Karen Bernstein
Ovid TherapeuticsAbout Karen Bernstein
Dr. Karen Bernstein is an independent director of Ovid Therapeutics, serving since September 2015. She is 72 years old as of April 24, 2025, and holds a BA in Politics and History from Brandeis University and a PhD in Political Science from Stanford University; she co-founded BioCentury Inc. and served as Chairman and Editor-in-Chief from August 1992 to August 2015, and continues to serve as Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BioCentury Inc. | Co-founder; Chairman & Editor-in-Chief | Aug 1992–Aug 2015 (EIC); continues as Chairman | Strategic industry analysis leadership |
| Vitae Pharmaceuticals, Inc. | Director | Not disclosed | Not disclosed |
| Codiak Biosciences Inc. | Director | Not disclosed | Not disclosed |
| Achaogen Inc. | Director | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Keck Graduate Institute | Trustee | Not disclosed |
| Clinical Path Institute | Director | Not disclosed |
| Scripps Research | Board of Overseers (member) | Not disclosed |
| Mind What Matters (non-profit) | Director | Not disclosed |
| BioCentury Inc. | Chairman | Continues to serve (ongoing) |
Board Governance
| Attribute | 2023 | 2024 |
|---|---|---|
| Board meetings held | 6 | 7 |
| Attendance | Each incumbent ≥75% of Board/committee meetings | Each incumbent ≥75% of Board/committee meetings |
| Executive sessions (independent directors) | 5; presided by Lead Independent Director Bart Friedman | 3; presided by Lead Independent Director Bart Friedman |
| Lead Independent Director | Bart Friedman | Bart Friedman |
| Committee memberships (Karen Bernstein) | Audit (member), Compensation (Chair), Nominating & Corporate Governance (member) | Audit (member), Compensation (Chair), Nominating & Corporate Governance (member) |
| Committee independence | All committee members determined independent by Board | All committee members determined independent by Board |
| Audit Committee composition | Duncan (Chair), Bernstein, Friedman, Poole | Duncan (Chair), Bernstein, Friedman, Papadopoulos (added Mar 2025) |
| Compensation Committee composition | Bernstein (Chair), Poole, Friedman | Bernstein (Chair), Poole, Friedman; Papadopoulos added Mar 2025 |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) – Karen Bernstein | $65,000 | $65,000 |
| Non-employee director base retainer policy | $40,000 annual base | $40,000 annual base |
| Committee member retainers (cash) | Audit: $7,500; Other committees: $5,000 | Audit: $7,500; Other committees: $5,000 |
| Committee chair retainers (cash) | Audit Chair: $15,000; Other committee chair: $12,500 | Audit Chair: $15,000; Other committee chair: $12,500 |
| Lead Independent Director retainer | $20,000 | $20,000 |
| Policy changes effective Jan 1, 2025 | — | Base retainer increased to $45,000; initial option grant to 90,000; annual option grant to 45,000 |
Performance Compensation
| Equity Award Program Element | Award Amount | Vesting | Timing/Notes | |---|---|---| | Initial option grant (non-employee director) | 60,000 shares | Monthly over 3 years | Granted upon Board election/appointment | | Annual option grant (non-employee director) | 30,000 shares | Full vest 12 months post-grant | Granted on company’s annual equity award date | | One-time option grant (Dec 2024) | 90,000 shares | 36 equal monthly installments | Approved by Board; market data from Consultant |
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards – Fair Value ($) – Karen Bernstein | $26,661 | $150,555 (includes Dec 2024 one-time 90,000 options) |
| Option awards outstanding at year-end (#) – Karen Bernstein | 202,224 | 228,795 |
Notes:
- No director RSUs or performance-conditioned equity disclosed; director equity comprises stock options with service-based vesting (no performance metrics) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Dr. Bernstein |
| Prior public company boards | Vitae Pharmaceuticals, Inc.; Codiak Biosciences Inc.; Achaogen Inc. (tenures not disclosed) |
| Interlocks/overlaps | Serves alongside Lead Independent Director Bart Friedman and Audit Chair Barbara Duncan; all committee members deemed independent by Board |
Expertise & Qualifications
- Life sciences industry expertise through BioCentury leadership and ongoing chairman role .
- Governance and compensation oversight experience as Chair of Ovid’s Compensation Committee .
- Academic and non-profit governance roles (Keck Graduate Institute, Scripps Research, Clinical Path Institute, Mind What Matters) .
- Advanced academic training (PhD, Stanford; BA, Brandeis) .
Equity Ownership
| Metric | 2024 (as of Apr 9, 2024) | 2025 (as of Oct 31, 2025) |
|---|---|---|
| Beneficial ownership – total shares | 248,795; less than 1% | 250,656; less than 1% |
| Common shares owned directly | Not broken out (see footnote) | 20,000 |
| Options exercisable within 60 days | 202,224 | 230,656 |
| Shares outstanding basis | 70,810,661 shares outstanding | 71,212,353 shares outstanding |
| Pledged/hedged shares | None disclosed | None disclosed |
Governance Assessment
- Board effectiveness and independence: Bernstein is a long-tenured independent director (since 2015) and chairs the Compensation Committee; Ovid’s committees are fully independent and operate under written charters, with strong governance practices including executive sessions and audit committee financial experts .
- Engagement and attendance: The Board met 6 times in 2023 and 7 times in 2024, with each incumbent director attending at least 75% of Board and applicable committee meetings; independent directors met in executive session 5 times (2023) and 3 times (2024), indicating active oversight .
- Compensation structure and alignment: Director pay is modest in cash and primarily equity via options; a one-time 90,000 option grant in Dec 2024 materially increased 2024 equity grant value, but remains service-vested (no performance metrics). Policy changes for 2025 modestly increase cash retainer and option grant sizes, maintaining equity alignment .
- Ownership “skin in the game”: Bernstein beneficially owns options and a small direct share position, with total ownership <1%, typical for small-cap biotech boards; no pledging/hedging disclosed .
- Conflicts and related-party exposure: No related-party transactions disclosed involving Dr. Bernstein; committees (including Compensation, which she chairs) meet enhanced independence standards. Notably, a below-market CEO PIPE issuance required shareholder approval per Nasdaq rules, but does not implicate Bernstein personally; the Board unanimously recommended approval .
- Shareholder feedback signal: Say-on-pay received strong support in 2024 (For: 40,499,565; Against: 1,760,461; Abstain: 8,185; Broker non-votes: 16,235,602) and in 2025 (For: 35,433,853; Against: 904,185; Abstain: 11,228,779; Broker non-votes: 8,425,770), suggesting investor confidence in compensation governance .
RED FLAGS:
- Elevated 2024 option grant value driven by one-time 90,000 options increases total director pay; monitor future grant cadence to ensure one-time awards do not become recurring without clear rationale .
- CEO below-market securities issuance (requiring Rule 5635(c) approval) can raise optics concerns; however, shareholder approval sought and Board supported; evaluate execution and disclosure rigor at the special meeting .
Optional reference – Say-on-Pay Votes
| Metric | 2024 Annual Meeting (Jun 6, 2024) | 2025 Annual Meeting (Jul 9, 2025) |
|---|---|---|
| Say-on-pay vote results (For/Against/Abstain/Broker non-votes) | 40,499,565 / 1,760,461 / 8,185 / 16,235,602 | 35,433,853 / 904,185 / 11,228,779 / 8,425,770 |
Notes:
- All data above is sourced from Ovid’s DEF 14A proxy statements (2024, 2025, and 2025 special meeting proxy) and 8-K Item 5.07 filings .