Karen Wilson
About Karen J. Wilson
Karen J. Wilson (age 62) is an independent director at Serina Therapeutics, appointed January 14, 2025. A CPA with 30+ years in life sciences finance, she previously served as Senior Vice President of Finance and Principal Accounting Officer at Jazz Pharmaceuticals and held senior roles at PDL BioPharma, ViroLogic, Novare Surgical Systems, and Deloitte. She holds a B.S. in Business from the University of California, Berkeley. She serves as Audit Committee financial expert and chairs the Compensation and Nominating & Corporate Governance Committees at SER.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals plc | Senior Vice President of Finance; Principal Accounting Officer; Vice President of Finance | Previously (joined Jazz in Feb 2011; end date not disclosed) | Led finance and accounting; senior finance leadership in growth-stage biopharma context |
| PDL BioPharma | Senior finance roles | Prior to Feb 2011 | Corporate finance leadership in biotech |
| ViroLogic | Senior finance roles | Prior to Feb 2011 | Corporate finance leadership in diagnostics/biotech |
| Novare Surgical Systems | Senior finance roles | Prior to Feb 2011 | Medtech finance leadership |
| Deloitte & Touche LLP | Consultant and auditor | Prior to industry roles | Audit/controls; foundational CPA experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Connect Biopharma Holdings Limited | Director | Public | Current public company directorship |
| Elicio Therapeutics, Inc. | Director | Public | Current public company directorship |
| LAVA Therapeutics N.V. | Director | Public | Current public company directorship |
Board Governance
- Board class/term: Class II; Director since January 2025; up for election at 2025 annual meeting; nominee for term expiring at 2028 meeting.
- Independence: Determined independent under NYSE American rules (Section 803(A)).
- Committee assignments: Audit Committee (Member); Compensation Committee (Chair); Nominating & Corporate Governance Committee (Chair).
- Financial expertise: Audit Committee financial expert and financially sophisticated under SEC/NYSE American rules.
- Board structure: Executive Chairman (Balkrishan “Simba” Gill) separate from CEO (Steve Ledger). Non-management directors meet in executive session.
- Attendance: 2024 attendance disclosure (pre-appointment) indicates no director serving in 2024 fell below 75%; Wilson joined in 2025, so no 2024 attendance data applies to her.
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer (non-employee) | 40,000 | Paid quarterly, prorated for service |
| Audit Committee – Member | 5,000 | Annual retainer |
| Compensation Committee – Chair | 5,000 | Annual retainer |
| Nominating & Corporate Governance – Chair | 5,000 | Annual retainer |
| Estimated annual cash total based on roles | 55,000 | Sum of above; prorated from Jan 14, 2025 start |
Policy: cash retainers paid quarterly in arrears; committee chairs receive chair fee, not member fee, for that committee.
Performance Compensation
| Award Type | Shares | Grant Timing | Vesting | Notes |
|---|---|---|---|---|
| Initial Award (stock options) | 40,000 | Automatically on first trading day on/after director start date | 3 equal annual installments over 3 years | Applies to first-time non-employee directors; subject to continued service |
| Annual Award (stock options) | 10,000 | At close of each annual stockholders’ meeting (continuing directors) | Vests by next annual meeting or 1-year anniversary | Continuing directors receive annual grants; vesting requires continued service |
- Director equity is time-based (options); no disclosed performance metrics (e.g., TSR, revenue) tied to director equity awards.
- Note: The 2024 policy language referenced April 1 annual grant cadence; the 2025 proxy reflects grants at the annual meeting. Use the 2025 policy as current.
Other Directorships & Interlocks
| Entity | Relationship to SER | Interlock Detail |
|---|---|---|
| Elicio Therapeutics, Inc. | External board on which Wilson serves | SER director Jay Venkatesan also serves on Elicio’s board, creating an interlock. |
| Connect Biopharma; LAVA Therapeutics | External boards on which Wilson serves | No additional SER board overlaps disclosed. |
Expertise & Qualifications
- Credentials: Certified Public Accountant (CPA); extensive biopharma finance leadership; audit/controls background (Deloitte).
- Audit expertise: Designated audit committee financial expert; financial sophistication under NYSE American.
- Industry scope: Decades in life sciences across pharma, biotech, diagnostics, and medtech finance.
Equity Ownership
| Metric | As of date | Value |
|---|---|---|
| Total beneficial ownership (shares) | Sept 17, 2025 | Not reported; listed as less than 1% (no shares/options shown as beneficial within 60 days) |
| Ownership as % of outstanding | Sept 17, 2025 | <1% |
| Options exercisable within 60 days | Sept 17, 2025 | None reported for Wilson |
| Pledging/hedging | Policy | Hedging prohibited by company policy; Insider Trading Policy requires pre-clearance/trading windows; pledging not specifically disclosed in 2025 proxy. |
Governance Assessment
Key findings
- Strong governance profile: Independent director with deep finance expertise and designated audit committee financial expert status; chairs Compensation and Nominating & Governance—positions central to pay oversight and board refreshment.
- Compensation alignment: Director pay mix emphasizes at-risk, long-term options (Initial 40,000; Annual 10,000), modest cash retainers ($55k based on current chair/member roles), and service-based vesting, aligning with long-term shareholder value.
- Independence/Conflicts: Company affirms independence; 8-K states no related-party transactions requiring disclosure for Wilson under Item 404(a).
- Ownership alignment: No material beneficial ownership reported as of Sept 17, 2025; initial option awards expected per policy but likely not vested within 60 days (hence not included).
Potential risk indicators and RED FLAGS
- Board interlock: Both Wilson and fellow SER director Jay Venkatesan serve on Elicio Therapeutics’ board. While common in biotech, interlocks can raise information-flow or conflict-of-interest perceptions; requires vigilant recusal practices where applicable.
- Concentrated shareholder influence (board-level context): Multiple SER directors affiliated with Juvenescence (a >5% holder); not specific to Wilson but a broader governance consideration for independence optics.
- Attendance data: No individual attendance rate disclosed for Wilson yet (joined 2025); monitor future proxies for engagement metrics.
Policy safeguards
- Clawback: NYSE American-compliant clawback policy for financial restatements; posted on company website.
- Insider trading: Robust Insider Trading Policy with trading windows and pre-clearance; hedging transactions prohibited (per 2024 proxy).
Related-party exposure
- None disclosed for Wilson; company 8-K explicitly notes no related-party interests requiring Item 404(a) disclosure.