Karen Wendel
About Karen J. Wendel
Independent Class A director of Beneficient (BENF) since November 21, 2024; currently serves on Audit, Enterprise Risk, and Products & Related Party Transactions committees. Background spans cybersecurity, identity solutions, and financial services; President & CEO of TrustChains since 2016, and former CEO/board member of IdenTrust (2003–2016) and eFinance Corporation (2001–2003). Holds B.S. degrees in International Relations and Economics from Brigham Young University. The company confirmed her independence and absence of related-party ties under Item 404(a) at appointment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TrustChains | Founder & CEO | 2016–present | Cybersecurity advisory; strategy across financial services and identity management |
| IdenTrust | CEO & Board Member | 2003–2016 | Global identity solutions; regulatory strategies for banks/infrastructure |
| eFinance Corporation | CEO & Board Member | 2001–2003 | Financial technology leadership |
| Capital Markets Company (CAPCO) | Partner | Prior to 2003 | Consulting in capital markets |
| Gemini Consulting | Head, U.S. Financial Services Practice | Prior to 2001 | Banking strategy; payments and transaction processing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Level Field Capital (Nasdaq-traded SPAC) | Board Member; Audit Committee Member | Not disclosed | Governance and audit oversight |
Board Governance
- Independence: Appointed as an independent director; Audit Committee members (including Wendel) determined independent under Nasdaq rules .
- Class designation: Current Class A Director per Stockholders Agreement .
- Committees:
- Audit Committee (3 members; 9 meetings FY2024)
- Enterprise Risk Committee (6 members; 3 meetings FY2024)
- Products & Related Party Transactions Committee (3 members; 4 meetings FY2024)
- Attendance: Board held 6 meetings in FY2024; each director attended ≥75% of board/committee meetings. Note: Wendel was appointed after FY2024; aggregate disclosure applies to FY2024 cohort .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $150,000 | Board-adopted program |
| Audit Committee member fee | $35,000 | Additional annual retainer |
| Audit Committee chair fee | $15,000 | Not applicable to Wendel (not chair) |
| Enterprise Risk Committee member fee | $10,000 | Additional annual retainer |
| Products & Related Party Transactions Committee fee | Not specified | Fee schedule does not list P&R committee |
| Equity compensation (program) | $150,000 | Non-employee director equity program; prior grants sized by VWAP |
The company terminated personal aircraft use eligibility for non-employee directors effective January 1, 2024 .
Performance Compensation
| Award Type | Grant Date | Quantity/Price | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs | Nov 21, 2024 | 207,317 units | Vests in four equal quarterly installments over one year from grant, service-based | None disclosed (time-based only) |
| Non-qualified stock options | Nov 21, 2024 | 100,000 options @ $0.82 | Vests in eight equal quarterly installments over two years from grant, service-based | None disclosed (time-based only) |
Other Directorships & Interlocks
| Company | Market | Role | Notes |
|---|---|---|---|
| Level Field Capital | Nasdaq-traded SPAC | Director; Audit Committee Member | Prior SPAC governance role |
- Related parties/conflicts: At appointment, company disclosed no family relationships or material interests in transactions requiring Item 404(a) reporting for Wendel .
- Committee oversight: Wendel sits on the Products & Related Party Transactions Committee, which reviews conflicts and approves related-party transactions within defined size and policy limits .
Expertise & Qualifications
- Cybersecurity, identity solutions (PKI), security regulations, ISO global standards; e-commerce, e-healthcare, blockchain/DeFi .
- Banking and technology M&A; risk management and corporate governance experience; international advisory to U.S./EU agencies .
- Education: B.S. in International Relations and B.S. in Economics, Brigham Young University .
Equity Ownership
| Record Date Context | Class A Shares Beneficially Owned | % of Class A Outstanding | % of Total Voting Power | Components (as disclosed) |
|---|---|---|---|---|
| March 2025 Proxy (Record Date per filing) | 128,659 | 1.5% | 1.2% | Includes 103,659 vested RSUs and vested/deemed vested portion of 100,000 options (25,000 within 60 days of Record Date) |
| Nov 2025 Proxy (Record Date per filing) | 257,317 | <1% (indicated “*”) | <1% (indicated “*”) | Includes 207,317 vested RSUs and vested/deemed vested portion of 100,000 options (50,000 within 60 days of Record Date) |
“*” denotes less than 1% of ownership or voting power per the filing legend . Class A and Class B vote together as a single class, with Class B carrying 10 votes per share .
Governance Assessment
- Independence and committee breadth: Independent Class A director appointed to three oversight committees (Audit, Enterprise Risk, Products & Related Party Transactions), aligning her cybersecurity and risk expertise with key board functions .
- Ownership alignment: Accumulated vested RSUs and options tied to continued service; beneficial ownership rose from 128,659 to 257,317 Class A shares between March and November 2025, though remains <1% by late 2025 given capital changes and dual-class structure .
- Conflicts oversight: Active role on Related Party Transactions Committee in a company with complex affiliate structures; no personal related-party exposures disclosed for Wendel .
- Board structure risks: Class B holders can designate the majority of directors, committee chairs, and maintain influence over committee composition—an ongoing governance risk to independence of oversight despite Wendel’s Class A status .
- Attendance signal: FY2024 board/committee attendance at ≥75% for all directors; Wendel’s appointment post-FY2024 means her individual attendance is not yet disclosed in that cycle .
RED FLAGS to monitor
- Dual-class and Class B control of board and committees (chair designations and majority rights) .
- Non-board member on Community Reinvestment Committee is CEO’s spouse, suggesting governance optics to watch (not Wendel’s committee) .
- Consulting agreements and legacy director agreements for other directors add complexity to independence across the board; Wendel is not party to those arrangements .
Neutral/Positive Signals
- Explicit independence affirmation and absence of related-party ties at appointment .
- Skills directly relevant to Audit and Enterprise Risk oversight (cybersecurity, identity, regulatory strategy) .
- Equity awards are time-based with transparent vesting schedules; no discretionary or metric changes disclosed for director grants .