Craig Wheeler
Apellis PharmaceuticalsAbout Craig Wheeler
Craig A. Wheeler is an independent Class III director at Apellis Pharmaceuticals, elected April 17, 2025, and appointed to the Audit Committee effective May 1, 2025. He is 64, holds a B.S. and M.S. in chemical engineering from Cornell University and an MBA from Wharton, and is recognized by the Board as an Audit Committee financial expert, reflecting deep biopharma operating, manufacturing, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Headwaters Biotech Advisors | Chief Executive Officer | 2020–present | Biotech advisory leadership |
| Momenta Pharmaceuticals | President & Chief Executive Officer | 2006–2020 | Led company until sale to J&J in 2020 |
| Chiron Biopharmaceuticals | President | 2001–2006 | Senior executive in biopharma |
| Boston Consulting Group | Senior member, healthcare practice | 1988–2001 | Strategy/operations in healthcare |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amicus Therapeutics, Inc. | Director | 2016–present | Current public company board |
| Avanir Pharmaceuticals, Inc. | Director | 2005–2016 | Prior public company board |
| Momenta Pharmaceuticals, Inc. | Director | 2006–2020 | Prior board concurrent with CEO role |
Board Governance
- Committee assignments: Audit Committee member (effective May 1, 2025); Board has designated him an “audit committee financial expert” .
- Independence: Board determined Wheeler is independent under Nasdaq rules; company-wide, all non-employee directors except the CEO are independent .
- Tenure and class: Independent director since 2025; Class III term through 2026 annual meeting .
- Board meetings/engagement: Board met 7 times in 2024; each director met ≥75% attendance for board/committee meetings; independent directors held 5 executive sessions; directors are responsible for attending annual meetings and all directors attended the 2024 meeting .
- Leadership structure: Independent Chair of the Board; no Lead Independent Director (chair is independent per Nasdaq rules) .
- Related party reviews: Audit Committee oversees related-party transaction policy; no Item 404 transactions disclosed for Wheeler upon his election .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid quarterly; prorated for partial quarters |
| Audit Committee member fee | $12,500 | Additional annual fee for committee membership |
| Audit Committee chair premium | +$12,500 | Chair-only premium; Wheeler is not chair |
| Compensation Committee member fee | $10,000 | If appointed; Wheeler is not listed as a member |
| Compliance Committee member fee | $7,500 | If appointed; Wheeler is not listed as a member |
| Nominating & Governance Committee member fee | $7,500 | If appointed; Wheeler is not listed as a member |
| Expense reimbursement | Reasonable travel/OOP reimbursed | Standard director policy |
Initial equity grants upon election (April 17, 2025):
| Grant Type | Shares/Terms | Vesting | Additional Terms |
|---|---|---|---|
| Stock options | 28,195 shares; exercise price $18.20 per share | Vests one-third on each of the 1st, 2nd, and 3rd anniversaries | 7-year term; full acceleration upon change-of-control |
| RSUs | 16,483 shares | Vests in full on first anniversary (deferral allowed) | Full acceleration upon change-of-control |
Annual equity program (for non-employee directors with ≥6 months’ service by Jan 1): $200,000 options (Black-Scholes value) vesting quarterly in-year + $200,000 RSUs vesting at one year; options priced at grant-date fair market value; awards fully accelerate upon a change in control .
Performance Compensation
| Aspect | Details |
|---|---|
| Performance-based metrics for director pay | None disclosed; director equity awards are time-based (options and RSUs) |
| Change-of-control treatment | Director awards (options, RSUs) fully accelerate upon change-of-control |
Note: Performance Stock Units (PSUs) and TSR metrics referenced in the proxy apply to executives starting in 2025, not to directors .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current external public board | Amicus Therapeutics, Inc. (Director) |
| Compensation peer group linkage | Amicus Therapeutics is included in Apellis’s executive compensation peer groups for 2024 and 2025, creating a potential peer interlock in benchmarking (information flow/perception risk) |
Expertise & Qualifications
- Expertise: Drug development, manufacturing, and technical scaling for growing biopharmas; seasoned commercial and operational leadership .
- Education: MBA (Wharton), M.S. and B.S. (Cornell) .
- Financial oversight: Designated “audit committee financial expert,” enhancing audit committee effectiveness .
Equity Ownership
| Ownership Element | Status |
|---|---|
| Beneficial ownership (as of Mar 31, 2025) | No beneficial ownership reported (“—” in proxy table) |
| Newly granted unvested RSUs | 16,483 (granted Apr 17, 2025; vests at first anniversary unless deferred) |
| Newly granted stock options | 28,195 at $18.20; 7-year term; vests 1/3 annually over 3 years |
| Ownership guidelines (directors) | Must hold ≥3× annual cash retainer; five years to comply (implemented Sep 2022) |
| Guideline compliance | New directors have five years; specific compliance status for Wheeler not yet disclosed |
| Hedging/pledging policy | Hedging prohibited; pledging prohibited unless Audit Committee grants exception; no exception disclosed for Wheeler |
Say-on-Pay & Shareholder Feedback
2025 Annual Meeting voting outcomes:
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Class II directors | See director-level results below | — | — | 23,918,223 |
| A. Sinclair Dunlop | 54,091,088 | 26,037,795 | — | 23,918,223 |
| Alec Machiels | 62,314,110 | 17,814,774 | — | 23,918,223 |
| Keli Walbert | 76,951,740 | 3,177,144 | — | 23,918,223 |
| Ratify Deloitte (FY2025) | 103,876,326 | 54,603 | 116,178 | — |
| Advisory vote on NEO compensation | 75,901,920 | 4,167,103 | 59,860 | 23,918,223 |
| Frequency of say-on-pay | 79,858,618 (1 year) | 32,418 (2 years) | 206,221 (3 years) | 31,626 (abstain) |
Historical context: 2024 say-on-pay support was 89.9% of votes cast (excluding broker non-votes/abstentions) .
Compensation Committee Analysis
- Composition/independence: Compensation Committee composed of independent directors; chaired by Stephanie Monaghan O’Brien; no officer interlocks .
- Consultant: Pay Governance engaged; independence assessed; no conflicts identified; assisted with peer group design/benchmarking .
- Peer groups: 14-company biopharma peer groups set for 2024 and 2025; Amicus Therapeutics included (see interlock note above) .
- Risk oversight: Committee reviews pay-for-performance alignment; company asserts compensation programs do not encourage excessive risk-taking .
Related Party Transactions
- No transactions involving Craig Wheeler requiring disclosure under Item 404(a) (confirmed upon election) .
- Policy framework: Audit Committee reviews/approves related party transactions ≥$120,000; detailed procedures and criteria in place .
Governance Assessment
-
Strengths
- Independence and audit financial expertise bolster oversight, particularly on accounting, compliance, and risk .
- Clear, structured director compensation with modest cash retainers and equity aligned to tenure; change-in-control provisions transparent .
- No related-party exposure disclosed for Wheeler; indemnification standard for directors .
- Board engagement norms strong (executive sessions; attendance thresholds; independent chair) .
-
Potential risks/RED FLAGS
- Peer interlock: Wheeler serves on Amicus Therapeutics while Amicus is in Apellis’s executive compensation peer group—may raise perception risks in benchmarking neutrality; monitor committee deliberations/disclosures .
- Single-trigger change-in-control acceleration for director equity (full vesting) is shareholder-sensitive; ensure alignment policies remain robust .
- As of March 31, 2025, no beneficial ownership reported—typical for a new director but watch guideline compliance progress over the five-year window .
Overall signal: Appointment to the Audit Committee and designation as an audit financial expert support board effectiveness; absence of related-party ties and disciplined compensation structures are positive for investor confidence .
Additional Reference Tables
Director Equity Program (for reference)
| Feature | Annual Directors (≥6 months) | New Directors (Initial Election) |
|---|---|---|
| Options | Black-Scholes value $200,000; 4 equal quarterly vesting in-year | Black-Scholes value $300,000; vests 1/3 annually over 3 years |
| RSUs | $200,000 (share-count based on closing price); 1-year vesting | $300,000 (share-count based on closing price); 1-year vesting |
| Pricing/Term | Exercise price = fair market value; 7-year option term | Exercise price = fair market value; 7-year option term |
| Change-of-control | Full acceleration of options and RSUs | Full acceleration of options and RSUs |
| Deferral | RSU deferral at director’s election | RSU deferral at director’s election |
Indemnification
- Standard director indemnification agreement on file; company may indemnify for legal fees, judgments, fines, and settlements related to service .
Stock Ownership Guidelines
- Directors: ≥3× annual cash retainer; five-year compliance window; all directors met guidelines at implementation and as of Dec 31, 2024 (note: predates Wheeler’s appointment) .
Code of Conduct and Governance Guidelines
- Code of Business Conduct covering directors and officers; disclosures for waivers/amendments via website/8-K .
- Corporate governance guidelines emphasize independent majority, executive sessions, access to management/advisors, periodic self-evaluations .