Shawn Singh
About Shawn K. Singh
Shawn K. Singh, J.D., age 62, is President, Chief Executive Officer, and a director of Vistagen Therapeutics (VTGN). He has served as CEO since August 2009 and became President in December 2024, with 30+ years across biotech, pharma, devices, venture capital, corporate finance, IP, regulatory, and collaborations; he holds a B.A. from UC Berkeley and a J.D. from the University of Maryland School of Law and is a member of the State Bar of California . Recent pay-versus-performance shows the value of an initial $100 investment at $7.25 (FY2025), $8.42 (FY2024), and $5.85 (FY2023), alongside net losses of $51.4M (FY2025), $29.4M (FY2024), and $59.2M (FY2023) . The 2025 proxy highlights pipeline execution milestones in the registration-directed PALISADE Phase 3 program for fasedienol for social anxiety disorder (SAD) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cato BioVentures | Managing Principal | 2001–2009 | VC investing; portfolio company leadership; capital markets and strategic transactions |
| Cato Research Ltd (now Allucent) | Chief Business Officer & General Counsel | 2001–2009 | CRO business development, legal/IP, strategic collaborations |
| Echo Therapeutics | President (part-time) & Director | 2007–2009 (President), 2007–2011 (Director) | Device development/strategy; board governance |
| Hemodynamic Therapeutics | Chief Executive Officer (part-time) | 2004–2009 | Private biopharma leadership; development strategy |
| Start-Up Law | Managing Director | 2000–2001 | Strategy/legal advisory to biotech startups |
| SciClone Pharmaceuticals | Chief Business Officer | 1993–2000 | Specialty pharma commercial/BD, Greater China operations |
| Morrison & Foerster LLP | Corporate Finance Associate | 1991–1993 | Capital markets, corporate transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Echo Therapeutics | Director | 2007–2011 | Public device company board service |
Fixed Compensation
| Metric (USD) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary | $600,000 | $622,917 | $650,000 |
| Target Bonus (% of Base) | Up to 50% | Up to 50% | Up to 50% |
| Actual Bonus Paid | $0 | $325,000 | $276,250 |
Notes:
- Base salary progression per employment agreement and committee adjustments: raised to $650,000 effective Oct 2023 .
- FY2025 bonus aligned with corporate goal attainment (85%), consistent with the CEO’s bonus being solely tied to corporate goals .
Performance Compensation
Annual Cash Bonus Structure (FY2025)
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate Goals Attainment (PALISADE progress, IND-enabling, cost mgmt.) | 100% | 100% | 85% | $276,250 (85% of 50% of $650,000) |
Key FY2025 milestone components considered: advancement of PALISADE-3; initiation of PALISADE-4 and repeat-dose study; IND-enabling steps for itruvone/PH80; G&A and expense management .
Equity Incentives (Options)
| Grant Date | Type | Shares | Exercise Price | Vesting | Expiration | Grant-Date FV |
|---|---|---|---|---|---|---|
| 6/24/2024 | Stock Option | 500,000 | $3.23 | Monthly over 3 years; fully vested 6/24/2027 | 6/24/2034 | $1,551,432 (ASC 718) |
Option valuation assumptions (Black-Scholes): market price $3.25, risk-free 4.22%, volatility 167.17%, expected term 5.77 years, FV $3.10 per share .
Historical grants (selected): multiple legacy options with strike prices $11.94–$53.10 expiring 2026–2032 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 332,355 shares; 1.10% of outstanding |
| Breakdown | 38,903 common shares (incl. 20,875 via 1997 Singh Family Trust) + options exercisable within 60 days for 293,452 shares |
| Outstanding Options (3/31/2025) | 207,341 exercisable; 375,000 unexercisable |
| Ownership Guidelines | Company has no formal equity ownership policy |
| Anti-Hedging | Insider Trading Policy prohibits short sales and includes anti-hedging provisions |
| Pledging | No pledging disclosure in proxy |
| ESPP Participation | Purchased 167 shares at $1.5895 (6/30/2023), 167 at $4.37 (12/31/2023), 4,854 at $2.958 (6/30/2024); met annual $25,000 Code limit, thus no Dec 2024 purchase |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Dated April 28, 2010; amended June 22, 2016 |
| Base Salary History | Adjusted from $347,500 → $395,000 (2016), then $477,000 (Jul 2018), $498,000 (Apr 2019), $550,000 (Jan 2021), $600,000 (Jan 2022), $650,000 (Oct 2023) |
| Annual Bonus Eligibility | Up to 50% of base salary; discretionary by Compensation Committee |
| Severance (Termination w/o Cause) | 12 months base salary continuation; pro-rated earned bonus; 12 months COBRA reimbursement |
| Change-of-Control Mechanics | If he resigns for “good reason” after a change of control, 12 months base salary continuation . If terminated without cause within 12 months post-CoC, remaining unvested options fully vest; if successor does not assume options, all options fully vest |
| CoC Definition | Beneficial owner ≥50% voting power; sale of substantially all assets; or merger/reorg where pre-transaction holders own <50% post-transaction |
| Clawback | Board-adopted policy (Oct 2023) compliant with Rule 10D-1/Nasdaq 5608 for restatements; applies to current/former executive officers |
| 401(k) Plan | Qualified plan; no discretionary employer contributions to date |
Board Governance
- Board Chair is independent (Margaret M. FitzPatrick). Roles for CEO and Chair are separated; Board may revisit structure in future .
- Singh is a non-independent director nominee; not listed as a member of Audit, Compensation, or Corporate Governance & Nominating Committees .
- Director independence: majority independent under Nasdaq rules . Board and committee meeting attendance: each director attended ≥75% of applicable meetings in FY2025; Board met six times, Audit four, Compensation three, Governance seven .
- 2024 Say-on-Pay approval was >94% of votes cast, indicating strong support for NEO pay structure .
Pay vs Performance Snapshot
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| PEO SCT Total Compensation | $600,000 | $947,917 | $2,477,682 |
| Compensation Actually Paid (PEO) | $225,350 | $1,175,054 | $2,063,866 |
| Value of $100 Investment (TSR) | $5.85 | $8.42 | $7.25 |
| Net Income (Loss) | $(59,247,700) | $(29,362,000) | $(51,418,000) |
Related Party Transactions (Governance signals)
- FY2023: Consulting agreements with board members’ firms (FitzPatrick & Co LLC: $165,000; i3 Strategy Partners: $120,000 + $10,000/month afterward). Disclosed and governed under related-party policy; affects independence tracking but members serving on committees remained independent per Nasdaq standards .
Compensation Structure Analysis
- FY2025 saw a step-up in equity grants to NEOs after shareholders increased the 2019 Plan share reserve to 5.0 million (May 29, 2024), with Singh receiving 500,000 options; grants vest over 3 years, aligning retention with pipeline milestones .
- No PSUs/RSUs or performance share awards granted; the 2019 Plan permits performance awards, but none have been granted to date .
- Option repricing is prohibited under the plan, limiting shareholder-unfriendly adjustments .
- CEO bonus tied solely to corporate goals; FY2025 payout at 85% reflects partial goal attainment—reducing discretionary risk and tying payouts to operational milestones .
Compensation Committee and Peer Benchmarking
- Compensation Committee (independent directors) oversees philosophy, goals, and awards; uses a compensation consultant and peer-group benchmarking input; specific peer group not disclosed .
Equity Ownership & Director Compensation (Board context)
- Director compensation plan: $50,000 annual retainer; Chair premium $30,000; committee chair/member fees; annual option grants (example FY2025: 14,100 options per non-executive director; Black-Scholes FV ~$43,726 each) .
Investment Implications
- Alignment: Monthly vesting of 500,000 CEO options through June 2027 supports retention; clawback policy adds discipline; CEO bonus linked to corporate goals reduces discretionary payout risk .
- Selling pressure watch: Regular monthly vesting plus ESPP participation can create periodic liquidity events; monitor Form 4s and 10b5-1 plans around vest dates for potential supply .
- Change-of-control terms: Single/double-trigger features (good reason post-CoC; acceleration on termination within 12 months or non-assumption) can make M&A more feasible but may accelerate dilution via option vesting—consider in event risk scenarios .
- Governance: Strong say-on-pay support (>94%) and separation of Chair/CEO roles mitigate independence concerns; related-party consulting in FY2023 warrants continued monitoring but is disclosed under policy .
- Performance risk: TSR and net losses reflect development-stage profile; compensation increases in FY2025 tied to plan expansion and talent retention amid Phase 3 execution; investors should map bonus goal attainment (85% FY2025) and Phase 3 readouts (PALISADE-3 topline expected Q4 of the year; PALISADE-4 H1 2026) to future compensation outcomes and potential valuation inflections .