William Humphries
Aclaris TherapeuticsAbout William Humphries
William Humphries, age 58, has served as an independent director of Aclaris Therapeutics (ACRS) since 2016. He became Chief Executive Officer of MedPharm, a contract development and manufacturing organization (CDMO), in January 2025; prior roles include CEO of Alcami Corporation (CDMO; June 2023–January 2025), CEO of Isosceles Pharmaceuticals (May 2021–May 2023), and President of Ortho Dermatologics (2018–December 2020), with earlier senior roles at Bausch Health, Merz, Stiefel/GSK, and Allergan. He holds a B.A. from Bucknell University and an M.B.A. from Pepperdine University, and currently serves on the board of Clearside Biomedical, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedPharm (CDMO) | Chief Executive Officer | Jan 2025–present | CDMO leadership; potential supplier interlock monitoring |
| Alcami Corporation (CDMO) | Chief Executive Officer; Director | Jun 2023–Jan 2025 | CDMO oversight; industry operational expertise |
| Isosceles Pharmaceuticals Inc | Chief Executive Officer | May 2021–May 2023 | Small-cap biotech leadership |
| Ortho Dermatologics (Bausch Health) | President | 2018–Dec 2020 | Dermatology franchise P&L leadership |
| Bausch Health | EVP, Company Group Chairman (Dermatology & OraPharma) | 2017–2018 | Portfolio oversight |
| Merz, Inc. (North America) | President & CEO | 2012–2016 | Specialty healthcare executive leadership |
| Stiefel Laboratories (GSK) | Chief Commercial Officer; President of Dermatology | 2006–2012; 2009–2012 | Commercial strategy; post-acquisition integration |
| Allergan, Inc. | Senior executive roles; VP U.S. Skincare | Pre-2006 (dates not specified) | Commercial and BD leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Clearside Biomedical, Inc. (public) | Director | Current (as of 2025 proxy) | Not disclosed |
| PhaseBio Pharmaceuticals, Inc. (public) | Director | Within past five years | Not disclosed |
| STRATA Skin Sciences, Inc. (public) | Director | Within past five years | Not disclosed |
| Bryn Pharmaceuticals (private) | Director | Within past five years | Not disclosed |
| SKNV (private) | Director | Within past five years | Not disclosed |
Board Governance
- Independence: The Board affirmatively determined Humphries is independent under Nasdaq listing standards (one of six independent directors out of eight) .
- Attendance: The Board met 8 times in 2024; each current director attended at least 75% of board and committee meetings for the periods they served. Independent directors held regular executive sessions in 2024 .
- Committee assignments and chair roles (2024):
- Jan 1–Mar 31, 2024: Nominating & Corporate Governance Committee (Member); not a chair .
- Apr 1–Dec 31, 2024: Compensation Committee (Member) and Nominating & Corporate Governance Committee (Member); committee chairs were Anand Mehra (Compensation) and Christopher Molineaux (Nominating & Corporate Governance); Vincent Milano chaired Audit .
| Period | Committee | Role | Meetings in 2024 |
|---|---|---|---|
| Jan–Mar 2024 | Nominating & Corporate Governance | Member | 4 |
| Apr–Dec 2024 | Compensation | Member | 4 |
| Apr–Dec 2024 | Nominating & Corporate Governance | Member | 4 |
- Risk oversight: Audit oversees major financial and cybersecurity risks; Compensation monitors excessive risk-taking; Nominating & Corporate Governance oversees governance effectiveness; Lead Independent Director coordinates responses to risk issues .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 50,125 | Reflects annual retainer plus committee/membership fees, pro-rated as applicable |
| Stock Awards ($) | 4,937 | RSUs granted 6/6/2024; fair value per ASC 718 |
| Option Awards ($) | 11,505 | Option granted 6/6/2024; fair value per ASC 718 |
| Total ($) | 66,567 | Sum of cash and equity grant-date fair values |
Board cash retainer structure (2024 policy) :
- Board annual cash retainer: $40,000
- Board Chair additional retainer: $30,000
- Lead Independent Director additional retainer: $25,000
- Committee member/ chair retainers:
- Audit: $7,500 member; $12,500 chair
- Compensation: $7,500 member; $12,500 chair
- Nominating & Corporate Governance: $4,500 member; $4,500 chair
- Research & Development: $6,000 member; $8,000 chair (committee dissolved effective 12/31/2024)
Performance Compensation
Annual equity awards (continuing directors; 2024):
| Grant Type | Shares/Units | Grant Date | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Options | 15,750 | 6/6/2024 | $1.03/share | 12 equal monthly installments through 6/6/2025, subject to continued service | 10-year term; exercise price equals closing price on grant date |
| RSUs | 4,793 | 6/6/2024 | N/A | 100% on 6/6/2025, subject to continued service | Time-based vesting; no performance metrics disclosed for directors |
Director equity grant policy highlights (as of 2024/2025) :
- New director equity: lesser of $640,000 or fair value of 121,000 options; mix 70% options / 30% RSUs; options vest monthly over 36 months; RSUs vest in three annual installments .
- Continuing director annual equity: lesser of $320,000 or fair value of 60,500 options; mix 70% options / 30% RSUs; options vest monthly over 12 months; RSUs vest after one year .
- Options: exercise price equals closing price on grant date; 10-year term .
- Annual cap: total director compensation (cash + equity grant-date fair value) not to exceed $750,000 per fiscal year .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Clearside Biomedical, Inc. | Ophthalmology biotech (public) | Director | No ACRS related-person transactions disclosed; monitor information flow |
| PhaseBio Pharmaceuticals, Inc. | Biotech (public; prior) | Director | Prior role; no ACRS transactions disclosed |
| STRATA Skin Sciences, Inc. | Dermatology devices (public; prior) | Director | Prior role; adjacent dermatology; no ACRS transactions disclosed |
| Bryn Pharmaceuticals (private) | Biotech | Director | Private; no ACRS transactions disclosed |
| SKNV (private) | Not specified | Director | Private; no ACRS transactions disclosed |
- Related-party monitoring: Aclaris’ policy requires Audit Committee review of related-person transactions >$120,000; no related-person transactions since 1/1/2023 involving directors/officers were disclosed, except a 2024 private placement purchase by Director Anand Mehra (not Humphries) .
Expertise & Qualifications
- Sector expertise: Deep dermatology and specialty pharma operating leadership across Bausch Health (Ortho Dermatologics), Merz, Stiefel/GSK, Allergan; CDMO leadership at Alcami and MedPharm .
- Education: B.A. (Bucknell), M.B.A. (Pepperdine) .
- Board-relevant skills: Commercial strategy, BD, operations, and governance experience in life sciences; current public-company board experience (Clearside Biomedical) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding | As-of Date |
|---|---|---|---|
| William Humphries | 128,107 | Less than 1% | Feb 10, 2025 |
Director outstanding equity (as of Dec 31, 2024):
| Instrument | Quantity | Notes |
|---|---|---|
| Stock Options | 94,125 | Includes 15,750 options granted 6/6/2024; vest monthly through 6/6/2025 |
| RSUs | 4,793 | Granted 6/6/2024; vests on 6/6/2025 |
- Hedging/pledging: Company policy prohibits directors/officers/employees from hedging, short sales, options, margin accounts, or pledging company stock at any time .
Insider Trades (Section 16)
| Date (Filing) | Form | Transaction Summary | Shares/Units | Price | Source |
|---|---|---|---|---|---|
| 2024-06-10 | Form 4 | Annual director grant (per policy): Option grant and RSUs (granted 6/6/2024) | Options: 15,750; RSUs: 4,793 | Option exercise price: $1.03 | |
| 2025-06-09 | Form 4 | Filed; details see SEC filing | N/A | N/A |
- EDGAR index entries confirm Humphries’ Form 4 filings in 2024 and related Section 16 detail .
Governance Assessment
- Independence and engagement: Humphries is Nasdaq-independent; he attended ≥75% of meetings in 2024 and participates in two key committees (Compensation; Nominating & Corporate Governance), supporting board effectiveness and oversight breadth .
- Governance skill fit: His operating background in dermatology and CDMO leadership aligns with ACRS’ biopharma strategy, enhancing oversight of commercialization, partnerships, and manufacturing risk .
- Pay structure and alignment: Director pay mixes cash retainers with time-based options/RSUs; annual grants are formulaic with capped aggregate compensation ($750k), exercise prices set at market, and vesting tied to continued service—appropriate alignment without performance metrics typical for directors .
- Ownership and conduct: He holds 128,107 shares (<1%) and outstanding options/RSUs; company prohibits hedging/pledging, reducing misalignment risk .
- Conflicts monitoring: Humphries’ CDMO roles (MedPharm; Alcami) create potential conflict zones if ACRS engages those vendors; however, the proxy discloses no related-person transactions involving Humphries since 1/1/2023, and the Audit Committee oversees related-party reviews per policy—no current red flag disclosed .
- Committee oversight quality: Compensation Committee utilizes a compensation consultant and peer analyses; Nominating & Corporate Governance reviews board composition and effectiveness; Audit oversees financial and cybersecurity risks, with an identified financial expert as chair—overall governance processes appear robust .
RED FLAGS: None disclosed specific to Humphries (no related-party transactions, hedging/pledging prohibited). Monitor potential CDMO interlocks for future related-person exposure or procurement influence .