Karen Wilson
About Karen Wilson
Karen J. Wilson is an independent Class II director of Elicio Therapeutics, age 61, serving on Elicio’s board since June 2023 after joining Angion’s board in April 2020 pre-merger. She is a Certified Public Accountant with a B.S. in Business from UC Berkeley and is designated the board’s “audit committee financial expert.” Her background includes senior finance and accounting leadership roles across public life science companies and Big Four audit experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals plc | Senior Vice President of Finance; previously Principal Accounting Officer and VP Finance | Feb 2011–Sep 2020 | Led public-company finance and accounting; board views as key qualification |
| PDL BioPharma, Inc. | Principal Accounting Officer and VP Finance | Not disclosed | Public-company finance leadership |
| ViroLogic, Inc. | Chief Financial Officer | Not disclosed | CFO experience in biosciences |
| Novare Surgical Systems, Inc. | Chief Financial Officer and VP Operations | Not disclosed | Medical device operating and finance leadership |
| Wilson Crisler LLC | Principal | Not disclosed | Consulting leadership |
| Deloitte & Touche LLP | Consultant and Auditor | Not disclosed | Big Four audit and consulting experience |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Connect Biopharma Holdings Ltd. | Director | Since 2020 | Public |
| LAVA Therapeutics B.V. | Director | Since 2021 | Public |
| Serina Therapeutics, Inc. | Director | Since 2025 | Public |
| Vaxart, Inc. | Director (former) | Aug 2020–Aug 2022 | Public |
Board Governance
- Committee assignments: Chair, Audit Committee; Member, Nominating & Corporate Governance Committee; not a member of the Compensation Committee .
- Independence: Board determined Wilson is independent under SEC and Nasdaq rules; she is also the board’s audit committee financial expert .
- Attendance: In 2024 the board met seven times and each director attended at least 75% of board and committee meetings (Wilson included). Nominating & Corporate Governance met twice in 2024; Audit Committee met six times in 2024 (four times in 2023 post-merger) .
- Audit pre-approval: Audit Committee policy permits its Chair (Wilson) to pre-approve audit and permissible non-audit services by Baker Tilly US, LLP, with reporting to the full committee .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Director Cash Retainer | $40,000 | Non-employee directors |
| Audit Committee Chair Retainer | $15,000 | Additional to base |
| Nominating & Corporate Governance Member Retainer | $5,000 | Additional to base |
| Compensation Committee Chair Retainer | $10,000 | Not applicable to Wilson |
| Compensation Committee Member Retainer | $5,000 | Not applicable to Wilson |
| Non-Executive Chair Retainer | $35,000 | Not applicable to Wilson |
- Wilson’s 2024 cash fees totaled $60,000 (base $40,000 + Audit Chair $15,000 + Nominating member $5,000) .
| Year | Fees Earned or Paid in Cash (USD) | Option Awards Fair Value (USD) | Total (USD) |
|---|---|---|---|
| 2023 | $62,321 | $38,702 | $101,023 |
| 2024 | $60,000 | $17,148 | $77,148 |
Performance Compensation
| Equity Grant Type | Shares | Vesting | Exercise Price | Acceleration |
|---|---|---|---|---|
| Initial Director Option Grant | 8,200 | 1/36 monthly over 3 years (service-based) | FMV at grant | Full vest on death/disability or Change in Control |
| Annual Director Option Grant | 4,100 per year | Earlier of first anniversary or next annual meeting (service-based) | FMV at grant | Full vest on death/disability or Change in Control |
- Director equity is time-based stock options; no RSUs/PSUs or performance-condition metrics are disclosed for non-employee directors .
| Year | Option Awards Fair Value (USD) | Options Held (End of Year) | Vested Options (End of Year) |
|---|---|---|---|
| 2023 | $38,702 | 10,989 | 6,889 |
| 2024 | $17,148 | 15,089 | 10,989 |
Other Directorships & Interlocks
| Company | Relationship to ELTX | Potential Interlock/Conflict |
|---|---|---|
| Connect Biopharma (public) | Unrelated therapeutic focus | None disclosed |
| LAVA Therapeutics (public) | Oncology focus (gamma-delta T cells) | None disclosed |
| Serina Therapeutics (public) | Drug optimization platform | None disclosed |
| Vaxart (public, former) | Vaccines | None disclosed |
Expertise & Qualifications
- CPA; UC Berkeley B.S. in Business; extensive public-company financial and accounting leadership across biopharma and medical devices .
- Designated Audit Committee Financial Expert and financially sophisticated under SEC/Nasdaq rules .
- Prior CFO and senior finance roles provide deep oversight capacity for controls, reporting, and auditor engagement .
Equity Ownership
| Date | Total Beneficial Ownership (Shares) | Percent of Outstanding | Notes |
|---|---|---|---|
| Sep 11, 2024 | 8,760 | * (<1%) | 1,871 shares held directly; 6,889 options exercisable within 60 days |
| Mar 24, 2025 | 12,860 | * (<1%) | Composition not broken out in footnote here; director-level holdings remain de minimis |
- As of Dec 31, 2024, Wilson held options to purchase 15,089 shares, with 10,989 vested; no pledging is indicated in beneficial ownership footnotes .
Governance Assessment
-
Strengths
- Independent director; Audit Chair and Audit Committee Financial Expert designation enhances oversight of financial reporting, controls, and auditor independence .
- Active engagement: Board met seven times in 2024; Audit Committee met six times; Wilson’s roles imply high committee workload and involvement; all directors met ≥75% attendance thresholds .
- Sound audit governance: Pre-approval policy allows efficient authorization of audit/non-audit services, with required reporting to the full committee .
- Director pay aligned to service: Cash retains are modest; equity is time-based options (no guaranteed RSUs/PSUs), supporting alignment without excessive risk .
-
Watch items
- Multiple external public boards (three current: Connect Biopharma, LAVA Therapeutics, Serina) increase time commitments; continued strong attendance mitigates this risk if maintained .
- Director ownership remains de minimis (<1%), limiting “skin in the game;” however, option holdings are growing and vesting over time .
-
RED FLAGS
- Historical related-party exposure: In 2020 (pre-IPO, predecessor Angion), Wilson purchased $200,000 in convertible notes that converted into 18,718 shares at IPO; while commonplace in venture-backed biopharma, it is a related-person financing to monitor for future transactions .
- Classified board structure may entrench board composition and delay change-in-control responsiveness (firm-level governance consideration) .
Overall, Wilson’s finance/audit credentials and demonstrated independence support board effectiveness in financial oversight; continued monitoring of time commitments and director-level ownership alignment is warranted given her multi-board roles and low direct ownership .