Peggy Wallace
About Peggy Wallace
Peggy Wallace (age 68) is an independent director at Cognition Therapeutics, Inc. (CGTX), serving since September 2016; she is a Managing Partner of Golden Seeds Funds (since 2008), previously Co‑CEO of Golden Seeds LLC (2011–2021), with prior career experience at JP Morgan/Chase, and holds a BA from George Washington University; she is NACD Certified Director (2021) . She is currently nominated for re‑election as a Class I director for a term expiring in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Golden Seeds LLC | Co‑CEO | 2011–2021 | Led investment firm focused on women entrepreneurs |
| JP Morgan/Chase | Various roles | Not specified | Significant portion of career in finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Golden Seeds Funds | Managing Partner | 2008–present | Venture investor; life sciences exposure |
| Chromis Technologies | Director | Since 2006 | Provider of solutions using amorphous fluoropolymers |
| NACD | Certified Director | 2021 | NACD Certified Director credential |
Board Governance
- Independence: The Board determined Wallace is independent under Nasdaq rules; CGTX has 5 independent directors and an independent Chairman .
- Committee assignments: Audit Committee Member; Nominating & Corporate Governance Committee Member; identified as an Audit Committee financial expert (Item 407(d)(5)) .
- Attendance and engagement: In 2024, the Board held 11 meetings; Audit (4), Compensation (3), NCGC (3). Each director attended all committee meetings served and at least 75% of Board meetings; all directors attended the 2024 annual meeting .
- Board structure: 6‑member, classified board (three classes of two directors each); separation of Chair and CEO; independent committees, executive sessions held regularly without management .
| Governance Item | Detail |
|---|---|
| Board Size | 6 |
| Independent Directors | 5 |
| Independent Chairman | Yes |
| Committees (Wallace) | Audit (Member), Nominating & Corporate Governance (Member) |
| Financial Expert | Wallace designated audit committee financial expert |
| 2024 Attendance | All committee meetings; ≥75% Board; attended 2024 Annual Meeting |
Fixed Compensation
- Program structure: Annual cash retainer, committee chair/member retainers; no meeting fees disclosed. Independent Chair retainer paid to chair (not applicable to Wallace) .
- 2024 actuals (Wallace): Cash fees $50,250; Stock awards grant‑date fair value $16,575; Option awards grant‑date fair value $13,064; Total $79,889 .
| Component | Program Amount | Wallace 2024 Actual ($) |
|---|---|---|
| Annual Cash Retainer | $40,000 | $50,250 (includes committee retainers) |
| Committee Member – Audit | $7,500 | Included in cash fees |
| Committee Member – NCGC | $4,000 | Included in cash fees |
| Committee Chair Fees | Audit $15,000; Comp $10,000; NCGC $8,000 (not applicable to Wallace) | — |
| Independent Chair Retainer | $70,000 (not applicable to Wallace) | — |
Performance Compensation
- Equity mix and grant mechanics (directors): Annual option to purchase 8,500 shares and 8,500 RSUs; grants made June 7, 2024; vest on the earlier of June 7, 2025 or the date of the 2025 annual meeting; time‑based vesting only (no performance metrics disclosed for directors) .
- Wallace 2024 equity values: Stock awards (RSUs) $16,575; Option awards $13,064 (grant‑date fair values per ASC 718) .
- Outstanding director equity as of 12/31/2024: Wallace held 8,500 unvested RSUs; 46,021 outstanding options (director‑level totals shown in table) .
| Grant Type | Grant Date | Quantity | Vesting Terms | 2024 Fair Value ($) |
|---|---|---|---|---|
| RSUs (Annual) | June 7, 2024 | 8,500 | Vest at earlier of June 7, 2025 or 2025 annual meeting | 16,575 |
| Stock Options (Annual) | June 7, 2024 | 8,500 | Vest at earlier of June 7, 2025 or 2025 annual meeting | 13,064 |
| Director Outstanding RSUs (12/31/2024) | — | 8,500 | Unvested at year‑end | — |
| Director Outstanding Options (12/31/2024) | — | 46,021 | Outstanding options count (Wallace) | — |
No director performance metrics (e.g., TSR, EBITDA) are tied to director equity; grants are time‑based .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Private/other boards | Chromis Technologies (since 2006) |
| Interlocks/potential conflicts | None disclosed for Wallace; related party transactions in 2023–2024 involved BIOS entities affiliated with director Aaron Fletcher (significant holder), reviewed under CGTX policy . Audit Committee oversees conflicts and related party transactions . |
Expertise & Qualifications
- Venture investing and life sciences exposure via Golden Seeds; financial services background at JP Morgan/Chase .
- Audit Committee financial expert designation, strengthening oversight quality .
- NACD Certified Director (2021) credential evidences governance training and continuing education emphasis .
Equity Ownership
- Beneficial ownership (as of April 21, 2025): 98,482 shares; less than 1% of outstanding .
- Composition: 43,961 common shares; 46,021 options exercisable within 60 days; 8,500 RSUs vesting within 60 days .
| Ownership Item | Amount | Notes |
|---|---|---|
| Direct/Common Shares | 43,961 | As of 4/21/2025 |
| Options (exercisable ≤60 days) | 46,021 | As of 4/21/2025 |
| RSUs (vesting ≤60 days) | 8,500 | As of 4/21/2025 |
| Total Beneficial Ownership | 98,482 | Less than 1.0% of shares outstanding |
- Hedging/pledging: CGTX insider trading policy prohibits hedging, short sales, option transactions, margin accounts, and pledging company securities; Rule 10b5‑1 plans permitted under policy .
Governance Assessment
- Strengths: Independent director with audit committee financial expert status; consistent committee and board attendance; active on two independent committees; equity compensation creates alignment without performance metric gaming risk; insider policy forbids hedging/pledging .
- Alignment: Beneficial ownership is modest (<1%), but annual equity grants and options indicate ongoing skin‑in‑the‑game; no pledging allowed per policy .
- Conflicts/Related party risk: No Wallace‑specific related party transactions disclosed; Audit Committee explicitly oversees conflicts and related parties, reducing risk; significant holder BIOS entities linked to another director (Fletcher) are disclosed and reviewed under policy .
- Attendance/engagement signals: Full committee attendance and participation across 2024 supports board effectiveness; directors attended the annual meeting .
RED FLAGS
- None specifically identified for Wallace in 2023–2025 disclosures: no related‑party transactions, no hedging/pledging, and no delinquent Section 16 reports noted for her (late filings in 2024 pertained to two executives, not Wallace) .