William Waddill
ARROWHEAD PHARMACEUTICALSAbout William Waddill
Lead Independent Director of Arrowhead Pharmaceuticals since 2018; age 67. He chairs the Audit Committee and serves on the Compensation and Nomination Committees. Background spans 35+ years in banking/accounting and 30+ years in biotech; former CFO at Calithera Bioscience (2014–2016), OncoMed Pharmaceuticals (2007–2014), and Ilypsa (acquired by Amgen in 2007). BS in Accounting (University of Illinois Chicago) and CPA (inactive) with public accounting experience at PriceWaterhouseCoopers and Deloitte; designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calithera Bioscience | Senior Vice President & CFO | 2014–2016 | Public clinical-stage biopharma finance leadership |
| OncoMed Pharmaceuticals | Senior Vice President & CFO | 2007–2014 | Public clinical-stage biopharma finance leadership |
| Ilypsa, Inc. (acquired by Amgen in 2007) | Senior Vice President & CFO | Not disclosed | CFO through acquisition context |
| Square One Finance | Founder & Principal | Not disclosed | Financial consulting business |
| PriceWaterhouseCoopers; Deloitte (Boston) | Public accounting | Not disclosed | CPA (inactive); accounting/audit experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Protagonist Therapeutics (Nasdaq: PTGX) | Director | Not disclosed | Clinical-stage biopharma |
| Annexon Biosciences (Nasdaq: ANNX) | Director | Not disclosed | Clinical-stage biopharma |
| Turnstone Biologics (Nasdaq: TSBX) | Director | Not disclosed | Clinical-stage biopharma |
Board Governance
- Lead Independent Director role established due to combined CEO/Chair structure; independent directors meet regularly in executive sessions. Majority of Board is independent; all committee members are independent.
- Committees: Audit (Chair), Compensation (member; was Chair in FY2024), Nomination (member); Audit Committee met 4 times, Compensation 4 times, Nomination 3 times, Board met 5 times in FY2024.
- Attendance: 100% attendance at Board and applicable committee meetings in FY2024; attended 2024 Annual Meeting.
- Audit expertise: Board determined Mr. Waddill is an “audit committee financial expert.”
- Compensation governance: Committee retains independent consultant (Compensia); no interlocks in FY2024; consultant performed no other services and was deemed independent.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee directors) | $80,000 | Structure maintained since 2019 |
| Audit Committee Chair Retainer | $5,000 | Applies to chair |
| Compensation Committee Chair Retainer | $5,000 | Applies to chair |
| Non-Executive Chairman Retainer | $15,000 | Not applicable to Waddill (CEO serves as Chair) |
| William Waddill – Cash Fees Earned | $90,000 | Implies $80k base + $5k Audit Chair + $5k Compensation Chair in FY2024 |
Performance Compensation
| Equity Element | FY2024 Grant Date Fair Value | Vesting/Terms | Outstanding as of FY2024 Year-End |
|---|---|---|---|
| RSUs (Non-Employee Director Annual Grant) | $380,833 | RSUs vest one year from grant date (service-based) | 19,583 RSUs |
| Stock Options (Legacy Grants) | Not disclosed | Not disclosed | 4,593 options outstanding |
| Performance Metrics | n/a | No performance-based metrics disclosed for director equity grants | n/a |
No meeting fees disclosed; director pay comprises cash retainers plus time-based RSUs; options outstanding appear legacy and not newly granted in FY2024.
Other Directorships & Interlocks
- Current public company boards: Protagonist Therapeutics (PTGX), Annexon Biosciences (ANNX), Turnstone Biologics (TSBX).
- Compensation Committee interlocks: None during FY2024 and through Dec 2024.
Expertise & Qualifications
- Financial/audit expertise (audit committee financial expert), capital markets and public company governance; executive leadership in biotech CFO roles.
- Education and credentials: BS in Accounting; CPA (inactive); public accounting experience (PwC, Deloitte).
Equity Ownership
| Holder | Beneficial Shares | Ownership % | RSUs Outstanding | Options Outstanding |
|---|---|---|---|---|
| William Waddill | 57,111 | <1% | 19,583 | 4,593 |
- Hedging prohibited; pledging permitted up to 75% of owned and vested shares with Board approval. No pledging by Waddill disclosed.
- Stock ownership policy is disclosed for CEO/CFO; no director-specific ownership guideline disclosed.
Governance Assessment
- Strengths: Lead Independent Director status enhances counterbalance to combined CEO/Chair; 100% attendance indicates high engagement; chairs Audit and has recognized audit expertise; committees fully independent with independent compensation advisor; no compensation interlocks or Waddill-related party transactions disclosed.
- Alignment: Material annual RSU grants alongside cash retainers; additional chair retainers reflect workload and accountability; beneficial ownership and outstanding RSUs/options provide skin-in-the-game, albeit <1% ownership given share count.
- Potential risk factors to monitor: Multi-board commitments (PTGX, ANNX, TSBX) may create time/attention constraints typical in biotech; ensure continued robust lead independent oversight under combined CEO/Chair structure. No specific conflicts or related-party exposure for Waddill identified in Item 404.
RED FLAGS
- None disclosed for Waddill: no related-party transactions, no compensation committee interlocks, full attendance, independent status, and audit committee financial expert designation.