Douglas Williams
About Douglas Williams
Douglas Williams, Ph.D. (age 67) is the independent Chair of the Board at Climb Bio (CLYM), serving since November 2024. He holds a Ph.D. from the State University of New York at Buffalo, Roswell Park Division, and completed a postdoctoral fellowship at Indiana University School of Medicine. He is deemed independent under Nasdaq rules, with exceptions at CLYM only for the CEO (Aoife Brennan), Andrew Levin, and Stephen Thomas. As Board Chair, he leads governance oversight separate from management.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sana Biotechnology, Inc. | President, Research & Development | Apr 2023 – Apr 2024 | Led R&D strategy execution |
| Codiak BioSciences, Inc. | Founding President & CEO; Director | Sept 2015 – Apr 2023 | Built exosome therapeutics platform |
| Biogen Inc. | EVP, Research & Development | 2011 – 2015 | Advanced rare disease programs |
| ZymoGenetics, Inc. | Chief Executive Officer | Prior to Biogen | Led acquisition by Bristol Myers Squibb Company |
| Seattle Genetics | CSO & EVP, Research & Development | Prior roles | Company noted as acquired by Pfizer in 2023 per proxy |
| Amgen Inc. | SVP & Washington Site Leader | Prior roles | Site leadership |
| Immunex | EVP & CTO; Director | Prior roles | Company noted as acquired by Amgen Inc. in 2021 per proxy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AC Immune SA | Chair of the Board | Current | Oversight of neurodegenerative drug development |
| Camp4 Therapeutics Corp. | Director | Current | Private biotech governance |
| Various private biotechnology companies | Board member | Prior/current | Portfolio board service |
Board Governance
- Board leadership: Chair of the Board; CEO role separated (Aoife Brennan), supporting independent oversight.
- Independence: Williams is independent under Nasdaq rules; independent directors meet at least twice annually in executive session.
- Committee assignments:
- Compensation Committee member; served as Chair from Nov 2024 to Mar 2025 (now chaired by Bo Cumbo).
- Nominating & Corporate Governance Committee Chair.
- Not an audit committee member. Audit committee is chaired by Kim Drapkin.
- Attendance: The board met five times in 2024; each director then in office attended ≥75% of board and applicable committee meetings.
- Committee activity (2024): Audit (5 meetings), Compensation (3 meetings), Nominating & Corporate Governance (1 meeting).
Fixed Compensation
| Item | Amount | Period/Effective Date | Notes |
|---|---|---|---|
| Fees Earned (Cash) | $11,631 | FY 2024 | Partial-year service beginning Nov 2024 |
| 2024 Board Retainer (policy) | $35,000 | 2024 | Annual cash retainer for non-employee directors |
| 2024 Chair of Board Incremental Retainer (policy) | $30,000 | 2024 | Added to Board retainer for Chair |
| 2024 Committee Retainers (Member/Chair) | Audit: $7,500/$7,500; Compensation: $5,000/$5,000; Nominating & Gov: $4,000/$4,000 | 2024 | Paid quarterly, pro-rated |
| 2025 Board Retainer (policy) | $40,000 | Effective Mar 23, 2025 | Non-employee director annual cash retainer |
| 2025 Chair of Board Incremental Retainer (policy) | $30,000 | Effective Mar 23, 2025 | Added to Board retainer for Chair |
| 2025 Committee Retainers (Member/Chair) | Audit: $7,500/$7,500; Compensation: $5,000/$5,000; Nominating & Gov: $5,000/$5,000 | Effective Mar 23, 2025 | Paid quarterly, pro-rated |
Performance Compensation
| Equity Award | Shares / Fair Value | Exercise Price | Vesting / Expiration | Terms |
|---|---|---|---|---|
| 2024 Director Option Awards (grant-date fair value) | $86,758 | Not disclosed | Director options per policy; 10-year term typical | Aggregate fair value per 2024 Director Compensation table |
| Outstanding Director Options (balance) | 26,291 shares (as of 12/31/2024) | Not disclosed | As granted under director policy | Inventory disclosed for outstanding awards |
| Special One-Time Option Award | 78,873 shares | Closing price on 3/31/2025 grant date | Vests 2.7778% monthly from 11/8/2024 over 36 months; 10-year term | Accelerates 100% upon Change in Control |
| Annual/Initial Director Option Policy (2025) | Initial: 80,000; Annual: 40,000 | Closing price on grant date | Initial vests monthly over 36 months; Annual vests in full at 1 year | Accelerates 100% upon Change in Control |
- Anti-hedging/derivatives prohibitions: Directors are prohibited from short sales, derivatives, and hedging transactions under the Insider Trading Policy.
- Clawback: Company-wide incentive compensation clawback policy compliant with Rule 10D-1; administered by Compensation Committee.
Other Directorships & Interlocks
| Relationship | Details | Potential Interlock / Conflict Consideration |
|---|---|---|
| RA Capital significant ownership | RA Capital affiliated entities beneficially own ~46.6% of CLYM (31,459,267 shares) | Concentrated shareholder influence; Andrew Levin affiliated with RA Capital; governance processes (committee independence) mitigate risk |
| Stephen Thomas agreements | Consulting agreement, RSUs with time-based and performance milestones; services agreements with RA Capital-controlled entities (Sera Services; Blackbird) | Related-party exposure managed via audit committee oversight; not tied to Williams |
Expertise & Qualifications
- Deep R&D leadership across large-cap and emerging biopharma; prior CEO experience and M&A execution (e.g., leading ZymoGenetics acquisition by BMS).
- Board and executive roles spanning Biogen, Amgen/Immunex, Seattle Genetics, Codiak, and Sana; current Chair at AC Immune SA and director at Camp4 Therapeutics.
- Qualifications align with CLYM’s needs in clinical development, portfolio strategy, and governance.
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Components / Notes |
|---|---|---|---|
| Douglas Williams, Ph.D. | 16,478 | <1% | Shares issuable pursuant to stock options exercisable within 60 days of Mar 31, 2025; total shares outstanding 67,575,767 |
| Anti-pledging/hedging | Policy prohibits hedging and derivatives | — | Insider Trading Policy prohibits transactions that hedge or offset decreases in CLYM stock value |
Governance Assessment
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Strengths:
- Independent Chair with seasoned biopharma R&D and CEO experience; separation of Chair/CEO roles enhances oversight.
- Active leadership of Nominating & Corporate Governance Committee and prior chairing of Compensation Committee; independence affirmed under Nasdaq rules.
- Board and committee attendance met ≥75% threshold; structured committee activity and executive sessions support board effectiveness.
- Equity-heavy director compensation (options) aligns with shareholder outcomes; anti-hedging and clawback policies strengthen governance.
-
Watch items / RED FLAGS:
- Temporary dual role as Board Chair and Compensation Committee Chair (Nov 2024–Mar 2025) concentrates governance authority; now remediated by transition to Bo Cumbo as Chair.
- Special one-time option grant (78,873 shares) enhances alignment but exceeds standard pattern; monitor for future exceptional awards and rationale.
- Concentrated shareholder ownership by RA Capital (~46.6%) raises influence risk; continued committee independence and related-party oversight essential.
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Overall: Williams’ background and current roles suggest strong governance capabilities and strategic oversight. Monitoring is advised around compensation governance concentration periods and ensuring robust independence in the context of major shareholder influence.