William (BJ) Jones, Jr.
About William (BJ) Jones, Jr.
William (BJ) Jones, Jr. is an independent Class III director (age 62 as of April 29, 2025) who has served on Apogee Therapeutics’ Board since June 2023 and previously served on the board of managers of Apogee Therapeutics, LLC from May–July 2023. He is Chief Commercial Officer at NewAmsterdam Pharma (Nasdaq: NAMS) since August 2023, and brings biopharma commercialization leadership from Biohaven Pharmaceuticals (2019–2022) and Takeda (2016–2019). He holds a B.S. from the U.S. Air Force Academy, an M.S. from Texas A&M University, and an MBA from Stanford GSB; Apogee cites his drug development and commercial strategy expertise as qualifying credentials.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apogee Therapeutics, Inc. | Independent Director (Class III) | Since June 2023 | Nominating Committee Chair; Compensation Committee member |
| Apogee Therapeutics, LLC | Board of Managers member | May 2023 – July 2023 | Pre-IPO governance |
| NewAmsterdam Pharma (NAMS) | Chief Commercial Officer | Since Aug 2023 | Commercial leadership |
| Biohaven Pharmaceuticals (subsidiary of Pfizer) | Chief Commercial Officer, Migraine & Common Diseases | Apr 2019 – Dec 2022 | Launched first FDA-approved product (Nurtec ODT) |
| Takeda Pharmaceutical (TAK) | VP, Head of Sales & Commercial Operations (General Medicine) | Jan 2016 – Mar 2019 | Built commercial operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Annexon Biosciences (ANNX) | Director | Since Jan 2025 | Board service (committee roles not disclosed) |
| Akili, Inc. (AKLI) | Director | Aug 2022 – Jul 2024 | Board service (committee roles not disclosed) |
Board Governance
- Independence: The Board determined Jones qualifies as an independent director under Nasdaq rules; all Audit and Compensation Committee members meet heightened SEC criteria.
- Committees: Nominating Committee Chair; Compensation Committee member. Audit Committee Chair is Jennifer Fox; Mark C. McKenna is Independent Chair of the Board.
- Attendance and engagement: The Board met five times in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Committee activity: 2024 meetings — Audit (4), Compensation (5), Nominating (3).
- Executive sessions: Independent directors meet in executive session at every regular Board meeting.
Fixed Compensation
| Component | Policy (Effective Feb 2024) | Policy (Amended Mar 2025; effective at 2025 Annual Meeting) | Jones’s 2024 Cash (Actual) |
|---|---|---|---|
| Board Annual Retainer (non-Chair) | $40,000 | $40,000 | $40,000 |
| Committee Member — Compensation | $5,000 | $7,500 | $5,000 |
| Committee Chair — Nominating | $8,000 | $10,000 | $8,000 |
| Total Cash Fees | — | — | $53,000 |
Notes:
- Other retainers: Audit member $7,500 (raised to $10,000); Compensation Chair $10,000 (raised to $15,000); Audit Chair $15,000 (raised to $20,000); Board Chair $70,000.
Performance Compensation
| Equity Element | Policy (Feb 2024) | Policy (Amended Mar 2025; effective at 2025 Annual Meeting) | Jones’s 2024 Equity (Actual) | Vesting |
|---|---|---|---|---|
| Initial Option Grant | $700,000 FV (cap 60,000 options) | $800,000 FV (cap 35,000 options) | Not applicable in 2024 | Vests annually over 3 years |
| Annual Option Grant | $350,000 FV (cap 30,000 options) | $400,000 FV (cap 17,500 options) | $349,828 FV; 10,370 options | Vests on 1-year anniversary |
Important clarifications:
- The proxy notes 2024 awards of 10,370 options to each non-employee director (including Jones). It also states “as of December 31, 2024, Mr. Jones held no options,” while the beneficial ownership table (as of April 21, 2025) includes 10,370 options that have vested or will vest within 60 days, indicating post-year-end vesting/recognition.
Other Directorships & Interlocks
| Company | Relationship to APGE | Interlock/Overlap |
|---|---|---|
| NewAmsterdam Pharma (NAMS) | No APGE-related transactions disclosed | Employment role; no APGE overlap disclosed |
| Annexon Biosciences (ANNX) | No APGE-related transactions disclosed | Board role from Jan 2025; no APGE overlap disclosed |
| Akili, Inc. (AKLI) | No APGE-related transactions disclosed | Past board role; no APGE overlap disclosed |
Contextual shareholder influence (APGE):
- Significant holders (Fairmount, Venrock) have directors (Harwin, Kiselak, Shah) affiliated; insider participation in the IPO included purchases by entities affiliated with Fairmount and Venrock. No related-party transactions involving Jones are disclosed.
Expertise & Qualifications
- Core skills: Drug development, commercial strategy, execution of launches (Nurtec ODT) and scaling commercial operations.
- Education: B.S. in human factors engineering (U.S. Air Force Academy); M.S. in industrial engineering (Texas A&M); MBA (Stanford GSB).
Equity Ownership
| Holder | Voting Common | Non‑Voting Common | Total % Ownership | Voting Power | Notes |
|---|---|---|---|---|---|
| William (BJ) Jones, Jr. | 27,782 | — | <1% | <1% | Includes 1,451 restricted voting shares and 10,370 options vesting/vested within 60 days of Apr 21, 2025 |
Company-wide equity plan context:
- As of Dec 31, 2024: 5,422,978 securities underlying outstanding options; weighted average exercise price $35.12; 4,655,703 shares available for future issuance under plans (excluding evergreen increases added Jan 1, 2025).
Governance Assessment
- Board effectiveness: Jones’ independent status, leadership as Nominating Committee Chair, and Compensation Committee membership support governance rigor on director succession and pay; committee meeting cadence (Nominating: 3; Compensation: 5 in 2024) indicates active oversight.
- Independence and attendance: The Board reports all directors attended ≥75% of meetings; Jones is specifically listed as independent, bolstering investor confidence in objective oversight.
- Compensation alignment: Jones’s 2024 director pay is heavily equity-oriented (options $349,828 vs cash $53,000), aligning director incentives with shareholder outcomes; vesting schedules are time‑based (no disclosed performance metrics), which is typical for early-stage biotech boards but reduces direct pay-for-performance rigor.
- Policy changes (2025): Increases to option grant fair values and committee chair/member retainers reflect expanding responsibilities and market alignment; investors should monitor aggregate director pay versus governance outcomes to avoid pay inflation risk.
- Shareholder signal: 2024 shareholder approval of a separate 100,000 director option grant (40.43M votes for) suggests investor tolerance for targeted director equity when justified, though not directly related to Jones.
RED FLAGS to monitor
- Elevated equity awards without performance conditions (options vest on time schedules, not on KPIs) may dilute pay-for-performance linkage; oversight rests with Compensation Committee on setting robust executive metrics even if director equity remains time-based.
- Time commitments: Concurrent CCO role at NAMS plus external board service necessitates sustained attendance; Board reports adequate attendance in 2024, but continued monitoring is prudent.
Director Compensation (2024 Actual)
| Name | Option Awards ($) | Stock Awards ($) | Fees Earned ($) | Total ($) |
|---|---|---|---|---|
| William (BJ) Jones, Jr. | $349,828 | — | $53,000 | $402,828 |
Committee Assignments (2024) and Meetings
| Director | Audit Committee | Compensation Committee | Nominating Committee | # of Meetings (2024) |
|---|---|---|---|---|
| William (BJ) Jones, Jr. | — | Member | Chair | Audit: 4; Compensation: 5; Nominating: 3 |
Beneficial Ownership Detail (as of April 21, 2025)
| Item | Detail |
|---|---|
| Voting common shares | 27,782 |
| Non-voting common shares | 0 |
| Components | Includes 1,451 restricted voting shares and 10,370 options vesting/vested within 60 days |
| Ownership % and Voting Power | Each <1% (asterisked in proxy table) |
Shareholder Voting Context (2024)
| Proposal | Result |
|---|---|
| Election of Class I Directors (Gottesdiener, Harwin, Henderson) | All elected; votes detailed by nominee |
| Auditor ratification (E&Y) | Approved (41,560,000 for) |
| Approval of 100,000 director option grant | Approved (40,430,389 for) |
Related-Party Transactions (Context)
- IPO insider participation: Entities affiliated with Fairmount purchased 2,941,176 shares ($49,999,992) and Venrock purchased 1,750,000 shares ($29,750,000) in the 2023 IPO; no Jones-specific related-party transactions disclosed.