Alison Tjosvold Milhous
About Alison Tjosvold Milhous
Alison Tjosvold Milhous, 46, has served as an independent director of VivoSim Labs, Inc. since September 2020; she is a CPA with 20 years of audit and technical accounting experience and currently Vice President of Accounting at Erasca, Inc. (precision oncology) . Her background includes prior roles as an audit partner at Grant Thornton LLP (2015–2019), progressive audit leadership at Grant Thornton (2002–2015), and starting her career at Arthur Andersen LLP; she holds a B.S. in Business Administration (Accounting & Finance) from Cal Poly San Luis Obispo .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grant Thornton LLP | Audit Partner | Aug 2015 – Sep 2019 | Led public-company audits; life sciences/tech client focus |
| Grant Thornton LLP | Audit Associate → Senior Manager | Jun 2002 – Jul 2015 | Technical accounting, public company reporting |
| Arthur Andersen LLP | Audit (early career) | Jun 2000 – 2002 (not specified) | Foundation in audit/accounting |
| Athena San Diego | Membership Committee | Aug 2012 – Sep 2019 | STEM leadership organization involvement |
| Athena San Diego (Pinnacle) | Steering Committee | Sep 2013 – Apr 2015 | Program steering responsibilities |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Erasca, Inc. | Vice President of Accounting | Current | Clinical-stage precision oncology; public-company reporting |
| Consulting (independent) | Accounting/Reporting Consultant | Prior to Erasca | Public/private clients in life sciences and technology |
Board Governance
- Committees: Audit Committee Chair; Nominating & Corporate Governance Committee Member .
- Independence: Board determined Ms. Milhous is independent under Nasdaq and SEC rules .
- Audit Committee Financial Expert: Board designated Ms. Milhous as an “audit committee financial expert” .
- Attendance: In FY ended Mar 31, 2025, all directors attended ≥75% of Board and committee meetings; Board met 8x (10 written consents), Audit 4x (2 written consents); Nominating 0x (3 written consents) .
- Executive Sessions: Independent directors hold executive sessions at each regularly scheduled Board meeting; committees typically meet in executive session as well .
- Lead Independent Director: Douglas Jay Cohen serves as Lead Independent Director since Sep 2022, with defined duties to strengthen independent oversight .
- Say‑on‑Pay: Prior-year advisory vote on NEO compensation (FY2024) received ~92% support; active investor outreach maintained .
Fixed Compensation
| Component | FY2025 Amount | Detail |
|---|---|---|
| Annual Board Cash Retainer | $66,300 | All directors; no meeting fees |
| Audit Committee Chair Retainer | $25,500 | Chair fee |
| Nominating & Corporate Governance Committee Member Retainer | $15,300 | Member fee |
| Total Cash Earned (FY2025) | $105,000 | Capped at $105,000 per director |
Director Compensation (FY2025):
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Alison Tjosvold Milhous | $105,000 | $10,729 | $115,729 |
Notes:
- No meeting fees paid in FY2025; directors reimbursed reasonable expenses .
- Stock ownership guidelines require directors to hold shares equal to 4x the annual cash retainer within five years; directors with >5 years’ tenure are in compliance per Board statement .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Fair Value | Vesting |
|---|---|---|---|---|
| RSU (annual director grant) | Aug 2024 | 1,633 | $10,729 | Vested in full Aug 4, 2025 |
- No performance-based director metrics disclosed; RSU awards are time-based for directors .
Other Directorships & Interlocks
- Other public-company directorships: None disclosed for Ms. Milhous in the proxy’s director biographies .
- Interlocks/conflicts: Related-party activity disclosed involves Viscient (CEO is Executive Chairman Keith Murphy); Audit Committee oversight applies. No transactions implicating Ms. Milhous personally disclosed .
Expertise & Qualifications
- CPA; designated Audit Committee Financial Expert .
- 20 years audit and technical accounting experience; extensive life sciences/technology industry exposure .
- Education: B.S., Business Administration (Accounting & Finance), Cal Poly San Luis Obispo .
Equity Ownership
| Holder | Total Beneficial Shares | % Outstanding | Direct/Common | Options (Exercisable ≤60 days) |
|---|---|---|---|---|
| Alison Tjosvold Milhous | 9,273 | <1% | 4,899 | 4,374 |
- Hedging and pledging of company stock are prohibited for directors under the Insider Trading Policy; margin accounts and short sales also prohibited .
- Stock ownership guidelines for directors: 4x annual cash retainer; compliance expected within five years; Board states directors >5 years’ tenure are in compliance .
Governance Assessment
- Strengths: Independent director; Audit Chair; SEC-designated financial expert, enhancing financial reporting oversight . Strong Board/committee attendance; regular executive sessions bolster oversight . Ownership alignment via guidelines and prohibition on hedging/pledging . Compensation governance best practices: independent consultant, no severance tax gross‑ups, option repricing prohibited .
- Potential Risks/Red Flags: Related‑party transactions with Viscient (Executive Chairman affiliation) require robust Audit Committee oversight; disclosure notes ~$118k R&D consulting expenses and shared services—monitor continued independence and approvals under related-party policy .
- Investor Confidence Signals: Prior say‑on‑pay support (~92%) and ongoing institutional outreach suggest constructive shareholder engagement .
- No family relationships among officers/directors disclosed, reducing nepotism risk .