subsequent Form 4s for equity grants/holdings) .
- Plan permits potential excise tax “gross‑ups” in award agreements upon change‑of‑control; shareholder‑unfriendly if applied .
- 2019 Plan restatement included immediate vesting language for outstanding RSUs/options as of Sept 22, 2025; potential erosion of performance/retention alignment if broadly applied .
Positive Signals
- Strong shareholder vote for election .
- Independence affirmed; no related‑party transactions or familial ties .
- Highly relevant CNS development expertise aligned to company strategy .