Elena Ratner
About Elena Ratner
Dr. Elena Ratner (age 48) has served as an independent director of Ernexa Therapeutics Inc. (Nasdaq: ERNA) since January 7, 2025; at appointment she was not assigned to any board committees and the Board affirmed her independence under Nasdaq rules . She is a Professor in the Department of Obstetrics, Gynecology and Reproductive Sciences at Yale School of Medicine (since July 2019) and Director of the Discovery to Cure Early Ovarian Detection program, with clinical research focused on targeted therapies for ovarian cancer and reversing chemotherapy resistance in ovarian and uterine cancers; she holds a B.S. from Columbia University and an M.D. from the State University of New York Medical College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale School of Medicine | Professor, Dept. of OB/GYN & Reproductive Sciences | Since July 2019 | Director, Discovery to Cure Early Ovarian Detection program; research on targeted drugs for ovarian cancer and reversing chemotherapy resistance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Yale School of Medicine | Program Director, Discovery to Cure Early Ovarian Detection | Since July 2019 | Academic leadership; no ERNA-related interlocks disclosed |
No other public company directorships are disclosed for Dr. Ratner in ERNA’s filings .
Board Governance
- Appointment and status: Appointed January 7, 2025; determined “independent” under Nasdaq; not serving on any committees at the time of appointment .
- Committees and chairs (current per 2025 proxy): Audit (Chair: William Wexler; Members: James Bristol, Peter Cicala); Compensation (Chair: William Wexler; Members: James Bristol, Peter Cicala); Nominating & Corporate Governance (Chair: James Bristol; Members: William Wexler, Peter Cicala). Dr. Ratner is not listed on these committees in the proxy .
- Executive sessions: Independent directors meet at regularly scheduled executive sessions without management present .
- Independence overview: Board affirmed independence of all current directors other than the CEO; specifically confirmed Dr. Ratner’s independence .
- Indemnification: Company expects to enter into its standard director and officer indemnification agreement with Dr. Ratner .
| Committee | Chair | Members |
|---|---|---|
| Audit | William Wexler | James Bristol; Peter Cicala |
| Compensation | William Wexler | James Bristol; Peter Cicala |
| Nominating & Corporate Governance | James Bristol | William Wexler; Peter Cicala |
Fixed Compensation
- Program status: ERNA has a non‑employee director compensation program, but since August 2022 the company has not compensated non‑employee directors in accordance with that program; during 2024, directors received no cash or equity for board service (apart from catch‑up or special grants noted below) .
- 2024 director compensation table (for other directors; Ratner joined in 2025): Bristol $167,200 (option grant); Clarke $120,776 (option grant; excludes employee compensation); Cicala $119,424 (option grant); Wexler $0 .
| Program Element | Amount / Structure |
|---|---|
| Annual Board Member Compensation | Board Member: $40,000 cash or stock options; Board Chair: $70,000 cash or stock options (vesting quarterly over one year) |
| Committee Member Retainers | Audit $7,500; Compensation $5,000; Nominating/Governance $4,000; cash or stock options (vesting quarterly over one year) |
| Committee Chair Retainers | Audit Chair $15,000; Compensation Chair $10,000; Nominating/Governance Chair $8,000; cash or stock options (vesting quarterly over one year) |
| New Director Equity Award | Option for 8,290 shares, vesting 1/3 at year 1 then 24 equal monthly installments thereafter |
ERNA disclosed that the compensation committee and Board are reassessing the non‑employee director program before restarting compensation; actual elements may differ if reinstated .
Performance Compensation
- Equity award at appointment: On January 7, 2025, ERNA granted Dr. Ratner a stock option for 140,078 shares, vesting 1/3 on the one‑year anniversary of the grant date and the remainder in 24 equal monthly installments (time‑based vesting; no performance metrics disclosed) .
| Award Type | Grant Date | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Stock Option | Jan 7, 2025 | 140,078 | 33.3% on Jan 7, 2026; remaining 66.7% in 24 monthly installments | Time‑based; exercise price/expiration not disclosed in proxy/10‑K |
ERNA does not tie executive compensation to net income performance and disclosed no director‑level performance metric framework; clawback policy adopted in 2023 applies to erroneously‑awarded incentive‑based executive compensation in restatement scenarios .
Other Directorships & Interlocks
- Public company boards: None disclosed for Dr. Ratner .
- Related‑party/interlocks: ERNA disclosed no arrangements/understandings behind Ratner’s appointment and no transactions requiring Item 404(a) disclosure for her .
Expertise & Qualifications
- Domain expertise: OB/GYN and reproductive sciences; ovarian cancer therapeutics; overcoming chemotherapy resistance .
- Academic leadership: Program director for early ovarian detection at Yale .
- Education: B.S. Columbia University; M.D. SUNY Medical College .
Equity Ownership
- Beneficial ownership: As of April 14, 2025 (proxy measurement date), Dr. Ratner had no beneficial ownership reported (options vesting >60 days not counted) ; similar disclosure as of March 10, 2025 in the 10‑K .
- Hedging/pledging: ERNA’s insider trading policy prohibits hedging by directors, officers, employees, and related parties; pledging was not specifically disclosed .
| Holder | Direct Shares Owned | % of Outstanding | Options Exercisable ≤60 days | Options Unexercisable | Notes |
|---|---|---|---|---|---|
| Elena Ratner | 0 | 0.00% | 0 (time‑based vesting; first vest at 1 year) | 140,078 | Hedging prohibited by policy |
Shareholder Voting Signal (Engagement/Support)
| Item | Result |
|---|---|
| Election of Director (June 2, 2025 Annual Meeting): Votes For / Withheld / Broker Non‑Votes for Ratner | 51,300,842 For; 159,643 Withheld; 3,019,528 Broker Non‑Votes |
| Say‑on‑Pay (Advisory) | 51,173,104 For; 244,992 Against; 42,389 Abstentions; 3,019,528 Broker Non‑Votes |
| Say‑on‑Pay Frequency | 3 Years received 46,931,307 votes (selected frequency); 1 Year 845,452; 2 Years 3,563,320; Abstain 120,406; Broker Non‑Votes 3,019,528 |
Related Party & Conflicts Review
- Item 404(a): ERNA explicitly disclosed that no transaction exists or is proposed in which Dr. Ratner had or will have a direct or indirect material interest requiring Item 404(a) disclosure .
- Company related‑party environment: ERNA disclosed multiple related‑party arrangements historically (e.g., Factor Bioscience agreements; financings involving former directors), all subject to audit committee review; none involve Dr. Ratner .
Governance Assessment
-
Positives
- Independence affirmed; no related‑party transactions; standard indemnification expected .
- Strong shareholder support at election (51.3M For; low Withhold), indicating investor confidence in the current slate .
- Relevant domain expertise in oncology that aligns with ERNA’s biotech focus .
- Hedging prohibited under insider trading policy, supporting alignment .
-
Watch items / RED FLAGS
- New director without committee assignments reduces immediate influence on audit/comp/nom‑gov oversight; monitor future committee placements .
- “Skin‑in‑the‑game” low near‑term: zero beneficial ownership as of measurement dates; equity award time‑vested and not yet exercisable .
- Board suspended regular non‑employee director pay program since Aug 2022; compensation framework under reassessment, creating uncertainty in director pay structure .
- Company‑level dilution and capital structure changes (reverse split authorization; SPA >20% issuance; authorized shares increase) can affect alignment optics; not specific to Ratner but relevant governance context .
Overall signal: Ratner’s independence, clean related‑party profile, and strong election support are positives. Key monitoring items are future committee participation, evolution of director pay policy, and building longer‑term ownership alignment via vesting equity grants .