Larry Ellingson
About Larry K. Ellingson
Independent director at Know Labs (KNW) since November 2023; age 78. He holds a BS in Pharmacy from North Dakota State University and an Executive MBA from Babson College. Prior roles include leadership in Eli Lilly’s global diabetes business and Director of Pharmaceutical New Product Planning; he has served on Know Labs’ advisory board since April 23, 2019. Ellingson chairs the Nominating and Corporate Governance Committee and is deemed independent under NYSE American rules; directors attended at least 75% of meetings in the last fiscal year and all directors attended the virtual 2023 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Leader in global diabetes; Director, Pharmaceutical New Product Planning (GI, skeletal, endocrine, infectious diseases) | Retired May 2001; leadership roles spanned more than half his career | Multiple awards incl. Lilly President’s Award; contributions to diabetes research and customer service recognized by Lilly and ADA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Diabetes Consulting LTD | President | 2006–present | Consulting leadership in diabetes |
| Diabetes Leadership Council | Co‑Founder; Vice Chair Global Initiatives | 2013–present | Advocacy and program leadership in diabetes |
| Know Labs, Inc. | Advisory Board Member | Apr 23, 2019–present | Advisory support pre‑board service |
| American Diabetes Association | Various leadership roles; Chair/Vice Chair of Board, Fundraising, Executive, Nominating | ~20+ years | Long‑standing governance and fundraising impact; ADA recognition awards (e.g., Charles H. Best Medal, Wendell Mayes Jr. Award) |
| Other non‑profits (e.g., NDSU Research Park, International Diabetes Federation, Academy of Nutrition and Dietetics, Nurse Practitioners Healthcare Foundation) | Board/committee roles | Various | Ongoing governance contributions |
Board Governance
- Independence: Independent director under NYSE American rules; KNW Board had 7 directors with 6 independent (including Ellingson) .
- Committee assignments: Chair, Nominating and Corporate Governance; member composition also includes Pepper and Takesako. Audit Committee comprised of Owens, Pepper (chair), and Londergan; Compensation Committee comprised of Owens (chair), Cronin, Pepper .
- Attendance: Each director attended at least 75% of Board and committee meetings in the last fiscal year; all directors attended the virtual 2023 annual meeting .
- Governance processes: Nominating Committee oversees director selection, governance policy, and related‑party transaction approvals; Audit oversees financial reporting and internal controls; Compensation oversees pay structure and plans .
- Committee changes: Following the Sept 6, 2024 resignation of director Timothy Londergan, the Board appointed Ichiro Takesako to the Audit Committee .
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Annual cash retainer (non‑employee directors) | $10,000 | $12,500 | Not disclosed specific to FY 2024; directors received cash retainer policy continued |
| Meeting fees | None disclosed | None disclosed | None disclosed |
| Committee chair fees | Not disclosed | Not disclosed | Not disclosed |
Notes:
- Ellingson was appointed in Nov 2023; he received no FY 2023 director compensation due to timing of appointment .
Performance Compensation
| Metric/Instrument | FY 2024 Details |
|---|---|
| Director equity awards – options | Company issued stock option grants to six directors totaling 2,809,817 shares at $0.46 exercise price; 5‑year term; vested at issuance. Individual grant allocation by director not disclosed . |
| Director equity awards – stock grants | During six months ended Mar 31, 2024, 453,492 common shares issued to six directors at $0.434 per share for director services (total $196,816). Individual director amounts not disclosed . |
| Performance metrics tied to director compensation | None disclosed (director compensation primarily stock options/stock grants plus cash retainer) . |
| Clawback policy (directors) | Not disclosed specific to director compensation . |
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | No public company directorships identified in KNW proxy biography . |
| Private/non‑profit boards | ADA; International Diabetes Federation; Academy of Nutrition and Dietetics; Nurse Practitioners Healthcare Foundation; NDSU Research Park | Various leadership/committee roles | Extensive non‑profit governance involvement; no KNW‑competitor interlocks disclosed . |
Expertise & Qualifications
- Deep domain expertise in diabetes and life sciences commercialization; decades of leadership experience including global diabetes franchise at Eli Lilly .
- Recognized industry contributor with multiple awards (e.g., ADA Best Medal; Wendell Mayes Jr. Award) .
- Academic credentials in Pharmacy (NDSU) and Executive MBA (Babson) .
- Governance experience across multiple health‑related organizations and committees; chairs KNW’s Nominating and Corporate Governance Committee .
Equity Ownership
| Metric | Jun 30, 2024 | Sep 12, 2024 | Dec 31, 2024 | Jun 20, 2025 |
|---|---|---|---|---|
| Shares beneficially owned (amount) | 336,575 | 336,575 | 306,575 (16,164 direct + 290,411 options) | 25,404 (direct) |
| Beneficial ownership (%) | Not disclosed | 0.3% | Not disclosed (table based on 111,166,117 shares outstanding) | Less than 1% (asterisk notation) |
| Direct shares | Not disclosed | Not disclosed | 16,164 | 25,404 |
| Options exercisable within 60 days | Not disclosed | 320,411 | 290,411 | Not disclosed in 2025 table for Ellingson |
| Warrants/other derivative exposure | Not disclosed for Ellingson | Not disclosed for Ellingson | Not disclosed for Ellingson | Not disclosed for Ellingson |
| Shares pledged as collateral | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Governance Assessment
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Strengths
- Independence and committee leadership: Serves as independent director and chairs Nominating & Corporate Governance, overseeing director selection, governance policies, and related‑party approvals .
- Attendance and engagement: At least 75% meeting attendance; full Board attendance at annual meeting signals engagement .
- Domain expertise: Extensive diabetes industry leadership and non‑profit governance experience aligns with KNW’s healthcare focus .
-
Potential Watch‑Items / RED FLAGS
- Heavy equity‑based director comp with immediate vesting: FY 2024 director option grants vested at issuance, which weakens long‑term performance linkage; individual director allocations not disclosed, reducing transparency .
- Dilution/anti‑takeover signals: Board pursued repeated authorized common stock increases in Oct 2024 and July 2025 special meetings; proxy disclosed that increasing authorized shares can have anti‑takeover effects (e.g., voting impediments), a potential governance concern for investors .
- Related‑party transactions oversight: While Ellingson’s biography shows no related‑party transactions, the company paid ~$713,000 to a firm led by another independent director (Cronin), underscoring the importance of rigorous Nominating/CG oversight; Ellingson’s committee is responsible for approving related party transactions .
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Shareholder voting outcomes (context)
- Oct 25, 2024 special meeting: Authorized share increase to 300M approved; 2021 equity plan share increase to 40M approved; adjournment authority approved .
- July 31, 2025 special meeting: Authorized share increase, private placement/change of control approval, equity plan increase, and adjournment all approved (For/Against/Abstain tallies disclosed) .
Overall, Ellingson appears independent, engaged, and governance‑focused (committee chair). Key investor scrutiny should center on director equity grant structures (immediate vesting), transparency of individual director awards, and KNW’s capital actions that may dilute existing holders, with the Nominating & Corporate Governance Committee’s oversight pivotal to investor confidence .
Notes on Disclosures
- No public company directorships, executive employment contracts, severance/CoC terms, or director‑level clawbacks/tax gross‑ups were disclosed for Ellingson in available KNW proxies and 8‑Ks .
- Legal proceedings and family relationships: None reported for directors, including Ellingson .