Richard Whitley
About Richard J. Whitley, M.D.
Distinguished professor and infectious diseases leader serving as an independent director of Dogwood Therapeutics, Inc. since December 2020. He is the Loeb Scholar Chair in Pediatrics and Professor of Pediatrics, Microbiology, Medicine and Neurosurgery at the University of Alabama at Birmingham (UAB), with extensive roles in clinical research governance and drug discovery; previously served on Gilead Sciences’ board (2008–2021) and Scientific Advisory Board (2003–2008) . The Board has affirmatively determined he is independent under Nasdaq rules; he sits on and chairs key governance committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Alabama at Birmingham (UAB) | Distinguished Professor; Loeb Scholar Chair; Professor of Pediatrics, Microbiology, Medicine, Neurosurgery; Co-Director, Pediatric Infectious Diseases; Vice-Chair, Pediatrics; Senior Scientist, Gene Therapy; Director, Drug Discovery and Development; Senior Leader, Comprehensive Cancer Center; Associate Director for Clinical Studies, Center for AIDS Research; Co-Founder/Co-Director, Alabama Drug Discovery Alliance | Various (current) | Leads NIH/NIAID clinical study networks and drug discovery programs |
| National Institute of Allergy and Infectious Diseases (NIAID) | Responsible for Collaborative Antiviral Study Group; Chaired Recombinant DNA Advisory Council; Chaired HIV Vaccine Data Safety and Management Board | Various | National leadership in trial oversight and antiviral research |
| NIH | Chaired COVID Vaccine Data Safety and Management Board | 2020–2021 | Oversight of vaccine safety monitoring |
| Infectious Diseases Society of America (IDSA) | President; Alexander Fleming Award recipient | Various | Professional society leadership and recognition |
| International Society of Antiviral Research | President | Various | Governance within antiviral research community |
| Gilead Sciences, Inc. | Director; Scientific Advisory Board member | Director 2008–2021; SAB 2003–2008 | Board and scientific advisory oversight at a public biopharma company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UAB (multiple centers) | Governance and research leadership across pediatrics, gene therapy, cancer center, AIDS research | Various | Drug discovery oversight; clinical studies leadership |
| Professional/Scientific Bodies | President (IDSA); President (ISAR) | Various | Sector-wide governance experience |
Board Governance
- Committee memberships and roles:
- Compensation Committee member; Chair is David Keefer .
- Nominating & Corporate Governance Committee member and Chair .
- Not an Audit Committee member .
- Independence: Board determined Richard Whitley is independent under Nasdaq and SEC rules .
- Attendance and engagement: Each director attended at least 75% of Board and committee meetings in 2024; Board held nine meetings; Audit five; Compensation one; Nominating one .
- Executive sessions: Board meets periodically, and at least annually, in executive session without management; Board may introduce a Lead Independent Director role in future .
Fixed Compensation
- Director program terms (2024):
- Non-employee director cash retainer: $8,458 (Q1), $7,875 (Q2), $7,875 (Q3), $9,091 (Q4) .
- Committee chair annual cash: Audit $14,500; Compensation $9,667; Nominating $7,733 .
- Committee member annual cash: Audit $7,250; Compensation $4,833; Nominating $3,867 .
- Richard Whitley 2024 fees:
- Fees earned/paid in cash: $45,668 .
Performance Compensation
- Option awards (non-employee director):
- 6/15/2023: Option to purchase 210 shares; vested in full on first anniversary .
- 2/26/2024: Option to purchase 160 shares; vested in full on first anniversary; grant date fair value $1,128 .
- Outstanding options (as of 12/31/2024): 895 shares (director-level tally) .
Other Directorships & Interlocks
| Company | Role | Public/Private | Tenure | Interlocks/Notes |
|---|---|---|---|---|
| Gilead Sciences, Inc. | Director | Public | 2008–2021 | Also served on Scientific Advisory Board (2003–2008) |
- Compensation Committee interlocks: None; committee members were not Company executives, and no executive officer served on other companies’ boards/comp committees creating an interlock .
Expertise & Qualifications
- Deep infectious diseases and antiviral research leadership; oversees multi-institution clinical trials and drug discovery programs; multiple senior academic and research roles at UAB .
- Governance experience on major public company board (Gilead Sciences) and scientific advisory boards .
- Recognitions include IDSA’s Alexander Fleming Award; elected to leading physician-scientist societies .
Equity Ownership
| Metric | Apr 15, 2025 | Oct 15, 2025 |
|---|---|---|
| Shares Beneficially Owned (incl. exercisable options within 60 days) | 923 | 923 |
| % of Shares Outstanding | * (<1%) | * (<1%) |
| Options included in beneficial ownership | 895 | 895 |
Governance Assessment
- Strengths: Independent status; chairs Nominating and serves on Compensation, providing direct oversight of governance and pay; meets attendance expectations; Board uses executive sessions .
- Alignment: Holds 923 shares including 895 options (beneficial ownership <1%); equity grants vest over one year; no repricing without shareholder approval under plan design .
- Conflicts/related party exposure: No related-party transactions involving Dr. Whitley disclosed; Audit Committee reviews related-person transactions; Board reviews and oversees conflicts .
- Board environment context: Post-conversion, CK Life Sciences affiliates (Sealbond/Conjoint) expected to hold ~73.4% and ~9.6% respectively, indicating majority control; independent leadership on Nominating (Whitley) is a key counterbalance to maintain governance quality .
- RED FLAGS: None disclosed for Whitley (no legal proceedings; no related-party transactions; no hedging/derivative trades policy violations reported). Note that limited personal ownership may signal modest “skin-in-the-game,” though director pay structure relies primarily on cash retainers and small option grants .