Elizabeth Hougen
About Elizabeth Hougen
Elizabeth Hougen, age 63, is a Class III director of Artiva Biotherapeutics and serves as Audit Committee Chair; she has been on the Board since April 2021. She is Executive Vice President and Chief Financial Officer of Ionis Pharmaceuticals (since April 2020), with prior senior finance roles at Ionis and as CFO of Molecular Biosystems. She holds a B.A. in Business from Franklin & Marshall College and an M.B.A. from the University of San Diego. The Board has determined she is independent and qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ionis Pharmaceuticals, Inc. | EVP & CFO | Apr 2020–present | Oversees finance; previously Senior VP Finance & CFO (2013–2020); VP Finance & Chief Accounting Officer (2007–2012); VP Finance (2000–2007) |
| Molecular Biosystems, Inc. | Executive Director, Finance & CFO | Pre-2000 (prior to Ionis) | Public biotechnology company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ionis Pharmaceuticals, Inc. | EVP & CFO | Apr 2020–present | Senior finance leadership at public biotech; no Artiva-related transactions disclosed |
Board Governance
- Committee assignments: Audit Committee Chair; committee members include Elizabeth Hougen (Chair), Brian Daniels, and Laura Bessen .
- Independence: The Board affirmatively determined Ms. Hougen is independent under Nasdaq standards; she is independent for audit committee membership .
- Financial expertise: The Board determined Ms. Hougen qualifies as an “audit committee financial expert” and all Audit Committee members are financially sophisticated .
- Attendance: In 2024, the Board met 4 times; Audit Committee met 4 times. No director attended fewer than 75% of Board and applicable committee meetings .
- Board leadership: Chair is independent (Brian Daniels, M.D.); roles of Chair and CEO are separated .
- Executive sessions: Independent director-only sessions are regularly scheduled, typically at each regular Board meeting .
- Risk oversight: Audit Committee oversees accounting, financial disclosure, and cybersecurity risk; receives periodic cybersecurity reports from management .
Fixed Compensation
2024 non-employee director compensation (actual):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 49,595 |
| Option Awards (grant-date fair value) | 37,705 |
| Total | 87,300 |
Director compensation policy (effective July 2024):
| Policy Component | Amount ($) | Vesting/Terms |
|---|---|---|
| Annual cash retainer (director) | 40,000 | Paid in cash |
| Audit Committee Chair retainer | 15,000 | In lieu of non-chair retainer |
| Audit Committee member (non-chair) | 7,500 | Cash retainer |
| Compensation Committee member (non-chair) | 6,000 | Cash retainer |
| Nominating & Corporate Governance member (non-chair) | 5,000 | Cash retainer |
| Annual option grant | 13,750 shares | Vests on earlier of 1 year from grant or next annual meeting |
| Initial option grant (new directors) | 27,500 shares | One-third vests at grant; balance in 24 equal monthly installments |
| Clinical Strategy Committee retainer | 6,000 (member); 15,000 (Chair) | Cash |
| Technical Operations Committee retainer | 15,000 (member) | Cash |
| Non-employee director annual compensation cap | 750,000 (first-year 1,000,000) | Includes equity at grant-date fair value |
Performance Compensation
- Director equity is primarily option grants with time-based vesting; no performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for director compensation. Annual director options vest on time-based schedules per policy; the 2024 grants’ fair values are shown above .
- Equity plan terms allow performance awards company-wide, but the proxy does not disclose performance-conditioned director awards .
| Metric Type | Director Pay Linkage | Notes |
|---|---|---|
| Financial/TSR/ESG metrics | Not disclosed for directors | Director pay uses cash retainers and time-based options |
Other Directorships & Interlocks
| Company | Role | Type | Interlocks/Related Party Exposure |
|---|---|---|---|
| None disclosed | — | Public company board | The proxy lists Ms. Hougen’s executive employment, not other public boards; related person transactions disclosed do not involve Ms. Hougen |
Expertise & Qualifications
- Extensive public company finance leadership (CFO of Ionis; prior Chief Accounting Officer), relevant to audit oversight and financial reporting .
- Audit Committee financial expert designation and financially sophisticated Audit Committee membership .
- Education: B.A. Business (Franklin & Marshall), M.B.A. (University of San Diego) .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 13,679 | Options exercisable within 60 days of 3/31/2025; “less than 1%” ownership |
| Options outstanding (12/31/2024) | 17,098 | Aggregate options held as of FY-end 2024 |
| Shares pledged as collateral | None disclosed | Insider Trading Policy prohibits pledging without prior Board approval and pre-clearance |
| Hedging of company stock | Prohibited | Insider Trading Policy prohibits hedging/derivative transactions |
Governance Assessment
- Strengths: Independent director and Audit Committee Chair; designated audit committee financial expert; independent board leadership; regular executive sessions; Audit Committee oversees cybersecurity and financial controls—supportive of investor confidence in disclosure quality .
- Alignment: Receives standard cash retainer and time-based option grants under a capped director compensation program; annual option grant structure aligns interests without complex performance metrics, which can be appropriate for director roles .
- Attendance and engagement: Board and core committees met four times; no director below 75% attendance, indicating baseline engagement .
- Conflicts/related-party: Proxy’s related person transactions section lists agreements with GC Cell and RA Capital-controlled entities, but does not identify Ms. Hougen as a party; independence was reviewed and affirmed .
- Policies: Company has a Dodd-Frank–compliant clawback policy; hedging and pledging are restricted—positive governance signals .
Monitoring items: Equity ownership is modest (options-based, <1% beneficial ownership), typical for newly public small-cap biotech; no ownership guideline disclosure for directors—investors may seek future clarity on ownership expectations .