Elizabeth Czerepak

About Elizabeth Czerepak

Elizabeth Czerepak is an independent director of TransCode Therapeutics (RNAZ), appointed effective October 8, 2025, with a term through the 2026 annual meeting unless earlier departure; the Board affirmatively determined she is independent under SEC and Nasdaq rules . She currently serves as Chief Financial Officer of private, clinical‑stage Mirror Biologics (since April 2024) and previously served as Acting CEO there (July 2024–May 2025); earlier CFO roles include Sorrento Therapeutics (May 2022–Nov 2023), Scilex Holding Company (May 2022–Sep 2023; consultant through Sep 2024), and BeyondSpring Inc. (Sep 2020–May 2022) . She holds a B.A. magna cum laude from Marshall University, an MBA from Rutgers University, is a registered securities representative (Series 7 and 8), and received a corporate director certificate from Harvard Business School Executive Education (2020) .

Past Roles

External Roles

Board Governance

• Appointment and independence: Elected to the RNAZ Board effective Oct 8, 2025; determined independent by the Board under SEC and Nasdaq standards .
• Committee assignments: Appointed Audit Committee Chair and member effective Oct 8, 2025, replacing Philippe Calais (who resigned as Audit Chair and from Comp Committee) .
• Audit Committee remit: Oversight of financial reporting integrity, external auditor independence/performance, and internal control systems per charter (as described in proxy) .
• Board structure and attendance baseline: In 2024, the full Board met 7 times and all then‑directors achieved 100% attendance of Board and applicable committee meetings; the company encourages but does not mandate annual meeting attendance .
• Independent majority: Prior to her addition, three of four directors (excluding the then‑interim CEO/CFO) were independent; her addition sustains/strengthens the independent majority .

Fixed Compensation

RNAZ non‑employee director cash retainer framework (pro‑rated for partial quarters):

• Ms. Czerepak will receive cash compensation pursuant to this policy; amounts are pro‑rated from her Oct 8, 2025 start date .

Performance Compensation

Equity awards under RNAZ non‑employee director policy (options):

• Ms. Czerepak will receive equity compensation pursuant to this policy; the company’s 8‑K/DEFA14A states she will receive cash and equity per the policy, and entered an indemnification agreement; specific option grant dates/prices are not enumerated in those filings .
• No director performance metrics (TSR, revenue, ESG) are tied to director equity; awards are service‑based options per policy .

Other Directorships & Interlocks

Potential governance signal: Nomination by a ~9% investor may indicate shareholder influence in audit oversight via her chairmanship; Board still determined she meets SEC/Nasdaq independence .

Expertise & Qualifications

• Finance and audit: Multi‑company CFO; licensed Series 7/8; Harvard corporate director certificate (2020) .
• Sector experience: Oncology, immuno‑oncology, and commercial pharma across U.S./global contexts .
• Education: B.A. magna cum laude (Marshall University); MBA (Rutgers University) .

Equity Ownership

• Beneficial ownership: The July 15, 2025 proxy lists director/NEO holdings as of July 9, 2025 and predates Ms. Czerepak’s appointment; she is not included there, and no subsequent proxy ownership table including her was available in reviewed filings .
• Hedging/pledging: Insider trading policy prohibits derivative transactions providing economic equivalent of ownership and addresses pledging/margin risk; directors are covered by this policy .
• Ownership guidelines: No director stock ownership guidelines were disclosed in the 2025 proxy sections reviewed .

Related Party & Contracts

• Related‑party transactions: Company states there are no transactions with Ms. Czerepak requiring Item 404(a) disclosure as of appointment .
• Indemnification: RNAZ entered into an indemnification agreement with Ms. Czerepak in substantially the same form as for existing directors .
• Clawback: Compensation Recovery Policy (effective Oct 2, 2023) compliant with Nasdaq rules; no recoveries triggered to date .

Risk Indicators & Red Flags

• Shareholder‑nominated director: Appointed pursuant to a Purchase Agreement nomination by DEFJ (~9.1% holder). While independent under listing rules, this may concentrate audit oversight influence with a significant investor; monitor for committee decision‑making independence .
• Bankruptcy association: Sorrento Therapeutics commenced Chapter 11 in Feb 2023 while she was CFO; a court‑approved asset sale occurred in Nov 2023. Not a related‑party issue, but relevant to risk/turnaround experience assessment .
• Concurrent roles: Current CFO role at Mirror Biologics and RNAZ Audit Chair create time‑commitment considerations; no conflicts disclosed, but vigilance warranted as RNAZ scales .

Company Governance Baselines (context)

Governance Assessment

• Positives

  • Independent director with deep CFO experience across oncology biotech; appointed Audit Committee Chair immediately, strengthening financial oversight capabilities .
  • No related‑party transactions disclosed; indemnification in line with peers; robust insider‑trading prohibitions and an adopted clawback policy .
  • Compensation structure for directors emphasizes modest cash plus option‑based alignment; no performance metric manipulation risk at board level .

• Watch items / RED FLAGS

  • Significant investor nomination (DEFJ ~9.1%) plus immediate appointment as Audit Chair—monitor for independence in auditor selection/fee oversight and financial reporting judgments .
  • Prior CFO tenure during Sorrento’s Chapter 11 suggests turnaround exposure; investors may view this neutrally to cautiously depending on narrative; ensure transparent disclosure in future proxies .
  • Limited disclosure to date on her RNAZ equity ownership and any Form 4 activity; expect initial/annual option grants per policy but verify upon next proxy/filing .