Karen Dawes
About Karen T. Dawes
Karen T. Dawes is an independent, non‑executive director of Barinthus Biotherapeutics plc (BRNS) and has served on the board since February 2021. She is President of Knowledgeable Decisions, LLC (since 2003) and previously held senior commercial roles at Bayer (SVP and U.S. Business Group Head), Wyeth (SVP Global Strategic Marketing), Genetics Institute (VP, Chief Commercial Officer), and Pfizer (various marketing roles) . She holds a BA and MA in English Literature from Simmons College and an MBA from Harvard University; she is age 73 per the 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer Corporation (U.S. Pharmaceuticals) | SVP & U.S. Business Group Head | 1999–2003 | Led U.S. pharma commercial organization |
| Wyeth (American Home Products) | SVP, Global Strategic Marketing | Pre‑1999 | Global commercialization leadership |
| Genetics Institute, Inc. | VP, Chief Commercial Officer | Prior to Wyeth | Commercial strategy |
| Pfizer, Inc. | Various marketing roles; VP, Marketing (Pratt Division) | 1984–1994 | U.S. product marketing leadership |
| Knowledgeable Decisions, LLC | President | 2003–present | Biopharma development & commercial strategy consulting |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Repligen Corporation | Public | Director | Current board seat |
| Medicenna Therapeutics Corporation | Public | Director | Current board seat |
| JPA Health | Private | Director | Current board seat |
| Medicines 360 | Non‑profit | Director | Current board seat |
Board Governance
- Classification, term, independence, and leadership:
- Class II director; term expires at the 2026 AGM under the company’s classified board structure .
- Independent under Nasdaq rules; the board determined all directors other than William Enright and Alex Hammacher are independent .
- Chair is Robin Wright (independent); CEO and Chair roles are separated .
- Committee assignments and chair roles (2024–2025):
- Audit Committee: Member (Chair: Robin Wright) .
- Nominating & Corporate Governance Committee: Member (Chair: Pierre A. Morgon) .
- Attendance and engagement:
- 2024 meetings: 7 full board meetings; committees met as follows—Audit (4), Compensation (3), Nominating & Corporate Governance (1). All directors attended at least nine meetings in aggregate across board and committee meetings during 2024 .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
Committee Meetings (2024)
| Committee | Meetings Held |
|---|---|
| Board of Directors | 7 |
| Audit | 4 |
| Compensation | 3 |
| Nominating & Corporate Governance | 1 |
Fixed Compensation
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Non‑Executive Director fee framework (denominated in GBP): | Component | Annual Amount | |---|---:| | Board retainer | £32,000 | | Non‑executive Chair additional retainer | £20,000 | | Audit Chair | £13,000 | | Audit member | £6,500 | | Compensation Chair | £10,000 | | Compensation member | £5,000 | | Nominating & Gov Chair | £8,000 | | Nominating & Gov member | £4,000 |
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Individual director compensation (USD): | Metric | 2023 | 2024 | |---|---:|---:| | Fees Paid in Cash (USD) | $47,884 | $54,320 | | Option Awards (ASC 718 FV, USD) | $33,802 | $38,250 | | Total (USD) | $81,686 | $92,570 |
Performance Compensation
- Annual non‑executive equity grants are time‑based options; no performance conditions apply:
- Policy: Initial grant = 0.10% of outstanding shares; Annual grant = 0.05%; Initial vests over 36 months; Annual vests in full by the next AGM or 1‑year anniversary; full acceleration on sale .
- 2024 grant (Non‑Executive Directors): Options for 19,516 shares; exercise price $2.34; face value $46k; vest 100% over one year (to May 10, 2025) .
- The company’s policy states no performance measures currently apply to equity awards; alignment is through time‑based vesting and share delivery .
| Grant Detail (2024) | Value |
|---|---|
| Grant date | May 10, 2024 |
| Options granted | 19,516 |
| Exercise price | $2.34 |
| Face value (company disclosure) | $46k |
| ASC 718 grant‑date FV (annual disclosure) | $38,250 |
| Vesting | 100% by next AGM or 1‑year anniversary (May 10, 2025) |
| Performance metrics | None; time‑based vesting only |
Other Directorships & Interlocks
- Current public company boards: Repligen Corporation; Medicenna Therapeutics Corporation .
- Additional roles: JPA Health (private), Medicines 360 (non‑profit) .
- No related‑party transactions involving Ms. Dawes were disclosed in 2023–2025 proxy periods; related‑party discussions focus on OUI/AstraZeneca revenue share and executive agreements, not director transactions .
Expertise & Qualifications
- Education: BA and MA (English Literature, Simmons College); MBA (Harvard University) .
- Domain expertise: Biopharma commercialization, global strategic marketing, U.S. pharma business leadership .
- Governance experience: Independent director; Audit and Nominating committee memberships at BRNS .
Equity Ownership
- Beneficial ownership (as of April 14, 2025):
- 93,345 shares beneficially owned, consisting of 1,700 ordinary shares and 91,645 options exercisable within 60 days .
- Shares outstanding: 40,399,395 as of April 14, 2025 .
| Ownership Detail | Amount |
|---|---|
| Ordinary shares held | 1,700 |
| Options exercisable within 60 days | 91,645 |
| Total beneficial ownership | 93,345 |
| Shares outstanding (context) | 40,399,395 |
| Ownership as % of outstanding | 0.23% (93,345/40,399,395 based on disclosed figures) |
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Vested vs. unvested (as of Dec 31, 2024, audited Annex A): | Category (12/31/2024) | Count | |---|---:| | Unvested options | 22,613 | | Vested but unexercised options | 69,032 | | Ordinary shares | 1,700 |
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Hedging/pledging policy: Certain transactions (e.g., short sales, public options) flagged as risky; pledging of company securities by directors is permitted only with prior Audit Committee approval .
Governance Assessment
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Strengths
- Independent director with deep commercialization expertise; sits on Audit and Nominating committees, supporting oversight and board refresh/succession .
- Strong engagement: All directors attended at least nine board/committee meetings in 2024; Audit (4) and Nominating (1) meetings completed .
- Shareholder support: 2025 AGM votes approved remuneration policy and the UK directors’ compensation report by wide margins (see below) .
- No related‑party transactions involving Ms. Dawes disclosed in 2023–2025 .
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Watch‑items / RED FLAGS
- Pledging is allowed with Audit Committee approval (not a prohibition), which some investors view as a governance risk unless tightly controlled .
- Director equity is primarily time‑vested options (no performance‑based criteria), which may be viewed as weaker alignment than full‑value awards with performance conditions; company policy confirms no performance metrics currently apply to equity awards .
- Historical compliance note: the company disclosed late Section 16 filings in prior years for several insiders, including a late Form 4 for directors in 2022 (not specifically naming Ms. Dawes in 2024; 2022 DEF 14A noted late filings on June 15, 2022 for a group including Ms. Dawes) .
2025 AGM Voting Outcomes (context)
| Proposal | For | Against | Withheld/Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Approve Directors’ Remuneration Policy | 23,535,233 | 34,344 | 7,228 | 3,416,211 |
| Advisory vote on UK Directors’ Compensation Report (FY2024) | 23,557,140 | 16,651 | 4,029 | 3,415,196 |
Director Compensation Structure (context)
- Non‑executive fees and option grant framework outlined above; 2025 fees unchanged in structure; annual grants to be made to continuing NEDs following the 2025 AGM (details to be disclosed in the next report) .
No stock ownership guideline for directors is disclosed in the policy or director compensation sections of the 2025 proxy; equity alignment relies on option ownership and annual grants .
Insider Trades and Compliance
- Section 16 compliance statements:
- FY2024: Company reports all directors/executives complied, except late filings related to the CMO’s form filings (no late filing cited for Ms. Dawes) .
- Prior periods note late filings including a late Form 4 on June 15, 2022 for directors including Ms. Dawes to report equity grants .
No Form 4 transaction table for Ms. Dawes is provided in the 2025 proxy; the beneficial ownership and options detail above are the primary disclosures .