Joanne Curley
About Joanne Curley
Joanne Curley, Ph.D., is an independent director at Vistagen (VTGN), serving on the Board since April 2021. She is 57 years old, with 25+ years in pharmaceutical development and commercialization, including R&D governance; she holds a B.Sc. in Physics and Chemistry (Trinity College Dublin), a Ph.D. in Polymer Science and Engineering (UMass Amherst), and completed a post-doc at MIT/Harvard Medical School focused on long-acting biodegradable formulations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vera Therapeutics (Nasdaq: VERA) | Chief Development Officer | Mar 2020 – Oct 2023 | Led development functions; retirement Oct 2023 . |
| Gilead Sciences (Nasdaq: GILD) | Director-level roles; led Project & Portfolio Management with oversight across four therapeutic areas; R&D governance | Jun 2005 – Mar 2020 | Oversaw development pipeline; portfolio grew from 4 to 17 commercial antivirals during tenure . |
| Nektar Therapeutics (Nasdaq: NKTR) | Aerosol formulation scientist; project leader | Prior to 2005 | Early formulation and project leadership roles . |
External Roles
| Company/Institution | Role | Public/Private | Notes |
|---|---|---|---|
| None disclosed in VTGN 2025/2024 proxies | — | — | No other public company directorships disclosed in Curley’s biography . |
Board Governance
- Independence: The Board determined Dr. Curley is independent under Nasdaq Listing Rule 5605(a)(2) .
- Committee assignments (FY2025): Corporate Governance & Nominating Committee member (not chair) .
- Tenure: Appointed April 2021; nominated for re-election in 2025 proxy .
- Board leadership context: Chair and CEO roles are separated; Chair role held by Margaret FitzPatrick (since Oct 2023) .
- Attendance: In Fiscal 2024, each director attended all Board and applicable committee meetings; Curley served on the Corporate Governance & Nominating Committee in that period .
| Governance Attribute | Detail |
|---|---|
| Independence | Independent director under Nasdaq rules . |
| Committees | Corporate Governance & Nominating Committee (member since appointment) . |
| Attendance (FY2024) | 100% for all directors and all committees served . |
| Years on Board | Since April 2021 . |
Fixed Compensation
- Director fee structure (effective Jan 1, 2024): Annual cash retainer $50,000; additional fees: Board Chair $30,000; Audit Chair $20,000 / Member $10,000; Compensation Chair $10,000 / Member $5,000; Corporate Governance & Nominating Chair $10,000 / Member $5,000 .
- Cash fees are payable quarterly .
| Metric | Fiscal 2024 | Fiscal 2025 |
|---|---|---|
| Fees Paid in Cash (USD) | $55,000 | $55,000 |
| Option Awards (ASC 718 Fair Value, USD) | $58,117 | $43,726 |
| Total Director Compensation (USD) | $113,117 | $98,726 |
Performance Compensation
- Equity awards vest in equal monthly installments over 12 months from grant date under the Director Compensation Plan .
- 2024 annual grant sized per plan updates; 2025 grant made September 6, 2024 with detailed assumptions .
| Grant Date | Instrument | Shares Granted | Exercise Price | Grant-Date Market Price | Fair Value per Share | Total Fair Value | Vesting | Assumptions (key) |
|---|---|---|---|---|---|---|---|---|
| Mar 4, 2024 | Stock Options | 12,500 | $4.85 | $4.85 | $4.6493 | $58,117 | Monthly over 12 months | Risk-free 4.17%; Expected term 5.27 yrs; Volatility 173.63%; Dividend 0% . |
| Sep 6, 2024 | Stock Options | 14,100 | $3.25 | $3.25 | $3.10 | $43,726 | Monthly over 12 months | Risk-free 3.49%; Expected term 5.20 yrs; Volatility 131.73%; Dividend 0% . |
Notes: Annual equity awards to non-executive directors are set at 0.05% of shares outstanding on grant date post Jan 1, 2024 plan update .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in VTGN proxies . |
| Committee roles at other companies | Not disclosed . |
| Interlocks (executive/compensation committee overlaps) | Compensation Committee interlocks section reported no interlocking relationships among current committee members; Curley is not on the Compensation Committee . |
Expertise & Qualifications
- Drug development and R&D governance: Led Project and Portfolio Management at Gilead, overseeing multi-TA pipeline growth from 4 to 17 approved antivirals .
- Development leadership: Former CDO at Vera; prior formulation and program leadership at Nektar .
- Education: B.Sc. (Physics & Chemistry, Trinity College Dublin); Ph.D. (Polymer Science & Engineering, UMass Amherst); Post-doc (MIT/Harvard Medical School) focused on long-acting biodegradable formulations .
Equity Ownership
- Ownership guidelines: The company discloses no equity ownership policy; directors and NEOs are beneficial owners of common stock .
- Anti-hedging: Insider Trading Policy includes anti-hedging provisions; prohibits short sales by employees, officers, directors .
Beneficial Ownership (as of proxy record date)
| Item | As of Apr 9, 2024 |
|---|---|
| Beneficially owned shares (incl. options exercisable within 60 days) | 8,959 |
| Ownership % of outstanding shares | <1% |
Option Holdings
| Date | Options Outstanding | Exercisable | Unexercisable |
|---|---|---|---|
| Mar 31, 2024 | 18,834 | 5,834 | 13,000 |
| Mar 31, 2025 | 32,934 | 27,147 | 5,787 |
Pledging: No pledging disclosures for Curley noted; anti-hedging policy prohibits short sales but proxies do not explicitly mention anti-pledging provisions .
Governance Assessment
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Strengths for investor confidence:
- Independent director with deep R&D governance experience spanning development to commercialization; complements VTGN’s clinical-to-commercial transition .
- Sustained committee engagement (Corporate Governance & Nominating), with 100% attendance reported in FY2024, indicating strong engagement and reliability .
- Compensation alignment through at-risk equity (annual option grants vesting over 12 months); 2024–2025 awards sized with transparent Black-Scholes assumptions; no discretionary cash beyond standard fees .
- No related-party transactions involving Curley disclosed in FY2024–FY2025 proxies (contrast: consulting payments disclosed for other directors), reducing conflict risk .
-
Watch items:
- No director stock ownership guidelines—common among micro/small caps but reduces formal “skin-in-the-game” targets; reliance on options for alignment .
- Anti-hedging policy prohibits short sales; no explicit anti-pledging disclosure—monitor for future enhancements .
- No current chair roles; influence is via governance committee membership rather than leadership positions .
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Red Flags: None specifically tied to Curley identified in reviewed filings. No attendance, compensation anomalies, or related-party transactions disclosed for Curley .