Karen Wilson
About Karen J. Wilson
Karen J. Wilson (61) is a non‑executive, independent director of LAVA Therapeutics N.V. since March 2021, serving through a term expiring at the 2027 AGM . A CPA with a B.S. in Business from UC Berkeley, she brings deep finance and accounting expertise from senior roles at Jazz Pharmaceuticals, PDL BioPharma, ViroLogic, Novare Surgical Systems, Deloitte & Touche, and her consulting firm Wilson Crisler LLC . She is designated an audit committee financial expert and currently chairs LAVA’s Audit Committee; she also sits on the Compensation Committee . Following the November 2025 tender offer closing, Wilson remained on LAVA’s Board while several directors departed, underscoring continuity of independent oversight during the transition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals plc | SVP Finance; previously VP Finance & Principal Accounting Officer | Feb 2011 – Sep 2020 | Led public-company finance and reporting; senior leadership in finance |
| PDL BioPharma, Inc. | VP Finance & Principal Accounting Officer | Not disclosed (prior to 2011) | Public-company accounting oversight |
| ViroLogic, Inc. | Chief Financial Officer | Not disclosed | CFO responsibilities |
| Novare Surgical Systems, Inc. | CFO & VP Operations | Not disclosed | Finance and operations leadership |
| Wilson Crisler LLC | Principal | Not disclosed | Consulting in finance/accounting |
| Deloitte & Touche LLP | Consultant and auditor | Not disclosed | Audit and advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elicio Therapeutics (formerly Angion Biomedica) | Director | Since Mar 2020 | Not disclosed |
| Connect Biopharma | Director | Since Dec 2020 | Not disclosed |
| Serina Therapeutics | Director | Since Jan 2025 | Not disclosed |
| Vaxart, Inc. | Director | Aug 2020 – Aug 2022 | Not disclosed |
Board Governance
- Independence: Board affirmatively determined Wilson is independent under Nasdaq standards; all committees are fully independent .
- Committee assignments: Audit Committee (Chair); Compensation Committee (member) .
- Board leadership: Independent Chairperson (Kapil Dhingra), separate from CEO, with regular executive sessions of independent directors .
- Attendance and engagement: In 2024 the Board met 4 times; Audit 5, Compensation 3, Nominating 3; all directors attended at least 75% of meetings .
- Continuity post‑transaction: After the November 2025 closing, Wilson remained on the Board and its committees as applicable, providing ongoing independent oversight .
- Hedging/Pledging: Company policy prohibits hedging, short‑selling, options trading, and pledging of LAVA securities by directors .
Fixed Compensation
| Year | Cash Fees (Annual Retainer/Committee Fees) |
|---|---|
| 2024 | $55,000 |
Policy notes: Non‑employee director compensation is set within a shareholder‑adopted policy framework; the Board (via the Compensation Committee) determines the mix and limits, with no recurring EU‑style say‑on‑pay given Nasdaq listing status .
Performance Compensation
| Year | Option Awards (Grant‑date Fair Value) | Outstanding Options (as of 12/31/2024) | Vesting Terms |
|---|---|---|---|
| 2024 | $40,836 (ASC 718) | 97,651 options | Company plans commonly vest monthly across 48 months or similar schedules, with max 10‑year terms |
Tender offer treatment (October–November 2025):
| Item | Detail |
|---|---|
| In‑the‑Money Options at Closing | 33,390 options |
| Cash Consideration for Options | $3,673 (based on $1.04 per share cash minus strike, net of withholding) |
| CVRs | One CVR per share subject to each In‑the‑Money Option (value contingent; not tabulated in filing) |
Notes: No director PSUs/RSUs or performance metric linkages are disclosed for non‑employee directors; awards are time‑vested options under LAVA’s equity plans .
Other Directorships & Interlocks
- Current public boards: Elicio Therapeutics, Connect Biopharma, Serina Therapeutics .
- Prior public board: Vaxart, Inc. .
- Related‑party transactions: The proxy reports no related‑party transactions involving directors beyond standard indemnification; any such transactions must be reviewed by independent directors per policy .
- Support Agreements: In connection with the XOMA transaction, Wilson (among other directors) entered a tender/support agreement to tender shares and support EGM resolutions—standard in change‑of‑control contexts but a potential perceived conflict to monitor .
Expertise & Qualifications
- Audit committee financial expert designation; deep public‑company finance and accounting experience .
- Industry experience: Extensive life sciences finance leadership at Jazz and other biopharma/medtech entities .
- Education and credentials: CPA; B.S. in Business, University of California, Berkeley .
Equity Ownership
| Date | Total Beneficial Ownership (Shares) | Composition | % of Outstanding |
|---|---|---|---|
| Mar 31, 2025 | 107,651 | 10,000 common; 97,651 options exercisable within 60 days | <1% |
| Sep 2, 2025 | 107,651 | Not re‑itemized; consistent total | <1% |
Policy constraints: Directors are prohibited from pledging or hedging company stock .
Governance Assessment
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Strengths
- Independent director, Audit Chair, and audit committee financial expert—supports robust oversight of financial reporting, controls, and compliance .
- Solid engagement with meeting attendance thresholds and committee service; independent Board leadership with regular executive sessions .
- Clear controls on trading conduct (hedging/pledging ban) and structured compensation governance, with independent consultant engagement by the Compensation Committee (Pearl Meyer) .
-
Potential Watch‑Items / RED FLAGS
- Transaction‑related support agreement (tender/vote commitments) can create perceived conflicts; board noted and considered such interests during approval of the Purchase Agreement; monitor independence and stakeholder balance post‑closing .
- Multiple external board roles in biotech increase network reach but warrant ongoing conflict screening; no related‑party transactions disclosed involving Wilson .
- Option awards accelerated and cashed out at tender closing (modest amounts for Wilson); ensure future equity structures maintain long‑term alignment and avoid repricing or undue burn .
Overall, Wilson’s profile—CPA, audit chair, independent status, and steady attendance—supports board effectiveness in financial oversight, with transaction‑period continuity as an independent director a positive signal for investor confidence if conflicts continue to be transparently managed .