Maggie FitzPatrick
About Maggie FitzPatrick
Margaret M. (“Maggie”) FitzPatrick, age 59, has served on Vistagen’s Board since July 2021 and as Board Chair since October 2023. She is Founder of FitzPatrick & Co., LLC, and previously held senior corporate affairs and communications roles at Exelon (2016–2020), Johnson & Johnson (2013–2016), and Cigna (2010–2013), and was EVP at APCO Worldwide. She holds a B.A. (Syracuse University) and an M.A. in Public Policy (George Washington University), completed Harvard Business School’s program for corporate directors (2018), is an NACD Certified Director, and serves on NACD’s Board Advisory Services faculty .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | SVP, Corporate Affairs, Philanthropy & Customer Engagement | 2016–2020 | Led corporate affairs and stakeholder engagement for diversified clean energy leader |
| Johnson & Johnson | Global Chief Communications Officer | 2013–2016 | Oversaw global communications for top-tier healthcare company |
| Cigna | Global Chief Communication Officer & President of the Foundation | 2010–2013 | Directed communications and charitable foundation strategy |
| APCO Worldwide | Executive Vice President | Not disclosed | Counseled executives on major global reputation efforts |
External Roles
| Organization | Role | Committee/Focus | Notes |
|---|---|---|---|
| AN2 Therapeutics, Inc. (Nasdaq: ANTX) | Lead Independent Director | Nominating & Corporate Governance Committee | Current public company directorship |
| NACD | Certified Director; Faculty member | Board Advisory Services | Credentials and governance training role |
Board Governance
- Board Chair; independent director under Nasdaq rules .
- Committee assignments: Compensation Committee (member); Corporate Governance & Nominating Committee (member) .
- Attendance: In FY2025, the Board met 6 times; committees met 4 (Audit), 3 (Compensation), 7 (Governance); each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting (virtual) .
- Board leadership: CEO and Chair roles are separated; Chair sets agendas and presides over meetings .
- Compensation Committee Interlocks: None; no interlocking relationships reported .
- Independence determination: Board affirmed FitzPatrick’s independence as of the proxy date .
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard director retainer |
| Board Chair fee | $30,000 | Additional fee for serving as Chair |
| Compensation Committee – member | $5,000 | Annual committee member fee |
| Corporate Governance & Nominating – member | $5,000 | Annual committee member fee |
| Total cash fees (FY2025) | $90,000 | Matches Director Compensation Table |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Exercise Price | Fair Value | Vesting | FY2025 Amount |
|---|---|---|---|---|---|---|
| Sep 6, 2024 | Stock Options | 14,100 | $3.25 | $43,726 | Monthly over 12 months | $43,726 |
| Policy | Annual Options | 0.046% of shares outstanding | — | — | Monthly over 12 months | Plan formula |
- Director equity awards are time-based stock options; no PSUs/RSUs or performance-contingent awards disclosed for directors; all awards vest ratably monthly over 12 months .
- The Compensation Committee has not granted performance awards under the 2019 Plan (at March 31, 2025) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict | Evidence |
|---|---|---|---|
| AN2 Therapeutics (ANTX) | Lead Independent Director | None disclosed with VTGN suppliers/customers | Proxy biography; no related party transaction noted |
- Related-party transactions: None involving directors since April 1, 2024 above disclosure thresholds; Audit Committee policy requires approval of related person transactions .
Expertise & Qualifications
- Corporate governance leadership (Board Chair, NACD Certified Director, NACD faculty) .
- Healthcare and pharmaceutical communications expertise (J&J, Cigna; APCO advisory) .
- Stakeholder engagement and corporate affairs (Exelon) .
- Education: B.A. (English & Policy Studies), M.A. (Public Policy); HBS corporate directors program .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (options exercisable within 60 days of July 16, 2025) | 32,434 | <1% of outstanding; options only |
| Options held at March 31, 2025 | 32,434 | Of which 27,147 were exercisable |
- Equity ownership policy: Company has no formal stock ownership guidelines for directors; nevertheless, directors are beneficial owners of VTGN equity .
- Hedging/short sales: Insider Trading Policy prohibits short sales; trading limited to windows or pre-approved plans .
- Pledging: No pledging disclosures noted for directors in proxy .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval | Notes |
|---|---|---|
| 2024 annual meeting | >94% of votes cast in favor | Excludes broker non-votes and abstentions |
Governance Assessment
- Strengths: Independent Board Chair; active participation on compensation and governance committees; strong attendance; robust anti-hedging policy; no related-party transactions; clear director fee structure and transparent equity grants .
- Alignment: Cash fees reflect Chair role and committee work; equity awards are modest, formula-based (0.046% of outstanding), and time-based vesting, aligning service with shareholder value without excessive risk .
- Shareholder sentiment: High prior Say‑on‑Pay support (>94%) suggests constructive investor confidence in compensation governance .
- Potential risks/RED FLAGS to monitor:
- Multi‑board commitments: External public board (ANTX) — monitor time commitments, but no interlocks or related transactions disclosed .
- Future committee reshuffling post-retirement of Compensation Chair (Dr. Gin) — Board indicated reassignments; monitor for concentration of roles or independence impacts .
- Absence of director ownership guidelines — while not uncommon at small/mid‑cap biotech, some investors prefer minimum ownership standards; company states no policy .
- Option‑only director equity without performance metrics — standard for many boards but less performance‑conditioned than PSUs; mitigated by time‑based vesting and modest grant sizing .
Net: FitzPatrick’s profile and governance posture are supportive of board effectiveness and investor confidence, with transparent compensation and independence, and limited conflict exposure based on current disclosures .