William H. Rastetter
FATE THERAPEUTICSAbout William H. Rastetter
William H. Rastetter, Ph.D., age 76, is an independent Class II director and has served as Chairman of Fate Therapeutics’ Board since December 2011 (director since November 2011). He previously served as interim CEO in 2012. Rastetter holds a Ph.D. and M.A. in chemistry from Harvard University and an S.B. in chemistry from MIT; his career includes executive leadership at Idec/Biogen Idec and scientific and corporate roles at Genentech, with co-inventorship of rituximab (the first FDA-approved monoclonal antibody for cancer) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Idec Pharmaceuticals | Chairman & CEO; co‑inventor of rituximab | 1986–2003 | Led development of rituximab; merged to form Biogen Idec |
| Biogen Idec | Executive Chairman | 2003–2005 | Post‑merger leadership |
| Venrock | Partner | 2006–Feb 2013 | Venture investing in biotech |
| Genentech | Director of Corporate Ventures; scientific roles | Pre‑1986 | R&D and venture functions |
| Receptos (Celgene subsidiary) | Co‑Founder; Chairman; Acting CEO | 2009–2015 (Chair); 2009–2010 (Acting CEO) | Guided early leadership and governance |
| Illumina | Director; Chairman | Director 1998–2016; Chairman 2005–2016 | Governance leadership |
| Grail, Inc. | Founding Director; Interim CEO; Chairman | Prior to 2021 sale to Illumina | Early‑stage leadership |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Fate Therapeutics | Chairman, Board of Directors | Dec 2011 | Independent chair; Audit Committee member |
| Neurocrine Biosciences (NBIX) | Chairman, Board of Directors; Director | Chair since May 2011; Director since Feb 2010 | Active governance; creates interlock with NBIX CFO Matthew C. Abernethy (FATE director nominee) |
| Regulus Therapeutics (RGLS) | Director | Apr 2013 | Public biotech governance |
| Daré Bioscience (DARE) | Director; Chairman | Director since Jul 2017; Chairman since Jul 2019 | Public biotech governance |
| Illumina Ventures | Advisor | Apr 2016 | Advisory role to genomics VC |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee currently includes Timothy P. Coughlin (Chair), Rastetter, and Robert S. Epstein. After the 2025 Annual Meeting, Matthew C. Abernethy will join as Chair, replacing Coughlin .
- Independence: The Board determined all directors except the CEO (Bahram Valamehr) are independent under Nasdaq and SEC rules; Audit/Compensation/Nominating committees are entirely independent .
- Attendance: In 2024, the Board met nine times; each director then in office attended at least 75% of aggregate Board and applicable committee meetings; independent directors held five executive sessions without management .
- Board leadership: Fate separates CEO and Chair roles; the Chair is an independent outside director, which the Board views as enhancing oversight; eight directors attended the 2024 Annual Meeting .
Fixed Compensation
2024 actual director compensation (Rastetter):
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 82,500 |
| Option Awards (grant‑date fair value) | 114,923 |
| Total | 197,423 |
Current non‑employee director cash retainer schedule (effective Jan 16, 2025):
| Role | Annual Cash Retainer ($) |
|---|---|
| Board Member | 40,000 |
| Chairperson of the Board | 35,000 |
| Audit Committee – Chair | 20,000 |
| Audit Committee – Member | 10,000 |
| Compensation Committee – Chair | 15,000 |
| Compensation Committee – Member | 7,500 |
| Nominating & Corporate Governance – Chair | 10,000 |
| Nominating & Corporate Governance – Member | 5,000 |
| Science & Technology – Chair | 12,000 |
| Science & Technology – Member | 6,000 |
- Annual director compensation cap: $1,000,000 per year ($1,500,000 in first year as director) .
Performance Compensation
Equity compensation structure and terms:
| Item | 2024 | 2025 Policy |
|---|---|---|
| Annual option grant (continuing directors) | Policy eligible: 40,000 shares; vests fully at earlier of 1‑year anniversary or next annual meeting; exercise price = FMV on grant date | Policy eligible: 55,000 shares; same vest schedule; exercise price = FMV on grant date |
| New director initial option grant | 80,000 shares; monthly vest over 3 years | 110,000 shares; monthly vest over 3 years |
| 2024 option award fair value (Rastetter) | $114,923 (ASC 718) | N/A |
| Change‑in‑control (Sale Event) | Outstanding director equity retainer awards become 100% vested/exercisable at Sale Event per plan/policy; no repricing without stockholder approval | |
| Clawback | Company adopted compensation recovery policy effective Oct 2, 2023 (recovers incentive compensation tied to financial metrics upon restatement) |
Performance metrics tied to director compensation: None disclosed (director equity vests time‑based; no TSR/financial KPI targets in director program) .
Other Directorships & Interlocks
| Company | Role | Interlock / Potential Information Flow |
|---|---|---|
| Neurocrine Biosciences (NBIX) | Chairman; Director | FATE Class III director nominee Matthew C. Abernethy is NBIX CFO, creating a cross‑company linkage on FATE’s Board; Abernethy will chair FATE’s Audit Committee post‑meeting |
| Regulus Therapeutics (RGLS) | Director | Biotech governance experience |
| Daré Bioscience (DARE) | Chairman; Director | Biotech governance experience |
Expertise & Qualifications
- Deep biotech governance and operating experience (Idec/Biogen Idec executive leadership; Illumina chair; Receptos co‑founder; Grail founding leader; advisor to Illumina Ventures) .
- Scientific credentials and innovation track record (co‑inventor of rituximab; Harvard/MIT chemistry degrees) .
- Financial oversight expertise (Audit Committee membership; prior Executive Chairman roles; extensive public board experience) .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned | 781,651 total, including 617,424 shares and 164,227 options exercisable within 60 days (less than 1% of common stock) |
| Breakdown of share ownership | 11,331 shares directly; 459,272 via The Investment 2002 Trust; 146,821 via The Rastetter Family Trust; plus 164,227 options exercisable within 60 days |
| Options held (as of 12/31/2024) | 204,227 total options outstanding |
Hedging/pledging: Company policy prohibits short sales and derivative hedging; pledging requires Audit Committee approval; policy applies to directors. No pledge/hedge approvals for NEOs were disclosed; director approvals not disclosed .
Governance Assessment
- Board effectiveness: Independent Chair with extensive biotech and capital markets experience; independent committee structure; consistent attendance; separation of Chair/CEO enhances oversight .
- Financial oversight: Active Audit Committee member; committee responsibilities cover auditor oversight, ICFR, related‑party transactions, and enterprise risk discussions .
- Alignment and incentives: Director pay mix skews to equity (options), encouraging long‑term alignment; 2025 policy raises audit chair/member retainers to strengthen committee engagement .
- Interlocks: Neurocrine linkage via Rastetter (NBIX Chair) and Abernethy (NBIX CFO and FATE director nominee/Audit Chair) may enhance information flow but warrants monitoring for conflicts (e.g., transactions) even though none are disclosed .
- Related‑party exposures: Proxy states no related‑party transactions above thresholds since FY2023 other than Redmile private placement (affiliated with FATE director Michael Lee); no Rastetter‑specific related‑party dealings disclosed .
- Risk indicators: Formal clawback policy; strict insider trading/hedging/pledging controls; no option repricing without stockholder approval; sale‑event equity treatment requires non‑assumption to accelerate (no single‑trigger if assumed) .