Charles Larsen
About Charles Larsen
Charles Larsen, 73, is Femasys’ non‑executive Chairperson of the Board (since 2021) and an independent director (Nasdaq Rule 10A‑3) who has served on the board since October 2015; he is designated an “audit committee financial expert.” He has over 35 years of medical device operating and technical experience, co‑founded Novoste (1992) and The Innovation Factory (1999), holds 30+ patents, and earned a B.S. in Mechanical Engineering from the New Jersey Institute of Technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novoste Corporation | Co‑founder; executive roles | Co‑founded 1992; dates not otherwise specified | Helped build interventional device capabilities; foundational operating experience |
| The Innovation Factory | Co‑founder | Co‑founded 1999 | Vehicle through which additional medtech companies were co‑founded |
| Novoste Puerto Rico | Executive/engineering/project management roles | Not disclosed | Manufacturing/engineering responsibilities |
| Cordis Corporation | Senior engineering/project management | Not disclosed | Cardiovascular device experience |
| Key Pharmaceuticals | Senior engineering/project management | Not disclosed | Pharma device/process experience |
| Parke‑Davis/Warner Lambert | Senior engineering/project management | Not disclosed | Pharma/medical device integration experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Acufocus, Inc. | Director | Not disclosed | Not disclosed |
| CardioFocus | Director | Not disclosed | Not disclosed |
| Intuity Medical Inc. | Director | Not disclosed | Not disclosed |
| Torax Medical, Inc. | Director | Not disclosed | Not disclosed |
Board Governance
- Independence: The board determined Larsen (and Milnes, Silverman, Uzialko) are independent under Nasdaq rules; CEO Kathy Lee‑Sepsick is not independent .
- Leadership: Larsen serves as non‑executive Chairperson; the board cites separation of Chair/CEO as enhancing oversight .
- Committee assignments:
- Audit Committee: Chair (members: Larsen, Milnes, Uzialko); meets financial literacy and independence standards; Larsen is the audit committee financial expert .
- Compensation Committee: Chair (members: Larsen, Milnes, Uzialko) .
- Nominating & Corporate Governance Committee: Member (chair is Milnes; members: Milnes, Larsen, Silverman) .
- Attendance and engagement: In 2024, each director attended at least 75% of aggregate board/committee meetings on which they served; all directors attended the 2024 annual meeting .
- Board and committee activity in 2024: Board met 5 times; Audit met 5; Compensation met 3; Nominating & Governance met 2 .
| Committee | Role (Larsen) | 2024 Meetings Held |
|---|---|---|
| Board of Directors | Chairperson | 5 |
| Audit Committee | Chair | 5 |
| Compensation Committee | Chair | 3 |
| Nominating & Corporate Governance | Member | 2 |
Fixed Compensation
- 2024 Director Compensation (Non‑employee director):
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $114,436 |
| Equity Awards (grant date fair value) | $16,693 |
| Total | $131,129 |
- Non‑Employee Director Compensation Policy (effective amounts in 2025 unless noted):
| Element | Amount (USD) |
|---|---|
| Annual Board Retainer (member) | $40,000 |
| Additional Retainer for Non‑Executive Chair | $35,000 |
| Audit Committee Chair | $20,000 |
| Audit Committee Member (other than chair) | $10,000 (increased from $9,000 eff. Jan 1, 2025) |
| Compensation Committee Chair | $15,000 |
| Compensation Committee Member (other than chair) | $7,500 (increased from $5,000 eff. Jan 1, 2025) |
| Nominating & Governance Chair | $10,000 |
| Nominating & Governance Member (other than chair) | $5,000 |
Performance Compensation
- Director Equity Award Structure (policy and 2024 practice):
- Annual option grant: 17,600 shares, exercise price = closing price on grant date, generally vests after one year; vests in full immediately prior to a Change in Control under the 2021 Plan .
- Initial option grant for new directors: 35,200 shares, vests in three equal annual installments; accelerates upon Change in Control per plan terms .
- 2024 director equity award fair value for Larsen: $16,693 (stock options; FASB ASC 718) .
| Feature | Annual Grant | Initial Grant (New Director) | Vesting | Exercise Price | Change‑in‑Control Treatment |
|---|---|---|---|---|---|
| Non‑Employee Director Options | 17,600 shares | 35,200 shares | Annual: 1‑year cliff; Initial: 3 annual tranches | Closing price on grant date | Annual grant vests in full immediately prior to a Change in Control; broader acceleration/substitution protections per 2021 Plan |
- Performance metrics tied to director pay: Not disclosed for directors; policy describes time‑based option vesting for annual director grants, not PSUs/RSUs with performance goals .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock with FEMY customers/suppliers |
|---|---|---|---|
| Acufocus, Inc. | Medical devices | Director | Not disclosed |
| CardioFocus | Medical devices | Director | Not disclosed |
| Intuity Medical Inc. | Medical devices | Director | Not disclosed |
| Torax Medical, Inc. | Medical devices | Director | Not disclosed |
- Compensation committee interlocks: None of FEMY’s compensation committee members (including Larsen) are officers/employees; no interlocks with entities having executives on FEMY’s board/comp committee in the last three years .
Expertise & Qualifications
- Audit and finance: Designated audit committee financial expert; financially literate under SEC/Nasdaq rules .
- Medtech innovation: Co‑founded multiple device companies; holds 30+ U.S./international patents; extensive operating and engineering leadership in devices and pharma‑adjacent platforms .
- Governance: Serves as non‑executive Chairperson, audit chair, compensation chair, and nominating/governance member, reflecting broad governance capability .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | Percent of Outstanding | Breakdown |
|---|---|---|---|
| Charles Larsen | 48,476 | <1% | 31,476 shares owned; 17,000 options exercisable within 60 days (all vested) |
- Pledging/hedging: Company states it does not have a standalone anti‑hedging policy; insiders subject to overall insider trading policy and applicable law .
- Clawbacks: Executive officer cash/equity incentives subject to clawback per Dodd‑Frank/Nasdaq; awards under the 2021 Plan (including director awards) are subject to mandatory clawback/recoupment under governance guidelines and applicable laws .
Governance Assessment
-
Strengths:
- Independence and expertise: Larsen is independent and the designated audit committee financial expert, supporting robust financial oversight .
- Board leadership separation: Non‑executive Chair structure separates board leadership from management; board affirms this enhances objective oversight .
- Engagement: Met attendance thresholds (≥75%) and active committee cadence (Board 5; Audit 5; Compensation 3; Nominating 2 in 2024) .
-
Watch‑items / RED FLAGS:
- Concentration of roles: Larsen chairs both audit and compensation committees while serving as non‑executive Chair; consolidation may reduce checks‑and‑balances though independence is affirmed .
- Hedging policy gap: Company discloses no standalone anti‑hedging policy, a shareholder‑alignment concern despite insider trading compliance and clawback frameworks .
- Equity award structure: Director annual option grants are time‑based rather than performance‑linked; while standard for boards, it offers limited pay‑for‑performance signaling for directors .
- Related‑party review: No related‑party transactions involving Larsen disclosed; the only 2024 related‑party item was employment of the CEO’s daughter, which the company states was consistent with peer compensation; audit committee oversees related‑party policy .
-
Ownership alignment:
- Larsen’s ownership is modest (<1%); includes vested/exercisable options, aligning incentives albeit with limited absolute stake .
Fixed Compensation (Detail)
| Cash Components (2025 Policy) | Amount |
|---|---|
| Board Retainer (member) | $40,000 |
| Non‑Executive Chair Retainer | $35,000 |
| Audit Chair | $20,000 |
| Compensation Chair | $15,000 |
| Nominating Member | $5,000 |
- 2024 actual cash fees for Larsen: $114,436 .
Performance Compensation (Detail)
| Equity Component | Grant | Vesting | Term/Treatment |
|---|---|---|---|
| Annual Non‑Employee Director Option | 17,600 shares | Vests after one year | Exercise at closing price; full vest immediately prior to Change in Control per 2021 Plan; no repricing without stockholder approval |
| 2024 Grant Fair Value (Larsen) | $16,693 | N/A (valuation) | Computed under ASC 718 (see 10‑K Note 10 assumptions) |
No director performance metrics (e.g., TSR/EBITDA targets) disclosed for equity grants to non‑employee directors; awards are primarily time‑vested options .
Other Directorships & Interlocks (Detail)
| Company | Role | Note |
|---|---|---|
| Acufocus, Inc.; CardioFocus; Intuity Medical Inc.; Torax Medical, Inc. | Director | No FEMY‑specific interlocks/conflicts disclosed . |
Expertise & Qualifications (Detail)
- Mechanical engineering (BS) and 35+ years in medtech operations, R&D, and company formation; >30 patents .
- Financial oversight: audit committee chair and designated “financial expert” .
Equity Ownership (Detail)
| Category | Shares |
|---|---|
| Common shares owned | 31,476 |
| Options exercisable (≤60 days) | 17,000 (all vested) |
| Total beneficial ownership | 48,476 (<1% of 27,239,885 outstanding on Apr 8, 2025) |
Governance Summary for Investors
- Board effectiveness signal: Independent non‑executive chair with audit financial expertise supports oversight; however, concurrent chairmanship of audit and compensation centralizes authority—monitor committee refresh/rotation .
- Alignment and incentives: Director pay mixes cash retainers with annual option grants; lack of performance‑linked director equity is typical but limits pay‑for‑performance optics; Larsen’s personal stake is small but includes vested options .
- Policy infrastructure: Clawback policies are in place (executives and plan awards), but absence of a standalone anti‑hedging policy is a governance gap investors may flag .
- Conflicts: No related‑party transactions involving Larsen disclosed; related‑party oversight framework exists via audit committee policy .