Edward Williams
About Edward Williams
Edward Williams (age 69) is an independent Class III director of BioAtla, Inc. (BCAB) who has served on the Board since December 2021; he sits on the Audit Committee. He brings over four decades of commercial leadership across large biopharma companies and advisory roles; he holds a B.S. in biology and chemistry from Marshall University and executive leadership certifications from Harvard Business School and Wharton. The Board has determined he is independent under Nasdaq rules, and each audit committee member is financially literate (audit chair is Dr. Mary Ann Gray) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascendis Pharma | Special Advisor to CEO; Interim US Chief Commercial Officer | Special Advisor: Mar 2020–Sep 2022; Interim US CCO: Aug 2020–May 2021 | Prepared for first commercial launch |
| Novo Nordisk Inc. | SVP, Biopharmaceuticals | 2006–2017 | Grew biotech revenue across orphan drugs/devices; recognized as Global General Manager of the Year; served on global strategy, commercial, marketing, management, BD boards |
| Novartis Pharmaceuticals Corp. | VP of Sales, Respiratory & Dermatology BU | 2003–2006 | Led US sales organization in therapeutic areas |
| The Upjohn Company (Pharmacia, now Pfizer) | Marketing & Sales roles → Regional VP (NE), National VP of acquired Searle Sales Force | 1980–2003 (regional VP 2001–2003) | Senior commercial leadership progression |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BiomX, Inc. | Director | Since Oct 2023 | Not disclosed |
| Boone Memorial Health | Director | Since Oct 2023 | Not disclosed |
| Innovative Hematology, Inc. | Director | Since Jan 2024 | Not disclosed |
| Biotechnology Innovation Organization (BIO) | Director (board service) | Not disclosed | Industry advocacy role |
| Additional advisory/board involvement | Various | Not disclosed | Served on BIO’s board; extensive biopharma leadership |
Board Governance
- Committee assignments: Audit Committee member; the audit committee oversees auditor independence, financial reporting, internal controls, complaint procedures, and related-person transactions; all members are independent; Dr. Gray is the audit committee financial expert .
- Independence: Board determined all directors except CEO Dr. Short and Scott Smith are independent; all audit, compensation, and nominating committee members are independent .
- Leadership structure: CEO serves as Chair; Dr. Lawrence Steinman is Lead Independent Director and presides over executive sessions of independent directors .
- Attendance and meetings: In 2024, the Board met 4 times; the audit, compensation, and nominating committees met 8, 4, and 4 times, respectively; each director attended at least 75% of applicable meetings. All directors virtually attended the 2024 annual meeting .
| Governance Item | 2024 | Notes |
|---|---|---|
| Board meetings (#) | 4 | 75%+ attendance for each director |
| Audit Committee meetings (#) | 8 | Financial oversight; related-party review |
| Compensation Committee meetings (#) | 4 | Independent consultant (Aon); no conflicts |
| Nominating & Governance meetings (#) | 4 | Independence/ESG oversight |
| Lead Independent Director | Yes | Executive sessions led by Dr. Steinman |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 35,626 | Includes board/committee retainers per policy |
| Total Cash ($) | 35,626 | |
| Director Compensation Policy (June 2024) | Policy Amounts | Annual board retainer $40,000; LID retainer $25,000; Audit member $7,500; Audit chair $15,000; Comp member $5,000; Comp chair $10,000; Nominating member $4,000; Nominating chair $8,000 |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (annual grant) | Jun 13, 2024 | 16,500 | 25,905 | Vest on earlier of 1-year anniversary or day before next annual meeting, subject to continued service |
No director performance metrics (e.g., TSR, revenue, ESG) tied to director compensation were disclosed; director equity grants are time-based RSUs .
Other Directorships & Interlocks
| Company | Public/Private | Potential Interlock/Conflict Context |
|---|---|---|
| BiomX, Inc. | Not stated | None disclosed with BCAB |
| Boone Memorial Health | Not stated | None disclosed |
| Innovative Hematology, Inc. | Not stated | None disclosed |
| BIO | Non-profit | Industry advocacy; no related transactions disclosed |
Expertise & Qualifications
- Deep commercial and general management leadership in global biopharma (Novo Nordisk SVP; Novartis VP), advisory and launch-preparation experience at Ascendis Pharma; decades of sales/marketing roles at Upjohn/Pharmacia .
- Academic credentials: B.S. in biology and chemistry (Marshall University) and executive leadership certifications (Harvard Business School; Wharton) .
- Financial literacy suitable for audit committee service; audit committee includes a designated financial expert (Dr. Gray) .
Equity Ownership
| Ownership Item | As of | Amount/Status |
|---|---|---|
| Shares beneficially owned (#) | Apr 21, 2025 | 131,700; less than 1% of outstanding shares |
| RSUs vesting within 60 days (#) | Apr 21, 2025 | 16,500 included in beneficial ownership calculation |
| Stock options outstanding | Dec 31, 2024 | 0; none for non-employee directors |
| Director ownership guideline | Dec 31, 2024 | 3x annual cash retainer; met by all non-employee directors |
| Hedging/pledging | Policy | Prohibited by Insider Trading Policy |
Say-on-Pay & Shareholder Feedback
| Item | 2024 Vote Results | 2025 Vote Results |
|---|---|---|
| Meeting quorum | 71.75% of outstanding shares present | ~52% of outstanding shares present |
| Say-on-Pay For | 17,643,438 | 8,958,247 |
| Say-on-Pay Against | 5,121,016 | 4,485,927 |
| Say-on-Pay Abstain | 153,387 | 365,538 |
| Broker non-votes | 11,596,091 | 16,548,759 |
Related Party Transactions (Conflict Review)
- Company disclosed related-party arrangements with Himalaya Therapeutics SEZC (CEO Dr. Short and spouse are directors/officer) involving clinical services and a global transaction agreement tied to a Context Therapeutics license; BioAtla recognized $2.2 million R&D expense in 2024. No transactions involving Edward Williams were disclosed .
- Audit Committee oversees related-person transactions under policy; no Williams-related transactions identified .
Compensation Structure Analysis (Director)
- Mix: 2024 compensation for Williams was primarily cash retainer and committee fees ($35,626) plus time-based RSUs ($25,905) that vest by next annual meeting; equity grants are standardized across non-employee directors (16,500 RSUs) .
- Policy update: Non-employee director compensation policy amended/restated in June 2024 specifies board and committee retainers; no meeting fees are disclosed; equity awards under the 2020 Plan subject to Compensation Committee/Board approval .
- Consultant independence: Aon engaged by Compensation Committee; no conflicts reported for 2024 .
Governance Assessment
-
Strengths for investor confidence:
- Independence and audit committee service; financially literate; audit committee led by a financial expert .
- Attendance: met 75%+ threshold; directors attended prior annual meeting, indicating engagement .
- Ownership alignment: directors met stock ownership guidelines; hedging/pledging prohibited .
- Uniform, time-based equity grants for directors; no performance metric gaming risk; clawback policy applies to incentive compensation at the company level .
-
Monitoring items:
- Combined CEO/Chair structure persists, mitigated by a designated Lead Independent Director and regular executive sessions; continue to monitor board independence and oversight effectiveness .
- Related party transactions involve CEO-affiliated entity (Himalaya); audit committee oversight disclosed; no Williams involvement, but structural RPT exposure merits ongoing review .
-
Shareholder sentiment:
- Say-on-Pay approved in 2024 and 2025, with significant broker non-votes typical of virtual meetings; results do not indicate a director-specific governance issue related to Williams .