Sigmund Rogich
About Sigmund Rogich
Sigmund Rogich, age 81, has served as an independent director of BioVie since 2020. He is CEO and President of The Rogich Communications Group, formerly U.S. Ambassador to Iceland, and a senior consultant to Presidents Ronald Reagan and George H.W. Bush; he also serves on philanthropic boards including Keep Memory Alive focused on neurodegenerative diseases . The Board has determined Rogich is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Government | U.S. Ambassador to Iceland | Not disclosed | Diplomatic leadership |
| U.S. Executive Office | Senior consultant to Presidents Ronald Reagan and George H.W. Bush | Not disclosed | Political strategy and communications |
| Various charitable organizations | Director (multiple boards) | Not disclosed | Philanthropy in brain disorders |
External Roles
| Organization | Role | Tenure | Focus |
|---|---|---|---|
| The Rogich Communications Group | CEO & President | Current | Communications sector |
| Keep Memory Alive | Board member | Current | Funding trials for Alzheimer’s, Huntington’s, Parkinson’s, MS |
Board Governance
- Independence: Determined independent by the Board (Nasdaq standards) .
- Committee assignments (current): Chairman, Nominating & Corporate Governance Committee (since Aug 2025); Member, Compensation Committee .
- Prior committee assignments (FY2024): Audit Committee member ; not on Compensation or Nominating & Corporate Governance .
- Attendance: All directors attended at least 75% of Board/committee meetings in FY2024 and FY2025; FY2025 meetings held: Board (7), Audit (4), Compensation (2), Nominating & Corporate Governance (1) .
- Lead Independent Director: Not disclosed.
| Committee | FY2024 Role | FY2025 Role |
|---|---|---|
| Audit | Member | Not a member |
| Compensation | Not a member | Member; Chair is Michael Sherman |
| Nominating & Corporate Governance | Not a member | Chairman (Aug 2025) |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees earned or paid in cash ($) | — | 8,750 |
| Stock awards – grant date fair value ($) | 127,185 | 114,912 |
| Option awards – grant date fair value ($) | — | 26,484 |
| Total ($) | 127,185 | 150,146 |
- Equity grant structure (FY2025): Directors could elect RSUs or options; total board grants were 6,690 RSUs ($224,784 grant-date value) or 28,137 options ($490,797 grant-date value). Committee chair/member option grants: chair 470 options; member 240 options; mix scaled by chairs and committee service .
Performance Compensation
- Director equity awards are service-vested (RSUs/options) without disclosed performance metrics; company notes no separate long-term incentive plans other than options and RSUs for directors .
| Outstanding Director Equity (as of 6/30/2024) | Quantity | Terms |
|---|---|---|
| Options (12/18/2020) | 9,730 | $139.10 strike; expire 12/18/2025; vest 25% at grant, remainder in equal annual installments |
| Options (04/05/2022) | 9,256 | $50.40 strike; expire 04/05/2027; vest 25% at grant, remainder in equal annual installments |
| Options (11/23/2022) | 5,500 | $61.20 strike; expire 11/23/2027 |
| RSUs (granted post-11/23/2022) | 2,113 | Vest in four equal quarterly installments beginning 02/09/2023 |
Other Directorships & Interlocks
- The proxy states no other directors/officers (including Rogich) are or have been directors in other U.S. reporting companies, except as described in nominee bios; Board reaffirmed no adverse proceedings or material adverse interests .
Expertise & Qualifications
- Communications leadership (CEO, Rogich Communications Group) and political advisory experience at the highest levels .
- Philanthropic governance in neurodegenerative disease funding via Keep Memory Alive .
- International diplomatic experience (Ambassador to Iceland) .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Ownership % | Options exercisable within 60 days (shares) | RSUs exercisable/vestable within 60 days (units) |
|---|---|---|---|---|
| 09/17/2024 (record 09/30/2024) | 28,711 | <1% | 24,486 | 1,056 |
| 05/30/2025 | 51,330 | <1% | 30,004 | — |
| 09/22/2025 | 7,152 | <1% | 3,309 | 855 |
- Anti-hedging policy in place for directors and officers (restricts puts, calls, short sales) .
- Shares pledged as collateral: Not disclosed.
Related Party Transactions & Conflicts
- No related party transactions involving directors/officers exceeding the lesser of $120,000 or 1% of average total assets since July 1, 2024 .
- Background related holder: Acuitas Group Holdings (Terren Peizer) led a $6 million private placement in Aug 2022 (shares and warrants); Acuitas remained a significant stockholder in 2024–2025 . No linkage to Rogich disclosed.
Compensation Committee Analysis
- Current members: James Lang, Sigmund Rogich, and Michael Sherman (Chair since Oct 2020) .
- Use of independent advisers: Committee may retain compensation consultants/counsel; independence considered per Nasdaq/SEC factors .
- Interlocks: None reported; no officers served on other companies’ compensation committees during the past year .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay (advisory) vote passed: For 3,004,131; Against 108,126; Abstain 87,430; Broker non-votes 1,657,025 .
- 2024 auditor ratification passed: For 4,526,100; Against 62,946; Abstain 267,666; Broker non-votes 1,657,025 .
Risk Indicators & Red Flags
- Section 16(a) delinquent filings: FY2025 lists a late Form 4 filing for Sigmund Rogich (Jan 7, 2025) among several insiders, indicating filing timeliness issue; FY2024 did not list Rogich among late filers .
- Equity plan share increases: Significant increases to the 2019 Omnibus Equity Incentive Plan share pool (to 1,250,000 in 2024; proposed 3,100,000 in 2025), which may dilute existing holders if not tied to robust performance conditions .
- Anti-hedging policy mitigates alignment risks .
Governance Assessment
- Strengths: Independence, ascending governance responsibility (Chair of Nominating & Corporate Governance), consistent attendance, and anti-hedging policy support investor alignment .
- Watch items: Shift in director pay mix to include options (FY2025) and continuing equity pool expansions without disclosed director performance metrics; late Section 16 filing in FY2025 .
- External interlocks/conflicts: None disclosed; related-party transaction review controlled by Audit Committee; no director-related RPTs reported during the period .
Overall, Rogich’s independence, committee leadership, and attendance are positives for board effectiveness. Investors should monitor dilution risk from equity plan expansions and maintain scrutiny on disclosure quality and filing timeliness signals.