Karen Brunke
About Karen J. Brunke, Ph.D.
Independent director of CytoDyn since April 1, 2022, age 73 in the 2025 proxy. She holds a BA in Biochemistry and a Ph.D. in Microbiology from the University of Pennsylvania and brings 30+ years of biotech operating and business development experience, including executive roles in public and private companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercator Genetics / Progenitor (subsidiary of Interneuron Pharmaceuticals) | Executive team member; helped take company public post-merger | 1999 | Instrumental in initiation and IPO of resulting company |
| Anexus Pharmaceuticals (MediBic subsidiary) | Chief Operating Officer | 2004–June 2006 | In-/out-licensing assistance for Japanese companies |
| Cardeus Pharmaceuticals (neuroscience) | Founding Chief Executive Officer | 2011–March 2014 | Founding CEO; built operating foundation |
| Multiple companies | Business development and strategy consultant | 2017–2020 | Initiation of several startups |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jaguar Health, Inc. (NASDAQ: JAGX) | Executive Vice President, Corporate & Business Development | Since Sept 2021 | Commercial-stage pharma focused on GI products |
| Magdalena Biosciences, Inc. (JV of Jaguar Health and Filament Health) | Acting Chief Executive Officer | Since Jan 2023 | JV funded by OneSmallPlanet |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Brunke is independent under Nasdaq Rules |
| Committee assignments | Compensation Committee member (not Chair) |
| Chair roles | None; Board Chair is independent director Tanya D. Urbach |
| Years of service | Director since April 1, 2022 |
| Attendance | Board met 12 times in FY2025; all directors attended ≥75% of Board/committee meetings. Board met 18 times in FY2024; all directors attended ≥75% |
| Risk oversight | Compensation Committee monitors incentive programs to avoid excessive risk; Audit oversees financial/enterprise risk; Nom/Gov oversees succession |
| Anti-hedging policy | Hedging and similar transactions prohibited for directors/employees |
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer | $40,000 | $40,000 |
| Committee membership fee (Compensation Committee) | $7,500 | $7,500 |
| Committee chair fees | None (not a chair) | None (not a chair) |
| Cash fees earned (reported) | $47,500 | $47,500 |
Performance Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual stock option grant (shares) | 800,000 (10-year term; monthly vest) | 800,000 (10-year term; monthly vest) |
| Grant date fair value | $136,800 | $91,200 |
| Exercise price | Closing sale price on grant date | Closing sale price on grant date |
| Options outstanding (director-level, Brunke) | 1,084,611 shares underlying outstanding options (as of 5/31/2024) | 1,884,611 shares underlying outstanding options (as of 5/31/2025) |
| Performance metrics tied to director pay | None; policy refrains from bonuses to non-employee directors based on Company performance |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company board seats | Not disclosed (Brunke serves as an executive, not a director, at Jaguar Health) |
| Shared directorships with CYDY competitors/suppliers/customers | Not disclosed |
| Private/non-profit/academic boards | Not disclosed |
Expertise & Qualifications
- Senior operating, clinical, and corporate/business development experience across biotech; prior founding CEO and COO roles .
- Technical training in biochemistry and microbiology (BA, Ph.D. – University of Pennsylvania) .
- Active external executive roles in public and JV settings (JAGX; Magdalena Biosciences) indicating ongoing industry engagement .
Equity Ownership
| Metric | Sep 15, 2024 | Sep 15, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 1,084,611 | 1,884,611 |
| Ownership as % of outstanding | <1% | <1% |
| Composition | Stock options (beneficial ownership reflects options exercisable within 60 days) | Stock options (beneficial ownership reflects options exercisable within 60 days) |
| Outstanding options (director roll-up) | 1,084,611 (as of 5/31/2024) | 1,884,611 (as of 5/31/2025) |
| Pledging/Hedging | Hedging prohibited; pledging not disclosed |
Governance Assessment
- Committee effectiveness: As a member of the Compensation Committee alongside an independent chair and consultant (Aon), the Board states no compensation-related conflicts, supporting independent judgment in executive and director pay decisions .
- Independence and conflicts: Brunke is deemed independent under Nasdaq Rules; no related-party transactions involving her are disclosed in the proxy, and the Audit Committee pre-approves any such transactions, reducing conflict risk .
- Attendance and engagement: Met the ≥75% attendance threshold in FY2024 and FY2025; active committee membership indicates engagement, though detailed per-director attendance percentages are not disclosed .
- Pay-for-performance alignment (director): Mix is predominantly options with standardized annual grants; no performance-based director bonuses per policy, which limits pay discretion but keeps director incentives aligned with long-term equity appreciation. FY2025 option fair value declined vs. FY2024 ($91.2k vs. $136.8k), while cash retainers were flat, reflecting market price changes rather than structural shifts .
- Red flags: None disclosed specific to Brunke. No related-party exposure, no hedging, and independence affirmed. External executive roles (Jaguar Health, Magdalena Biosciences) are notable but not identified as conflicts or interlocks with CYDY in disclosures; monitor for potential future transactions or overlapping interests .