Robert Wills
About Robert Wills
Robert Wills, Ph.D. (age 71) joined Alpha Cognition’s Board on April 7, 2025. He holds a B.S. in Biochemistry and an M.S. in Pharmaceutics from the University of Wisconsin, and a Ph.D. in Pharmaceutics from the University of Texas. His core credentials include four decades in pharma R&D and alliance leadership, culminating as SVP Global Development at Johnson & Johnson and board leadership across multiple biopharma companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson (Janssen) | SVP Global Development; VP Alliance Management | ~25+ years (dates not individually specified) | R&D pipeline oversight; member of J&J R&D Board |
| CymaBay Therapeutics (CBAY) | Chairman of the Board | Until March 2024 acquisition by Gilead | Led board through transaction |
| GTx, Inc. | Executive Chairman | 2015–2019 | Executive leadership and strategy |
| Parion Sciences, Inc. | Board Member | Not specified | Private company governance |
External Roles
| Company | Exchange/Ticker | Role | Committee Positions |
|---|---|---|---|
| Milestone Pharmaceuticals | Nasdaq: MIST | Chairman of the Board | Not disclosed |
| Oncternal Therapeutics | Nasdaq: ONCT | Director | Not disclosed |
| Parion Sciences | Private | Director | Not disclosed |
Board Governance
- Committee assignments: Governance and Nomination Committee member; the committee consists of Len Mertz, Robert Wills, and John Havens (Chair) .
- Independence: The Board affirmatively determined Wills is independent under Nasdaq rules; all members of Audit, Governance/Nomination, and Compensation Committees are independent .
- Attendance and engagement: In FY2024 the Board held 4 formal meetings; no director attended fewer than 75%; Audit met 4 times; Governance/Nomination met 2 times; Compensation met 2 times (Wills joined in 2025, but these establish cadence) .
- Board leadership: Non-executive Chairman structure; independent directors meet with external auditors without management present .
Fixed Compensation
| Component | 2024 | 2025 |
|---|---|---|
| Annual cash retainer (Director) | $0 (no director compensation paid in 2024) | $40,000 |
| Committee membership fee (Governance & Nomination) | $0 | $5,000 (member) |
| Committee chair fee (Governance) | — | $10,000 (for chair; Wills is a member, not chair) |
Notes: The Board adopted a standardized director compensation framework on Feb 18, 2025 .
Performance Compensation
| Equity Award | Grant Date | Quantity | Exercise/Grant Price | Vesting | Plan Source |
|---|---|---|---|---|---|
| Stock Options (Initial) | 2025-04-07 | 35,575 | $4.83 | 12.5% at grant; remaining 12.5% quarterly over 24 months | 2023 Stock Option Plan |
| Annual Stock Option Grant | 2025 (policy) | Valued at $95,000 | — | Not specified (policy level) | Board compensation framework |
| One-time “catch-up” stock options | 2025 (policy) | Valued at $100,000 | — | Not specified (policy level) | Board compensation framework |
- No director-equity grants were paid in 2024; director compensation was introduced in 2025 due to prior foregone compensation, with an annual option grant plus a one-time catch-up award for non-employee directors .
- Repricing prohibitions and clawback: The 2025 Stock & Incentive Plan prohibits repricing “underwater” options without shareholder approval and subjects awards to clawback policies; options must be at or above fair market value at grant .
Other Directorships & Interlocks
| Relationship Type | Counterparty | Nature | Potential Conflict Commentary |
|---|---|---|---|
| Public board chair | Milestone Pharmaceuticals (MIST) | External chairman | Different therapeutic area; no disclosed related-party transactions with ACOG |
| Public director | Oncternal Therapeutics (ONCT) | External director | Oncology focus; no disclosed related-party transactions with ACOG |
| Private director | Parion Sciences | External director | No disclosed related-party transactions with ACOG |
The Company states no arrangement or family relationship associated with Wills’ appointment and no related-party transactions requiring Item 404(a) disclosure .
Expertise & Qualifications
- Deep R&D and global development leadership (SVP Global Development, J&J; alliance management) .
- Board leadership across clinical-stage and commercial biopharma (MIST chair; previously CBAY chair; GTx Executive Chair) .
- Advanced scientific training (Ph.D. Pharmaceutics) suited to Alpha Cognition’s neuroscience focus .
Equity Ownership
| Holder | Common Shares | Preferred Shares | % of Common | % of Total Voting | Notes |
|---|---|---|---|---|---|
| Robert Wills (as of 2025-04-30) | — | — | 0% | 0% | Beneficial ownership excludes 3,752 unvested options |
- Hedging/pledging: The Company’s share trading policy prohibits hedging and monetization transactions for directors/officers; awards are non-transferable other than by will or laws of descent, limiting pledging/encumbrance risk .
Governance Assessment
- Board effectiveness: Wills adds seasoned pharma R&D and board governance expertise to the Governance & Nomination Committee—aligned with oversight of director selection, evaluation, and succession planning .
- Independence and conflicts: Affirmed independent; no Item 404(a) related-party transactions; hedging prohibited; awards subject to clawback—supportive of investor alignment .
- Compensation and alignment: 2025 introduction of director cash retainer and stock options increases alignment via equity. Wills receives $40,000 cash retainer + $5,000 committee fee and equity awards (annual $95,000 options; one-time $100,000 options), all within the plan’s annual non-employee director cap framework ($500,000 limit) .
- Attendance signal: Board/committee cadence indicates active oversight; no directors under-attended in 2024. Wills joined in 2025; ongoing participation to be monitored in future proxies .
- RED FLAGS:
- Multiple external board commitments (MIST chair; ONCT director; Parion board) could constrain time availability during critical Alpha milestones; monitor meeting attendance and engagement in future disclosures .
- Prior zero common share ownership and reliance on options (typical for new directors) reduces immediate “skin in the game”; equity vesting schedule enhances long-term alignment .
Insider Filings and Grants
| Date | Form | Security/Type | Quantity | Price | Vesting/Notes |
|---|---|---|---|---|---|
| 2025-04-07 | Form 3 | Initial statement of beneficial ownership | — | — | Filed upon appointment |
| 2025-04-07 | Form 4 | Stock Options (grant) | 35,575 | $4.83 | 12.5% at grant; 12.5% quarterly thereafter over 24 months |
Shareholder Support Signals (2025 AGM)
| Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Set number of directors at six | 8,401,064 | 837 | 2,759 | 0 |
| Elect Robert Wills | 4,329,020 | 9,156 | — | 4,066,484 |
| Ratify auditors | 8,402,007 | 210 | 2,443 | 0 |
| Adopt 2025 Stock & Incentive Plan | 3,858,186 | 444,702 | 35,288 | 4,066,484 |
- The 2025 Stock & Incentive Plan was approved; it contains guardrails on repricing, discounts, and prescribes clawback coverage .
Related-Party & Conflicts Review
- No transactions involving Wills requiring disclosure under Item 404(a); Company maintains Audit Committee oversight for related-party transactions and a Code of Ethics with conflict-of-interest provisions .
Compensation Structure Analysis (Director)
- 2024: No director compensation paid given development-stage status; 2025: adoption of a standardized mix of cash and options, including one-time catch-up grants for long-serving non-employee directors (Wills receives the new structure starting 2025) .
- Plan risk controls: No evergreen; no repricing; fair-market exercise prices; annual director cap of $500,000; clawbacks applied—reduces pay-for-performance and shareholder dilution concerns .
Director Compensation Details (2025)
| Component | Amount |
|---|---|
| Annual retainer (Director) | $40,000 |
| Governance & Nomination Committee membership | $5,000 |
| Annual stock option grant | $95,000 (value) |
| One-time catch-up stock options | $100,000 (value) |
Wills’ initial grant upon appointment: 35,575 options at $4.83, vesting 12.5% at grant and 12.5% quarterly thereafter (24 months) .
Conclusion: Governance Quality and Investor Confidence
- Wills’ appointment strengthens board domain expertise in drug development and governance, with independent status, no related-party ties, clawback and anti-hedging safeguards, and equity-based alignment. The primary watchpoint is bandwidth across multiple boards; ongoing monitoring of his attendance, committee contributions, and potential interlocks remains prudent for investors .