Jon Saxe
About Jon S. Saxe
Independent director since 2000; former Chair of the Board until October 2023; currently Audit Committee Chair and designated Audit Committee financial expert under SEC rules. Age 89; degrees include B.S.Ch.E. (Carnegie Mellon), J.D. (George Washington University), LL.M. (New York University), and a Certificate in Management (Duke/Fuqua) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PDL BioPharma | President and Director | 1989–2008 | Senior executive and board experience |
| Synergen, Inc. (acquired by Amgen) | President, CEO, Director | 1989–1993 | Led biotech operations and strategy |
| Hoffmann–La Roche | VP, Licensing & Corporate Development | 1984–1989 | Transactions and strategic partnerships |
| Hoffmann–La Roche | Head of Patent Law | 1978–1989 | IP strategy and legal leadership |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| K2x Technology and Life Sciences | Lead Director | Private | Governance oversight |
| Epalex Corporation | Chair of the Board | Private | Board leadership |
| Aether, Inc. | Director | Private | Life sciences focus |
| Achelios Therapeutics, Inc. | Director | Private | Life sciences focus |
| Arbor Vita Corporation | Director | Private | Life sciences focus |
| NuvOx Pharma, LLC | Director | Private | Life sciences focus |
| Trellis Bioscience, Inc. | Director | Private | Life sciences focus |
| InGeneron, Inc. | Board Observer | Private | Board-level information flow |
| Renexxion, Inc. | Board Observer | Private | Board-level information flow |
| Prior public company boards | Director | Public | ID Biomedical, Sciele Pharmaceuticals, Amalyte, Cell Pathways, Lumos Pharma, etc. |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee Member; not on Corporate Governance & Nominating Committee .
- Independence: Classified “independent” by Nasdaq Rule 5605(a)(2) .
- Financial expertise: Identified Audit Committee financial expert; possesses requisite financial sophistication .
- Attendance: In FY2024, each director attended all Board and committee meetings upon which they served .
- Tenure and leadership: Director since 2000; Board Chair until October 2023 .
Fixed Compensation
| Fiscal Year | Director Annual Retainer (Plan) | Chair/Membership Fees (Plan) | Fees Paid in Cash (Actual) | Notes |
|---|---|---|---|---|
| FY2025 | $50,000 | Audit Chair $20,000; Audit Member $10,000; Comp Chair $10,000; Comp Member $5,000; Board Chair add’l $30,000 | $75,000 (Saxe) | Cash fees paid quarterly |
| FY2024 | $50,000 | Audit Chair $20,000; Audit Member $10,000; Comp Chair $10,000; Comp Member $5,000; Board Chair add’l $30,000 | $71,250 (Saxe) | Cash fees paid quarterly |
Performance Compensation
| Fiscal Year | Equity Framework | Grant Date | Shares Granted | Exercise Price | Fair Value per Share | ASC 718 Grant-Date Fair Value | Vesting | Expected Term | Volatility |
|---|---|---|---|---|---|---|---|---|---|
| FY2025 | Annual options sized at 0.046% of outstanding shares | 9/6/2024 | 14,100 (Saxe) | $3.25 | $3.10 | $43,726 (Saxe) | Equal monthly over 12 months | 5.20 years (expected) | 131.73% |
| FY2024 | Annual options sized at 0.05% of outstanding shares (updated plan) | 3/4/2024 | 12,500 (Saxe) | $4.85 | $4.6493 | $58,117 (Saxe) | Equal monthly over 12 months | 5.27 years (expected) | 173.63% |
- Plan terms: Options must have an exercise price ≥ fair market value on grant date; term cannot exceed 10 years; Compensation Committee may set vesting and performance conditions, though no performance awards were granted as of March 31, 2024 . In FY2024, options granted to non-NEO employees and directors had a 10-year term .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; no member has interlocking relationships with executive officers/directors of another entity .
- Board leadership structure separates CEO and Chair roles; Board holds executive sessions and conducts risk oversight via Audit Committee .
Expertise & Qualifications
- Audit and financial oversight; designated Audit Committee financial expert .
- Senior operating and legal/IP experience across large pharma and biotech (Roche, PDL, Synergen) .
- Academic credentials: B.S.Ch.E., J.D., LL.M., and Duke/Fuqua management certificate .
Equity Ownership
| As of | Common Shares Owned | Options (Registered) | Exercisable Options | Total Beneficial Ownership | Percent of Shares Outstanding |
|---|---|---|---|---|---|
| March 31, 2025 | 1,858 | 49,437 | 44,150 | 51,295 (beneficially owned) | <1% (asterisk) |
| July 16, 2024 | 1,858 | 35,337 | 22,837 | 30,945 (beneficially owned) | <1% (asterisk) |
- Pledging/Hedging: No pledging or hedging disclosures for Mr. Saxe in the proxy .
- Ownership guidelines: Director stock ownership guidelines not disclosed; compliance status not disclosed .
Governance Assessment
-
Positive signals:
- Long tenure, deep sector expertise, and service as Audit Chair with SEC-defined financial expert designation support board effectiveness in financial oversight .
- Independence affirmed by Nasdaq criteria; 100% meeting attendance in FY2024 indicates engagement .
- No compensation committee interlocks and no related-party transactions involving Mr. Saxe disclosed, reducing conflict risk .
-
Pay and alignment:
- Director compensation mixes cash retainers with at-risk equity via annual options sized to outstanding shares; vest monthly over 12 months, with market-priced strikes, aligning with shareholder outcomes .
- Beneficial ownership remains <1%, with most exposure via stock options rather than large common share holdings, which implies alignment primarily through option-based incentives .
-
Shareholder feedback:
- 2024 say‑on‑pay passed strongly (13,758,902 For; 842,393 Against; 93,973 Abstain). Director elections showed robust support for Saxe (14,218,617 For; 476,651 Withheld) .
-
RED FLAGS to monitor:
- Board refreshment: Advanced age (89) raises succession planning and committee leadership continuity considerations .
- Equity concentration in options: Continued reliance on options vs. RSUs/stock ownership may reduce downside alignment if options remain out-of-the-money; no indication of option repricing in the proxy, but monitor for any modifications in future filings .
Related-Party Transactions (focus on conflicts)
- No related-party transaction disclosures for Mr. Saxe; other directors had consulting relationships disclosed in prior year (e.g., FitzPatrick & Co., i3 Strategy Partners), which were terminated by October 2023/March 2024, respectively; none implicate Mr. Saxe .
Compensation Structure Details (director plan mechanics)
- Cash: Director annual retainer $50,000; Audit Chair $20,000; Compensation Chair $10,000; Corporate Governance Chair $10,000; Board Chair add’l $30,000 .
- Equity: Annual option grant equal to 0.046% (FY2025) or 0.05% (FY2024) of outstanding shares on grant date; vest monthly over 12 months; exercise price at market; term ≤10 years .
Attendance and Engagement
- FY2024 Board: 8 meetings; Audit Committee: 4; Compensation Committee: 3; Corporate Governance & Nominating: 5; all directors attended all meetings of the Board/committees on which they served .
Committee Assignments (FY2025)
| Director | Audit | Compensation | Corporate Governance & Nominating |
|---|---|---|---|
| Jon S. Saxe | Chair | Member | — |
This analysis relies on VTGN’s DEF 14A (2025, 2024) and 8‑K voting results for governance and compensation disclosures.