Bethany L. Sensenig
About Bethany L. Sensenig
Independent director (Class II) appointed October 1, 2025; serves on the Audit Committee. She is currently CFO and Head of Operations at Radius Health; previously Interim CEO/CFO at 9 Meters Biopharma, CFO & Head of U.S. Operations at Minovia Therapeutics, and spent 13 years at Biogen culminating as VP of Finance & Commercial Operations overseeing $1B+ across 30 countries. Education: B.S. in Accounting & Business Management (Montreat College) and MBA (Western Carolina University). The Board determined she is independent under Nasdaq and SEC rules; no related-party transactions under Item 404(a) were disclosed at appointment. Age not disclosed in filings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Radius Health, Inc. | Chief Financial Officer & Head of Operations | Current | Finance and operations leadership at commercial-stage biopharma |
| 9 Meters Biopharma, Inc. | Interim Chief Executive Officer; Chief Financial Officer | Prior | Led rare disease biotech as interim CEO/CFO |
| Minovia Therapeutics | CFO & Head of U.S. Operations | Prior | Built U.S. operating/finance function for clinical-stage biotech |
| Biogen Inc. | Vice President, Finance & Commercial Operations | ~13 years | Oversaw $1B+ revenue across 30 countries; global commercial finance |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Supernus Pharmaceuticals, Inc. | Director | Current | Audit Committee member |
Board Governance
- Appointment and class: Appointed to the Board and Audit Committee effective October 1, 2025; Class II director term to expire at the 2026 Annual Meeting.
- Independence: Board determined she meets Nasdaq and SEC independence requirements for audit committee service.
- Committee assignments: Audit Committee member; Nancy Stuart transitioned off Audit and joined Compensation Committee contemporaneous with Sensenig’s appointment.
- Committee composition context (from latest proxy prior to appointment): Audit Committee chaired by Edward W. Unkart with members Brian J.G. Pereira and Nancy Stuart; after 10/1/25, Sensenig replaces Stuart on Audit; Compensation Committee previously William Fairey and Patrick Treanor (Treanor Chair); Stuart added to Compensation on 10/1/25.
- Attendance: FY2025 Board met 6 times; Audit 4; Comp 1; Nominating acted by unanimous written consent. No current director attended fewer than 75% in FY2025; Sensenig joined after FY2025 and thus has no FY2025 attendance record.
- Executive sessions, independence structure: Independent directors meet in regular executive sessions; Board is majority independent; CEO and Chair roles separated.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $42,500 | Non-employee director annual retainer (unchanged for transition period) |
| Audit Committee member fee | $10,000 per year | Applies to Sensenig as Audit Committee member |
| Chair fees (reference) | Audit Chair: $20,000; Comp Chair: $15,000; Nominating Chair: $10,000 | For context; Sensenig is not a chair as of appointment |
| Additional Board Chair retainer | $30,000 | Paid to non-employee Chairman (context) |
| Meeting fees | None disclosed | Company reimburses reasonable out-of-pocket expenses; no per-meeting fees disclosed |
Performance Compensation
| Equity Award | Grant Date | Award Size | Vesting | Terms/Notes |
|---|---|---|---|---|
| Initial director stock option | October 1, 2025 | 45,000 options | Monthly over 3 years | Granted at appointment; consistent with June 2025 policy increase; exercise price set per plan at grant FMV (price not disclosed) |
| Annual director option (policy) | At each annual meeting (for directors with ≥1 year of service) | 30,000 options | Monthly over 1 year | First eligible for Sensenig beginning with 2026 annual meeting if still serving and meets tenure threshold |
Performance metrics: Director equity grants are time-based options; no performance-vested metrics are disclosed for directors (PSUs/PSOs relate to executives, not directors).
Other Directorships & Interlocks
| Company | Overlap/Relationship | Potential Interlock/Conflict Assessment |
|---|---|---|
| Supernus Pharmaceuticals (Director; Audit Committee) | CNS-focused commercial pharma | Distinct therapeutic focus from KalVista’s HAE franchise; Board affirmed independence and disclosed no related-party transactions at appointment. |
- Related-party transactions: None involving Sensenig required to be disclosed under Item 404(a) at appointment.
- Indemnification: Will execute Company’s standard indemnification agreement for directors.
Expertise & Qualifications
- Finance and operations executive with public company CFO experience (Radius Health; prior CFO/Interim CEO at 9 Meters; CFO & U.S. Ops at Minovia).
- Deep biopharma commercial finance background (13 years at Biogen; VP Finance & Commercial Ops overseeing $1B+ across 30 countries).
- Public company board and audit committee experience (Supernus Pharmaceuticals).
- Academic credentials in accounting, business management, and MBA.
Equity Ownership
- Initial option grant: 45,000 options (time-based vesting, 3-year monthly schedule).
- Beneficial ownership: The 2025 DEF 14A security ownership table predates her appointment and thus does not list Sensenig; beneficial ownership will first appear in subsequent filings.
- Hedging/pledging policy: Company prohibits hedging and pledging by directors/officers (pledging only with General Counsel approval).
Governance Assessment
- Signals supporting investor confidence:
- Independence and audit-committee qualification affirmed at appointment; no related-party transactions disclosed.
- Compensation structure skews to at-risk equity via options (45,000 initial; 30,000 annual thereafter), aligning director incentives with shareholder value appreciation; June 2025 revisions increased equity intensity vs. prior policy (from 17,000 initial and 10,000 annual options), which enhances alignment but increases potential dilution.
- Board oversight infrastructure: majority independent, separate Chair/CEO, regular executive sessions, defined charters, annual Board/committee self-evaluations, and clawback policy for incentive compensation.
- Say-on-Pay 2025 passed with strong support (33,600,808 For; 3,985,860 Against; 5,112 Abstain; 3,882,274 broker non-votes), suggesting generally positive shareholder sentiment toward governance/compensation.
- Watch items / potential red flags:
- Director equity awards were materially increased in June 2025 (initial grant to 45,000 options; annual to 30,000), which investors may scrutinize for dilution and pay design even though structure remains option-based (performance risk retained).
- Attendance for Sensenig will be assessable in the next proxy; FY2025 attendance data do not cover her tenure.
Appendix: 2025 Shareholder Advisory Vote (Reference)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 33,600,808 | 3,985,860 | 5,112 | 3,882,274 |
Notes on Committee Structure (Post-Appointment Snapshot)
- Audit Committee: Edward W. Unkart (Chair), Brian J.G. Pereira, Bethany L. Sensenig (Sensenig added; Stuart removed).
- Compensation Committee: Patrick Treanor (Chair), William Fairey, Nancy Stuart (Stuart added October 1, 2025).
- Nominating & Corporate Governance: Nancy Stuart (Chair), Brian J.G. Pereira, Laurence Reid (unchanged per latest proxy).