Lisa Carson
Vice President, Finance and Administration; Principal Financial Officer; Principal Accounting Officer at 
Phio Pharmaceuticals
Phio PharmaceuticalsExecutive
About Lisa Carson
Lisa Carson, 59, serves as Vice President, Finance & Administration and was designated Principal Financial Officer and Principal Accounting Officer effective June 6, 2025; she joined PHIO via an offer dated April 18, 2025 effective May 12, 2025 . She brings 20+ years of finance leadership, including VP, Finance & Controller at Prelude Therapeutics (supporting its IPO and expansion), with prior leadership roles at TELA Bio and PhaseBio; she holds a B.S. in accounting from West Chester University of Pennsylvania . As PFO, she signed PHIO’s SOX 302 and 906 certifications on the Q3 2025 Form 10‑Q, underscoring accountability for financial reporting . Company performance context: Q3 2025 operating expenses were $2.505M, net loss $2.392M, and cash was $10.705M (with an estimated ~$21.3M cash post warrant inducements, extending runway into H1 2027) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Prelude Therapeutics Incorporated | VP, Finance & Controller | Mar 2020–Nov 2024 | Supported IPO and expansion |
| TELA Bio, Inc. | Leadership roles | Not disclosed | Finance/accounting leadership roles |
| PhaseBio Pharmaceuticals, Inc. | Leadership roles | Not disclosed | Finance/accounting leadership roles |
External Roles
- No external public-company board roles or committee positions are disclosed for Carson in the filings reviewed .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Base salary | $290,000 per year | |
| Target annual bonus | Up to 30% of base salary (Board-set performance goals) | |
| Sign-on stipend | $25,000 one-time (paid in first eligible payroll) | |
| Equity eligibility | RSUs under 2020 Long Term Incentive Plan; vest in full on first anniversary of grant, subject to continuous service | |
| Benefits | Eligible to participate in company benefit plans; PTO of 20 days; sick/personal time per policy | |
| Employment status | At-will; either party may terminate at any time, with/without notice or cause | |
| Indemnification | Company to enter into indemnification agreement on terms substantially similar to form filed on 4/1/2024 | |
| Reporting line | Reports to the Chairman, President & CEO |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing | Source |
|---|---|---|---|---|---|---|
| Annual incentive bonus (company design) | Not disclosed | Corporate goals across clinical development, discovery, financial, BD, IR | 2024/2023 NEOs received no annual incentive bonus payments | Not disclosed for Carson (joined in 2025) | Annual cash bonus if earned | |
| Carson 2025 bonus eligibility | N/A (eligibility, not outcome) | Up to 30% of base salary | Not disclosed | Not disclosed | Annual, subject to Board policies |
Notes: The Compensation Committee maintains full discretion in assessing corporate goal achievement and funding; CEO bonus is solely by business objectives, others consider corporate and individual performance .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Carson) | Not disclosed in the 2025 proxy; she was not a 2024 NEO listed in the ownership or compensation tables . |
| Shares outstanding (record date for proxy) | 4,798,154 shares of Common Stock outstanding; ownership percentages computed per SEC rules . |
| Equity plan structure | As of 12/31/2024, 1,126 outstanding options and 71,000 unvested RSUs under the 2020 Plan; weighted-average exercise price of outstanding options/warrants/rights: $1,206.29; 891 shares remaining available under plans . |
| RSU vesting convention | RSUs vest in full on first anniversary of grant date (Carson’s RSUs subject to Board approval and standard plan terms) . |
| Pledging/hedging | No pledging or hedging by Carson is disclosed; filings note no related-party transactions under Item 404(a) and no family relationships . |
Employment Terms
| Term | Details | Source |
|---|---|---|
| Offer/Effective dates | Offer letter dated April 18, 2025; accepted April 21, 2025; effective May 12, 2025 | |
| Role/title | VP, Finance & Administration | |
| PFO/PAO designation | Designated Principal Financial Officer and Principal Accounting Officer effective June 6, 2025 | |
| At-will | Explicitly at-will employment; termination by either party at any time | |
| Restrictive covenants | Signed Company’s standard Employee Confidentiality, Non‑Competition & Proprietary Information Agreement | |
| Choice of law | Massachusetts law; consent to jurisdiction in MA and state of employment | |
| Severance | Not disclosed in offer letter summary | |
| Change-of-control | Not disclosed in offer letter summary | |
| Indemnification | Company to enter into indemnification agreement on standard terms (referencing form filed with 10‑K) | |
| Certifications | Signed SOX 302 and 906 certifications on Q3 2025 Form 10‑Q as PFO |
Investment Implications
- Pay-for-performance alignment: Carson’s variable pay is contingent on Board-approved corporate goals (clinical, financial, BD, IR), with the Compensation Committee retaining discretion; her equity is RSU-based with one-year cliff vesting, creating clear achievement windows but limited long-term performance linkage absent disclosed PSU structures .
- Retention and mobility risk: Employment is at‑will with no disclosed severance or change‑of‑control economics, implying low exit costs and potential mobility; however, signed confidentiality/non‑compete and planned indemnification reduce transition risk and support continuity in the finance function .
- Insider selling pressure: RSUs vest fully at 12 months from grant, which can create localized selling pressure at vest dates, but Carson’s grant quantities and grant date are not disclosed; broader plan data show an RSU-heavy equity mix at PHIO (71,000 unvested RSUs across the plan as of 12/31/2024) .
- Ownership alignment: No beneficial ownership reported for Carson in the 2025 proxy, limiting assessment of “skin-in-the-game”; monitoring future proxies and any Form 4 filings is warranted .
- Execution backdrop: PHIO’s Q3 2025 net loss widened as R&D and G&A rose (including stock comp), while warrant inducements extended cash runway into H1 2027—her certification role (PFO) increases accountability for controls and disclosures during this financing and clinical inflection period .