Ellen Chiniara
About Ellen V. Chiniara
Ellen V. Chiniara (age 66) is an independent Class I director of Compass Therapeutics (CMPX), appointed in April 2022; her current term runs through the 2027 annual meeting. She is Chief Legal Officer and Corporate Secretary of Kymera Therapeutics (since January 2023), and previously served as EVP, Chief Legal Officer and Corporate Secretary at Alexion (2018–July 2021) and SVP, General Counsel and Corporate Secretary at Alere (2006–2017); she holds a J.D. from Stanford Law School and a B.A. from Bryn Mawr College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alexion Pharmaceuticals, Inc. | EVP, Chief Legal Officer & Corporate Secretary | Jan 2018 – July 2021 | Led all global legal and IP matters |
| Alere Inc. | SVP, General Counsel & Corporate Secretary; added oversight of Compliance in 2014 | Oct 2006 – Oct 2017 | Led legal and government affairs; assumed compliance oversight in 2014 |
| Hale and Dorr LLP (now WilmerHale) | Partner | Earlier career (dates not specified) | Corporate/legal counsel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kymera Therapeutics, Inc. (Nasdaq: KYMR) | Chief Legal Officer & Corporate Secretary | Jan 2023 – present | Current management role (not disclosed as a directorship) |
No other public company directorships for Ms. Chiniara are disclosed in CMPX’s proxy biography .
Board Governance
| Governance Item | Status/Detail |
|---|---|
| Director class/term | Class I; term expires at the 2027 annual meeting |
| Independence | Board determined all directors except the CEO are independent (includes Ms. Chiniara) |
| Current committees (2025) | Audit Committee (member); Nominating & Corporate Governance Committee (member) |
| Prior committee service (2024) | Compensation Committee member during 2024; no interlocks among Compensation Committee members in 2024 |
| Committee attendance (2024) | Audit: each then-current member attended ≥75% of meetings; Nominating & Corporate Governance: 100% attendance by members |
| Board attendance (2024) | Each director attended ≥75% of board and assigned committee meetings; all directors attended the 2024 annual meeting |
| Board leadership | Chair: Carl L. Gordon; Vice Chair: CEO Thomas J. Schuetz; no Lead Independent Director disclosed |
Fixed Compensation (Director – 2024)
| Component | Amount |
|---|---|
| Standard annual director retainer (cash) | $45,000 |
| Committee membership fee (per committee) | $5,000 |
| Committee chair fees (for reference) | Audit Chair $10,000; Board Chair $15,000 (not applicable to Ms. Chiniara) |
| Actual cash paid to Ellen V. Chiniara (2024) | $60,000 |
Performance Compensation (Director – 2024)
| Component | Detail |
|---|---|
| Equity vehicle | Stock options (no stock awards to directors in 2024) |
| Annual target equity grant (non‑employee directors) | Options to purchase 40,000 shares; vest monthly over four years |
| Initial new‑director grant | Options to purchase 50,000 shares; vest monthly over four years |
| 2024 option grant fair value (E. Chiniara) | $45,683 (grant‑date fair value per ASC 718) |
| Unexercised stock options (as of 12/31/2024) | 125,000 options |
| Vesting schedule on director options | Substantially equal monthly installments over 4 years from grant |
| Performance metrics | None disclosed for director equity; time‑based vesting only |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Chiniara in CMPX’s proxy |
| Committee roles at other companies | Not disclosed |
| Interlocks/conflicts | Compensation Committee (2024) disclosed no interlocks among members |
Expertise & Qualifications
- Legal, compliance, and governance leadership across global biopharma, including prior C‑suite legal roles at Alexion and Alere; education: J.D. (Stanford), B.A. (Bryn Mawr) .
- Board determined independent; brings legal/compliance/governance expertise highlighted by Nominating & Corporate Governance Committee .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of 3/31/2025) | 72,236 shares |
| Ownership as % of shares outstanding | <1% (asterisk indicates less than 1%) |
| Options unexercised (12/31/2024) | 125,000 |
| Hedging/pledging policy | Short sales and derivative transactions prohibited; pledging requires Audit Committee pre‑approval |
Governance Assessment
- Board effectiveness and engagement: Independent director with active committee roles; Audit and Nominating & Corporate Governance memberships align with her legal/governance skill set; committee attendance met or exceeded thresholds in 2024 (Audit ≥75%; Nominating 100%). All directors attended the 2024 annual meeting, supporting engagement .
- Independence and conflicts: Board affirms independence; related‑party review policy in place and no related‑party transactions >$120,000 since 1/1/2022 are disclosed, reducing conflict risk for directors, including Ms. Chiniara .
- Compensation and alignment: Director pay is modest and standard (cash retainer plus options). Ms. Chiniara received $60,000 cash and an option award valued at $45,683 in 2024; option‑only equity maintains alignment with shareholder value creation, though lack of performance metrics suggests purely time‑based incentives typical for directors .
- Policies that support investor confidence: Prohibitions on hedging/shorts and restricted pledging reduce misalignment risk; EGC status means no say‑on‑pay requirement for executives, but that does not affect director compensation votes (not applicable), and the board maintains standard committee independence and oversight structures .
Red flags observed:
- None specific to Ms. Chiniara in the proxy: no low attendance, no related‑party transactions, no pledging disclosures; director equity is option‑based with time‑based vesting, consistent with industry practice .
Process notes (context for broader governance diligence):
- CMPX committee charters posted; Audit Committee oversees related‑party transactions; Nominating & Corporate Governance handles board evaluations and succession; Compensation Committee retains authority to evaluate advisor independence—governance scaffolding appears robust .