Angela Walsh
About Angela Walsh
Angela Walsh, 59, is Chief Financial Officer, Corporate Secretary, and Treasurer of Dogwood Therapeutics (DWTX), serving as the company’s principal financial and accounting officer; she became CFO on October 7, 2024 after joining Dogwood in April 2020 and advancing from VP Finance to SVP Finance . A CPA (GA, NC) with a B.S. in Accounting from Wake Forest University, Walsh’s background spans finance leadership at biopharma and industrial companies and capital markets transactions, including M&A and IPO readiness; TSR/operational performance metrics tied to her pay are not specifically disclosed in the proxy . In 2025, her base salary was increased to $321,903 effective July 1, 2025, reflecting market benchmarking .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dogwood Therapeutics | SVP Finance; previously VP Finance | 2021–2024; 2020–2021 | Oversaw company financial/accounting activities and supported capital markets transactions . |
| Celtaxsys, Inc. | VP Finance | 2016–Mar 2020 | Led finance for rare-disease biotech . |
| Vennskap, LLC | Partner | 2015–2016 | Advisory/finance role (private firm) . |
| Green Circle Bio Energy | CFO | 2014–2015 | Part of executive team that executed successful acquisition by Enviva Partners, LP . |
| Atlanco, Inc. | CFO | 2011–2014 | Led finance at tactical apparel company . |
| Altea Therapeutics, Inc. | Various finance roles (last: VP Finance) | 2006–2011 | Biotech/medical device finance leadership . |
| Russell Corporation | Various; Controller, Huffy Sports | 2003–2006 | Division controllership . |
| Arthur Andersen LLP | Auditor | (early career) | Public accounting foundation; CPA . |
External Roles
None disclosed in SEC filings (no public company directorships or committee roles reported for Walsh) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (paid) ($) | 242,351 | 239,625 |
| All Other Compensation ($) | 40,288 | 41,031 |
| Base salary rate at year-end ($) | — | 254,469 (as of Dec 31, 2024) |
- 2025 update: Base salary increased to $321,903 effective July 1, 2025 .
Performance Compensation
| Component | Target | Actual (2024) | Notes |
|---|---|---|---|
| Annual cash bonus | ≥20% of base salary (contract target) | $65,738 | Bonuses paid based on pre-set corporate goals; specific metrics/weightings not disclosed in proxy . |
| Equity awards (2024 grants) | Grant date | Award | Vesting | Comments |
|---|---|---|---|---|
| Stock options | Feb 26, 2024 | 2,545 options @ $8.925 | 100% on first anniversary | Award aligned with 10% exec salary reduction in 2024; timing disclosure provided by company . |
- Performance metric details (e.g., revenue, EBITDA, TSR percentile, ESG) and weightings for bonuses or PSUs are not disclosed in the 2025 proxy .
Equity Ownership & Alignment
- Beneficial ownership snapshots (includes options exercisable within 60 days):
- April 15, 2025: 9,752 shares/rights; includes 9,632 options exercisable within 60 days; “<1%” of outstanding .
- October 15, 2025: 10,330 shares/rights; includes 10,210 options exercisable within 60 days; “<1%” of outstanding .
| Date (Record) | Shares Beneficially Owned | Of which, options exercisable within 60 days | % of Shares Outstanding |
|---|---|---|---|
| Apr 15, 2025 | 9,752 | 9,632 | <1% |
| Oct 15, 2025 | 10,330 | 10,210 | <1% |
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Outstanding equity awards (as of Dec 31, 2024): | Grant date | Exercisable | Unexercisable | Exercise price ($) | Expiration | Vesting terms | |---|---:|---:|---:|---|---| | Dec 21, 2020 | 1,665 | — | 250.00 | Dec 21, 2030 | Vested immediately | | Jun 21, 2021 | 1,200 | — | 169.50 | Jun 21, 2031 | Not specified beyond exercisable state | | Jun 23, 2022 | 1,333 | 267 | 105.75 | Jun 23, 2032 | 1/3 at 1-yr, then monthly over 24 months | | Dec 12, 2022 | 2,133 | 1,067 | 6.9725 | Dec 12, 2032 | 1/3 at 1-yr, then monthly over 24 months | | Feb 26, 2024 | — | 2,545 | 8.925 | Feb 26, 2034 | 100% on first anniversary |
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Pledging/hedging: No share pledging disclosed for Walsh in beneficial ownership tables; company insider trading policy prohibits certain transactions (e.g., shorts, derivatives) .
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Stock ownership guidelines and compliance: Not disclosed in the 2025 proxy .
Employment Terms
- Employment agreement date/role: Agreement entered April 5, 2020 (initially VP Finance); target bonus ≥20% of base salary; reimbursed expenses, paid leave, health benefits .
- Severance: If terminated by the company without Cause or by Walsh for Good Reason, severance equals 12 months of base salary plus pro‑rated cash bonus, with restrictive covenants for a corresponding period .
- Change of control (double trigger within 6 months before to 2 years after CoC): If terminated by the company for any reason other than Cause, or by Walsh for Good Reason, cash payment equals 1x then‑current annual base salary plus 1x cash bonus for the year of termination (in lieu of standard severance) .
- Equity upon CoC: Company’s plan provides that upon a change of control, options and SARs accelerate and become exercisable; stock awards/units vest and become payable (Board may condition terms) .
- Clawback: Company has an Incentive Compensation Recoupment Policy compliant with SEC Rule 10D-1 and Nasdaq, effective for incentive compensation received on/after Sept 17, 2023; executives acknowledge and agree to be bound; no indemnification for clawed-back amounts .
- Current titles: CFO, Corporate Secretary, Treasurer; principal financial and accounting officer .
- Base salary update: Increased to $321,903 effective July 1, 2025 following peer benchmarking review .
Compensation Committee Analysis
- Committee composition/independence: Compensation Committee members—David Keefer (Chair), Abel De La Rosa, Ph.D., and Richard J. Whitley, M.D.—are independent under Nasdaq rules; committee oversees exec pay and incentive plans .
- Meeting cadence: Compensation Committee met once in 2024; Board met nine times .
- Equity plan oversight: Share reserve increased in 2025; later, Second Amended and Restated 2020 Plan expanded to 2,972,787 shares pending special meeting approval, with individual annual grant limits (500,000 employees, 200,000 directors) and change-in-control acceleration; minimum 1‑year vesting with limited inducement exception .
Risk Indicators & Red Flags
- Legal proceedings: None requiring disclosure for directors or executive officers .
- Related-party transactions: None involving Walsh; disclosure relates to services by Gendreau Consulting (CMO’s entity) .
- Hedging/shorts: Insider trading policy prohibits shorts and certain derivative transactions .
- Option repricing: Plan prohibits repricing/cash buyouts of underwater options without shareholder approval (except for capitalization adjustments) .
Investment Implications
- Alignment: Walsh’s pay is weighted toward options across multiple strike prices (from $250.00 down to $6.9725), creating long-dated equity exposure; actual 2024 cash bonus was modest ($65.7K), with 2025 base raised to market levels—suggesting stable retention plus long-term equity alignment .
- Vesting and potential supply: A 2/26/2024 grant (2,545 options @ $8.925) vests on the first anniversary, adding potential exercisable supply; in-the-money status depends on market price at exercise, which is not assessed here .
- Change-of-control economics: Double-trigger CoC protection (1x salary + 1x bonus) plus plan-level equity acceleration offers retention through strategic transitions without excessive severance multiples .
- Governance: Independent compensation committee with clawback adoption reduces governance risk and supports pay-for-performance standards .