Karen Drexler
About Karen Drexler
Karen Drexler, age 65, is an independent Class I director at Outset Medical (OM), serving since January 2021; she sits on the Compensation Committee and chairs the Nominating & Corporate Governance Committee . Her background spans CEO roles and operating leadership in medical devices and diagnostics; she founded Amira Medical (sold to Roche) and held management roles at LifeScan, in addition to serving as CEO of Sandstone Diagnostics . She holds a B.S.E. from Princeton and an MBA from Stanford GSB, with board-level expertise in manufacturing operations, business development, strategic transactions, data analytics for patient experience, and cybersecurity risk management training . The Board lists her as independent under Nasdaq standards and confirms independence for Nominating & Corporate Governance members .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amira Medical Inc. | Founder, President & CEO | 1996–2001 | Led glucose monitoring technology; company sold to Roche |
| LifeScan | Management roles incl. manufacturing lead | Prior to 1996 | Key role in LifeScan sale to Johnson & Johnson |
| Sandstone Diagnostics, Inc. | CEO | Jun 2016–Jul 2020 | Operated point-of-care testing business |
| Hygieia, Inc. | Chair of the Board | 2011–2017 | Private digital insulin therapy company |
| Tivic Health Systems, Inc. | Director | Aug 2019–Sep 2024 | Bioelectronic medicine company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ResMed Inc. | Director | Nov 2017–present | Public board |
| EBR Systems, Inc. | Director | Oct 2021–present | Public board |
| VIDA Health | Director | Current | Private company (lung intelligence analytics) |
| Huma.AI | Director | Current | Private healthcare AI company |
| G100 Network; Stanford Women on Boards | Member | Current | Governance networks |
Board Governance
| Item | Detail |
|---|---|
| Board meetings in 2024 | 15 meetings |
| Committee membership | Compensation Committee (member); Nominating & Corporate Governance (Chair) |
| Committee meetings in 2024 | Compensation: 7; Nominating & Corporate Governance: 5 |
| Independence | Board lists Drexler as independent; NCG members independent under Nasdaq |
| Attendance | Each incumbent director attended at least 75% of Board and committee meetings in 2024 |
| Compensation Committee interlocks | None; no current or 2024 members were employees, and no reciprocal board/comp committee interlocks with OM executives |
| Related party transaction oversight | Audit Committee reviews and approves related person transactions per policy |
Fixed Compensation
| Year | Cash Fees ($) | Committee/Chair Roles | Notes |
|---|---|---|---|
| 2024 | 61,875 | Compensation Committee member; Nominating & Corporate Governance Chair | Cash fees paid quarterly and pro-rated as applicable |
Director compensation policy cash retainers (structure):
- Board Member $45,000; Lead Independent Director add’l $45,000; Committee Chairs: Audit $20,000, Compensation $20,000, NCG $10,000; Committee Members: Audit $10,000, Compensation $10,000, NCG $5,000 .
Performance Compensation
| Component | 2024 Policy | Vesting | 2025 Updates |
|---|---|---|---|
| Initial RSU grant on appointment | $262,500 grant-date value | Vests quarterly over 3 years, continuous service required | Increased to $280,000; subject to plan share availability/suspension if insufficient shares |
| Annual RSU grant | $160,000 grant-date value, capped at 1,666 shares (reverse-split adjusted) | Vests at earlier of 1-year from grant or next annual meeting, continuous service required | Cap removed; grants subject to plan share availability |
| Change in control treatment | Full vesting of all outstanding director equity if continuous service until change in control | As stated | No change |
2024 equity actually granted and outstanding:
- Stock awards (grant-date fair value): $95,000 .
- Options awarded: $0; outstanding options as of 12/31/2024: 0 .
- RSU stock awards outstanding as of 12/31/2024: 1,666 shares (reverse-split adjusted) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Interlocks/Notes |
|---|---|---|---|
| ResMed Inc. | Public | Director | None disclosed at OM; listed as current public board |
| EBR Systems, Inc. | Public | Director | None disclosed at OM; listed as current public board |
| Compensation Committee interlocks (OM) | — | — | No interlocks with OM executives per proxy |
Expertise & Qualifications
- Corporate leadership and industry experience in medical devices and diagnostics; founding CEO experience; manufacturing operations background; business development and strategic transactions .
- Data analytics and consumer-centric patient experience focus; cybersecurity risk management training and coursework .
- Education: B.S.E. (Princeton); MBA (Stanford GSB) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Direct Holdings | Trust Holdings | Shares Outstanding Reference Date |
|---|---|---|---|---|---|
| Karen Drexler | 3,631 | <1% | 1,548 (direct) | 2,083 (Drexler Family Trust U/A DTD 5/23/1996) | 17,699,595 shares outstanding as of Mar 11, 2025 |
Ownership alignment policies:
- Director stock ownership guideline: 3x annual cash retainer; includes unvested time-based RSUs and deferred stock units; compliance measured annually; all covered directors within 5-year accumulation period and in compliance as of record date .
- Anti-hedging and anti-pledging: Directors prohibited from hedging OM securities and from pledging or holding in margin accounts .
Related Party Transactions and Potential Conflicts
| Transaction | Date | Security | Amount | Outcome |
|---|---|---|---|---|
| Private Placement participation | Jan 3, 2025 | Series A Non-Voting Convertible Preferred | 125 shares; $25,000 purchase price | Converted to 2,083 common shares on Mar 10, 2025 (post approvals) |
- Audit Committee oversees related person transactions via formal policy; transactions above $120,000 or meeting policy thresholds are reviewed/approved .
Governance Assessment
- Independence and roles: Independent director with chair responsibilities on Nominating & Corporate Governance; member of Compensation Committee, indicating deep involvement in board composition, governance policies, and executive/director pay structures .
- Attendance and engagement: Board met 15 times in 2024; all incumbents met at least 75% attendance; NCG and Compensation met 5 and 7 times, respectively, supporting active committee work .
- Pay alignment: Director compensation mix includes meaningful equity via RSUs with standard vesting and change-in-control acceleration; no options granted in 2024; RSU caps removed in 2025 while initial grant value increased, subject to plan capacity—monitor dilution and governance rationale for cap removal .
- Ownership alignment: Equity holdings are modest (<1%), supported by stock ownership guidelines and anti-hedging/anti-pledging policies; compliance within accumulation period .
- RED FLAGS: Participation in the January–March 2025 financing (though broadly offered and board-approved) warrants ongoing monitoring for any subsequent related-party benefits; current proxy reflects standard review and approvals, not preferential terms . No compensation committee interlocks or pledging/hedging exposure disclosed .