William McKee
About William T. McKee
Independent director of Assertio Holdings, Inc. since 2017, age 63. McKee is CEO of MBJC Associates, LLC, a consulting firm to pharma/biotech; formerly CFO at Barr Pharmaceuticals (later a Teva subsidiary), COO/CFO at EKR Therapeutics, and CFO at C4 Therapeutics. He holds a B.B.A. from the University of Notre Dame, is NACD Directorship Certified, and holds NACD’s CERT Certificate in Cyber-Risk Oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MBJC Associates, LLC | Chief Executive Officer | Feb 2010 – Present | Advises pharma/biotech companies |
| C4 Therapeutics, Inc. | Chief Financial Officer | Jul 2020 – Jun 2021 | Led finance for public biopharma |
| EKR Therapeutics, Inc. | Chief Operating Officer & Chief Financial Officer | Jul 2010 – Jun 2012 | Oversaw operations and finance; company sold to Cornerstone Therapeutics in 2012 |
| Barr Pharmaceuticals, Inc. / Teva subsidiary | EVP, Chief Financial Officer & Treasurer | 1995 – Mar 2010 (various roles; CFO pre/post Teva acquisition) | Led finance; continued as CFO/Treasurer after Dec 2008 acquisition by Teva |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aileron Therapeutics, Inc. (public) | Director; Audit Committee Chair | Jun 2019 – Oct 2023 | Led audit oversight at public biopharma |
| Agile Therapeutics, Inc. (public) | Director; Audit & Compensation Committees | 2014 – Jun 2020 | Oversight of audit and pay |
| Vinci Therapeutics (private) | Director | Jun 2020 – Jun 2023 | Board member at private biotech |
| Cobro Ventures (private investment firm) | Venture Partner | Ongoing | Board member of portfolio company NextRNA Therapeutics |
| NextRNA Therapeutics (private) | Board Member | Ongoing | Portfolio company board service |
| MedRhythms, Inc. (private) | Board Member | Ongoing | Board member at private company |
Board Governance
- Independence: The Board determined McKee is independent under Nasdaq rules; he also meets heightened independence standards for audit and compensation committees .
- Committee assignments and chair roles:
- Nominating & Corporate Governance Committee: Chair
- Audit Committee: Member; designated Audit Committee Financial Expert
- Compensation Committee: Member
- Attendance: In 2024 the Board met 9 times; Audit 5, Compensation 5, Nominating & Corporate Governance 6. Each director serving in 2024 (other than Dr. Vacirca) attended at least 75% of Board and applicable committee meetings; all then-current directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Chair (Heather Mason); CEO and Chair roles are separated, enhancing Board independence .
Fixed Compensation
| Component | Amount/Policy | 2024 Actual for McKee |
|---|---|---|
| Annual Board cash retainer | $55,000 | $98,959 total cash fees (includes base, committee chair/member retainers) |
| Committee Chair retainers | Audit $25,000; Compensation $20,000; Nominating & Corporate Governance $15,000 | Included in cash total (McKee chairs Nominating & Corporate Governance) |
| Committee member retainers | Audit $12,500; Compensation $10,000; Nominating & Corporate Governance $6,000 | Included in cash total (McKee is member of Audit and Compensation) |
Performance Compensation
| Equity Component | 2024 Grant Policy/Terms | 2024 Grant Value for McKee | Vesting |
|---|---|---|---|
| Annual RSU award | RSUs valued at $107,500 at 2024 Annual Meeting; share count uses $2/share floor | $54,288 grant-date fair value reported | Vests on earlier of 1-year from grant or next annual meeting ≥50 weeks later |
| Annual Stock Option award | Options valued at $107,500 at 2024 Annual Meeting; peer-average Black-Scholes factor to minimize dilution | $72,745 grant-date fair value reported | Same vesting timing as RSUs |
Outstanding director equity (as of Dec 31, 2024):
| Instrument | Count |
|---|---|
| Stock Options outstanding | 92,363 |
| Restricted Stock Units outstanding | 249,002 |
Compensation governance:
- Clawback: Company clawback policy compliant with Nasdaq Rule 10D-1; Board may additionally recoup awards for misconduct beyond restatements .
- Consultant independence: Compensation Committee’s advisor Pearl Meyer determined independent; program reviewed for risk—no material risk identified .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| Aileron Therapeutics, Inc. | Public | Director | Audit Chair |
| Agile Therapeutics, Inc. | Public | Director | Audit & Compensation |
- No Assertio disclosure of shared directorships with Assertio competitors, suppliers, or customers creating interlocks for McKee .
Expertise & Qualifications
- Corporate management and operations; financial management; M&A; corporate strategy; extensive Board and committee experience .
- Designations: NACD Directorship Certified; NACD CERT in Cyber-Risk Oversight .
Equity Ownership
| Holder | Shares Owned (Direct/Indirect) | Convertible Securities Exercisable Within 60 Days | % of Outstanding | Notes |
|---|---|---|---|---|
| William T. McKee | 43,528 | 206,390 (includes 11,138 options currently exercisable and 195,252 RSUs deferred until retirement) | * | No shares subject to pledge unless otherwise noted; Company prohibits hedging and pledging |
- Director stock ownership guidelines: 3x annual Board cash retainer; 5-year compliance window; as of Dec 31, 2024 all non-employee directors were on track/in compliance with achieving guidelines within the timeframe .
Governance Assessment
- Board effectiveness: McKee’s finance-operator background and prior audit chair roles strengthen Assertio’s audit oversight; his designation as an Audit Committee Financial Expert and chairing Nominating & Corporate Governance enhance governance rigor and succession planning .
- Independence and conflicts: Affirmed independent; no related-party transactions requiring disclosure involving McKee; Company maintains formal related-person transaction policy overseen by Audit Committee .
- Attendance and engagement: ≥75% meeting attendance and annual meeting participation signal engagement; committee workloads across Audit, Compensation, and Nominating underscore active oversight .
- Incentives and alignment: Balanced cash/equity director pay with vesting linked to annual meeting cadence; stock ownership guidelines and anti-hedging/pledging policies support alignment with shareholders .
- RED FLAGS: None disclosed for McKee (no hedging/pledging, no related-party transactions, independence intact). The proxy notes stockholder derivative lawsuits involving “certain” directors—referenced in the 10-K; no specific attribution to McKee in the proxy .