William K. Heiden
Atara BiotherapeuticsAbout William K. Heiden
William K. Heiden, 65, has served as an independent director of Atara Biotherapeutics since November 2015. He is the former President & CEO of AMAG Pharmaceuticals (2012–2020) and previously held CEO roles at GTC Biotherapeutics and Elixir Pharmaceuticals, with earlier senior leadership at Praecis Pharmaceuticals and Schering‑Plough across the U.S., Europe, and Canada. Heiden holds an MBA from Cornell University, an M.I.M. from the University of Louvain, and a B.A. from the University of Florida . The Board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMAG Pharmaceuticals, Inc. | President & CEO; Director | May 2012 – Apr 2020 | Led a public pharma through strategic initiatives; company later acquired by Covis |
| GTC Biotherapeutics, Inc. | President & CEO | Jun 2010 – May 2012 | Executive leadership at biotherapeutics firm (now part of LFB, S.A.) |
| Elixir Pharmaceuticals, Inc. | President & CEO | Sep 2004 – Dec 2008 | Ran biotech operations and strategy |
| Praecis Pharmaceuticals Incorporated | President & COO | 2002 – 2004 | Operational leadership; company later acquired by GSK |
| Schering‑Plough Corporation | Various increasing-responsibility roles | 1987 – 2002 | Managed businesses in U.S., Europe, Canada |
External Roles
| Organization | Role | Start Date | Committees/Notes |
|---|---|---|---|
| MacroGenics, Inc. | Director | May 2022 | Current public company directorship |
Board Governance
- Independence: Independent director; Board majority is independent excluding Chair Pascal Touchon and CEO AnhCo Nguyen .
- Committees: Audit Committee member; Chair of the Human Capital Committee; member of the ad hoc Transactions Committee .
- Audit oversight: Co‑signatory of the Audit Committee’s report recommending inclusion of FY2024 audited financials in the 10‑K .
- Attendance: Board met 7 times in 2024; all directors attended at least 75% of Board and committee meetings; non‑employee directors held 8 executive sessions in 2024 .
- Board leadership: Chair (Touchon) and Lead Independent Director (Gallagher) structure; lead independent director presides over independent sessions .
Fixed Compensation
| Component | 2024 Policy Amounts | Heiden 2024 Actual |
|---|---|---|
| Annual Board Retainer (non‑chair/non‑lead) | $45,000 cash, paid quarterly | $66,662 cash fees earned (includes committee retainers; pro‑rations) |
| Committee Chair Retainer | Audit: $20,000; Human Capital: $15,000; Nominating: $10,000 | Chair, Human Capital Committee (eligible for $15,000) |
| Committee Member Retainer (non‑chair) | Audit: $10,000; Human Capital: $7,500; Nominating: $5,000; R&D: $5,000 | Audit Committee member (eligible for $10,000) |
| Meeting Fees | None disclosed | None disclosed |
| Expense Reimbursement | Reasonable travel/lodging reimbursement | Policy in place |
Performance Compensation
| Equity Award | Grant Date | Structure | Grant Value | Vesting |
|---|---|---|---|---|
| Annual non‑employee director grant (policy) | Annual meeting | 1:1 mix of stock options and RSUs totaling $300,000 grant date fair value | N/A (policy baseline) | Vests in full at next annual meeting |
| Special RSU grant (2024 suspension) | Mar 2024 | Policy suspended; RSU‑only grant to each then‑serving director | 150,000 RSUs to each director | Vests in full at 2025 annual meeting |
| Heiden 2024 stock awards (reported) | 2024 | RSUs (aggregate) | $104,100 reported fair value (ASC 718) | As per grant; director RSUs vest at next annual meeting |
| RSUs outstanding (as of 12/31/2024) | 2024 year‑end | Unvested RSUs held | 6,000 RSUs for Heiden | Per RSU grant schedule |
Notes:
- Equity awards for directors vest upon change in control (options vest immediately) .
- Grant valuations use ASC 718 methodology; values reflect grant date closing price; do not represent realized value .
Other Directorships & Interlocks
- Public boards: MacroGenics, Inc. (Director since May 2022) .
- Compensation peer group: MacroGenics appears in Atara’s 18‑company 2024 compensation peer set used by the Human Capital Committee with Pearl Meyer; Heiden chairs the Human Capital Committee, which sets executive and director pay .
- Potential interlock consideration: Inclusion of MacroGenics in the peer group while Heiden serves on MacroGenics’ board could present perceived benchmarking bias risk, mitigated by use of an independent consultant and committee independence assertions .
Expertise & Qualifications
- Core skills: Public company governance, executive leadership, financial/accounting, M&A/transactions per Board skills matrix; Board tenure since 2015 .
- Education: MBA (Cornell University), M.I.M. (University of Louvain), B.A. (University of Florida) .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Outstanding | Direct Shares | Options Exercisable ≤60 Days | RSUs Outstanding |
|---|---|---|---|---|---|
| William K. Heiden | 15,200 shares | <1% (asterisk) | 8,360 shares | 6,840 options | 6,000 RSUs (as of 12/31/2024) |
- Guidelines: Stock ownership guidelines require non‑employee directors to hold stock equal to 3x (role guideline); compliance assessed annually, with measurement including 70% of fair value for unvested RSUs and 70% of intrinsic value for vested options; all current vested options are underwater per methodology .
- Hedging/pledging: Insider Trading Policy prohibits short sales, options/hedging, margin accounts, and pledging by directors .
Governance Assessment
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Strengths:
- Independent status with long biotech operating experience; chairs Human Capital Committee and serves on Audit, contributing to pay discipline and financial oversight .
- Documented committee processes, independent compensation consultant (Pearl Meyer), clawback policy for Section 16 officers, anti‑hedging/pledging, and stock ownership guidelines, supporting alignment and risk control .
- Board engagement: At least 75% meeting attendance in 2024; eight executive sessions among non‑employee directors .
- Investor support: Say‑on‑Pay ~90% approval in 2024, signaling confidence in compensation philosophy and practices; Board recommends annual say‑on‑pay frequency .
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Watch items / RED FLAGS:
- Peer group interlock: Heiden chairs Human Capital while serving on MacroGenics’ board; MacroGenics is within Atara’s compensation peer group, which may raise optics of potential benchmarking bias despite consultant independence and committee controls .
- Equity grant structure shift: 2024 suspension of standard director grant in favor of a large RSU‑only award to each director vesting at the 2025 meeting changes risk/return mix and could be viewed as increasing guaranteed equity versus at‑risk options; investors should monitor dilution and alignment implications .
- Ownership alignment: Beneficial ownership remains <1%, with some options underwater; adherence to 3x director ownership guideline assessed by end‑2025, but individual compliance status not disclosed .
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Related‑party exposure:
- No related‑party transactions disclosed involving Heiden; indemnification agreements standard for directors .
- 2024 financing and appointment of Gregory Ciongoli linked to Adiumentum Capital; not directly related to Heiden .
Overall, Heiden brings seasoned operating expertise and active committee leadership. The interlock with MacroGenics within Atara’s pay peer group and the 2024 director equity grant shift merit continued monitoring for compensation discipline and shareholder alignment .