Mary Rotunno
About Mary L. Rotunno
Independent director at Vistagen since July 2021; age 65 as of the proxy date. Former General Counsel of El Camino Health (Jan 2014–Mar 2024) and member of its Executive Leadership Team since Aug 2015; prior senior legal roles at CommonSpirit (formerly Dignity Health) for over 11 years, Varian Medical Systems, Manatt, Phelps & Phillips, Golden Living, and Pillsbury Winthrop Shaw Pitman. Education: B.S. in Nursing (with honors), University of Illinois; J.D., cum laude, UC Hastings; certifications/training include NACD, Stanford Directors College, Women’s Corporate Board Readiness (Santa Clara), Hastings Leadership Academy for Women, and Dignity Health Ministry Leadership. Selected for governance, regulatory and compliance expertise, value-based care insights, scenario planning and enterprise risk management perspective .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| El Camino Health | General Counsel; Executive Leadership Team member | Jan 2014–Mar 2024; Exec Team since Aug 2015 | Senior legal leadership for health system |
| CommonSpirit (formerly Dignity Health) | Senior Counsel and Client Service Leader | Over 11 years prior to joining El Camino Health | Legal counsel to large health system |
| Varian Medical Systems | Legal roles | Not disclosed | Not disclosed |
| Manatt, Phelps & Phillips | Legal roles | Not disclosed | Not disclosed |
| Golden Living | Legal roles | Not disclosed | Not disclosed |
| Pillsbury Winthrop Shaw Pitman | Legal roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Momentum for Health (San Jose, CA) | Chair, Compensation Committee | Current (disclosed) | Compensation oversight at healthcare provider |
| Public company boards | None disclosed in the proxy for Ms. Rotunno | As of 2025 proxy | — |
Board Governance
- Committee assignments (FY2025): Chair, Corporate Governance & Nominating Committee; Member, Audit Committee .
- Independence: Determined independent under Nasdaq Listing Rule 5605(a)(2) .
- Attendance/engagement: Board met 6x; Audit 4x; Compensation 3x; Nominating 7x; each director attended at least 75% of applicable meetings; all directors attended the 2024 virtual annual meeting .
- Board structure: Independent Chair (Margaret M. FitzPatrick); CEO and Chair roles separated .
- Forthcoming change context: Ms. Cunningham expected to become “independent” under Nasdaq rules in mid‑Nov 2025 if re‑elected, maintaining majority independence .
Fixed Compensation
| Component | Detail | Amount |
|---|---|---|
| Annual cash retainer | Director cash fee | $50,000 |
| Committee chair fee | Corporate Governance & Nominating Committee Chair | $10,000 |
| Committee member fee | Audit Committee member | $10,000 |
| Cash actually paid (FY2025) | Fees paid in cash | $70,000 |
| Meeting fees | Not disclosed/none indicated | — |
2025 Director compensation summary (individual):
| Name | Fees Paid in Cash | Option Awards (Grant‑date fair value) | Total |
|---|---|---|---|
| Mary L. Rotunno, J.D. | $70,000 | $43,726 | $113,726 |
Performance Compensation
Annual director equity is delivered as stock options vesting in equal monthly installments over 12 months; one‑time initial grant upon appointment equals 2x annual; annual grant equals 0.046% of common shares outstanding at grant date .
Rotunno FY2025 equity grant details:
| Grant Date | Instrument | Shares | Exercise Price | Fair Value | Vesting | Valuation Assumptions |
|---|---|---|---|---|---|---|
| 9/6/2024 | Stock options | 14,100 | $3.25 | $43,726 | 12 equal monthly installments beginning grant date | Risk‑free 3.49%; Term 5.20 yrs; Volatility 131.73%; Div 0%; FV/share $3.10 |
Notes:
- Company states it does not time equity grants around material non‑public information; no exec equity grants occurred during blackout‑adjacent windows in FY2025 .
- The plan permits performance awards, but none were granted as performance awards as of March 31, 2025; director option grants are time‑based .
Other Directorships & Interlocks
| Entity | Relationship to VTGN | Potential Interlock/Conflict |
|---|---|---|
| Momentum for Health (non‑profit healthcare provider) | External board service; no disclosed VTGN transactions | None disclosed; no related‑party transactions since Apr 1, 2024 |
| Public company boards | None disclosed for Ms. Rotunno | — |
Expertise & Qualifications
- Legal/regulatory and compliance leadership across health systems; advocate for patients/providers; scenario planning and enterprise risk management expertise .
- Education/certifications: B.S. Nursing (with honors) Univ. of Illinois; J.D. cum laude UC Hastings; NACD certification; Stanford Directors College; Women’s Corporate Board Readiness (Santa Clara); Hastings Leadership Academy for Women; Dignity Health Ministry Leadership Program .
Equity Ownership
Beneficial ownership (record date July 16, 2025):
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Mary L. Rotunno, J.D. | 32,434 (options exercisable within 60 days) | <1% |
Vested vs. unvested (as of March 31, 2025):
| Metric | Shares |
|---|---|
| Options held | 32,434 |
| Exercisable (vested) | 27,147 |
| Unvested | 5,287 |
Alignment policies:
- Stock ownership guidelines: None; company states no equity ownership policy .
- Anti‑hedging/insider trading: Policy with specific anti‑hedging provisions; prohibits short sales; trading windows and 10b5‑1 usage described .
- Clawback policy: Adopted Oct 2023; applies to current/former executive officers for incentive compensation tied to financial reporting measures; not directed at directors .
- Pledging: No pledging by Ms. Rotunno disclosed; no related‑party transactions with her since Apr 1, 2024 .
Governance Assessment
Strengths
- Independent director; chairs Corporate Governance & Nominating and serves on Audit—positions central to governance quality and oversight .
- Strong healthcare legal and compliance background; adds risk management and regulatory depth to the board .
- Attendance: At least 75% of board and committee meetings; board and committee cadence indicates active oversight .
- No related‑party transactions involving Ms. Rotunno; Audit Committee maintains related‑party approval policy .
- Insider‑trading/anti‑hedging policy and executive clawback framework in place at the company level .
Watch items / RED FLAGS
- No stock ownership guidelines for directors—potential alignment gap relative to best practices .
- Director equity is time‑based stock options (12‑month vest) rather than performance‑conditioned equity; while common for small‑cap biotech, it provides limited performance linkage .
- Director grants are not governed by a formal timing policy (company states it does not time grants; none near blackout periods in FY2025)—continue to monitor grant‑timing disclosures annually .
Shareholder signals
- Say‑on‑pay (2024) received over 94% support, suggesting broad investor approval of compensation approach at that time .