Carol Ashe
About Carol G. Ashe
Carol G. Ashe, age 67, has served as an independent director of Aptose Biosciences (APTOF) since August 2018. She is Chief Business Officer at the New York Genome Center (2014–present), with prior senior roles at Endo, SR One (GSK’s corporate VC), and GlaxoSmithKline’s U.S. corporate legal and global BD transactions teams. She holds a BS in Biology (Penn State) and a JD (Villanova) and is a registered patent attorney .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Genome Center | Chief Business Officer | 2014–present | Leads BD for non-profit genomic research center |
| Endo (NASDAQ: ENDP) | VP, Corporate Development (branded, generic, platform) | 2011–2013 | Led BD transactions |
| SR One (GSK corporate VC) | Partner | 2008–2010 | Healthcare venture investing |
| GlaxoSmithKline (GSK) | Head, US Corporate Legal Group (M&A, equity investments); earlier led Global BD Transactions Legal Team | 2007–2008; prior years through 2007 | Supported pharma and consumer health BD; patent/transactional leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elicio Therapeutics, Inc. (NASDAQ: ELTX) | Independent Director; Chair, Compensation Committee; Member, Audit; Member, Nominating & Corporate Governance | 2020–present | Compensation Chair; audit and governance oversight |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director (Board has 6 of 7 independent) |
| Board tenure | Director since Aug 2018 |
| Committees (Aptose) | Compensation Committee (member); Corporate Governance & Nominating Committee (member) |
| Committee chair roles | None at Aptose (Compensation Chair: Denis Burger; CG&N Chair: Mark Vincent) |
| Attendance (2024) | Board: 11/11; Compensation: 4/4; Corporate Governance & Nominating: 2/2 |
| Executive sessions | Independent directors met 5 times without management in 2024 |
| AGM engagement | Attended last year’s Annual and Special Meeting |
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual retainer (cash) | $60,000 | Standard non-employee director annual fee |
| Committee membership fees | $20,000 | $10,000 per committee (Compensation; Corporate Governance & Nominating) |
| Audit Committee increment | $0 | Not applicable (only Audit members get +$3,500) |
| Chair/Lead Director fees | $0 | Not a chair; Lead Director fee applies to Denis Burger |
| Total cash earned (2024) | $80,000 | Carol Ashe 2024 cash fees |
| Stock option grant (2024, grant-date FV) | $4,547 | 111 options; options vest 50% after 1 year, 25% in years 2 and 3 |
| Total (2024) | $84,547 | Fees + option grant FV |
Notes: Annual limits cap total director compensation at $500,000 per year .
Performance Compensation (Director Equity)
| Item | Detail |
|---|---|
| 2024 equity grant | 111 stock options; grant-date fair value $4,547 |
| Vesting | 50% after one year; 25% each in second and third years |
| Dividend equivalents on options | Prohibited under plan |
| Clawback | All awards subject to Aptose’s incentive compensation Clawback Policy |
| Performance metrics | None disclosed for director equity (time-based vesting only) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| Elicio Therapeutics, Inc. | Independent Director | Chair Comp; Member Audit; Member Nominating & Corporate Governance | No interlocks or related-party transactions with Aptose disclosed |
Expertise & Qualifications
- Transactional leadership in pharma/biotech (Endo; GSK legal and BD) and venture investing (SR One), aligning with Compensation and Governance committee responsibilities .
- Legal and IP credentials (JD; registered patent attorney), and public company board experience (ELTX) with comp and audit oversight .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (incl. options exercisable within 60 days) | 953 shares; <1% of outstanding |
| Components noted | 953 options exercisable within 60 days included in beneficial ownership |
| Options outstanding (as of 12/31/2024) | 953 options |
| Shares pledged as collateral | None disclosed |
| Ownership guidelines | Not disclosed |
| Section 16(a) compliance | All required reports timely filed for 2024 |
Sources: Beneficial ownership table (as of 4/22/2025) and director option holdings (as of 12/31/2024) .
Governance Assessment
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Strengths
- Strong engagement and independence: 100% attendance across Board and assigned committees in 2024; fully independent; serves on key governance and compensation committees .
- Relevant skill set: Extensive BD, legal/IP, and compensation governance experience; chairs the Compensation Committee at another public biotech (ELTX), indicating deep pay/governance expertise .
- Policy framework: Aptose prohibits hedging/pledging for officers and directors and applies a clawback to equity awards, supporting alignment and accountability .
- No conflicts: Company reports no related-party transactions in the last two fiscal years involving directors or officers .
-
Watch items
- Ownership alignment: Beneficial ownership is de minimis (<1%) and comprised of options; 2024 compensation mix is predominantly cash ($80,000 cash vs. $4,547 equity), which provides limited direct equity exposure for a director focused on pay/governance matters .
- Financial reporting environment: Auditor transition and a disclosed material weakness in ICFR related to accounting for complex financial instruments (warrants) heighten audit oversight importance (Ashe is not on Audit Committee) .
Overall, Ashe demonstrates high board effectiveness (attendance/independence), domain-relevant expertise for Compensation and Governance committees, and no evident conflicts or related-party exposure; increased long-term equity exposure could further enhance alignment with shareholders .