Karah Parschauer
About Karah Parschauer
Karah Parschauer (age 47) has served as an independent Class III director of Evolus since July 2019, currently chairing the Nominating & Corporate Governance Committee and serving on the Compensation Committee . She is Chief Legal Officer & Corporate Affairs, EVP at Ultragenyx (roles since 2016; CLO since 2021 and CLO & Corporate Affairs since Feb 2023), and previously held senior legal roles at Allergan and practiced at Latham & Watkins; she holds a B.A. in Biology from Miami University and a J.D. from Harvard Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan | Vice President, Associate General Counsel | 2005–2016 | Executive legal leadership in pharma |
| Latham & Watkins LLP | Attorney (M&A, securities, governance) | Pre-2005 | Transactional and governance practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ultragenyx Pharmaceutical | Chief Legal Officer & Corporate Affairs, EVP | CLO & EVP since Dec 2021; CLO & Corporate Affairs EVP since Feb 2023 | Executive legal and corporate affairs leadership |
| Tenaya Therapeutics, Inc. | Director | Dec 2021–Present | Board service |
| Anebulo Pharmaceuticals, Inc. | Director | May 2021–Nov 2023 | Board service (former) |
| Arcturus Therapeutics Holdings, Inc. | Director | Jun 2019–Aug 2021 | Board service (former) |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Compensation .
- Independence: Board determined Parschauer is independent under Nasdaq rules .
- Attendance and engagement: Board held 7 meetings in 2023; each director attended ≥75% of board/committee meetings; all incumbents attended the 2023 annual meeting . Board held 6 meetings in 2024; each director attended ≥75% and all incumbents attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session as part of regularly scheduled meetings .
- Committee activity: Compensation Committee met 6 times in 2024; Nominating & Corporate Governance met 2 times in 2024 .
- Governance policies: Insider Trading Policy prohibits hedging/pledging; clawback policy adopted consistent with SEC/Nasdaq rules .
Fixed Compensation
| Year | Cash Retainer ($) | Committee Fees ($) | Total Cash ($) |
|---|---|---|---|
| 2023 | 45,000 | Nominating Chair 10,000; Compensation Member 7,500 (annual rates) | 79,000 (Fees Earned/Paid) |
| 2024 | 50,000 | Nominating Chair 10,000; Compensation Member 7,500 (annual rates) | 77,000 (Fees Earned/Paid) |
Notes: Committee fee schedule—Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000 (annual, paid quarterly) .
Performance Compensation
| Year | RSUs Granted (#) | RSUs Grant-Date Fair Value ($) | Options Granted (#) | Exercise Price ($) | Options Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| 2023 | 8,239 | 85,003 | 11,789 | 10.25 | 85,023 |
| 2024 | 6,464 | 84,743 | 9,377 | 13.15 | 84,997 |
- Vesting schedules: 2023 and 2024 RSUs vest in full after 12 months; options vest in 12 monthly installments post‑grant; unvested awards fully vest upon certain changes of control .
- 2024 total director equity reported for Parschauer: Stock awards $84,743; option awards $84,997; total compensation $246,740 .
Other Directorships & Interlocks
| Company | Sector | Relationship to EOLS | Notes |
|---|---|---|---|
| Tenaya Therapeutics, Inc. | Biotech (cardiac) | No disclosed supplier/customer tie to EOLS | Board service |
| Anebulo Pharmaceuticals, Inc. | Biotech (CNS) | Former director; no disclosed tie | Board service ended Nov 2023 |
| Arcturus Therapeutics Holdings, Inc. | Biotech (RNA) | Former director; no disclosed tie | Board service ended Aug 2021 |
Compensation committee interlocks/related persons: The Compensation Committee (including Parschauer) reported no related-person transactions requiring disclosure for members in FY2024; all members were independent and not current/former employees .
Expertise & Qualifications
- Corporate governance and legal expertise (committee chair; compensation committee member) .
- Deep pharma/biotech legal background (Ultragenyx CLO; Allergan senior legal roles; Latham & Watkins M&A/securities practice) .
- Education: B.A. Biology (Miami University) and J.D. (Harvard Law School) .
Equity Ownership
| Date (Record) | Beneficial Ownership (Shares) | % Outstanding | Options Exercisable ≤60 days | RSUs Outstanding |
|---|---|---|---|---|
| Apr 18, 2025 | 121,119 | <1% | 96,300 | — |
| Apr 19, 2024 | 118,505 | <1% | 87,262 | — |
| Dec 31, 2024 (as-of) | — | — | 91,951 | 6,464 |
Pledging/hedging: Prohibited under Insider Trading Policy; no pledging disclosed .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: Supported by ~91% of total votes cast (advisory) .
- 2025 annual meeting results (advisory say‑on‑pay): For 35,679,157; Against 1,232,290; Abstain 196,990; Broker non‑vote 11,441,970 .
Governance Assessment
- Strengths: Independent director; chair of Nominating & Corporate Governance; member of Compensation Committee; consistent ≥75% attendance; robust anti‑hedging/pledging and clawback policies; strong shareholder support on say‑on‑pay .
- Alignment: Meaningful equity in director compensation (annual RSUs/options with disciplined vesting); beneficial ownership includes sizable in‑the‑money/exercisable options, aligning incentives .
- Potential watch‑items: One inadvertent late Section 16 Form 4 filing on Feb 2, 2024 for a Jan 30, 2024 transaction (administrative compliance signal) .
- Conflicts: No related‑party transactions disclosed for Parschauer; external role at Ultragenyx noted, but no EOLS transactions disclosed with Ultragenyx .
Board Governance (Detail)
| Item | Disclosure |
|---|---|
| Board classification | 3 classes; Parschauer is Class III, term expires 2027 annual meeting . |
| Committee composition (2024) | Compensation (Gill—Chair; Malik; Parschauer; White); Nominating & Corporate Governance (Parschauer—Chair; Malik; Stewart) . |
| Committee meetings (2024) | Compensation: 6; Nominating & Corporate Governance: 2 . |
| Independence | Majority independent; Parschauer independent (Nasdaq) . |
Director Compensation (Detail)
| Year | Fees Earned/Paid ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 79,000 | 85,003 | 85,023 | 249,026 |
| 2024 | 77,000 | 84,743 | 84,997 | 246,740 |
Vesting and change‑in‑control terms summarized above; equity counts/strike for annual director grants detailed in Performance Compensation section .
Other Signals and Events
- 2025 annual meeting election results: Gill and White elected; advisory approvals passed; board refresh (Simone Blank stepped down; White added to Audit Committee) .
- Committee Report: Parschauer signed Compensation Committee Report appended to Proxy (demonstrates active committee oversight) .
Overall, Parschauer presents as a governance‑oriented, independent director with strong legal credentials and consistent engagement. Minor administrative compliance issue (late Form 4) is a low‑severity watch‑item; compensation structure favors equity alignment and standard cash retainers, with no disclosed related‑party or hedging/pledging concerns .