William Waddill
About William D. Waddill
William D. Waddill, age 68, is an independent Class II director of Annexon, Inc. (ANNX) who has served on the board since August 2021; he is nominated for re‑election at the 2025 annual meeting, with a term through 2028 if elected . He chairs Annexon’s Audit Committee and is designated an “audit committee financial expert,” reflecting deep finance leadership experience, including CFO roles at Calithera Biosciences, OncoMed Pharmaceuticals, and Ilypsa, along with earlier finance roles at Exelixis and Big Four audit firms; he holds a B.S. in Accounting from the University of Illinois Chicago and is an inactive CPA . The board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calithera Biosciences, Inc. | SVP, CFO, Treasurer & Secretary | Apr 2014 – Dec 2016 | Public company finance leadership |
| OncoMed Pharmaceuticals, Inc. | SVP & CFO | Oct 2007 – Mar 2014 | Public company finance leadership |
| Ilypsa, Inc. | SVP & CFO | Oct 2006 – Sep 2007 | CFO through acquisition by Amgen |
| Square One Finance | Principal | Feb 2000 – Sep 2006 | Finance consulting |
| Exelixis, Inc. | Sr. Director, Finance & Administration | Dec 1996 – Feb 2000 | Public company finance |
| PricewaterhouseCoopers LLP and Deloitte LLP | Audit staff (prior) | Not disclosed | CPA (inactive) credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Turnstone Biologics Corp. | Director | Since Apr 2024 | Public biopharma board service |
| Protagonist Therapeutics, Inc. | Director | Since Jul 2016 | Public clinical-stage biopharma board service |
| Arrowhead Pharmaceuticals | Director | Since Jan 2018 | Public biopharma board service |
Board Governance
- Independence: Annexon’s board determined that all directors other than the CEO are independent; Waddill qualifies as independent under Nasdaq rules .
- Committee assignments:
- Audit Committee: Chair; designated audit committee financial expert (with Muneer Satter also designated); committee met 4 times in 2024 .
- Nominating & Corporate Governance Committee: Member; committee met 2 times in 2024 .
- Not on Compensation Committee (members: Wiggans, Carson, Choi; chaired by Choi; met 4 times in 2024) .
- Not on Science & Technology Committee (members: Carson, Cockroft, Choi; chaired by Carson; met 5 times in 2024) .
- Board leadership: Chair role separated from CEO; Thomas G. Wiggans serves as board chair .
- Attendance and engagement: Board met 6 times in 2024; each director attended ≥85% of board and committee meetings during his/her service; independent directors met regularly in executive session .
- Class and tenure: Class II director; served since Aug 2021; up for election at 2025 annual meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024 actual) | $63,500 | Fees earned/paid in cash for 2024 |
| Program structure (effective as amended Apr 2025) | — | Annual director retainer $40,000; Audit Chair +$20,000; Audit member +$10,000; Nominating Chair +$10,000; Nominating member +$5,000; Board Chair +$35,000; Comp Chair +$12,000; Comp member +$6,000; SciTech Chair +$12,000; SciTech member +$6,000 |
The program specifies automatic initial option grant (110,000 shares) at appointment and annual option grant (55,000 shares) each annual meeting; vesting monthly for the initial grant and annually for the annual grant; full vesting on change of control .
Performance Compensation
| Equity element | 2024 value | Grant mechanics | Vesting |
|---|---|---|---|
| Option Awards (grant-date fair value, 2024) | $239,238 | Non-employee director option grants under program; annual grants occur at annual meeting | |
| Options outstanding (as of 12/31/2024) | 112,000 (exercisable + unexercisable) | Held by Waddill as of year-end | |
| Vesting schedule (program) | — | Initial Grant 110,000 shares vests monthly over 3 years; Annual Grant 55,000 shares vests by first anniversary or next annual meeting; change-in-control full vesting |
No director stock awards (RSUs/PSUs) were held by non-employee directors as of 12/31/2024 .
Other Directorships & Interlocks
| Company | Industry | Potential Interlock/Conflict Considerations |
|---|---|---|
| Arrowhead Pharmaceuticals | Biopharma | Same sector as Annexon; no related-party transactions disclosed involving Waddill; monitor for competitive overlap and information flow risks typical of multi-board service . |
| Protagonist Therapeutics | Biopharma | Same sector exposure; no Waddill-related transactions disclosed; standard audit committee oversight of related parties in place . |
| Turnstone Biologics | Biopharma | Same sector exposure; no Waddill-related transactions disclosed . |
Expertise & Qualifications
- Finance and accounting leadership: Multiple public-company CFO roles; audit committee financial expert designation .
- Capital markets and transactions: Experience through CFO tenures and consulting practice (Square One Finance); acquisition milestones at Ilypsa .
- Accounting credential: B.S. in Accounting; CPA (inactive) .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (as of 3/31/2025) | 68,000 shares | Options exercisable within 60 days counted as beneficial; <1% of shares outstanding |
| Ownership % of outstanding | <1% | Company disclosure marks “*” for <1% |
| Options outstanding (12/31/2024) | 112,000 | Total (exercisable + unexercisable) options at FY-end |
| Anti-hedging/anti-pledging | Prohibited | Company insider trading policy forbids hedging and pledging for directors |
Governance Assessment
- Board effectiveness: Waddill is Audit Chair and an audit committee financial expert, strengthening financial oversight; Audit Committee met 4 times in 2024 and reviews related-party transactions, risk management, cybersecurity, and whistleblower matters .
- Independence and engagement: Affirmed independent under Nasdaq rules; board attendance at/above 85% and regular independent executive sessions suggest good engagement .
- Compensation alignment: Director pay emphasizes options, which increase alignment with shareholder upside; 2024 director equity value for Waddill was $239,238 with no RSUs, consistent with option-centric program and full vesting on change of control per program terms .
- Conflicts/related parties: No related-party transactions disclosed involving Waddill; Annexon maintains a formal related-person transaction policy and Audit Committee approval process; notable related transactions involve another director’s affiliates (Satter), not Waddill .
- Policies: Anti-hedging and anti-pledging policies in place for directors; clawback policy adopted Nov 2023 for compensation recovery under Dodd‑Frank/Nasdaq rules (primarily executive comp), reinforcing governance controls .
- Shareholder sentiment: Say‑on‑pay approval exceeded 97% at the last vote, indicating broad investor support for compensation practices (executive program), indirectly supporting overall governance framework .
RED FLAGS (none disclosed specific to Waddill):
- No late Section 16 filings in FY2024; no Waddill-related party transactions; no hedging/pledging permitted under policy .
- Multi-board service in the same sector merits monitoring for overboarding/time commitments and sector interlocks, though no specific conflicts are disclosed; Annexon’s policies and Audit Committee oversight mitigate risk .
Signals for investors:
- Audit Chair with financial expert status is a positive governance signal for financial reporting and risk oversight .
- Option-centric director equity suggests alignment with shareholder returns; absence of RSUs indicates higher at‑risk compensation for directors .
- Strong board attendance and independent executive sessions support board effectiveness .
Annexon’s board determined all directors (except the CEO) are independent; Waddill’s roles as Audit Chair and Nominating Committee member position him centrally in financial oversight and board composition/governance reviews **[1528115_0001140361-25-015175_ny20043084x1_def14a.htm:15]** **[1528115_0001140361-25-015175_ny20043084x1_def14a.htm:18]** **[1528115_0001140361-25-015175_ny20043084x1_def14a.htm:20]**.