Rita Karachun
Coherus OncologyAbout Rita A. Karachun
Independent director at Coherus BioSciences since May 2024; age 61; B.S. in Accounting from Fairleigh Dickinson University; CPA (NJ) and CGMA; former SVP & Global Controller at Merck (2014–2023) and Assistant Controller (2007–2014); prior roles at AT&T (Assistant Controller – Chief Accountant; Finance Director at AT&T Capital) and Arthur Andersen (auditor). Tenure at CHRS: appointed May 31, 2024, currently classified as a Class I director with term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | SVP, Finance – Global Controller; Principal Accounting Officer | Mar 2014 – Dec 2023; elected as Global Controller effective Mar 1, 2014 | Finance Risk Committee, Enterprise Risk Management Committee, Benefits Executive Oversight Committee (oversight of capital structure, risk, benefits) |
| Merck & Co., Inc. | Assistant Controller | Nov 2009 – Feb 2014 | Responsible for worldwide consolidation and financial statements |
| Schering‑Plough (pre-Merck) | Assistant Controller | Feb 2007 – Nov 2009 | Global consolidation and reporting |
| AT&T Corp. | Assistant Controller – Chief Accountant | 1996 – 2006 | Led finance/accounting for AT&T Capital Corp IPO |
| AT&T Capital Corp. | Finance Director | 1990s | Corporate finance leadership |
| Arthur Andersen LLP | Auditor | Early career | Audit and assurance |
| Merger subsidiary (Merck) | President, Panama Merger Sub, Inc. | 2021 | Served as signatory/president for Merck acquisition vehicle |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jersey Battered Women’s Services | Director (non-profit) | Jul 2016 – present | Board service |
| Financial Executives International | Advisory committee member | Not disclosed | Advisory capacity |
| AICPA | Advisory committee member | Not disclosed | Advisory capacity |
| Organon & Co. | Director (Class II) | Until Jun 2, 2021 | Resigned in connection with separation; prior service with Organon-related entities |
Board Governance
- Classification and independence: Class I director; Board determined all directors other than CEO Dennis Lanfear are independent under Nasdaq rules; committee independence affirmed (Audit, Compensation, Nominating/Governance) .
- Committee assignments: Audit Committee member in 2024; Board resolved Karachun will serve as new Audit Committee Chair effective immediately prior to the June 11, 2025 director election; expected Audit members post‑meeting: Wahlström, Satvat, Karachun (Chair), Erbez .
- Attendance: In 2024 the Board met 6 times; Audit met 4; Compensation met 6; Nominating did not meet; each director attended at least 75% of meetings of the Board/committees on which he or she served .
- Lead Independent Director and executive sessions: Mats Wahlström serves as Lead Independent Director; independent directors meet in regularly scheduled executive sessions without management .
- Related‑party and conflicts: Company reports no related‑party transactions since Jan 1, 2023; her appointment 8‑K confirms no Item 404(a) transactions for Karachun .
- Indemnification: Company uses standard indemnification agreement for directors; Karachun expected to enter such agreement .
- Insider trading/hedging: Company policy prohibits hedging and derivative transactions by directors/officers/employees . Section 16(a) compliance: one late Form 4 attributed to Wahlström (not Karachun) in 2024 .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $50,000 | Policy effective Jan–Apr 2024; Board increased Lead Independent director retainer to $40,000 in Apr 2024 |
| Audit Committee member retainer | $10,000 | Audit Chair $20,000 |
| Compensation Committee member retainer | $7,500; Chair $15,000 → $20,000 (Apr 2024) | |
| Nominating & Corporate Governance Committee member retainer | $5,000; Chair $10,000 | |
| Strategic Transaction Committee | Member $12,500; Chair $25,000 (added Apr 2024) | |
| 2024 Fees Earned (Karachun) | $45,000 | Prorated due to May 2024 appointment |
Appointment 8‑K disclosed she is eligible for “annual cash retainer for service on the Board and the Audit Committee in the amount of $60,000,” which corresponds to Board ($50,000) + Audit member ($10,000) at the time of appointment .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Pricing | Vesting | 2024 Grant-Date Fair Value |
|---|---|---|---|---|---|
| Initial Non-Employee Director Stock Option | Jun 4, 2024 | 168,000 | Exercise price = closing price on grant date | 1/3 at 1-year; balance 1/36 monthly thereafter (3-year total) | $198,122 |
| Annual Non-Employee Director Stock Option (policy) | Annual | 112,000 | At grant close | 100% vests at 1-year | N/A |
- Equity award structure uses stock options (time-based). No director performance metrics (TSR/EBITDA) are tied to director equity or cash fees; awards vest based on service .
- Equity award timing: Company policy avoids grants around material nonpublic disclosures; equity timing practices disclosed in proxy .
Other Directorships & Interlocks
| Company/Entity | Type | Role/Committee | Overlap/Interlock Risk |
|---|---|---|---|
| Organon & Co. | Public | Former Director (resigned Jun 2, 2021) | Historical only; no current transaction ties disclosed |
| JBWS | Non-profit | Director | Non-profit; low conflict potential |
| Merck acquisition vehicles | Private/SPV | President of merger subsidiary in filings | Historical; unrelated to CHRS governance |
No shared directorships disclosed with customers/suppliers leading to related-party transactions; Company affirms none above Item 404 thresholds since Jan 1, 2023 .
Expertise & Qualifications
- Core credentials: CPA (NJ), CGMA, four decades in finance/accounting/SEC reporting; led global shared services and enterprise risk functions at Merck .
- Board financial oversight: Audit Committee Chair (effective before June 11, 2025 election), with Board confirming her meets heightened independence and financial literacy standards; Board identified Wahlström as “audit committee financial expert”; Audit Committee independence affirmed for Karachun .
- Industry exposure: Pharma/oncology oversight experience (Merck), relevant to CHRS’ immuno-oncology focus .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 24, 2025) | 55,440 shares (exercisable options within 60 days) | Represents vested portion of director option; <1% ownership |
| Total outstanding options held | 168,000 shares | Initial grant per policy; annual grants thereafter per policy |
| Vested vs. unvested | 55,440 vested; 112,560 unvested (inferred from exercisable within 60 days vs. total) | |
| Shares pledged/hedged | None disclosed; hedging prohibited by policy | |
| Ownership guidelines | Not disclosed for directors in proxy | — |
Fixed vs Equity Compensation Mix (2024 actual for Karachun)
| Component | Value | % Mix |
|---|---|---|
| Cash fees | $45,000 | 18% |
| Option fair value | $198,122 | 82% |
| Total | $243,122 | 100% |
Governance Assessment
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Strengths:
- Independence and audit leadership: Independent director positioned to chair Audit Committee, enhancing financial oversight and board effectiveness .
- Attendance and engagement: Board/committee attendance thresholds met in 2024; regular executive sessions under Lead Independent Director framework .
- No related-party conflicts: Company and appointment filings show no related-party transactions involving Karachun .
- Governance policies: Anti-hedging policy in place; standard indemnification; clear committee independence affirmations .
-
Watch items / potential investor signals:
- Director equity form: Use of stock options (vs RSUs common in market) increases leverage to share price and may incentivize risk-taking; ensure board continuously evaluates director equity design for alignment with long-term shareholder interests .
- Say‑on‑pay sentiment: 2024 say‑on‑pay approval was 68.8%—below typical >90% levels—indicates broader shareholder scrutiny of compensation practices; while not specific to director pay, it’s a governance sentiment indicator for CHRS .
- Transition to audit chair: Effective pre‑election change elevates her oversight role; monitor committee effectiveness metrics post‑transition (e.g., internal control remediation cycles, audit fee trends) .
Overall: Karachun brings deep finance, controls, and ERM experience, with independence and forthcoming audit chair responsibility—positive for investor confidence in reporting quality. No conflicts or related‑party exposures disclosed. The option-heavy director equity warrants monitoring for incentive alignment amid CHRS’ volatility .