Elsy Boglioli
FTI CONSULTINGAbout Elsy Boglioli
Independent director at FTI Consulting (FCN) since 2023; age 43 as of March 6, 2025. CEO and founder of Bio‑Up (2019–present), previously EVP and COO at Cellectis (2017–2019), and Partner & Managing Director at The Boston Consulting Group (2006–2017). Brings professional services, corporate strategy, international operations, and healthcare industry expertise; classified as independent under FCN’s Categorical Standards of Director Independence and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bio‑Up | Chief Executive Officer (Founder) | Sep 2019–present | Founder; advisory services for healthcare technology companies |
| Cellectis | EVP & Chief Operating Officer | Dec 2017–Aug 2019 | Operational leadership at clinical-stage biopharma in cell therapies |
| The Boston Consulting Group | Partner & Managing Director; leader of biotech Europe | Jan 2006–Nov 2017 | Strategy and biopharma practice leadership, global perspective |
External Roles
| Organization | Role | Public/Private | Committee Positions |
|---|---|---|---|
| GenSight Biologics S.A. | Director | Public (Foreign) | Chair of Nominating Committee |
| OSE Immunotherapeutics SA | Director | Public (Foreign) | Member of Nominating and Remuneration Committee |
| Treefrog Therapeutics | Director | Private (Foreign) | Chair |
| Inova.io | Director | Private (Foreign) | — |
| Metafora Biosystems | Director | Private (Foreign) | — |
| Womed Tech | Director | Private (Foreign) | — |
Board Governance
- Current FCN committee assignments: Audit Committee member and Nominating, Corporate Governance & Social Responsibility (NCGSR) Committee member (2025 slate); independent director since 2023 .
- Committee composition expected to be reconsidered following the 2025 Annual Meeting due to board refresh changes .
- Attendance: In 2024, each director attended ≥75% of aggregate Board and Committee meetings during their service; meeting counts—Board: 11, Audit: 5, Compensation: 6, NCGSR: 6 .
- Independence determinations: Board affirmed independence for all non‑employee directors standing for election (including Boglioli); Audit and Compensation members meet additional NYSE/SEC independence criteria .
Fixed Compensation
| Element | 2024 Value | Notes |
|---|---|---|
| Annual retainer (cash or DSUs) | $50,000 | Paid at Annual Meeting; new directors prorated if mid‑cycle |
| Committee chair fees (cash or DSUs) | $10,000 (Audit); $7,500 (Comp); $5,000 (NCGSR) | Prorated if appointed mid‑cycle; not applicable to Boglioli in 2024 (not a chair) |
| Additional non‑employee Chairman fee | $200,000 | For independent Board Chair only |
| Meeting fees | $0 | FCN does not pay per‑meeting fees |
Performance Compensation
| Component | Grant/Type | 2024 Amount | Vesting/Terms |
|---|---|---|---|
| Annual equity award | Restricted stock (U.S. directors) or RSUs (non‑U.S. directors) | $250,000 | Vests in full on 1st anniversary; acceleration on death/disability, change‑in‑control cessation within 1 year, failure to renominate/elect (excluding “Cause”), subject to plan terms |
| Deferral election | DSUs/DRSUs | N/A | U.S. directors may defer retainer and equity; DSUs vest on grant; DRSUs vest at 1 year; settled per 409A provisions |
| Options | None | $0 | No option awards to non‑employee directors in 2024 |
No performance metrics are attached to non‑employee director equity awards; awards are time‑based vesting per the Director Plan .
Other Directorships & Interlocks
- Compensation Committee interlocks: None in 2024 (no director served as FCN officer; no FCN executive served on another company’s board/comp committee with reciprocity) .
- NCGSR composition: Only non‑employee independent directors; oversees director nominations, independence assessments, non‑employee director compensation, governance guidelines, ESG oversight, succession planning, and annual evaluations .
Expertise & Qualifications
- Skills: Leadership, financially literate, services/industry background, global perspective, and other public board experience as per FCN’s director skills matrix .
- Sector fit: Healthcare and healthcare technology domain expertise aligned with FCN client practice areas; consulting and advisory experience in Europe .
Equity Ownership
| Holder | Common Shares Owned | Unvested Restricted Shares/RSUs | Vested Deferred Units | Total Beneficial Ownership | % of Outstanding |
|---|---|---|---|---|---|
| Elsy Boglioli | 1,324 | — | — | 1,324 | <1% |
| Elsy Boglioli (equity award balances at 12/31/2024) | — | 1,145 | — | — | — |
- Ownership guideline: 5.0x annual retainer ($250,000 equivalent based on retainer); must meet within 3 years of first director compensation; all non‑employee directors were in compliance as of Dec 31, 2024 .
- Anti‑hedging/pledging policies in place; NYSE‑compliant compensation recoupment policy (company‑wide governance practice) .
Governance Assessment
- Strengths: Independent status; active committee roles (Audit, NCGSR); global healthcare/biotech strategy expertise useful for FCN’s client base; equity ownership policy fosters alignment; no related‑party transactions disclosed involving Boglioli or her entities; strong shareholder support on say‑on‑pay (99% approval in 2024) indicating broader governance credibility .
- Risks/RED FLAGS: One late Section 16(a) report filing in 2024 (administrative error) — minor but noted; monitor future filing timeliness .
- Signals: 2025 committee composition under reconsideration post‑Annual Meeting suggests potential role shifts; continued attendance threshold met in 2023–2024; compensation structure for directors is balanced (cash retainer + time‑vested equity, no options or meeting fees), with clear deferral and vesting terms .
Overall: Governance posture appears sound with independence, committee engagement, and alignment policies; no material conflicts identified specific to Boglioli. Continued monitoring warranted for Section 16 compliance and any future related‑party exposures via her external board roles or Bio‑Up engagements.