Karah Parschauer
About Karah Parschauer
Independent director since December 2021; age 47 as of March 31, 2025. Chief Legal Officer and Executive Vice President, Corporate Affairs at Ultragenyx Pharmaceutical; prior roles at Allergan (Vice President, Associate General Counsel) and Latham & Watkins (M&A, securities, governance). Education: B.A. in Biology (Miami University) and J.D. (Harvard Law School). Independent under Nasdaq rules; serves on Tenaya’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allergan plc | Various executive capacities; most recently VP, Associate General Counsel | June 2005 – June 2016 | Senior legal leadership across corporate matters |
| Latham & Watkins LLP | Attorney (M&A, securities offerings, corporate governance) | Prior to June 2005 | Transactional and governance expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ultragenyx Pharmaceutical Inc. (public) | Chief Legal Officer & EVP, Corporate Affairs (previously General Counsel & EVP) | Since June 2016 | Executive leadership; legal and corporate affairs oversight |
| Evolus, Inc. (public) | Director | Current | Board service; committee roles not disclosed |
| Arcturus Therapeutics Holdings Inc. (public) | Director | Prior | Board service; committee roles not disclosed |
| Anebulo Pharmaceuticals, Inc. (public) | Director | Prior | Board service; committee roles not disclosed |
Board Governance
- Independence: Board determined Parschauer is independent under Nasdaq rules; 8 of 9 directors independent in 2025.
- Committee assignments: Audit Committee member; Audit chaired by Jeffrey T. Walsh. Compensation Committee chaired by June Lee; Corporate Governance & Nominating chaired by Deepak Srivastava; Science & Technology chaired by Catherine Stehman‑Breen.
- Meeting cadence: In 2024, Audit met 4 times; Compensation met 6; Corporate Governance & Nominating met 2; Science & Technology met 3.
- Attendance/engagement: In fiscal 2024, each director attended at least 75% of board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board leadership: Chair role separated from CEO; Chair in 2025 is R. Sanders Williams.
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | $35,000 | $40,000 |
| Audit Committee member fee ($) | $7,500 | $7,500 |
| Total cash received ($) | $42,500 | $47,500 |
Notes:
- Non-employee director cash fees paid quarterly; chair/member fee not double-counted if chair.
Performance Compensation
| Element | FY 2023 | FY 2024 | Policy Terms |
|---|---|---|---|
| Option awards – grant date fair value ($) | $159,889 | $50,823 | Annual Award target fair value $160,000; Initial Award $320,000; 10-year term; strike set at 100% FMV at grant; Annual Award share cap 34,000; Initial Award cap 68,000. |
| Vesting | N/A | N/A | Annual Award vests in full on first anniversary or immediately before next annual meeting; Initial Award vests monthly over 36 months. |
| Change-in-control treatment | N/A | N/A | Director equity fully accelerates upon change-in-control if service continues through the date. |
- No director performance metrics (e.g., revenue/TSR) disclosed for equity awards; director equity consists of stock options with time-based vesting.
Other Directorships & Interlocks
- Current public boards: Evolus, Inc.
- Prior public boards: Arcturus Therapeutics Holdings Inc.; Anebulo Pharmaceuticals, Inc.
- Executive role at Ultragenyx (public biopharma) could be a perceived informational interlock; no related-party transactions involving Parschauer disclosed.
Expertise & Qualifications
- Legal and governance expertise from senior roles at Allergan and Latham & Watkins; current executive leadership at Ultragenyx.
- Public company board experience across multiple life sciences companies.
- Education: B.A. Biology (Miami University); J.D. Harvard Law School.
Equity Ownership
| Measure | Amount | Date/Notes |
|---|---|---|
| Total beneficial ownership (shares) | 69,027 (includes options exercisable within 60 days) | As of March 31, 2025; <1% of shares outstanding |
| Options held (total) | 103,027 shares subject to stock options | As of Dec 31, 2024 |
| Exercisable vs. unexercisable | 69,027 exercisable within 60 days; remainder unexercisable | Dates as above |
| Hedging/pledging | Prohibited under insider trading policy (short sales, derivatives, hedging, pledging, margin) | Company-wide policy |
Governance Assessment
- Strengths: Independent status; active Audit Committee role; strong legal/compliance background; board attendance threshold met; anti‑hedging/pledging policy supports alignment.
- Compensation alignment: Mix tilted toward equity options with time-based vesting; cash fees consistent with policy; no discretionary meeting fees noted.
- Potential conflicts: Concurrent executive role at Ultragenyx and outside directorships could present perceived interlocks; no related-party transactions disclosed involving Parschauer.
- Red flags: None disclosed regarding attendance shortfalls, loans, tax gross‑ups, hedging/pledging, or related‑party transactions involving Parschauer.
RED FLAGS: None disclosed specific to Parschauer; monitor for any future business dealings between Tenaya and entities where she holds executive/director roles.