Paul Edick
About Paul R. Edick
Appointed to Vistagen’s Board on October 27, 2025 (8-K filed October 29, 2025), with concurrent appointments to the Audit and Compensation Committees; his term runs until the next annual meeting or until a successor is elected . He most recently served as Chairman and CEO of Xeris Pharmaceuticals (January 2017–August 2024; thereafter a senior advisor), and previously was CEO of Durata Therapeutics (acquired by Actavis) with additional leadership roles at Ganic Pharmaceuticals, MedPointe Healthcare, and as Founding Partner of 3G Advisors . An indemnification agreement provides expense advancement and robust protection typical for public company directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xeris Pharmaceuticals | Chairman & Chief Executive Officer; Senior Advisor (post-retirement) | Jan 2017–Aug 2024 (CEO/Chair); Senior Advisor thereafter | Led through product development, financings, and strategic initiatives . |
| Durata Therapeutics | Chief Executive Officer | 2010–2014 | Led company through to acquisition by Actavis PLC . |
| 3G Advisors | Founding Partner | Not disclosed | Strategic advisory to pharma and healthcare investors . |
| Ganic Pharmaceuticals | Senior leadership | Not disclosed | Pharmaceutical leadership roles (details not disclosed) . |
| MedPointe Healthcare | Senior leadership | Not disclosed | Pharmaceutical leadership roles (details not disclosed) . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Milestone Pharmaceuticals | Director (prior) | Not disclosed | Board experience cited by VTGN . |
| Iterum Therapeutics | Director (prior) | Not disclosed | Board experience cited by VTGN . |
| Durata Therapeutics | Director (prior) | Not disclosed | Also CEO; acquired by Actavis . |
| PDL BioPharma | Director (prior) | Not disclosed | Board experience cited by VTGN . |
| Neos Therapeutics | Director (prior) | Not disclosed | Board experience cited by VTGN . |
| NewLink Genetics | Director (prior) | Not disclosed | Board experience cited by VTGN . |
| Circassia Pharmaceuticals | Director (prior) | Not disclosed | Board experience cited by VTGN . |
| Sucampo Pharmaceuticals | Director (prior) | Not disclosed | Board experience cited by VTGN . |
| Life Cycle Pharma | Director (prior) | Not disclosed | Board experience cited by VTGN . |
| Amerita | Director (prior) | Not disclosed | Board experience cited by VTGN . |
| Informed Medical Communications | Director (prior) | Not disclosed | Board experience cited by VTGN . |
Board Governance
- Committee assignments: Audit Committee member and Compensation Committee member effective with appointment on Oct 27, 2025 .
- Independence framework: VTGN applies Nasdaq independence standards; a majority of the Board was independent as of the 2025 proxy, and committee compositions are structured accordingly; the Board evaluates independence per Nasdaq Rule 5605(a)(2) .
- Board engagement context: In FY2025 the Board met 6 times; Audit 4; Compensation 3; Governance 7; all then-serving directors met at least 75% attendance (pre-dating Mr. Edick’s appointment) .
- Indemnification: Individual indemnification agreement includes expense advancement, change-of-control trust funding provisions, and non-exclusivity of rights, signaling robust D&O protection standard for directors .
Fixed Compensation
| Element | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (Director) | $50,000 (paid quarterly) | 2025 Proxy |
| Committee fees – Audit (Member) | $10,000 | 2025 Proxy |
| Committee fees – Compensation (Member) | $5,000 | 2025 Proxy |
| Chair premiums | $30,000 Board Chair; $20,000 Audit Chair; $10,000 Comp Chair; $10,000 Gov/Nom Chair | 2025 Proxy |
| Effective plan | Director Compensation Plan in effect during FY2025 (equity awards under 2019 Plan) | 2025 Proxy |
Mr. Edick is entitled to cash compensation under the Director Compensation Plan; amounts are determined by the role(s) he holds (Director; Audit member; Compensation member) .
Performance Compensation
| Grant/Program | Terms | Vesting | Valuation/Exercise | Source |
|---|---|---|---|---|
| Initial Option Grant upon Appointment | 35,200 options under 2019 Plan | Equal annual installments over 3 years, starting 1-year anniversary of 10/27/2025 | Exercise price $3.90 (closing price on 10/27/2025); 10-year term | 8-K |
| Ongoing Director Equity Framework | One-time new director grant = 2x annual grant; annual grant each year = 0.046% of shares outstanding on grant date; directors typically receive stock options | Awards vest monthly over 12 months from grant date | Issued under 2019 Plan (or successor) | 2025 Proxy |
Mr. Edick’s initial grant uses a 3-year annual vesting schedule per his 8-K, which differs from the monthly vesting schedule described for typical annual director awards in the proxy .
Other Directorships & Interlocks
- VTGN discloses no arrangements/understandings for his selection, no family relationships with directors or officers, and no transactions requiring Item 404(a) disclosure with Mr. Edick .
- VTGN states it had no related-party transactions since April 1, 2024 meeting its materiality threshold .
Expertise & Qualifications
- Deep biopharma operating and board experience across development, FDA approvals, commercialization, financings, and M&A; CEO track record at Xeris and Durata with successful exit at Durata .
- Governance-ready profile evidenced by immediate placement on Audit and Compensation Committees .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Initial option grant | 35,200 options at $3.90 strike; 10-year term; 3-year annual vesting | |
| Anti-hedging policy | Insider Trading Policy includes anti-hedging provisions; short sales prohibited | |
| Ownership guidelines | VTGN has no stock ownership policy at this time | |
| Beneficial ownership | Not disclosed for Mr. Edick in the July 16, 2025 cap table (appointment occurred after record date) |
Governance Assessment
-
Positives for investor confidence:
- Immediately assigned to key oversight committees (Audit and Compensation), aligning his background with financial discipline and pay oversight .
- Strong operating pedigree (commercial, capital markets, M&A) likely to enhance board effectiveness as VTGN navigates late-stage trials and potential commercialization .
- No related-party transactions or selection arrangements disclosed; clean independence framework and policies (anti-hedging) in place .
-
Watch items / potential red flags:
- Company maintains no director stock ownership guidelines, which may limit explicit long-term alignment signaling despite equity grants .
- Director equity is option-heavy; while performance-oriented, options can be repriced/modified at some companies—no such actions are disclosed at VTGN, but continued monitoring is warranted (VTGN outlines plan terms; no performance-vesting awards for directors disclosed) .
- Independence designation for Mr. Edick not explicitly stated in filings; however, committee appointments typically require independence under Nasdaq rules; confirm in the next proxy .
-
Contextual shareholder signals:
- Say-on-Pay support at the 2024 annual meeting was >94%, indicating general shareholder support for VTGN’s compensation approach (applies to NEOs, not directors) .
Appendix: Key Documents
- VTGN 8-K appointing Paul R. Edick (committees, compensation, indemnification agreement, press release) .
- VTGN 2025 DEF 14A (director fee schedule; independence framework; board/committee activity; anti-hedging; related party policy) .