William Wilson Jr.
GenprexAbout William R. Wilson, Jr.
William (“Will”) R. Wilson, Jr., 75, has served as an independent director of Genprex since March 18, 2020. He chairs, leads, and owns Wilson Land & Cattle Co., an investment company, since January 2006. Wilson is an attorney with 40+ years in health care regulation, biotechnology, clinical trial management, nursing home licensing, physician accreditation, securities, corporate governance, and contracts; he previously served as Judge of the 250th District Court of Travis County, Texas, and as Assistant District Attorney for Dallas County. He holds a B.A. from Vanderbilt University and a J.D. from Southern Methodist University, and is admitted to practice in Texas and before the U.S. District Court for the Western District of Texas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 250th District Court of Travis County, Texas | Judge | Not disclosed | Presided over civil litigation |
| Dallas County, Texas | Assistant District Attorney | Not disclosed | Prosecutorial experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wilson Land & Cattle Co. | Chairman, President & CEO | Since Jan 2006 | Investment company |
Board Governance
- Class II director; re-nominated for a term expiring at the 2028 Annual Meeting; elected on August 15, 2025 (Votes For: 5,626,859; Withheld: 545,921; Broker Non-Votes: 9,600,549) .
- Independence: Board determined Wilson is independent under Nasdaq and SEC rules; three of four directors are independent; no lead independent director, non-executive Chairman is Jose Antonio Moreno Toscano .
- Attendance: Board met 21 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the June 18, 2024 annual meeting .
- Committee assignments:
- Audit Committee member (Chair: Jose Antonio Moreno Toscano); Audit met 4 times in 2024; Wilson is financially literate but not designated “audit committee financial expert” (designation granted to Longnecker and Moreno Toscano) .
- Compensation Committee member (Chair: Brent M. Longnecker); met 2 times in 2024; oversees Compensation Recovery Policy .
- Nominating & Corporate Governance Committee member (Chair: Brent M. Longnecker); met 2 times in 2024 .
| Committee | Role | Chair | 2024 Meetings | Independence | Special Skills/Designation |
|---|---|---|---|---|---|
| Audit | Member | J.A. Moreno Toscano | 4 | Independent | Financially literate; “financial expert” designation held by Longnecker and Moreno Toscano |
| Compensation | Member | Brent M. Longnecker | 2 | Independent | Oversees Compensation Recovery Policy |
| Nominating & Corporate Governance | Member | Brent M. Longnecker | 2 | Independent | Board composition, succession, governance principles |
Fixed Compensation
| Year | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 60,000 | 91,162 | – | 151,612 |
| 2024 | 60,000 | 5,130 | – | 65,130 |
- Outside Director Compensation Policy (pay elements):
- Annual cash retainer: $40,000
- Committee fees: Audit Chair $20,000; Audit member $10,000; Compensation Chair $10,000; Compensation member $5,000; Nominating & Governance Chair $10,000; Nominating & Governance member $5,000; Non-exec Chairman $15,000
- Equity: Initial option grant valued at $80,000 for new directors; annual equity grant (options or RSUs) valued at $80,000 for continuing directors, subject to Committee recommendation and consultant input
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Paid quarterly in arrears |
| Audit Chair | 20,000 | – |
| Audit member | 10,000 | – |
| Compensation Chair | 10,000 | – |
| Compensation member | 5,000 | – |
| Nominating & Gov Chair | 10,000 | – |
| Nominating & Gov member | 5,000 | – |
| Non-exec Chairman | 15,000 | Not Wilson (Chairman is Moreno Toscano) |
| Initial option grant (new director) | 80,000 value | Prorated based on join date |
| Annual equity grant (options or RSUs) | 80,000 value | RSUs/Options selected annually |
Compensation mix signals:
- 2023: Cash $60k vs Equity $91.162k (approx. 40% cash / 60% equity) .
- 2024: Cash $60k vs Equity $5.130k (approx. 92% cash / 8% equity), a sharp equity value decline YoY despite policy’s $80k equity target, indicating markedly lower grant-date fair value in 2024 .
Performance Compensation
- Director equity terms:
- Annual RSUs/options vest at the earlier of one year from grant or the day prior to the next annual stockholder meeting; options have 10-year term; all awards fully vest upon change in control; awards require continuous service .
| As-of Date | Unvested RSUs (shares) | Options Outstanding (shares) | Vesting Schedule | Change-in-Control Treatment |
|---|---|---|---|---|
| Dec 31, 2023 | 3,095 (each non-employee director) | 4,242 (Wilson) | Annual vest at 1-year or pre-meeting | Full vesting of RSUs/options |
| Dec 31, 2024 | 4,750 (each non-employee director) | 4,242 (Wilson) | Annual vest at 1-year or pre-meeting | Full vesting of RSUs/options |
- Compensation Committee processes include setting corporate performance goals for executives and overseeing the Compensation Recovery Policy; in 2024, Aon Radford was engaged as independent consultant for benchmarking (committee independence and conflict checks applied) .
Other Directorships & Interlocks
- No other public company directorships are disclosed for Wilson in the 2025 proxy. If any exist, they are not listed in the director biography or governance sections .
Expertise & Qualifications
- Legal and regulatory expertise across healthcare and biotechnology; securities and corporate governance; judicial and prosecutorial experience; financial literacy for Audit Committee service; not designated as an “audit committee financial expert” (designation held by Longnecker, Moreno Toscano) .
- Education: B.A. (Vanderbilt), J.D. (Southern Methodist University); State Bar of Texas; admitted in U.S. District Court (W.D. Texas) .
Equity Ownership
| Holder | Shares Held Directly | Options Exercisable | Total Beneficial Ownership | Percent of Class |
|---|---|---|---|---|
| William R. Wilson, Jr. | 7,845 | 4,242 | 12,087 | <1% (asterisk) |
Notes:
- Beneficial ownership table date: as of June 30, 2025; asterisk indicates less than 1% ownership .
- Unvested RSUs (director-level) outstanding as of Dec 31, 2024: 4,750 per non-employee director (not counted in beneficial ownership table) .
Say-on-Pay & Shareholder Feedback
| Meeting Year | Proposal | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|---|
| 2024 | Advisory vote on NEO pay | 350,633 | 65,825 | 10,251 | 796,655 |
| 2025 | Advisory vote on NEO pay | 4,089,289 | 1,791,592 | 291,899 | 9,600,549 |
- Frequency: Stockholders chose annual say-on-pay voting; Board adopted annual frequency following 2024 vote (Every 1 Year: 360,746; Two Years: 11,711; Three Years: 50,011; Abstention: 4,241; Broker Non-Votes: 796,655) .
Governance Assessment
- Independence and engagement: Wilson is independent, serves on all three key committees, and met the ≥75% attendance threshold; Board met 21 times, indicating active oversight .
- Financial oversight: Audit Committee designation of “financial experts” to other members while affirming Wilson’s financial literacy balances expertise coverage without over-concentration; Audit met 4 times, completed standard PCAOB/SEC independence and discussion processes .
- Compensation governance: Committee processes include independent consultant (Aon Radford) and formal conflict-of-interest checks; oversight of the Compensation Recovery Policy is positive for clawback governance .
- Alignment and pay mix: Wilson’s director pay shifted from equity-heavy in 2023 to cash-heavy in 2024 (equity grant-date value fell to $5,130 vs $91,162), diverging from the policy’s $80,000 annual equity target; this may reflect valuation dynamics rather than reduced grant intent, but it weakens equity alignment optics year-over-year .
- RED FLAGS: None disclosed related to pledging or hedging at the director level; no related-party transactions with Wilson are disclosed; Board currently lacks a lead independent director, mitigated by a non-exec Chairman and committee chairs . Reverse split authority and substantial broker non-votes in 2025 suggest shareholder base dispersion, but are not director-specific risks .
Overall, Wilson brings deep legal/regulatory credentials with broad committee participation and independence. Equity alignment weakened in 2024 on grant-date values, but policy architecture (annual equity, change-in-control vesting, clawback oversight at the committee) supports pay-for-performance principles. Attendance and committee engagement are appropriate for effective board oversight .