William R. Ringo, Jr.
ASSEMBLY BIOSCIENCESAbout William R. Ringo, Jr.
Assembly Biosciences’ independent Chair since February 2015; director since July 2014 via the reverse-merger acquisition of Assembly Pharmaceuticals. Age 79; prior senior leadership at Pfizer (SVP Strategy & Business Development, 2008–2010), CEO roles at Abgenix (2004–2006), and ~30 years at Eli Lilly in multiple executive posts. Education: B.S. Business Administration and MBA, University of Dayton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | SVP, Strategy & Business Development | 2008–2010 | Corporate development; capital markets experience |
| Abgenix, Inc. | President & CEO | 2004–2006 | Led through acquisition by Amgen |
| Eli Lilly & Co. | Multiple executive roles (Product Group President oncology/critical care; President internal medicine; President infectious diseases; VP U.S. pharma sales & marketing; Operating Committee member) | ~30 years | Broad operating leadership; pharma domain expertise |
| Barclays Capital | Senior Advisor | 2010–2015 | Capital markets/advisory experience |
| Sofinnova Ventures | Strategic Advisor | 2010–2015 | Life sciences investment advisory |
| Community Health Systems, Inc. | Director & Chair | 1994–2002 | Board leadership |
| Onyx Pharmaceuticals, Inc. | Director (non-executive Chair after interim CEO) | 2011–2013 (interim CEO in 2003) | Governance and leadership during transition |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Sensei Biotherapeutics, Inc. | Chairman of the Board | Public | Current role |
| Dermira, Inc. | Director | Public (then) | Acquired by Eli Lilly |
| Five Prime Therapeutics, Inc. | Director; Interim CEO (2019–2020) | Public (then) | Acquired by Amgen |
| Immune Design Corp. | Director | Public (then) | Prior public directorship |
| Mirati Therapeutics, Inc. | Director | Public (then) | Prior public directorship |
| Sangamo Biosciences, Inc. | Director | Public (then) | Prior public directorship |
| InterMune, Inc.; Inspire Pharmaceuticals, Inc.; Encysive Pharmaceuticals, Inc. | Director | Public (then) | Multiple prior public boards |
No related-party dealings disclosed for Mr. Ringo; ASMB’s only noted related-party transactions involve Gilead (a >5% holder) and its designees (not Mr. Ringo) .
Board Governance
- Independence: Board determined Mr. Ringo is independent under Nasdaq rules; he serves as independent Chair .
- Committee assignments (2024): Audit (member), Compensation (member), Nominating & Governance (Chair) .
- Attendance/engagement: Board held 6 meetings in 2024; all directors attended ≥75% of aggregate Board/committee meetings and the 2024 Annual Meeting; independent director executive sessions held 4 times .
- Board skills/tenure: Matrix highlights his finance, accounting, corporate governance, compensation, executive, operations, strategic planning, and pharma experience; Board tenure 11 years; “other public boards: 1” .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 107,500 | 107,500 |
| Meeting fees policy | No per‑meeting fees | No per‑meeting fees |
| Cash retainer schedule (Board/committees) | All NEDs $40,000; Chair $80,000; Audit Chair $20,000; Audit member $10,000; Comp Chair $15,000; Comp member $7,500; N&G or S&T Chair $10,000; N&G or S&T member $5,000 | Same schedule as 2023 |
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Option Awards ($) | 14,578 | 31,751 |
| Annual director option grant (re‑elected) | 1,666 options (vest at earlier of 1 year or next annual meeting; 10‑yr term; exercise at FMV) | 2,750 options (same vest/term/exercise approach) |
| Vesting construct | Time‑based; annual meeting/1‑year cliff | Time‑based; annual meeting/1‑year cliff |
| Option term/exercise price | 10‑year term; FMV at grant | 10‑year term; FMV at grant |
ASMB prohibits option repricing without shareholder approval under the equity plan—reducing repricing risk .
Other Directorships & Interlocks
- Current public company board: Sensei Biotherapeutics (Chair) .
- Gilead designation: Not applicable—Mr. Ringo is not a Gilead designee; Gilead’s designees are Tomas Cihlar, Ph.D., and Robert D. Cook II .
- Related party exposure: None disclosed for Mr. Ringo; related party sections focus on Gilead agreements with ASMB .
Expertise & Qualifications
- Education: B.S. and MBA (University of Dayton) .
- Domain expertise: Pharma operations and strategy; capital markets; governance; compensation .
- Board matrix: Finance, accounting, corporate governance, compensation, executive/operations, strategic planning, pharma; tenure 11 years; 1 other public board .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| William R. Ringo, Jr. | 12,536 | <1% | Includes 1,455 common shares and 11,081 options exercisable within 60 days |
- Hedging/pledging policy: Company Insider Trading Policy prohibits hedging and pledging for officers, directors, and employees .
- Stock ownership guidelines: As of May 2024, Compensation Committee determined not to adopt stock ownership guidelines (reviewed annually); company monitors executive holdings—no director‑specific guideline disclosed .
Governance Assessment
- Committee leadership: Nominating & Governance Committee chaired by Mr. Ringo; membership on Audit and Compensation supports board effectiveness and oversight continuity .
- Independence and structure: Independent Chair; majority independent board; regular executive sessions—positive investor confidence signals .
- Attendance: Strong engagement (≥75% meeting attendance; full annual meeting attendance) .
- Alignment: Mix of cash retainer and time‑vested options; plan prohibition on repricing; no per‑meeting fees reduces short‑term incentives; hedging/pledging prohibited—alignment friendly .
- RED FLAGS: None disclosed specific to Mr. Ringo. Related‑party transactions pertain to Gilead and its designees; no pledging; no legal proceedings noted; no option repricing .
Supplemental signals: Say‑on‑pay passed with ~99% support in 2024 and ~86% in 2023—indicative of favorable shareholder sentiment toward ASMB’s pay practices .