Karen McGinnis
About Karen McGinnis
Independent director since August 2020; age 58 as of March 31, 2025. Certified Public Accountant with a bachelor’s degree in accounting from the University of Oklahoma. Former Chief Accounting Officer at Illumina and Mad Catz CFO/CEO; extensive finance and audit background qualifies her as an audit committee financial expert at ABSI. Tenure on ABSI’s board: ~5 years; Class I director re‑elected June 11, 2025 with 99.2% “For” of votes cast (excluding broker non-votes).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Illumina, Inc. | VP & Chief Accounting Officer | Nov 2017 – Apr 2, 2021 | Led accounting; SOX/internal controls background supportive of audit leadership at ABSI. |
| Mad Catz Interactive Inc. | CEO & President; CFO | Feb 2016 – Mar 2017; Jun 2013 – Feb 2016 | Operating and finance leadership; capital markets exposure. |
| Cymer, Inc. | Chief Accounting Officer | Nov 2009 – Jun 2013 | Public company accounting oversight. |
| Insight Enterprises, Inc. | Chief Accounting Officer; SVP Finance; VP Finance | Sep 2006 – Mar 2009; 2001 – Sep 2006; 2000 – 2001 | Finance leadership at IT reseller; governance and reporting. |
| Horizon (prior employer) | Chief Financial Officer | 1997 – 2000 | CFO experience (company not specified in proxy). |
| KPMG LLP | Senior Assurance Manager | 1989 – 1997 | Audit practice; PCAOB/SEC reporting familiarity. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alphatec Holdings, Inc. | Independent Director | Jun 2019 – present | Medical technology; committees not disclosed in ABSI proxy. |
| Sonendo, Inc. | Independent Director | Oct 2021 – Mar 2024 | Dental technology; ended March 2024. |
| Biosplice Therapeutics, Inc. | Director | Apr 2021 – Mar 2023 | Private therapeutics company. |
Board Governance
- Independence: Board determined all non-employee directors, including McGinnis, are independent under Nasdaq/SEC rules; Sean McClain (CEO) is not independent.
- Committee leadership and expertise: Chair of Audit Committee; designated audit committee financial expert. Member of Compensation Committee. Not on Nominating & Corporate Governance Committee.
- Attendance and engagement: Full board met nine times in 2024; each director attended ≥75% of board and applicable committee meetings. Audit Committee met 4 times; Compensation Committee 5; Nominating Committee 3.
- Board leadership: Roles of Chair (Frans van Houten) and CEO are separated since April 1, 2024; board maintains risk oversight via committees (audit covers enterprise risk including cyber/privacy).
- Investor support: 2025 election results—Karen McGinnis, CPA: 66,582,376 For; 554,978 Withhold; 26,090,975 broker non-votes.
Fixed Compensation
| Cash Retainer Schedule (Non‑Employee Director Policy) | Amount (USD) |
|---|---|
| Board annual retainer | $40,000 |
| Additional retainer for non-executive chair/lead independent director | $35,000 |
| Audit Committee member | $10,000 |
| Audit Committee chair | $20,000 |
| Compensation Committee member | $7,500 |
| Compensation Committee chair | $15,000 |
| Nominating & Governance Committee member | $5,000 |
| Nominating & Governance Committee chair | $10,000 |
| McGinnis—Director Compensation Summary | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $86,556 | $76,250 |
| Stock Awards ($) | — | $43,747 |
| Option Awards ($) | $61,590 | $127,272 |
| All Other Compensation ($) | $21,317 | $14,213 |
| Total ($) | $169,463 | $261,482 |
Notes: “All Other Compensation” relates to cash payment rights from the Jan 2021 exchange of previously granted phantom units under the 2020 Plan.
Performance Compensation
| Equity Grant Structure (Policy effective Mar 28, 2024) | Terms |
|---|---|
| Initial Grant (new directors) | Stock options with grant-date fair value of $350,000; vests in 36 equal monthly installments. |
| Annual Grant (continuing directors) | Value $175,000; 75% options + 25% RSUs; vests in full on earlier of first anniversary or next annual meeting; prorated if <12 months of service; full acceleration upon a sale of the Company. |
| McGinnis—FY 2024 Annual Equity Details | Grant Date | Shares/Units | Vesting | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Stock Options | Jun 2024 | 36,274 options | Vests in full by earlier of one year or next annual meeting (per policy) | $127,272 |
| RSUs | Jun 2024 | 8,820 RSUs | Same as Annual Grant policy | $43,747 |
No director performance metrics (e.g., revenue/TSR targets) are tied to director pay; director equity awards are time-based under the policy.
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Consideration |
|---|---|
| Alphatec Holdings, Inc. | No ABSI‑disclosed related‑party transactions involving McGinnis; standard independence affirmed. |
| Sonendo, Inc. (past) | Ended Mar 2024; no ABSI‑disclosed conflicts. |
| Biosplice Therapeutics, Inc. (past) | No ABSI‑disclosed conflicts. |
Expertise & Qualifications
- CPA with deep public-company accounting, internal controls, and audit oversight; designated audit committee financial expert.
- Prior CFO/CEO roles bring operating and capital markets experience; strengthens board oversight of financial reporting and risk.
- Broad finance and governance background across technology and life sciences.
Equity Ownership
| Ownership Metric | As of Mar 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 207,478 (less than 1%) | 271,496 (less than 1%) |
| Breakdown | 192,478 options exercisable within 60 days + 15,000 shares held | 256,496 options exercisable within 60 days + 15,000 shares held |
| Shares Outstanding (context) | 112,998,922 | 127,540,754 |
| Pledging/Hedging | Company policy prohibits hedging/pledging; no pledges disclosed for McGinnis. |
Insider Trades and Vote Signals
| Item | Detail |
|---|---|
| Section 16(a) compliance | No delinquent filings disclosed for McGinnis in 2024; late filings noted for Phoenix Venture Partners and Zach Jonasson. |
| 2025 election outcome | Karen McGinnis re‑elected: 66,582,376 For; 554,978 Withhold; 26,090,975 broker non‑votes. Strong support signal. |
Governance Assessment
- Strengths: Independent director; chairs Audit Committee; designated financial expert; robust attendance; clear prohibition on hedging/pledging; presence on Compensation Committee; strong shareholder support in 2025 vote.
- Alignment: Increasing beneficial ownership (271,496 vs 207,478 y/y) enhances alignment; annual director equity awards mix (options/RSUs) supports long-term value creation.
- Compensation structure: Cash retainers are modest; equity is time-based, with no discretionary performance bonuses for directors; no tax gross‑ups disclosed for directors.
- Conflicts/related-party: No Item 404 related‑party transactions involving McGinnis disclosed; Redmile‑related activities noted for another director (Nagpal) but not McGinnis.
- RED FLAGS: None disclosed regarding attendance shortfalls, pledging, hedging, or related‑party transactions for McGinnis. The “All Other Compensation” relates to 2021 phantom unit exchange mechanics, not performance pay or perquisites.
Overall signal: McGinnis’ audit leadership, independence, and strong re‑election vote support investor confidence in ABSI’s board effectiveness, with low conflict risk and solid governance practices.