Ann Cunningham
About Ann Cunningham
Ann M. Cunningham, MBA, is a non-executive director at Vistagen Therapeutics (VTGN) with deep commercialization expertise in CNS and neuropsychiatry. She has served on VTGN’s Board since January 2019, was the company’s Chief Commercial Officer from May 2021 through November 2022, and is 57 years old as of the 2025 proxy date . She holds a B.A. in Psychology from Yale University and an MBA (marketing management) from the University of Michigan . The Board classifies her as non-independent currently, but expects her to qualify as independent under Nasdaq rules in mid‑November 2025, contingent on re‑election, given the three‑year lookback from her executive role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Teva Pharmaceutical Industries | Vice President, Neurodegenerative Diseases & Psychiatry | 2015–2018 | Commercial leadership in CNS indications |
| Otsuka Pharmaceutical Companies | Senior Marketing Director | 2013–2015 | CNS product marketing |
| Eli Lilly and Company | Multiple marketing roles, incl. Global Marketing Senior Director | 1999–2013 | Global product positioning and launches |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| i3 Strategy Partners (consulting) | Founder & Managing Partner | 2018–present | Pharma commercialization advisory; previously provided consulting to VTGN; agreement ended 3/31/2024 |
Board Governance
- Committee assignments and roles:
- Current (FY2025 context): No committee assignments listed for Ms. Cunningham; she voluntarily stepped down from the Corporate Governance & Nominating Committee in September 2024 .
- Prior (FY2024): Member, Corporate Governance & Nominating Committee .
- Independence: Non-executive, non-independent director; expected to become independent in mid‑November 2025 if re‑elected, per Nasdaq Rule 5605(a)(2) .
- Attendance: In FY2025, each director attended at least 75% of Board/committee meetings; in FY2024, each director attended all of their meetings .
- Years of service on this board: Since January 2019 .
Fixed Compensation
Director fee framework and Ms. Cunningham’s reported compensation.
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash fees paid | $55,000 | $52,500 |
| Option awards (grant date fair value) | $58,117 | $43,726 |
| Other compensation | $200,000 (consulting via i3; ended 3/31/2024) | $0 |
| Total | $313,117 | $96,226 |
Director pay program highlights:
- Effective Jan 1, 2024: Annual retainer $50,000; Chair +$30,000; committee fees (Audit Chair $20k; Audit member $10k; Comp Chair $10k; Comp member $5k; CGN Chair $10k; CGN member $5k). Annual equity: stock options equal to 0.05% of outstanding shares at grant; new director one-time grant = 2x annual grant; 12-month monthly vesting .
- FY2025 schedule: Same cash fees; annual option grant equal to 0.046% of outstanding shares at grant; 12-month monthly vesting .
Performance Compensation
No performance-conditioned equity awards for directors were disclosed; director equity is time-vested stock options.
| Grant Attribute | FY2024 | FY2025 |
|---|---|---|
| Grant date | 3/4/2024 | 9/6/2024 |
| Options granted (shares) | 12,500 | 14,100 |
| Exercise price | $4.85 | $3.25 |
| Grant-date market price | $4.85 | $3.25 |
| Fair value (Black‑Scholes) | $58,117 total; $4.6493/share; Rf 4.17%; term 5.27y; vol 173.63% | $43,726 total; $3.10/share; Rf 3.49%; term 5.20y; vol 131.73% |
| Vesting | Equal monthly over 12 months | Equal monthly over 12 months |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed in VTGN 2024/2025 proxies for Ms. Cunningham | — | — | No other public company board roles disclosed in her biography |
Expertise & Qualifications
- Commercialization and marketing leader in neuropsychiatry (Teva, Otsuka, Eli Lilly) with product launch experience; brings critical commercial perspective as VTGN advances to potential commercialization .
- Education: B.A. Psychology (Yale); MBA, marketing management (University of Michigan) .
Equity Ownership
Beneficial ownership and option status (as disclosed).
| Ownership Snapshot | As of 7/16/2024 | As of 7/16/2025 |
|---|---|---|
| Beneficial ownership (shares) | 29,589 (stock options exercisable within 60 days) | 51,603 (stock options exercisable within 60 days) |
| Ownership % of outstanding | <1% | <1% |
Vested vs. unvested stock options (as of FY2025 year-end):
| Options Detail (3/31/2025) | Count |
|---|---|
| Exercisable | 45,900 |
| Unexercisable | 5,703 (calc: 51,603 – 45,900) |
| Total registered options held | 51,603 |
Policy note: VTGN states it does not have a director/officer stock ownership policy at this time .
Governance Assessment
- Strengths:
- Attendance and engagement: Directors met the 75%+ threshold in FY2025; in FY2024 each director (including Ms. Cunningham) attended all meetings—supportive of engagement .
- Clear de-escalation of related-party risk: Ms. Cunningham’s consulting arrangement via i3 ended March 31, 2024; FY2025 proxy reports no related-party transactions since April 1, 2024 meeting materiality thresholds .
- Anticipated independence: Board expects Ms. Cunningham to qualify as independent by mid‑November 2025 if re‑elected, improving committee flexibility and board balance .
- Shareholder alignment signal: 2024 Say‑on‑Pay earned >94% support, indicating generally positive investor sentiment on compensation governance practices .
- Watch items / potential red flags:
- Current non‑independence and recent executive role (CCO through Nov 2022) keep her non‑independent until the lookback period ends (expected mid‑Nov 2025); interim committee leadership roles should remain with independent directors .
- Prior related‑party consulting (FY2023–FY2024: $120k and $200k, respectively) is a completed but noteworthy conflict exposure; continued monitoring warranted should new advisory arrangements be proposed .
- No stock ownership guidelines: VTGN has not adopted director/officer ownership requirements, which some investors view as alignment best practice .
- Compensation mix and trend:
- Transition from consulting-linked “Other Compensation” (FY2024: $200k) to standard director pay only in FY2025, reducing conflict optics .
- Equity grants remain time-vested options; FY2025 grant size set by 0.046% of outstanding shares vs. 0.05% framework introduced in early 2024—slight calibration of equity sizing .
Director Compensation Details (Program Reference)
| Program Element | Amount/Terms |
|---|---|
| Annual cash retainer | $50,000 (non-executive directors) |
| Committee fees | Audit Chair $20k; Member $10k; Comp Chair $10k; Member $5k; CGN Chair $10k; Member $5k |
| Board Chair fee | +$30,000 |
| Annual equity | Stock options equal to 0.05% (effective Jan 1, 2024) then 0.046% (FY2025 schedule) of outstanding shares at grant; 12-month monthly vesting |
| New director one-time grant | 2x annual equity grant |
Related Party & Conflicts Summary
- Past related party: i3 Strategy Partners (Ms. Cunningham’s firm) provided pre-commercial planning and strategic advisory services to VTGN; expenses recorded: $200,000 (FY2024), $120,000 (FY2023); agreement expired March 31, 2024 .
- FY2025: Company reports no related-party transactions over materiality thresholds since April 1, 2024 .
Attendance & Meetings (Context)
- FY2025: Board met 6 times; Audit 4; Compensation 3; Corporate Governance & Nominating 7; each director ≥75% attendance; 2024 annual meeting held virtually with full director attendance .
- FY2024: Board met 8 times; Audit 4; Compensation 3; CGN 5; each director attended all their meetings .
Say-on-Pay & Shareholder Feedback (Context)
- Say‑on‑Pay (2024): >94% approval of votes cast, which the Compensation Committee interpreted as support for compensation philosophy and structure .
Clawback & Hedging Policies (Context)
- Clawback policy adopted October 2023 compliant with SEC/Nasdaq rules; applies to current/former executive officers and incentive comp tied to financial reporting measures .
- Insider trading policy includes anti‑hedging and trading window requirements for directors, officers, employees, and consultants .
Overall implication for investors: Ms. Cunningham brings valuable commercialization expertise directly aligned to VTGN’s late‑stage pipeline. The sunset of her consulting arrangement and expected independence by mid‑November 2025 mitigate prior conflict and independence concerns. The absence of ownership guidelines and continued reliance on time‑vested options (rather than performance‑conditioned director equity) are areas some governance‑focused investors may watch, but director pay levels and attendance appear reasonable and well‑disclosed .