Corporate Board Profile
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| Filing Date | Source Excerpt |
|---|---|
| 2009-04-10 | Karin Eastham has served as a member of our board of directors since March 2009. She also serves as a director for Amylin Pharmaceuticals, Inc., Illumina, Inc. and Genoptix, Inc. From May 2004 to September 2008, Ms. Eastham served as Executive Vice President and Chief Operating Officer and a member of the Board of Trustees of Burnham Institute for Medical Research, a non-profit corporation, engaged in medical research. From April 1999 to May 2004, Ms. Eastham served as Senior Vice President, Finance and Chief Financial Officer of Diversa Corporation, a genomics technology company. From April 1997 to April 1999, Ms. Eastham served as Vice President, Finance and Administration and Chief Financial Officer for CombiChem, Inc., a computational chemistry company. From October 1992 to April 1997, Ms. Eastham served as Vice President, Finance and Administration and Chief Financial Officer for Cytel Corporation, a biopharmaceutical company. Ms. Eastham also held several similar positions with other companies, including Vice President, Finance, at Boehringer Mannheim Diagnostics from 1976 to 1988. Ms. Eastham holds a B.S. and an M.B.A. from Indiana University and is a Certified Public Accountant and a Certified Director. |
| 2010-03-29 | Karin Eastham has served as a director of the Company since March 2009. ... The Audit Committee, which is comprised of Ms. Eastham and Messrs. Fritzky and Kiley, ... The following table provides compensation information for the year ended December 31, 2009 for each non-employee member of the Board. ... Eastham, Karin $ 11,750 $ 48,900 $ 166,657 $— $— $ 1,979 $ 229,286 |
| 2011-03-28 | Karin Eastham has served as a director of the Company since March 2009. The Audit Committee, which is comprised of Ms. Eastham and Messrs. Fritzky and Kiley. Ms. Eastham is Chairperson of the Audit Committee. The following table provides compensation information for the year ended December 31, 2010 for each non-employee member of the Board. Eastham, Karin $ 40,750 93,315 43,112 177,177 |
| 2012-04-03 | Karin Eastham has served as a director of the Company since March 2009... The Audit Committee, which is comprised of Ms. Eastham and Messrs. Fritzky and Kiley, met eight times in 2011... Director Compensation Table shows total compensation of $178,956. |
| 2013-04-05 | Karin Eastham has served as a director of Geron since March 2009. ... The Board believes Ms. Eastham's understanding of biotechnology companies combined with her business leadership and financial experience ... qualifies Ms. Eastham to serve as a director. ... The Audit Committee, which is comprised of Ms. Eastham and Messrs. Bradbury (who joined in September 2012), Fritzky and Kiley, met seven times in 2012. ... In 2012, the members of the Nominating and Corporate Governance Committee were Mr. Fritzky, Ms. Eastham and Dr. Molineaux (who joined in September 2012). ... The following table provides compensation information for the fiscal year ended December 31, 2012 for each non-employee member of the Board. ... Eastham, Karin $85,292 in fees and $28,424 in option awards totaling $113,716. |
| 2014-04-04 | Karin Eastham has served as a director of Geron since March 2009. Ms. Eastham also serves as a director for MorphoSys AG, a Frankfurt Stock Exchange-listed biotechnology company; Illumina, Inc., a manufacturer of life science tools and reagents; and Veracyte, Inc., a privately held molecular diagnostics company. Ms. Eastham also served in the past five years as a director of Trius Therapeutics, Inc., a biopharmaceutical company, from 2009 until its sale in 2013; Amylin Pharmaceuticals, Inc., a biopharmaceutical company, from 2005 until its sale in 2012; Genoptix, Inc., a provider of specialized laboratory services, from 2008 until its sale in 2011; Tercica, Inc., a biopharmaceutical company, from 2003 until its sale in 2008; and SGX Pharmaceuticals, Inc., a biopharmaceutical company, from 2005 until its sale in 2008. From May 2004 to September 2008, she served as Executive Vice President and Chief Operating Officer, and as a member of the Board of Trustees, of Burnham Institute for Medical Research, a non-profit corporation engaged in basic biomedical research. From 1999 to 2004, Ms. Eastham served as Senior Vice President, Finance, Chief Financial Officer and Secretary of Diversa Corporation, a biotechnology company. She previously held similar positions with CombiChem, Inc., a computational chemistry company, and Cytel Corporation, a biopharmaceutical company. Ms. Eastham also held several positions, including Vice President, Finance, at Boehringer Mannheim Corporation, a biopharmaceutical company, from 1976 to 1988. Ms. Eastham holds a B.S. and an M.B.A. from Indiana University and is a Certified Public Accountant. The Board believes Ms. Eastham's understanding of biotechnology companies combined with her business leadership and financial experience, her contributions to the Board's understanding of corporate governance and strategy for life sciences companies through her experience as a director in the biopharmaceutical industry and her extensive senior management experience in the biopharmaceutical industry, particularly in key corporate finance and accounting positions, qualifies Ms. Eastham to be nominated as a director. The Audit Committee met seven times in 2013. All of the members of the Audit Committee in 2013 were, and all of the members of the Audit Committee in 2014 are, "independent" as required by NASDAQ Rule 5605(c)(2)(A). The Board has determined that all of the members of the Audit Committee in 2013 and 2014 are financially literate and that two members of the Audit Committee, Ms. Eastham and Mr. Bradbury, have accounting and financial management expertise that qualifies each as an "Audit Committee Financial Expert," as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC. The Audit Committee's responsibilities include: (i) sole authority to select, oversee and replace Geron's independent registered public accounting firm and pre-approve any fees paid to such firm, (ii) consulting with the independent auditors with regard to the plan and scope of the audit, (iii) reviewing, in consultation with the independent auditors, their report of the audit or proposed report of the audit, and the accompanying management letter, if any, and (iv) consulting with the independent auditors and management with regard to the adequacy of Geron's internal controls. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC and NASDAQ. A copy of the Audit Committee Charter is available on our website at www.geron.com. See more information about the Audit Committee in the Audit Committee report on page 58. The following table provides compensation information for the fiscal year ended December 31, 2013, or fiscal 2013, for each non-employee member of the Board who served in such capacity during fiscal 2013. Dr. Scarlett does not receive any compensation for his Board service. The following table sets forth the following information with respect to non-employee directors (nine persons) for the fiscal year ended December 31, 2013: (i) stock options granted under the 2006 Directors' Plan; and (ii) the grant date fair value of stock options granted. As discussed above, Geron's executive officers and employees are not eligible for grants under the 2006 Directors' Plan. |
| 2015-04-03 | Karin Eastham has served as a director since March 2009. She is a member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Compensation Table shows total compensation of $121,450. |
| 2016-04-01 | Karin Eastham has served as a director of Geron since March 2009. ... The Audit Committee, which is comprised of Ms. Eastham, Mr. Bradbury and Dr. Lawlis, met nine times in 2015. ... The Compensation Committee, which met eight times in 2015, was comprised of Drs. Hofstaetter, Lawlis and Spiegel, until Dr. Hofstaetter's retirement from the Board and the Compensation Committee on the date of our Annual Meeting in May 2015. The Board appointed Ms. Eastham to the Compensation Committee as of the date of our Annual Meeting in May 2015, thereafter our Compensation Committee has been comprised of Drs. Lawlis and Spiegel and Ms. Eastham. ... Until the date of our annual meeting in May 2015, the members of the Nominating and Corporate Governance Committee were Ms. Eastham and Drs. Molineaux and Huh. On the date of our annual meeting in 2015, the Board appointed Ms. Eastham to our Compensation Committee, and Mr. Bradbury was appointed by the Board to replace Ms. Eastham on our Nominating and Corporate Governance Committee. ... The following table provides compensation information for the fiscal year ended December 31, 2015 ("fiscal 2015"), for each non-employee member of the Board who served in such capacity during fiscal 2015. ... Eastham, Karin $ 74,045 $ 96,229 $ 170,274 |
| 2017-03-24 | Karin Eastham 67 Yes C, FE M 2 Retired C.P.A. Independent Director ... Geron Committee Memberships - Audit Committee (Chair) - Compensation Committee ... Director Compensation Table ... Eastham, Karin $75,000 $97,760 $172,760 |
| 2018-03-30 | Karin Eastham 68 Yes C, FE M 2 Retired C.P.A. Independent Director |
| 2019-04-22 | Karin Eastham 69 Yes C FE M 3 Retired C.P.A. Lead Independent Director The Board has determined that all of the members of the Audit Committee are financially literate and that two members of the Audit Committee, Ms. Eastham and Mr. Bradbury, have accounting and financial management expertise that qualifies each as an “Audit Committee Financial Expert,” as such term is defined in Item 407(d)(5) of Regulation S-K promulgated by the SEC. |
| 2020-04-14 | Ms. Eastham has served as a director of Geron since March 2009, and as Lead Independent Director of the Board since December 2018. Ms. Eastham also serves as a member of the boards of directors of Veracyte, Inc., a molecular diagnostics company, since December 2012; Nektar Therapeutics, a clinical-stage biopharmaceutical company, since September 2018, and Personalis, Inc., a diagnostic company developing genomic sequencing tools, since September 2019. Ms. Eastham previously served as a director of Illumina, Inc., a manufacturer of life science tools and reagents, from July 2004 to May 2019; MorphoSys AG, a Frankfurt Stock Exchange-listed biotechnology company, from May 2012 to May 2017; Trius Therapeutics, Inc., a biopharmaceutical company, from 2009 until its sale in 2013; Amylin Pharmaceuticals, Inc., a biopharmaceutical company focused on diabetes and metabolic disorders, from 2005 until its sale in 2012; and Genoptix, Inc., a provider of specialized laboratory services, from 2008 until its sale in 2011. From 1976 until her retirement in September 2008, Ms. Eastham has held several senior management positions in finance in the biopharmaceutical industry, including with the Burnham Institute for Medical Research, a non-profit corporation engaged in basic biomedical research; Diversa Corporation, a biotechnology company; CombiChem, Inc., a computational chemistry company; Cytel Corporation, a biopharmaceutical company; and Boehringer Mannheim Corporation, a biopharmaceutical company. Ms. Eastham holds a B.S. and an M.B.A. from Indiana University and is a retired Certified Public Accountant. The Board believes Ms. Eastham’s understanding of biotechnology companies, combined with her business leadership and financial experience, her contributions to the Board’s understanding of corporate governance and strategy for life science companies through her extensive experience as a director in the biopharmaceutical industry, and her strong senior management experience in the biopharmaceutical industry, particularly in key corporate finance and accounting positions, provides important perspectives to the Board. In addition, the Board believes Ms. Eastham’s financial expertise and deep business experience, as well as her demonstrated commitment to our Board and her extensive knowledge of Geron’s business and strategies, based on her service on Geron’s Board since 2009, qualifies her to be elected as a director and serve as the Lead Independent Director. Ms. Eastham joined the Board in March 2009 and turned 70 years of age in 2019. The Company’s Corporate Governance Guidelines set forth: (a) a term limit for director Board service of ten (10) years that the other directors may, by at least a 2/3 vote, extend, and (b) that directors will not typically be nominated for election to the Board after they reach the age of 70, although the Board may decide to waive this policy in individual cases. Without Ms. Eastham present, the Directors discussed her important contributions to the Company and the Board as Lead Independent Director, Chair of the Audit Committee and member of the Compensation Committee, and subsequently unanimously voted to extend the term limit and waive the age limit to enable Ms. Eastham to be nominated by the Board for re-election by the stockholders. Ms. Eastham has confirmed to our Board that she is fully committed to continuing to dedicate the required amount of time to fulfill her duties as the Lead Independent Director for Geron, as well as her roles as Chair of our Audit Committee and a member of our Compensation Committee. Serving on Geron’s Board for over 10 years, Ms. Eastham is the longest serving female director on our Board. Throughout this period, she has consistently demonstrated her ability to dedicate sufficient time and focus on her duties as a director of Geron, Chair of our Audit Committee and a member of our Compensation Committee. Ms. Eastham has attended 100% of the meetings for Geron’s Board, Audit Committee and Compensation Committee for each of the years ended December 31, 2019 and 2018. In accordance with our Board’s standard practice, Ms. Eastham reviews scheduled Geron Board and committee meeting dates a year in advance to confirm availability to participate and attend all Board and committee meetings. All the companies for which she serves as a director are located in the San Francisco Bay Area, enabling her to travel and regularly attend Geron’s Board and committee meetings. In addition, Ms. Eastham does not serve on the board of any privately-held companies. The Board of Directors Unanimously Recommends That Stockholders Vote FOR the Election of all Nominees to the Board of Directors. Compensation Committee Interlocks and Insider Participation: Drs. Lawlis and Spiegel and Ms. Eastham served on the Compensation Committee for the year ended December 31, 2019. |
| 2021-03-22 | Karin Eastham 71 Yes C, FE M 3 Retired C.P.A. Lead Independent Director |
| 2022-03-22 | Karin Eastham 72 Yes M, FE M 3 Inactive C.P.A. Lead Independent Director Eastham, Karin 100,000 74,750 174,750 |
| Filing Date | Source Excerpt |
|---|---|
| 2019-04-30 | Karin Eastham, age 69, was appointed to the board of directors in September 2018. Ms. Eastham currently serves on the boards of directors of several life sciences companies. ... Ms. Eastham has served on the board of directors of Geron Corporation since March 2009, Illumina, Inc. since August 2004 and Veracyte, Inc. since December 2012. ... Ms. Eastham received a B.S. in Accounting and an M.B.A. from Indiana University and is a Certified Public Accountant. ... With the passing away of Mr. Krivulka on February 17, 2018, and the appointment of Karin Eastham effective as of September 26, 2018, the Organization and Compensation Committee consists of four independent directors: Messrs. Ajer, Greer and Lingnau and Ms. Eastham. ... The following table shows compensation awarded or paid to our non-employee directors for the fiscal year ended December 31, 2018. ... Karin Eastham Fees Earned or Paid in Cash $40,000, Stock Awards $517,734, Option Awards $586,015, Total $1,143,749. |
| 2020-04-29 | Karin Eastham, age 70, was appointed to serve as a member of our board of directors in September 2018. Ms. Eastham currently serves on the boards of directors of several life sciences companies. ... Ms. Eastham received a B.S. in Accounting and an M.B.A. from Indiana University and is a Certified Public Accountant. |
| 2021-04-30 | Karin Eastham, age 71, was appointed to serve as a member of our board of directors in September 2018. ... Ms. Eastham serves as the Chairperson of the Audit Committee. The board committees table shows Karin Eastham is on Audit, Organization and Compensation, and Nominating and Corporate Governance Committees. Director Compensation Table shows Karin Eastham's total compensation for 2020 was $488,402. |
| 2022-04-29 | Karin Eastham, age 72, was appointed to serve as a member of our board of directors in September 2018. Ms. Eastham currently serves on the boards of directors of several life sciences companies. Ms. Eastham serves as the Chairperson of the Audit Committee. |
| 2023-04-28 | Karin Eastham, age 73, was appointed to serve as a member of our board of directors in September 2018. ... The following table provides membership and meeting information as of December 31, 2022, for each of the board committees: ... Karin Eastham Audit Committee: Chairperson, Organization and Compensation Committee: Member. ... Director Compensation Table—Fiscal 2022 shows Karin Eastham Fees Earned or Paid in Cash: $122,750, Stock Awards: $35,394, Option Awards: $46,849, Total: $204,993. |
Data sourced from SEC filings. Last updated: 2026-02-03