Carol Ashe
About Carol Ashe
Carol Ashe, 67, has served as an independent Class III Director of Elicio Therapeutics (ELTX) since June 2023, after joining Former Elicio’s board in August 2020. She is Chief Business Officer at the New York Genome Center (non-profit academic research institution) since 2014, bringing deep business development and legal expertise from prior roles at Endo, SR One (GSK’s former venture arm), and GSK. She holds a B.S. in Biology (Penn State), a J.D. (Villanova), and is a registered patent attorney. The Board has affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Endo | Vice President, Corporate Development (branded, generic, platform drug delivery units) | 2011–2013 | Led BD execution across multiple business units |
| SR One (GSK corporate VC) | Partner | 2008–2010 | Early-stage biotech investing; governance exposure |
| GSK | Head, U.S. Corporate Legal Group (M&A and equity investments) | 2007–2008 | Led legal support for US M&A/equity investments |
| GSK | Leader, Global BD Transactions Legal Team (pharma and consumer) | to 2007 | Longstanding transactional leadership (IP/BD) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| New York Genome Center | Chief Business Officer | 2014–present | Non-profit, genomics; operational leadership |
| Aptose Biosciences (public) | Director | 2018–present | Oncology biotech; public board experience |
Board Governance
- Committees and chair roles:
- Compensation Committee: Chair; members include Ashe, Allen R. Nissenson, M.D., and Robert R. Ruffolo, Jr., Ph.D.
- Audit Committee: Member; chaired by Karen Wilson; members include Wilson, Nissenson, Ashe
- Nominating & Corporate Governance Committee: Member; chaired by Julian Adams; members include Adams, Ashe, Wilson
- Independence: Board classifies Ashe as independent under Nasdaq; overall majority-independent board .
- Attendance and engagement: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings on which they served. Committee cadence: Audit (6), Compensation (5), Nominating & Corporate Governance (2) in 2024 .
- Board leadership: Independent Chair (Julian Adams); CEO and Chair roles separated .
- Risk oversight and policies:
- Insider Trading Policy prohibits short sales, margining/pledging, hedging/monetization transactions, and publicly traded options by directors and employees; pre-clearance and blackout procedures apply .
- Clawback Policy adopted Oct 2023 to recover excess incentive compensation after restatements per SEC/Nasdaq rules .
- Compensation Committee uses independent consultant (Aon) and follows SEC/Nasdaq independence factors .
Fixed Compensation
| Component (2024) | Amount (USD) | Source |
|---|---|---|
| Annual director cash retainer | 40,000 | Director Compensation Program |
| Audit Committee member fee | 7,500 | Director Compensation Program |
| Compensation Committee chair fee | 10,000 | Director Compensation Program |
| Nominating & Corporate Governance Committee member fee | 5,000 | Director Compensation Program |
| Total cash fees earned (reported) | 62,500 | 2024 Director Compensation table (Ashe) |
- Mix insight: In 2024, Carol Ashe’s compensation was predominantly cash ($62,500) with supplemental equity option value ($17,148), implying ~78% cash / 22% equity for the year based on reported grant-date fair values .
Performance Compensation
| Equity Element | Design | Grant Size/Value | Vesting | Notes |
|---|---|---|---|---|
| Initial director option | Automatic upon board appointment | 8,200 options | 1/36 monthly over 3 years | Director program terms |
| Annual director option | Automatic at each annual meeting | 4,100 options | Vests by next annual meeting or 1-year cliff | Director program terms |
| 2024 equity (reported) | Option award value (ASC 718) | 17,148 | Per award agreements | 2024 Director Compensation (Ashe) |
- Performance metrics: Director equity is time-based; no financial/ESG performance conditions are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Aptose Biosciences | Oncology biotech | Director | No ELTX-related related-party transactions disclosed involving Ashe; monitor for any future business dealings between ELTX and Aptose . |
- No related-party transactions involving Ashe are identified in the company’s related-person transaction disclosures for 2023–2025; major related-party financings involve another director/large holder (GKCC, LLC controlled by Y. Chudnovsky), not Ashe .
Expertise & Qualifications
- Business development and transactions leadership across pharma/biotech (Endo, GSK) and venture investing (SR One) .
- Legal and IP credentials; registered patent attorney, J.D. (Villanova) and B.S. Biology (Penn State) .
- Public-company board experience (Aptose) and governance experience on ELTX’s key committees (Compensation chair; Audit and Nominating member) .
Equity Ownership
| Metric | Amount | As-of Date | Source |
|---|---|---|---|
| Beneficial ownership (shares) | 15,855 | March 24, 2025 | Options exercisable within 60 days; <1% of outstanding |
| Percent of shares outstanding | <1% | March 24, 2025 | Based on 15,936,461 shares outstanding |
| Options outstanding | 23,109 | Dec 31, 2024 | Total options held |
| Options vested | 14,869 | Dec 31, 2024 | Vested portion |
| Options unvested | 8,240 | Dec 31, 2024 | Derived from table |
- Hedging/pledging: Company policy prohibits pledging/margin and hedging transactions by directors, supporting alignment with shareholders .
Governance Assessment
-
Strengths:
- Independent director with deep BD/legal/IP expertise and public board experience; chairs Compensation Committee and serves on Audit and Nominating, indicating high board confidence and breadth of oversight .
- Strong engagement markers: Board/committees active (7/6/5/2 meetings in 2024), with all directors meeting ≥75% attendance .
- Shareholder-friendly risk controls: anti-hedging/pledging policy and formal clawback policy adopted per SEC/Nasdaq .
- Use of independent compensation consultant (Aon) and adherence to advisor-independence checks .
-
Watch items:
- Board capital structure and related-party financings concentrated around another director/large holder (GKCC/Y. Chudnovsky) through equity, warrants, and a convertible note (later forced conversion); while not involving Ashe, these dynamics warrant continued independent oversight by Audit/Comp committees .
- No per-director attendance percentages disclosed (only ≥75%); continue to monitor individual attendance in future proxies for tighter benchmarking .
-
RED FLAGS: None identified specific to Ashe (no related-party transactions, no independence exceptions, no pledging). Broader board-level concentration of ownership by another director is a structural risk but outside Ashe’s own conflicts .
Appendix: Committee Membership Snapshot
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Karen Wilson; Allen R. Nissenson, M.D.; Carol Ashe | Karen Wilson | 6 |
| Compensation | Carol Ashe; Allen R. Nissenson, M.D.; Robert R. Ruffolo, Jr., Ph.D. | Carol Ashe | 5 |
| Nominating & Corporate Governance | Julian Adams, Ph.D.; Carol Ashe; Karen Wilson | Julian Adams, Ph.D. | 2 |
Director Compensation Detail (2024)
| Component | Cash ($) | Equity (ASC 718) ($) | Total ($) |
|---|---|---|---|
| Carol Ashe | 62,500 | 17,148 | 79,648 |
Insider Trades
- The 2025 proxy discloses beneficial ownership but does not summarize Section 16 Form 4 transactions for individual directors; no Ashe-related Form 4 activity is discussed in the proxy. Beneficial ownership and option holdings are as shown above .