Allen Nissenson
About Allen R. Nissenson, M.D.
Independent Class I director since June 2023; previously a director of Angion (now Elicio) since January 2020. Age 78, M.D. from Northwestern University Medical School; Emeritus Professor of Medicine at UCLA; former Chief Medical Officer and Emeritus CMO at DaVita Kidney Care (CMO 2008–2020; Emeritus CMO 2020–2022). Core credentials in nephrology, health policy, and quality oversight through roles including past chair of Kidney Care Partners and past co‑chair of the Kidney Care Quality Alliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DaVita Kidney Care | Chief Medical Officer; Emeritus CMO | CMO Aug 2008–Jan 2020; Emeritus CMO Jan 2020–Jan 2022 | Led clinical quality and policy; national kidney care leadership |
| UCLA David Geffen School of Medicine | Emeritus Professor; Director of Dialysis Program; Associate Dean | Emeritus since Aug 2008; Director July 1977–Aug 2008; Associate Dean July 2005–Aug 2008 | Academic leadership and dialysis program oversight |
| National/Industry Bodies | Past chair: Kidney Care Partners; past co‑chair: Kidney Care Quality Alliance; former president: Renal Physicians Association; chair: ESRD Network Medical Review Board; RWJ Health Policy Fellow | Various (incl. RWJ Fellow 1994–1995) | Policy influence and quality standards in kidney care; health policy engagement |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| Rockwell Medical, Inc. | Director | Since June 2020 | Public | Hemodialysis products company; board role noted (committee roles not disclosed) |
| Diality, Inc. | Director | Not disclosed | Private | Technology development company |
| Innocura Nephology, Inc. | Director | Not disclosed | Private | Privately‑held company |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq listing standards; no disqualifying relationships disclosed .
- Committee assignments: Member, Audit Committee (appointed Aug 2024); Member, Compensation Committee .
- Committee chairs: Audit chaired by Karen Wilson; Compensation chaired by Carol Ashe .
- Attendance: In FY2024, Board met 7 times; each director attended ≥75% of Board and committee meetings for which they served (aggregate disclosure) .
- Audit Committee activity: 6 meetings in FY2024; Audit Committee report signed by Wilson (Chair), Ashe, and Nissenson .
- Compensation Committee activity: 5 meetings in FY2024; uses Aon plc as independent compensation consultant and follows advisor‑independence factors .
- Governance policies: Code of Conduct, Corporate Governance Guidelines (amended Feb 2024 & Mar 2025), Clawback Policy adopted Oct 2023; Insider Trading Policy prohibits short sales, margining, pledging, and hedging .
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 52,520 | 38,702 | 91,222 |
| 2024 | 48,125 | 17,148 | 65,273 |
Director compensation program structure (cash):
- Annual base retainer: $40,000; Audit Committee Chair +$15,000, members +$7,500; Compensation Committee Chair +$10,000, members +$5,000; Nominating & Governance Chair +$8,000, members +$5,000 .
Performance Compensation (Director Equity)
| Grant Type | Shares | Vesting | Exercise Price | Notes |
|---|---|---|---|---|
| Initial Grant (upon appointment/election) | 8,200 | 1/36 monthly over 3 years (service‑based) | FMV on grant date | Vests fully upon death/disability or change of control |
| Annual Grant (each annual meeting) | 4,100 | Earlier of 1‑year anniversary or next annual meeting (service‑based) | FMV on grant date | Full vest on death/disability or change of control |
- No director performance metrics (TSR/EBITDA/ESG) tied to director compensation disclosed; equity awards are time‑based .
Other Directorships & Interlocks
| Counterparty | Type | Relationship to ELTX | Notes |
|---|---|---|---|
| GKCC, LLC (controlled by Director Yekaterina Chudnovsky) | Significant shareholder/financing counterparty | Related‑party transactions: multiple financings in Dec 2023, Mar 2024, Jul 2024, Aug 2024; personal gift in Apr 2025 | No transactions disclosed involving Nissenson; governance context of concentrated ownership |
Expertise & Qualifications
- Clinical nephrology leadership with national policy credentials (RWJ Health Policy Fellow; roles with RPA, Kidney Care Partners, Kidney Care Quality Alliance) relevant to risk oversight and healthcare compliance .
- Academic governance and program leadership (UCLA) supports board effectiveness in scientific and clinical evaluation .
Equity Ownership
| Metric | As of Sep 11, 2024 | As of Mar 24, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 6,889 (options exercisable within 60 days) | 10,989 (options exercisable within 60 days) |
| Percent of shares outstanding | <1% | <1% |
| Options held (total) | 15,089 (as of 12/31/2024), vested 10,989; unvested 4,100 | 10,989 exercisable within 60 days |
| Shares directly owned | Not disclosed for Nissenson | Not disclosed for Nissenson |
- No pledging or hedging permitted under Insider Trading Policy; pre‑clearance required for director trades .
Governance Assessment
- Independence and Committees: Independent director with dual committee roles (Audit and Compensation), consistent with strong governance practice; augmented audit oversight with Aug 2024 appointment .
- Engagement: Aggregate attendance at ≥75% of Board/committee meetings; Audit and Compensation met 6 and 5 times respectively in FY2024, indicating active committee operations .
- Alignment: Modest director equity via time‑based options; beneficial ownership is de minimis, reducing personal conflict risk while providing baseline alignment; no director‑specific ownership guidelines disclosed .
- Compensation Structure: Cash retainer plus committee fees with annual time‑based equity; no performance pay or discretionary bonuses for directors—limits pay‑for‑performance signals but aligns with small‑cap biotech norms .
- Related‑Party Exposure: No related‑party transactions disclosed involving Nissenson; however, concentrated ownership and financing from GKCC, LLC (controlled by fellow director Chudnovsky) represent broader governance considerations for ELTX (potential influence), not directly attributable to Nissenson .
- RED FLAGS: None identified specific to Nissenson (no pledging/hedging, no related‑party transactions, independence affirmed). Portfolio‑level consideration: significant insider/affiliate ownership (e.g., GKCC, LLC 38.0%; Chudnovsky 47.9% beneficial on a look‑through basis), which can affect governance dynamics and investor confidence; continued robust independent committee oversight mitigates risk .
Supplemental Quantitative Governance Data
| Metric | FY2024 |
|---|---|
| Board meetings held | 7 |
| Audit Committee meetings | 6 |
| Compensation Committee meetings | 5 |
| Attendance disclosure | Each director ≥75% of Board/committee meetings |
Compensation Committee Analysis
- Composition: Chair Carol Ashe; members Allen Nissenson, M.D., and Robert R. Ruffolo, Jr., Ph.D.—all independent and non‑employees per Nasdaq/SEC rules .
- Consultant: Aon plc engaged; committee retains sole authority over advisor selection, fees, and independence evaluation under SEC/Nasdaq factors .
- Scope: Executive/direction compensation policy oversight, equity plan administration, change‑of‑control policies, director pay review, CEO compensation recommendations in executive session .
Committee Assignments and Roles (ELTX)
| Committee | Role | Chair | Notes |
|---|---|---|---|
| Audit Committee | Member (since Aug 2024) | Karen Wilson | Financial literacy; Audit Committee Report signed by Wilson, Ashe, Nissenson |
| Compensation Committee | Member | Carol Ashe | Non‑employee director; advisor governance and pay policy oversight |
Director Equity Position Detail
| As of 12/31/2024 | Options Exercisable (#) | Options Unexercisable (#) | Notes |
|---|---|---|---|
| Allen R. Nissenson, M.D. | 10,989 | 4,100 | Annual grant likely reflects 4,100 unvested balance; standard program vesting |
Voting and Shareholder Engagement Context
- 2024 Annual Meeting (Nov 21, 2024): Nissenson re‑elected with 6,249,739 votes “For”; auditor ratification approved; Nasdaq Rule 5635(b) approval passed .
- 2025 Annual Meeting (May 19, 2025): Auditor ratification passed; Class II nominees elected (not Nissenson’s class) .
Overall, Allen Nissenson’s profile signals seasoned clinical and policy expertise with clean independence and attendance. Lack of director‑level performance pay is standard for ELTX, while broader governance vigilance is warranted due to concentrated ownership by a fellow director/affiliate; Nissenson’s presence on Audit and Compensation supports counterbalancing oversight .