Meenu Chhabra Karson
MACROGENICSAbout Meenu Chhabra Karson
Independent director at MacroGenics since January 2023; age 52. Currently CEO of Evercrisp Biosciences (private; since September 2024), Executive Chair at Samsara Therapeutics (since July 2023), and previously Chair of Apexigen until its August 2023 sale to Pyxis Oncology. Prior roles include CEO of Proteostasis Therapeutics (2014–2020) and Allozyne (2007–2014), Chief Business Officer at BioXell, and earlier leadership roles at Novartis, Warner-Lambert, and Bristol-Myers Squibb. She holds an MBA (York University) and B.Sc. (University of Toronto). Approximate board tenure: ~2 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proteostasis Therapeutics (public) | President & CEO | May 2014 – Dec 2020 | Led public biotech; operational and capital markets experience |
| Allozyne, Inc. | President & CEO | 2007 – 2014 | Early-stage biotech leadership |
| BioXell SpA | Chief Business Officer | Prior to 2007 | Business development leadership |
| Novartis; Warner-Lambert; Bristol-Myers Squibb | Roles of increasing responsibility | N/A | Big Pharma operating and commercial experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Evercrisp Biosciences | Chief Executive Officer | Current (since Sep 2024) | Private biotech CEO |
| Samsara Therapeutics | Executive Chair, Board | Current (since Jul 2023) | Private company |
| Apexigen | Chair, Board | Prior (Jul 2022 – Aug 2023) | Company acquired by Pyxis Oncology in Aug 2023 |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Karson is independent under Nasdaq rules. Independent directors meet in regular executive sessions.
- Committees and roles (2025):
- Audit Committee member; designated “audit committee financial expert” by the Board; committee is fully independent.
- Human Capital Management (Compensation) Committee member; committee is fully independent.
- Attendance and engagement: In 2024, the Board met 13 times; Audit (4), HCMC (7), Nominating (4), Science & Technology (5). All then-current directors attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting.
- Leadership structure: Separate Chair (non-employee) and CEO roles.
Fixed Compensation (Director)
- Director compensation program (2024 parameters; amended Feb 2025 effective May 2025):
- Annual cash retainer: $45,000; non-employee Chair additional $35,000.
- Committee retainers (member/chair): Audit $10,000/$20,000; Human Capital $7,500/$15,000; Nominating $5,000/$10,000; Science & Technology $10,000/$20,000.
- Cash retainers paid quarterly; directors may elect stock options in lieu of cash (Black-Scholes equivalent).
- 2024 individual compensation for Karson (non-employee director):
- She elected to receive 2024 fees in stock options in lieu of cash (17,077 options; grant-date fair value $62,500).
- Compensation detail (year ended Dec 31, 2024):
| Component | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | — |
| Stock Awards (RSUs) ($) | 27,690 |
| Option Awards ($) | 122,999 |
| Total ($) | 150,689 |
- Program change (effective May 2025): Initial Option/Annual Option share counts increased to 44,000/22,000; Initial RSU/Annual RSU set at 7,500/3,750 (from 33,000/16,500 and 13,000/6,500, respectively).
Performance Compensation (Director Equity)
- Annual director equity grants (2024 framework): Annual Option 16,500 shares; Annual RSU 6,500; RSU grant-date price $4.26 as of May 21, 2024.
- Vesting mechanics:
- Options: Initial Option vests 1/36 monthly; Annual Option vests 1/12 monthly.
- RSUs: Initial RSUs vest annually over three years; Annual RSUs vest after one year or the day prior to next annual meeting.
| Equity Element | Grant Size (2024) | Vesting | 2025 Change |
|---|---|---|---|
| Annual Option | 16,500 sh | 1/12 monthly | 22,000 sh effective May 2025 |
| Annual RSU | 6,500 sh | 1 year | 3,750 sh effective May 2025 |
| Initial Option | 33,000 sh | 1/36 monthly | 44,000 sh effective May 2025 |
| Initial RSU | 13,000 sh | 3 annual tranches | 7,500 sh effective May 2025 |
| 2024 RSU grant-date price | $4.26/sh (May 21, 2024) | N/A | N/A |
Note: MacroGenics does not tie non-employee director pay to performance metrics; equity vests time-based, aligning with long-term service rather than quantitative performance targets.
Other Directorships & Interlocks
- Current public company directorships: None disclosed (current external roles are private companies).
- Prior public boards: Apexigen (Chair; exited upon Aug 2023 acquisition); leadership of Proteostasis Therapeutics as CEO (public). No disclosed interlocks or related-party transactions with MacroGenics.
Expertise & Qualifications
- More than 20 years of operational and financial leadership in biopharma; CEO experience at multiple biotech companies; Big Pharma background (Novartis, Warner-Lambert, BMS). Audit committee financial expert designation underscores financial sophistication for audit oversight.
Equity Ownership
- Beneficial ownership (Record Date: Mar 24, 2025):
| Holder | Shares Owned | Shares Issuable within 60 Days (Options/RSUs) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Meenu Chhabra Karson | 4,500 | 102,253 | 106,753 | <1% |
- Outstanding director equity (as of Dec 31, 2024): Unvested stock awards: 6,500; options outstanding: 103,754.
- Ownership policies: Anti-hedging and anti-pledging policy applies to directors. Stock ownership guidelines require directors to hold shares equal in value to 3x the annual board retainer within five years of applicability.
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay (for FY2023): 95.7% approval of votes cast.
- 2025 annual meeting results (Item 5.07 Form 8-K): Karson re-elected (43,279,299 For; 553,989 Withheld). Say-on-pay approved (42,433,276 For; 1,382,356 Against; 17,656 Abstain; 8,171,555 broker non-votes). Equity plan share increase approved (26,266,489 For; 17,556,578 Against; 10,221 Abstain; 8,171,555 broker non-votes).
Related-Party Transactions (Conflicts)
- Company reports no related-party transactions since January 1, 2023 meeting the $120,000 threshold, including with directors. Audit Committee pre-approves and reviews potential conflicts per policy.
Risk Indicators & Red Flags
- Related-party transactions: None disclosed involving Karson.
- Hedging/pledging: Prohibited for directors (reduces misalignment/credit risk).
- Attendance: All directors met ≥75% threshold in 2024; no low-attendance concern disclosed.
- Option repricing: Prohibited without stockholder approval under the plan; no single-trigger CIC acceleration. Clawback policy compliant with SEC/Nasdaq.
- Shareholder sentiment: Strong say-on-pay support; equity plan increase passed with notable opposition (context for dilution sensitivity).
Governance Assessment
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Strengths
- Independent director with dual committee assignments (Audit; HCMC) and audit committee financial expert designation—enhances board oversight of financial reporting and pay-for-performance design.
- High alignment: elected to take fees in options versus cash; meaningful options and RSU exposure; anti-hedging/pledging policy and director ownership guidelines support long-term alignment.
- No related-party ties with MacroGenics; no conflicts disclosed.
- Strong shareholder support on say-on-pay suggests investor confidence in compensation governance.
-
Watch items
- Equity plan expansion passed with significant “Against” votes—investors are dilution-sensitive; as a HCMC member, continued discipline on burn rate and grant sizing is important.
- Multiple external leadership roles (CEO of Evercrisp; Executive Chair at Samsara) require continued monitoring for potential conflicts or overboarding risk; no transactions with MGNX disclosed.
-
Implications for investors
- Karson’s financial expertise and compensation committee role are positives for oversight; her choice of options in lieu of cash is a favorable alignment signal. Absent conflicts and solid meeting participation bolster governance quality.