Warren Whitehead
About Warren Whitehead
Warren Whitehead, age 72, has served on Aptose’s Board since 2011 and is an independent director and Chair of the Audit Committee. He is a Chartered Professional Accountant (CPA) with an MBA and BComm from the University of Windsor and a BA from the University of Western Ontario. Currently, he is CEO of Amphotericin B Technologies (a subsidiary of Satellos Bioscience) since April 2024 and previously served as Satellos’s Head of Corporate Strategy and CFO from August 2021; prior CFO roles include ProMIS Neurosciences (2013–2015), Arius Research (2006–2008), Labopharm (2000–2006), and Resolution Pharmaceuticals, with earlier finance/business development at Glaxo Canada (GSK) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Satellos Bioscience (TSX) | Head of Corporate Strategy & CFO | Aug 2021–Apr 2024 | Corporate finance leadership |
| ProMIS Neurosciences (TSX) | CFO | 2013–2015 | Led finance in neurodegenerative therapeutics |
| Arius Research (TSX) | CFO | 2006–2008 | Guided acquisition by Roche (2008) |
| Labopharm (TSX/Nasdaq) | CFO | 2000–2006 | Completed public equity financings incl. cross-border Nasdaq |
| Resolution Pharmaceuticals | CFO | Not disclosed | Finance leadership |
| Glaxo Canada (GSK) | Finance & Business Development | Not disclosed | Corporate development |
| Plantform Corporation | Chairman & Board Member | Until 2019 | Governance oversight |
| Telesta Therapeutics (TSX) | Board Member | Until 2016 (acquired by Prometic Life Sciences) | Board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amphotericin B Technologies (Satellos subsidiary) | CEO | Apr 2024–present | Subsidiary of Satellos Bioscience |
| Satellos Bioscience (TSX) | Head of Corporate Strategy & CFO | Aug 2021–Apr 2024 | Regenerative medicine focus |
Board Governance
- Independence: Yes (six of seven directors independent; Whitehead included) .
- Current Board committees: Audit (Chair); other committees for Whitehead not listed .
- Audit Committee financial expertise: All members, including Whitehead, qualify as financial experts under Nasdaq standards .
- Executive sessions: Independent directors met regularly without management in 2024; Compensation Committee met without management for all meetings .
| Attendance (FY 2024) | Meetings Attended |
|---|---|
| Board | 11 of 11 |
| Audit Committee (Chair) | 4 of 4 |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual director cash fee | $60,000 | Standard non‑employee director fee, no per‑meeting fees |
| Audit Committee Chair fee | $20,000 | Chair premium for Audit Committee |
| Committee member fees | N/A for Whitehead | $10,000 per committee; +$3,500 for Audit members (not additive for chair role) |
| Total cash earned (2024) | $80,000 | Whitehead’s actual cash fees for 2024 |
Compensation framework highlights:
- No per‑meeting fees; out‑of‑pocket travel reimbursed .
- Annual cap on director compensation (cash + equity) of $500,000 .
Performance Compensation
| Equity Element | Grant/Outstanding | Valuation/Terms | Vesting |
|---|---|---|---|
| 2024 annual stock options | 111 options | Grant-date fair value: $4,522 (ASC 718) | 50% after one year; 25% in each of years 2–3 |
| Options outstanding (12/31/2024) | 1,187 options | Aggregate options held by Whitehead | Per plan terms (10-year max term; strike ≥ FMV) |
Plan governance features:
- No repricing of “underwater” options without shareholder approval .
- Awards subject to Clawback Policy; no dividend equivalents on options/SARs .
- Change-in-control treatment at consummation (not announcement), with Administrator discretion on vesting/settlement .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Whitehead in “Involvement of Directors with other Reporting Issuers” (table lists other directors only) |
| Prior boards | Plantform (Chairman; until 2019); Telesta Therapeutics (until 2016 acquisition) |
| Potential interlocks with Aptose customers/suppliers | None disclosed |
Expertise & Qualifications
- CPA; extensive CFO experience at publicly-listed biotech/pharma companies (Labopharm, Arius, ProMIS) .
- Recognized financial expert; chairs Audit Committee .
- Capital markets experience (cross-border offerings; M&A execution, including sale of Arius to Roche) .
Equity Ownership
| As of Record Date (April 22, 2025) | Amount |
|---|---|
| Total beneficial ownership (shares and options) | 1,220 |
| Options currently exercisable or becoming exercisable within 60 days (included above) | 1,187 |
| Percent of class | <1% (asterisk denotation) |
| Shares outstanding (context) | 2,552,429 |
Policy alignment:
- Hedging/pledging prohibited under Disclosure and Insider Trading Policy (short sales, options, hedging, margin accounts, pledges) .
- Delinquent Section 16(a) reports: none; all timely for 2024 .
- No indebtedness to the company by directors/officers as of proxy date .
Governance Assessment
- Audit leadership and attendance: Whitehead’s 100% attendance and status as Audit Committee Chair and financial expert support strong oversight of financial reporting and controls .
- ICFR remediation need: Company disclosed a material weakness related to accounting for complex financial instruments (warrants) and auditor transition (KPMG not standing for re-appointment). As Audit Chair, Whitehead will be central to remediation and successor auditor selection—a near-term governance risk to monitor .
- Dilution and equity pool expansion: Board seeks to increase the 2021 Stock Incentive Plan reserve by 458,126 shares (~17.9% of outstanding), bringing total subject to issuance plus available pool to ~20% of outstanding—indicative of capital needs and potential dilution sensitivity for investors .
- Reverse split: Company effected a 30:1 reverse stock split on Feb 26, 2025; reverse splits can be neutral mechanics but often coincide with capital structure repositioning—investors should monitor follow-on equity actions .
- Alignment: Director pay is primarily cash ($80,000) with modest annual option grants ($4,522 grant-date value in 2024). Beneficial ownership is <1% and comprised largely of options, suggesting moderate “skin in the game” relative to equity exposure .
- Conduct and conflicts: Clear Code of Ethics, conflicts monitoring by the Corporate Governance & Nominating Committee; no waivers disclosed; no indebtedness; independent-only Compensation Committee sessions bolster governance hygiene .
RED FLAGS to watch:
- Material weakness in ICFR and auditor change elevate near-term control and reporting risk; audit committee effectiveness will be pivotal .
- Significant proposed increase in equity plan reserve (~17.9% of outstanding) and recent reverse split may presage dilution if used extensively; monitor grant practices and burn rate .
Director Compensation (Structure and Whitehead specifics)
| Metric | 2024 |
|---|---|
| Fees earned or paid in cash | $80,000 |
| Option awards (grant-date fair value) | $4,522 |
| Total | $84,522 |
Director compensation structure:
- Annual cash fee: $60,000; Lead Director: +$40,000; Committee Chair: +$15,000 (Audit Chair: +$20,000); Committee member: +$10,000 per committee; Audit Committee members: +$3,500; no meeting fees; annual cap $500,000 .
Compensation Committee Analysis (context)
- Compensation Committee: Carol Ashe, Denis Burger (Chair), Erich Platzer; fully independent; met 4 times in 2024; reviews director compensation policies and equity plans; consults management for recommendations but meets without management presence for compensation sessions .
Equity Plan and Clawbacks (context)
- 2021 Stock Incentive Plan features include no repricing without shareholder approval, clawback policy application to awards, and no dividend equivalents on options/SARs; director annual award limits enforced .
Notes on Shareholder Votes and Events (context)
- Reverse split authorization range 1-for-2 to 1-for-20; implemented at 30:1 on Feb 26, 2025 (retroactively reflected) .
- Proposed amendment to increase option/share reserve by 458,126 shares (expected to cover ~2 years of grants) .