Karen Akinsanya
About Karen Akinsanya
Karen Akinsanya, Ph.D., age 57, has served as an independent Class III director of Nautilus Biotechnology since March 2022, with her current term expiring in 2027. She is President of R&D, Therapeutics at Schrödinger, Inc.; previously EVP and Chief Biomedical Scientist (2020–2022) and SVP and Chief Biomedical Scientist (2018–2019). She spent 12 years at Merck across R&D and BD&L leadership, and earlier worked in drug discovery at Ferring Pharmaceuticals. She holds a B.Sc. in Biochemistry (Queen Mary College, University of London), a Ph.D. in Endocrine Physiology (Imperial College), and completed postdoctoral studies at the Ludwig Institute for Cancer Research, University College London .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Associate Vice President, Early Scientific Assessment Lead, BD&L | Dec 2013–Jul 2017 | Led scientific assessment and licensing; cross-functional BD integration |
| Merck & Co., Inc. | Collaboration Lead & Executive Director, Cardiovascular Research | Jan 2010–Dec 2013 | Drove research collaborations and CV portfolio progress |
| Merck & Co., Inc. | Associate Director, Clinical Pharmacology | Oct 2005–Dec 2009 | Advanced clinical pharmacology across programs |
| Ferring Pharmaceuticals (UK/US) | Drug discovery roles | 1997–2005 | Discovery work across therapeutic areas |
| Envision Science Group LLC | Founder & President; industry consulting | Founded 2007; consulting Jul 2017–Apr 2018 | Translational science consulting to pharma clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Schrödinger, Inc. (NASDAQ: SDGR) | President, R&D, Therapeutics | Feb 2022–present | Senior leader of therapeutics R&D |
| Schrödinger, Inc. | EVP & Chief Biomedical Scientist | Jan 2020–Feb 2022 | Executive leadership in biomedical science |
| Schrödinger, Inc. | SVP & Chief Biomedical Scientist | Apr 2018–Dec 2019 | Senior scientific leadership |
Board Governance
- Independence: The Board determined Akinsanya is independent under Nasdaq standards; NAUT’s Board has a majority of independent directors .
- Committees: Current member, Nominating and Governance Committee; appointed to join the Compensation Committee effective upon conclusion of the 2025 annual meeting .
- Committee activity: Audit (4 meetings in 2024), Compensation (4), Nominating & Governance (3) .
- Attendance: In FY2024, the Board held four meetings; each director attended at least 75% of Board and applicable committee meetings; six directors attended the 2024 annual meeting .
- Executive sessions: Non‑employee directors meet in executive session at least twice per year .
- Board leadership: Chairperson role separated from CEO; independent Chair Matthew Posard .
Fixed Compensation
| Item | FY 2024 | Notes |
|---|---|---|
| Annual cash fees (paid) | $45,000 | Policy: $40,000 director retainer; +$5,000 for nominating & governance committee membership |
| Committee cash policy | Audit member $10,000; Audit chair $20,000; Compensation member $7,000; Compensation chair $14,000; Nominating member $5,000; Nominating chair $10,000; Board chair $40,000 | Paid quarterly; chair gets chair fee, not member fee |
Performance Compensation
| Equity Element | FY 2024 Grant Fair Value | Vesting | Terms |
|---|---|---|---|
| Annual stock option award (director) | $89,782 | 1/12 monthly post-grant, subject to service | 10-year term; exercise price at 100% FMV on grant date |
| Initial director option award (policy) | Up to $370,000 grant-date fair value or 90,000 shares cap | 1/36 monthly post-grant, subject to service | 10-year term; exercise price at 100% FMV |
| Annual director option award (policy) | Up to $185,000 grant-date fair value or 45,000 shares cap | 1/12 monthly post-grant, subject to service | 10-year term; exercise price at 100% FMV |
| Change-in-control treatment (non‑employee directors) | Full acceleration of outstanding director equity upon CoC, subject to service through CoC date | N/A | Options granted under 2021 Plan; additional CoC protections in plan for non‑employee directors on post‑transaction termination |
No director performance metrics (e.g., TSR/EBITDA targets) are disclosed for director equity; awards vest time-based under the Outside Director Compensation Policy .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Akinsanya in NAUT’s proxy . |
| Schrödinger, Inc. | Executive (not a director) | — | No related-party transactions with NAUT since Jan 1, 2023; policy in place; none proposed . |
Expertise & Qualifications
- Deep life sciences leadership across discovery, clinical pharmacology, and business development/licensing; executive experience at Schrödinger and Merck .
- Academic credentials include Ph.D. in Endocrine Physiology and postdoctoral cancer research; strong translational science background .
- Board brings industry domain expertise relevant to NAUT’s proteomics/biotech focus .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Components | Policy Notes |
|---|---|---|---|---|
| Karen Akinsanya | 210,409 | <1% | Options exercisable within 60 days counted as beneficial ownership; outstanding options to purchase 210,409 shares as of 12/31/2024 | Company prohibits hedging/pledging and short sales; directors covered by insider trading policy |
Vested vs. unvested split of director options is not disclosed for Akinsanya; Section 16(a) filings were compliant in 2024 for all directors and officers .
Governance Assessment
- Strengths: Independent director with substantial biopharma R&D and BD experience; active on Nominating & Governance and joining Compensation Committee, supporting board effectiveness in succession, governance frameworks, and pay oversight . Time-based equity aligns director incentives with long-term shareholder value; robust clawback policy adopted (Oct 2, 2023); strict insider trading and anti-hedging/pledging policies bolster alignment and investor confidence .
- Alignment: Receives balanced cash/equity mix (FY2024 cash $45k; equity grant FV $89,782) with ongoing ownership via options; overall beneficial ownership <1% typical for outside directors in small/mid-cap biotech .
- Engagement: Board and committees met regularly in 2024; directors met attendance thresholds and hold executive sessions to ensure independent oversight .
- Conflicts/Red Flags: No related-party transactions since Jan 1, 2023; none proposed; Compensation Committee interlocks: none; Section 16 compliance clean—no delinquent filings. Potential time-commitment consideration from external executive role at Schrödinger, but no disclosed interlocks or transactions with NAUT reduce conflict risk .
- Structural context: NAUT remains an Emerging Growth Company (through FY2025 timeline), reducing mandatory say‑on‑pay and some disclosure requirements; investors should note EGC status when evaluating comp disclosures and advisory votes .