William Rice
About William Rice
William G. Rice, Ph.D., age 66, is Chairman, President and Chief Executive Officer of Aptose Biosciences and has served as a director since 2013; his employment agreement commenced October 25, 2013 and was amended August 19, 2014 and April 29, 2024 . He earned his Ph.D. in Biochemistry from Emory University (1986), completed post-doctoral work at the University of Michigan (1986–1989), and held research and academic roles at the National Cancer Institute-FNLCR (Senior Scientist/Head, 1992–1998) and Emory University School of Medicine (1989–1992) before executive leadership roles at Achillion Pharmaceuticals (founder/CEO/Director, 1998–2003) and Cylene Pharmaceuticals (CEO/Chairman, 2003–2013) . Pay-versus-performance data show Aptose’s cumulative TSR value of a fixed $100 investment declined to $28 in 2023 and $3 in 2024, alongside net losses of $51.2 million and $25.4 million respectively, highlighting difficult market conditions and heavy reliance on long-term equity incentives . 2024 corporate achievements included clinical progress in AML with tuspetinib (triplet TUS+VEN+AZA dosing, ASH safety/CR reports), an NCI CRADA, and ~$37 million raised, which underpin the CEO’s annual bonus determinations tied to clinical, finance, and corporate development objectives .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Emory University School of Medicine | Faculty, Pediatric Hematology & Oncology | 1989–1992 | Academic/clinical foundation in oncology; early leadership development |
| University of Michigan Medical Center | Post-doctoral Fellow, Hematology & Oncology | 1986–1989 | Advanced oncology research training |
| National Cancer Institute – FNLCR | Senior Scientist & Head, Drug Mechanism Laboratory | 1992–1998 | Led drug mechanism research; translational oncology focus |
| Achillion Pharmaceuticals, Inc. | Founder, President, CEO, Director | 1998–2003 | Company creation; financings and licensing deals; biotech operating track record |
| Cylene Pharmaceuticals, Inc. | President, CEO, Chairman of the Board | 2003–2013 | Private biotech leadership; continued board chairmanship; fundraising and licensing experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Cylene Pharmaceuticals, Inc. | Chairman of the Board | Ongoing | Continues board service at prior company |
| Oncolytics Biotech Inc. | Director | 2015–2021 | Prior public board experience |
Fixed Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Base salary ($) | $623,077 | $647,040 |
| Annual bonus ($) | — | $343,200 |
| Stock awards ($) | $99,000 | — |
| Option awards ($) | $174,691 | $95,490 |
| All other comp ($) | $27,900 | $28,350 |
| Total compensation ($) | $924,668 | $1,114,080 |
- Current contract terms: Annual base salary $648,960; target annual discretionary bonus up to 55% of base; benefits include 401(k) with 3% non-elective contribution, group health/life, 25 days vacation, and $18,000 annual automobile allowance .
- 2024 option grants: 2,333 options at $60.00 per share, vest over four years (10-year term) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Clinical milestones (tuspetinib, luxeptinib) | 50% | Not disclosed | Executed TUS+VEN+AZA dosing in AML; ASH safety/CR reported | 2024 CEO bonus $343,200 | Cash bonus paid after year-end |
| Finance, financing, accounting | 30% | Not disclosed | Raised ~$37M across instruments | Included in bonus outcome | Cash bonus paid after year-end |
| Corporate & business development | 20% | Not disclosed | CRADA executed with NCI MyeloMATCH | Included in bonus outcome | Cash bonus paid after year-end |
| Pay vs Performance Indicators | FY 2023 | FY 2024 |
|---|---|---|
| CEO Compensation Actually Paid ($) | $3,666,103 | $208,691 |
| Avg Compensation Actually Paid to other NEOs ($) | $1,418,649 | $609,176 |
| TSR – value of fixed $100 initial investment | $28 | $3 |
| Net loss ($ thousands) | $(51,207) | $(25,430) |
- Equity incentives are a major pay lever; the proxy notes outstanding options are currently out-of-the-money, rendering realizable value $0 at current share prices, which dampens short-term equity monetization and selling pressure .
- Awards subject to Clawback Policy; no dividend equivalents on unvested awards; change-in-control definitions require consummation (no acceleration on announcement/shareholder approval) .
Equity Ownership & Alignment
| Holder | Beneficial ownership (shares) | Percent of class | Options currently exercisable or within 60 days |
|---|---|---|---|
| William G. Rice | 20,269 | <1% | 14,489 |
- Hedging/pledging prohibited: No short sales, options, hedging transactions, margin accounts, or pledges permitted under the Disclosure and Insider Trading Policy .
- Director stock compensation policy: Executive directors (including Dr. Rice) receive no director compensation; annual limits apply only to non-employee directors .
Outstanding equity awards (CEO) at fiscal year-end:
| Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration | Vesting notes |
|---|---|---|---|---|
| 111 | Nil | 463.50 | 6-Jun-27 | — |
| 222 | Nil | 475.31 | 28-Mar-27 | — |
| 1,037 | 518 | 603.00 | 17-Jan-32 | 33.33% vested 1/17/24; 33.33% vests 1/17/25; 33.33% vests 1/17/26 |
| 888 | Nil | 859.50 | 2-Jan-29 | — |
| 666 | Nil | 1,260.00 | 19-Jan-28 | — |
| 133 | Nil | 1,194.53 | 30-Mar-26 | — |
| 888 | Nil | 1,381.50 | 22-Jan-28 | — |
| 635 | 127 | 1,966.50 | 4-Jan-31 | 50% vested 1/4/24; 50% vests 1/4/25 |
| 266 | Nil | 2,176.43 | 9-Jun-25 | — |
| 4,444 | Nil | 3,109.50 | 30-Jan-30 | — |
| Nil | 1,333 | 364.50 | 5-Jul-32 | Vests upon performance triggers set by Board |
| 444 | 444 | 297.00 | 18-Jan-33 | 50% vested 1/19/24; 16.67% vests 1/19/25; 16.67% vests 1/19/26; 16.67% vests 1/19/27 |
| Nil | 2,333 | 60.00 | 5-Feb-34 | Vests over 4 years (grant in 2024) |
Note: Certain exercise prices converted from CAD at 0.7913 CAD/USD .
Employment Terms
| Term | Detail |
|---|---|
| Employment start and amendments | Agreement effective 10/25/2013; amended 8/19/2014 and 4/29/2024 |
| Base salary | $648,960 (reviewed annually) |
| Target bonus | Up to 55% of base salary, discretionary, based on annual objectives/milestones |
| Benefits | 401(k) non-elective 3% contribution; group health and life insurance; 25 days vacation; $18,000 annual automobile allowance |
| Non-compete | Subject to certain non-compete restrictions (terms not disclosed) |
| Severance (without cause or for good reason) | 12 months base salary + average bonus over last 3 years (prorated), plus 12 months health benefits continuation; accelerated vesting of unvested equity |
| Change-of-control severance (termination within -3 to +12 months of CoC) | 18 months base salary + 150% of average bonus over last 3 years (prorated), plus 12 months health benefits; accelerated vesting |
| Retention award (CoC closing) | $331,496 cash payable within 5 days of CoC closing if “Actively Employed” at closing |
| Clawback policy | Incentive compensation subject to recovery in case of restatement |
| Hedging/pledging | Prohibited: no short sales, options, hedging transactions, margin accounts, or pledges |
Board Governance and Director Service
| Attribute | Detail |
|---|---|
| Board service | Director since 2013; Chairman of the Board |
| Independence | Not independent due to executive role |
| Board leadership | CEO also serves as Chair; Lead Independent Director in place (Denis Burger) to preside over independent sessions and advise the CEO |
| Committee roles | Member of R&D Committee; attended Audit and Corporate Governance & Nominating Committee meetings as management invitee |
| Meeting attendance (2024) | Board: 11 of 11; attended 3 of 4 Audit and 4 of 4 Corporate Governance & Nominating meetings as invitee |
| Director remuneration | Executive directors receive no director compensation |
| Non-employee director fee policy (context) | $60,000 annual retainer; Lead Director +$40,000; committee chair fees $15,000 (Audit Chair $20,000); committee memberships $10,000 (+$3,500 Audit members); max annual director comp $500,000 |
Compensation Structure Analysis
- 2024 compensation mix shifted toward cash bonus and smaller option grant ($95,490 grant-date value; 2,333 options at $60), with no stock awards, vs. 2023 including stock awards ($99,000) and larger option awards ($174,691) .
- Bonus resumed in 2024 ($343,200) after no bonus in 2023, reflecting achievement against weighted clinical, finance, and corporate development objectives (50%/30%/20%) .
- At-risk pay tied to equity is currently non-monetizable due to options being underwater, aligning “realizable” pay with shareholder outcomes and reducing near-term selling pressure .
- Committee independence and use of external market data (Radford) target cash slightly above 50th percentile and long-term incentives in the 50th–75th percentile, with flexibility for retention of uniquely critical executives .
Investment Implications
- Alignment and selling pressure: Underwater options and a strict anti-hedging/pledging policy limit near-term monetization and selling pressure, suggesting reduced risk of opportunistic insider sales; realizable value from equity-based compensation is currently $0 at prevailing prices .
- Retention and CoC economics: Protection is robust—double-trigger severance of 18 months salary plus 150% average bonus with accelerated vesting and benefits continuation, plus a single-trigger cash retention award contingent on being actively employed at closing ($331,496), which could incentivize continuity through strategic transactions .
- Pay-for-performance: Bonus determinations explicitly tied to clinical/financing milestones; equity remains central but is sensitive to stock performance, aligning CEO outcomes with shareholder TSR, which has been deeply negative over 2023–2024 .
- Governance risk mitigation: Dual role (CEO + Chairman) presents independence concerns, mitigated by a Lead Independent Director and fully independent Audit, Compensation, and Corporate Governance & Nominating Committees .
- Track record and execution: 2024 achievements in AML programs and financing underpin bonus metrics but broader TSR and net loss trends underscore ongoing execution risk typical of clinical-stage biotech .