Heidi Henson
About Heidi Henson
Independent director of Lisata Therapeutics since September 2022; currently serves as Chair of the Audit Committee and is designated an “audit committee financial expert.” She has 20+ years of financial operations experience, primarily as CFO in public and private biopharma. Education: B.S. in Accounting (University of San Diego); Certified Public Accountant (CA, inactive). Age 59; Class II director with current term expiring at the 2027 annual meeting. Also serves on the boards of PepGen and Perspective Therapeutics.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Pardes Biosciences | Chief Financial Officer | Previously; led tender offer and de‑SPAC transactions | Executed capital markets/transactional finance through tender offer and de‑SPAC processes |
| Imbria Pharmaceuticals | Chief Financial Officer | Previously | Financial leadership in clinical-stage biotech |
| Kura Oncology | Chief Financial Officer | Previously | Built public-company finance and reporting capabilities |
| Wellspring Biosciences / Araxes Pharma (parent) | Chief Financial Officer | Previously | Portfolio/parent co. finance leadership across entities |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| PepGen | Director | Current | Public company board service |
| Perspective Therapeutics | Director | Current | Public company board service |
Board Governance
- Independence: The board has determined that Ms. Henson is an independent director under Nasdaq standards.
- Committee assignments: Audit Committee (Chair); Compensation Committee (member). All Audit members (including Henson) qualify as “audit committee financial expert.” Audit met 4x; Compensation met 5x during 2024.
- Attendance: In 2024 the Board met 5x; each director attended 100% of Board and committee meetings, except one Audit Committee meeting and one Nominating & Governance meeting where one member was absent (names not disclosed); all directors attended the 2024 virtual annual meeting.
- Board structure: Classified board (staggered terms); Henson is Class II with term expiring in 2027.
- Insider trading/hedging/pledging: Company policy prohibits short sales, pledging/margining company stock, and hedging (collars/derivatives). Quarterly trading blackouts and pre-clearance apply.
Fixed Compensation
| Component | Amount/Structure | Evidence |
|---|---|---|
| Annual cash retainer (non‑employee director) | $40,000 | |
| Audit Committee Chair fee | $18,000 | |
| Compensation Committee member fee | $6,000 | |
| Total cash fees paid to Henson (2024) | $64,000 |
- Directors are reimbursed for out-of-pocket travel expenses.
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Jan 9, 2024 | Restricted Stock Units (annual equity grant) | 19,480 | $60,000 | Vests one year from grant date (time-based) |
- Director equity grants are time-based RSUs, not performance-conditioned; 2024 annual grant targeted at $60,000. New directors receive initial RSU grants equal to 2x the annual grant with 3-year ratable vesting.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Notes |
|---|---|---|
| PepGen | Director | No related-party transactions with Lisata disclosed in 2024. |
| Perspective Therapeutics | Director | No related-party transactions with Lisata disclosed in 2024. |
- Related party transactions: None during fiscal 2024; Audit Committee reviews and must approve any such transactions under a written policy.
Expertise & Qualifications
- Financial/accounting expertise: CPA (inactive) and designated “audit committee financial expert.”
- Biopharma finance operator: Multiple CFO roles across public/private life sciences, including de‑SPAC and tender offer execution.
- Governance: Chairs Audit; serves on Compensation; independence affirmed by the Board.
- Education: B.S. Accounting, University of San Diego.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 71,508 shares | <1% of outstanding shares |
| Vested RSUs (counted in beneficial ownership) | 39,480 | RSUs that may be settled within 60 days of 4/17/2025 |
| Options exercisable within 60 days | 32,028 | Counted in beneficial ownership |
| Unvested director RSUs (granted 1/9/2024) | 19,480 | Not vested as of 12/31/2024 |
| Shares pledged as collateral | Not disclosed; policy prohibits use of company securities to secure a margin or other loan | Policy also prohibits short sales and hedging transactions |
Governance Assessment
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Strengths:
- Independence and financial rigor: Independent status, Audit Chair, and audit committee financial expert designation; strong fit for a clinical-stage biotech with complex R&D capitalization and controls.
- Engagement: Board and committees met frequently in 2024; disclosure indicates full attendance across directors with only two committee absences (undesignated), and all directors attended the 2024 annual meeting.
- Pay alignment: Director pay mix balanced between cash (role/committee fees) and time-based equity; no option repricing or unusual perks disclosed; equity supports alignment with shareholders.
- Conflicts oversight: No related-party transactions in 2024; Audit Committee charter explicitly covers related-party reviews.
- Risk controls: Strong insider trading policy banning hedging and pledging; Audit oversees internal controls, financial reporting, and cybersecurity.
-
Watch items / potential red flags:
- Time commitments: Concurrent service on two other public company boards (PepGen, Perspective Therapeutics) raises standard capacity considerations, though no attendance shortfalls are disclosed.
- Classified board: Company maintains a staggered board, which can limit shareholder influence on board refreshment; this is a company-level structure rather than Henson-specific.
- Committee absence notation: One Audit Committee meeting in 2024 had a member absent, but the proxy does not identify which director; no pattern indicated.
-
Overall view: Henson’s CFO pedigree and accounting credentials, combined with Audit Chair leadership and equity-based director pay, support investor confidence in financial oversight and alignment. Absence of related‑party dealings and anti‑hedging/pledging policies further mitigate governance risk.