Carolyn Beaver
MEDICINOVAAbout Carolyn Beaver
Independent director since October 2020; age 67. Chair of the Audit Committee and member of the Compensation and Nominating & Corporate Governance Committees; the Board affirmatively determined she is independent under NASDAQ rules and she is designated an “audit committee financial expert.” Prior roles include KPMG audit partner (1987–2002), CFO/CAO positions at Beckman Coulter and Sequenom; B.S. in Business Administration from California State Polytechnic University, Pomona. Term up for election (Class III) at the June 17, 2025 Annual Meeting, with a proposed term to the 2028 Annual Meeting if re-elected .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Audit Partner | 1987–2002 | Led audit practice; foundation for audit committee financial expertise |
| Beckman Coulter, Inc. | Corporate VP & Controller; Chief Accounting Officer; Interim CFO | Aug 2005–Jun 2012 (CAO through Jul 2011); interim CFO Jul–Oct 2006 | Senior financial leadership; public-company reporting experience |
| Sequenom, Inc. | CFO/SVP; CFO; VP & Chief Accounting Officer | Jun 2012–Oct 2016 | Public-company CFO experience in life sciences |
| Organovo Holdings, Inc. | Director; Audit Chair | Feb 2019–Sep 2020; Audit Chair Sep 2019–Sep 2020 | Audit leadership in biotechnology |
| Commerce National Bank (CA) | Director; Audit Chair; Asset/Liability Committee member | 2005–2013 | Banking audit and ALCO oversight |
External Roles
| Company | Role | Tenure | Committee Positions |
|---|---|---|---|
| MaxLinear, Inc. | Director; Audit Committee Chair | Director since Dec 2018; Audit Chair since Feb 2021 | Audit Committee Chair |
| Sonendo, Inc. | Director; Audit Committee Chair | Since Oct 2021 | Audit Committee Chair |
Board Governance
- Committee assignments: Audit (Chair), Compensation (Member), Nominating & Corporate Governance (Member) .
- Independence: Board determined Beaver independent; MNOV has majority independent directors (Beaver, Nagao, Lemerond) .
- Attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended the 2024 Annual Meeting .
- Committee activity and counts:
- Audit Committee: Beaver (Chair), Nagao, Lemerond; 4 meetings in 2024 .
- Compensation Committee: Lemerond (Chair), Beaver, Nagao; 2 meetings in 2024 .
- Nominating & Corporate Governance: Nagao (Chair), Beaver, Lemerond; acted by unanimous written consent (no formal meetings) .
- Audit Committee report: Beaver signed Audit Committee report; committee oversaw financial reporting, internal control, and auditor independence .
- Leadership structure: CEO chairs the Board; all committees chaired by independent directors .
Fixed Compensation
| Component | Amount (USD) | Frequency/Notes |
|---|---|---|
| Annual cash retainer | $40,000 | Paid quarterly |
| Meeting fees | Not disclosed | No per-meeting fees disclosed |
| Committee chair/member cash fees | Not disclosed | No additional cash fees disclosed |
Performance Compensation
| Equity Component | Grant Size | Vesting | Exercise Price Basis | 2024 Grant Fair Value |
|---|---|---|---|---|
| Annual non-employee director stock option | 20,000 options (2024) | Equal quarterly installments over one year | 100% of fair market value on grant date | $17,319 (2024) |
- No performance metrics are disclosed for director equity grants; vesting is service-based rather than tied to operating or TSR goals .
Other Directorships & Interlocks
| Organization | Overlap/Interlock | Potential Conflict |
|---|---|---|
| MaxLinear, Inc. | External public board; audit chair | Semiconductor; not a disclosed MNOV supplier/customer; no related-party transactions disclosed |
| Sonendo, Inc. | External public board; audit chair | Dental technology; not a disclosed MNOV supplier/customer; no related-party transactions disclosed |
| Organovo (prior) | Prior biotech board; audit chair | Historical role; no current MNOV conflicts disclosed |
| Commerce National Bank (prior) | Prior bank board; audit chair | Historical role; no MNOV conflicts disclosed |
Expertise & Qualifications
- Audit committee financial expert designation (SEC definition) and NASDAQ financial sophistication confirmed by the Board .
- Deep audit and controllership background: KPMG audit partner; senior accounting/finance roles at Beckman Coulter; public-company CFO experience at Sequenom .
- Multi-industry board experience, including semiconductor and medical devices; repeated audit chair responsibilities .
- Education: B.S. in Business Administration, California State Polytechnic University, Pomona .
Equity Ownership
| Holder | Beneficially Owned Shares | % Outstanding | Composition/Notes |
|---|---|---|---|
| Carolyn Beaver | 96,125 | <1% (proxy “*”) | Includes 96,125 shares issuable pursuant to options exercisable within 60 days of Apr 21, 2025 |
| Options outstanding (12/31/2024) | 95,000 options | — | Aggregate outstanding option awards held by Beaver |
Governance Assessment
- Strengths: Independent director; Audit Chair at MNOV with SEC-recognized “financial expert” status; robust audit/CFO pedigree; satisfactory attendance; committee leadership across audit and participation in compensation and governance; modest director cash retainer with equity alignment via options .
- Potential risks: Board load across multiple audit chair roles (MaxLinear and Sonendo) could constrain time, though MNOV attendance met minimum thresholds and all directors attended the 2024 Annual Meeting; no disclosed related-party transactions or pledging/hedging red flags for Beaver in MNOV filings .
- Compensation alignment: MNOV’s director pay structure is primarily fixed cash ($40,000) with annual time-based options (20,000) at FMV; absence of performance-linked metrics in director equity may reduce explicit pay-for-performance linkage, but options provide stock price-based alignment .
RED FLAGS
- None disclosed regarding related-party transactions, tax gross-ups, option repricing, hedging/pledging, or low attendance for Beaver in MNOV’s proxy .