William Wexler
About William Wexler
William Wexler, 65, has served as an independent director of Ernexa Therapeutics (ERNA) since June 2022. He chairs both the Audit Committee and the Compensation Committee, serves on Nominating & Corporate Governance, and is designated the board’s “audit committee financial expert,” reflecting a career in restructuring, finance, and investment banking; he holds a B.A. in Political Science from Johns Hopkins University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WEXLER Consulting LLC | Managing Member | Since 2012 | Led numerous turnaround/board assignments; senior responsibility mandates |
| Upstate New York Power Products, Inc. | Chairman, interim CEO/CEO, Sole Director, Stockholder Representative | 2012–2019 | Oversight of power-plant holding company across upstate NY |
| VMR Electronics, LLC | Chief Restructuring Officer | 2012–2013 | Turnaround leadership in cable assemblies |
| BBK, Ltd. | Managing Director; National Finance Practice Lead | 2006–2011 | Turn-around advisory leadership |
| Huron Consulting Group, LLC | Group Managing Director, Corporate Restructuring | 2002–2005 | Restructuring leadership |
| Berenson Minella & Co. | Managing Director | 2000–2002 | Investment banking |
| BNP Paribas | Senior Director; founded Paribas Properties; led U.S. asset workout group | 1986–2000 | Special situations/asset workouts and real estate investing |
| Jones Lang Wootton (now JLL) | Commercial lease brokerage, asset management, investment sales | 1981–1986 | Early career in real estate/services |
External Roles
| Organization | Role | Status |
|---|---|---|
| WEXLER Consulting LLC | Managing Member | Since 2012 (active) |
No other current public company directorships are disclosed for Mr. Wexler in ERNA’s 2025 proxy .
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Chair; designated “audit committee financial expert” .
- Compensation Committee: Chair .
- Nominating & Corporate Governance Committee: Member .
- Independence: Board determined all current non-employee directors (including Wexler) are independent under Nasdaq/SEC rules; CEO Luther is not independent .
- Attendance and engagement in 2024:
- Board meetings: 13; Audit: 4; Compensation: 1; Nominating & Governance: 1; each director attended at least 75% of aggregate board+committee meetings on which they served .
- Board leadership: Chair of the Board is James Bristol; CEO and Chair roles separated .
Fixed Compensation
2024 actual compensation received by Mr. Wexler as a director:
| Director | 2024 Cash Fees ($) | 2024 Option Awards ($) | Total ($) |
|---|---|---|---|
| William Wexler | $0 | $0 | $0 |
Current non-employee director compensation program (company states it has not compensated non-employee directors under this program since Aug 2022; if/when restarted, elements may differ):
| Compensation Element | Amount |
|---|---|
| Annual Board Member Retainer | $40,000 (cash or options; options vest quarterly over one year) |
| Board Chair Retainer | $70,000 (cash or options; options vest quarterly over one year) |
| Committee Member Retainers | Audit: $7,500; Compensation: $5,000; Nominating/Gov: $4,000 (cash or options; options vest quarterly over one year) |
| Committee Chair Retainers | Audit Chair: $15,000; Compensation Chair: $10,000; Nominating/Gov Chair: $8,000 (cash or options; options vest quarterly over one year) |
| New Director Equity Award | Option for 8,290 shares; 1/3 on 1st anniversary, remainder monthly over 24 months |
| Program status | Company has not compensated non-employee directors under this program since Aug 2022 |
Performance Compensation
| Performance Metrics in Director Compensation | Disclosure |
|---|---|
| Performance- or metrics-based pay for non-employee directors | Not disclosed; the program comprises retainers and equity grants (when active) rather than performance-tied metrics |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Mr. Wexler in the director biography |
| Prior public company boards | Not disclosed in ERNA proxy (Mr. Wexler’s bio highlights consulting/turnaround roles, investment banking, and restructuring) |
| Related-party transactions (director-specific) | The related-party transactions section lists agreements/transactions (Factor Bioscience, Exacis, financings) and does not identify Mr. Wexler as a related party in any transaction |
Expertise & Qualifications
- Audit and finance expertise; designated “audit committee financial expert” under Item 407 of Regulation S-K .
- Extensive turnaround and restructuring leadership (CRO, Managing Director roles) across >150 projects; investment banking and asset workout background .
- Governance experience via chairing both Audit and Compensation Committees at ERNA .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Composition | Notes |
|---|---|---|---|---|
| William Wexler | 15,895 | <1% | Shares counted represent options exercisable within 60 days (per footnote (7)) | Beneficial ownership based on 62,178,945 shares outstanding as of Apr 14, 2025 |
| Pledging/Hedging | — | — | No pledging disclosure for Mr. Wexler in proxy ownership table; company insider trading policy prohibits hedging by directors | |
| Director ownership guidelines | Not disclosed for directors in the 2025 proxy |
Governance Assessment
- Strengths
- Independent director with dual committee chair roles (Audit and Compensation), indicating board confidence in his governance and oversight capabilities .
- Identified as “audit committee financial expert,” supporting robust financial-reporting oversight for a pre-commercial biotech .
- Attendance: board reports all directors achieved at least 75% attendance across 2024 board and committee meetings, indicating engagement .
- No related-party transactions involving Mr. Wexler disclosed, reducing conflict-of-interest risk .
- Watch items / potential red flags
- Concentration of committee power: chairing both Audit and Compensation can increase workload and reduce segregation of oversight, a governance-structure risk in small-cap contexts; ongoing evaluation of committee leadership balance is advisable .
- Ownership alignment appears modest (<1% beneficial ownership counting only near-term exercisable options), which may signal lower “skin in the game” relative to many small-cap norms; though ERNA’s program has paused director compensation since Aug 2022 (limiting equity refresh) .
- Company-level capital structure stress (reverse split proposal; need to regain Nasdaq compliance; large SPA issuance) heightens the importance of independent audit/compensation oversight; not specific to Wexler but increases governance risk context for the board .
Additional context: Board leadership is separated (independent Chair James Bristol), independent directors meet in executive sessions, and the board has adopted governance guidelines and a code of ethics; board independence standards are met with Wexler classified as independent .