Katie Chudnovsky
About Yekaterina (Katie) Chudnovsky
Attorney, venture investor, and patient advocate focused on oncology and personalized cancer vaccines. Age 40; director at Elicio since June 2023 (previously director at Former Elicio from October 2022). Education: B.A. in political science and Slavic literature/language (Northwestern University) and J.D. (DePaul University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thomas Coburn LLP | Attorney (corporate law, real estate, M&A, bankruptcy, banking) | Not disclosed | Legal foundation for finance/transactions |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| GI Research Foundation (University of Chicago Digestive Diseases Center) | Chairperson; previously President | Board member for past 13 years; President in 2019; Chair in 2023 |
| Immix Biopharma, Inc. (public) | Director | Current |
| MiNK Therapeutics, Inc. (public) | Board Observer | Current |
| xCures, Inc. (private) | Board Member | Current |
| Colorectal Cancer Alliance (non-profit) | Director | Current |
| GKCC, LLC (private investment vehicle) | Director/control person | Controls ELTX stake via GKCC |
Board Governance
- Independence: Not independent due to significant ownership of Elicio securities .
- Committee assignments: Not listed as member of Audit, Compensation, or Nominating & Corporate Governance Committees .
- Board attendance: Board met 7 times in 2024; each director attended ≥75% of Board/committee meetings during their service period .
- Board leadership: Independent Chair (Julian Adams); positions of CEO and Chair are separated; no disclosed Lead Independent Director .
- Policies: Insider trading policy prohibits short sales, margin, pledging, hedging/options; quarterly blackouts and pre-clearance for directors . Clawback policy adopted Oct 2023 per SEC/Nasdaq rules .
- Committee refresh: Audit Committee membership updated Aug 2024 (Nissenson replaced Adams); Karen Wilson is Chair and audit committee financial expert .
Shareholder Support (Election)
| Meeting | Nominee | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 Annual Meeting (Nov 21, 2024) | Yekaterina (Katie) Chudnovsky | 6,233,264 | 118,343 | 15,706 | 1,085,681 |
Fixed Compensation
Director Compensation Program (cash)
| Component | Amount (USD) |
|---|---|
| Annual cash retainer (non-employee director) | $40,000 |
| Non-executive Chair additional retainer | $35,000 |
| Audit Chair / Member | $15,000 / $7,500 |
| Compensation Chair / Member | $10,000 / $5,000 |
| Nominating Chair / Member | $8,000 / $5,000 |
Katie Chudnovsky – Director Compensation Earned
| Year | Fees Earned (USD) | Option Awards – Grant-Date Fair Value (USD) | Total (USD) |
|---|---|---|---|
| 2023 | $26,250 | $22,427 | $48,677 |
| 2024 | $43,569 | $17,148 | $60,717 |
Performance Compensation
- Director equity is delivered via stock options (no PSUs/RSUs), with standardized initial and annual grants.
| Grant Type | Shares | Vesting | Exercise Price | Notes |
|---|---|---|---|---|
| Initial Grant (upon appointment) | 8,200 | 1/36 monthly over 3 years | FMV at grant | Vests fully upon death/disability or change in control |
| Annual Grant (each AGM) | 4,100 | Earlier of 1 year or next AGM | FMV at grant | Vests fully upon death/disability or change in control |
No director pay elements tied to performance metrics (e.g., revenue growth, EBITDA, TSR) are disclosed for directors .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Immix Biopharma, Inc. | Public | Director | Sector overlap (biotech); no disclosed transactions with ELTX |
| MiNK Therapeutics, Inc. | Public | Board Observer | Sector overlap; observer role reduces fiduciary conflict exposure |
| xCures, Inc. | Private | Board Member | No disclosed ELTX transactions |
| Colorectal Cancer Alliance | Non-profit | Director | Advocacy role |
| GKCC, LLC | Private | Control person | Large ELTX ownership; multiple financing transactions with ELTX (see Related Party) |
Expertise & Qualifications
- Legal and transaction experience; background in corporate law, real estate, M&A, bankruptcy, and banking .
- Patient advocacy and oncology focus; leadership in GI Research Foundation (President 2019, Chair 2023) .
- Board exposure across biotech and health-tech; current roles in public and private entities .
- Degrees: B.A. Northwestern; J.D. DePaul .
Equity Ownership
| Date (Record) | Total Beneficial Ownership (Shares) | % of Outstanding | Breakdown |
|---|---|---|---|
| Sep 11, 2024 | 2,153,331 | 19.99% | Options exercisable within 60 days: 2,692 ; GKCC common: 1,915,639 ; Pre-funded warrants within 60 days: 235,000 |
| Mar 24, 2025 | 9,656,270 | 47.9% | Options exercisable within 60 days: 7,356 ; GKCC common: 5,416,212 ; Pre-funded warrants within 60 days: 2,632,702 ; Common warrants within 60 days: 1,600,000 |
Additional data points:
- GKCC, LLC: 6,448,914 beneficial (common + pre-funded warrants); 38.0% of outstanding as of Mar 24, 2025 .
- Options held (status snapshots):
- As of Dec 31, 2023: options to purchase 8,625 shares; 1,134 vested .
- As of Dec 31, 2024: options to purchase 12,725 shares; 6,933 vested .
Related Party Transactions (Conflict Risk)
- December 2023: GKCC purchased 1,213,000 common shares at $5.81; ~$7.0M gross proceeds; registration rights granted .
- March 2024: GKCC purchased pre-funded warrants for up to 1,032,702 shares at $5.81; ~$6.0M proceeds; registration rights; 19.99% beneficial ownership cap pending shareholder approval .
- July 2024 Public Offering: GKCC purchased 1,600,000 pre-funded warrants plus 1,600,000 common warrants ($4.99 combined price per unit); Venkatesan also participated .
- August 2024: GKCC purchased $20.0M 3.0% Senior Secured Convertible Note (secured by ELTX assets and IP), convertible at $5.81; Company sought shareholder approval for potential change of control .
- March 2025: Company exercised right to require full conversion of the Convertible Note (incl. accrued interest) into common shares at conditions specified .
- April 2025: Personal gift of $640,757 from Chudnovsky to ELTX for product development/manufacturing .
Governance handling:
- All related transactions reviewed/approved by independent directors/Audit Committee; policy requires arm’s-length terms and oversight .
Governance Assessment
-
Strengths:
- Significant “skin in the game” with ~47.9% beneficial ownership as of Mar 24, 2025, aligning incentives with shareholders .
- Active philanthropic support (personal gift) to further development/manufacturing, signaling commitment to the platform .
- Board maintains independent Chair and independent committees; robust insider trading and clawback policies .
- Shareholder support at 2024 election: strong “For” votes for Chudnovsky (6.23M) vs. 118k “Against” .
-
Risks / RED FLAGS:
- Not independent due to significant ownership; governance optics and potential influence over financing/control remain critical .
- Extensive related-party financings (PIPEs, public offering participation, secured convertible note) culminating in potential change-of-control; dilution and control concentration risks highlighted in proxy .
- Secured note pledged company assets/IP and was forced to convert upon price triggers; although approved and disclosed, this is atypical for independent directors and heightens conflict risk .
- Committee non-membership limits direct role in audit/comp/nomination oversight; reliance on independent committees is essential .
-
Engagement:
- Attendance threshold met (≥75%); continued service since June 2023; election affirmed by shareholders in Nov 2024 .
Overall, investors should weigh strong alignment and capital support against control/dilution risks and related-party exposure. Continued rigorous Audit Committee oversight and transparent shareholder approvals have been applied to date .