Daniel Welch
About Daniel G. Welch
Daniel G. Welch (age 67) is the independent, non‑executive Chair of Structure Therapeutics (GPCR) and has served as Chair since January 2022. He is a seasoned biopharma operator and director with prior CEO roles at InterMune (acquired by Roche) and Triangle Pharmaceuticals (acquired by Gilead), and senior leadership at Elan and Sanofi‑Synthelabo; he holds a B.B.A. in Marketing (University of Miami) and an M.B.A. (University of North Carolina) . His board tenure is marked by independent leadership and active involvement in committee oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterMune, Inc. | Chairman; Chief Executive Officer & President | Chairman: May 2008–Sep 2014; CEO/President: Sep 2003–Sep 2014 | Led company from clinical stage to global commercialization; sale to Roche |
| Triangle Pharmaceuticals, Inc. | Chairman & Chief Executive Officer | 2002–2003 | Led through sale to Gilead |
| Elan Corporation | President, Biopharmaceuticals | 2000–2002 | P&L leadership in biopharma segment |
| Sanofi‑Synthelabo (now Sanofi S.A.) | VP Worldwide Marketing; COO U.S. business; other senior roles | 1987–2000 | Global commercial leadership |
| Sofinnova Ventures | Executive Partner | Jan 2015–Feb 2018 | Portfolio support; venture operating experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Ultragenyx Pharmaceutical Inc. (NASDAQ: RARE) | Director | Current |
| Prothena Corporation plc (NASDAQ: PRTA) | Director | Current |
| Pacira Biosciences, Inc. (NASDAQ: PCRX) | Advisor | Until Apr 2025 |
| Nuvation Bio, Inc. (NYSE: NUVB) | Director | Jun 2020–Jun 2024 |
Board Governance
- Roles and committees: Independent Chair of the Board; member, Compensation Committee; Chair, Nominating & Corporate Governance Committee .
- Independence: Board determined Welch is “independent” under Nasdaq standards; also independent for Compensation Committee service .
- Attendance and engagement: In 2024, the Board held 7 meetings; Compensation Committee 4; Nominating Committee acted by written consent; no director attended fewer than 75% of aggregate Board and relevant committee meetings .
- Executive sessions: Independent director executive sessions are regularly scheduled, typically at each regular Board meeting .
- Risk oversight: As Chair, Welch facilitates Board agenda and oversight; specific risk areas reside with committees (e.g., Audit for financial/cybersecurity; Compensation for talent/culture; Nominating for ESG/governance; R&D for clinical/IP strategy) .
Fixed Compensation (Non‑Employee Director; 2024 Actual)
| Component | Amount (USD) |
|---|---|
| Cash fees (annual director retainer + Chair retainer + committee fees) | $241,500 |
| Equity options (grant date fair value) | $402,168 |
| Total | $643,668 |
Policy detail (framework used to set fees/grants):
- Cash retainers (2024 policy): Director $45,000; non‑executive Chair $179,000; committee member retainers effective March 15, 2024: Audit $10,000, Compensation $7,500, R&D $7,500, Nominating $5,000; committee chair retainers effective March 15, 2024: Audit $20,000, Compensation $15,000, R&D $15,000, Nominating $10,000 (prior amounts were lower before March 15) .
- Equity grants (2024 policy): Initial option 75,000 ordinary shares (25,000 ADSs), vest monthly over 36 months; annual option 37,500 ordinary shares (12,500 ADSs), vest monthly over 12 months; pro‑ration applies when joining mid‑cycle .
- Updated 2025 policy uses value‑based sizing (initial $800,000 cap at ≤0.060% OS; annual $400,000 cap at ≤0.030% OS), with share counts set from 30‑day average ADS price; ADSs convert 1:3 to ordinary shares .
Performance Compensation (Design Features; Directors)
| Instrument | Vesting | Change‑in‑Control Treatment |
|---|---|---|
| Annual non‑employee director options | Service‑based; monthly installments (12 months for annual grant; 36 months for initial grant) | Director options vest in full upon a change in control; 10‑year term; 12‑month post‑termination exercise (except for death/cause) |
Notes:
- No annual bonus or performance metric applies to directors; equity grants are service‑based for alignment and retention .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlocks |
|---|---|---|---|
| Ultragenyx (RARE) | Director | Not disclosed in GPCR proxy | None disclosed with GPCR suppliers/customers |
| Prothena (PRTA) | Director | Not disclosed in GPCR proxy | None disclosed with GPCR suppliers/customers |
| Pacira (PCRX) | Advisor (ended Apr 2025) | N/A | None disclosed with GPCR |
| Nuvation Bio (NUVB) | Former Director (to Jun 2024) | Not disclosed in GPCR proxy | None disclosed with GPCR |
- Compensation committee interlocks: GPCR discloses no compensation committee interlocks or insider participation; no executive officers serve on external boards/comp committees creating interlocks with GPCR’s committee .
Expertise & Qualifications
- Strategic/operator credentials: Led InterMune to commercialization and sale; CEO experience across multiple biopharma companies; senior commercial leadership at Sanofi; venture operating background (Sofinnova) .
- Education: B.B.A. (University of Miami); M.B.A. (UNC) .
- Board leadership: Serves as independent Chair; facilitates Board agenda and management accountability .
Equity Ownership
| Metric (as of Apr 17, 2025) | Value |
|---|---|
| Ordinary Shares beneficially owned | 1,337,004 |
| Equivalent ADSs beneficially owned | 445,668 |
| % of Ordinary Shares outstanding | <1% (asterisk in proxy table denotes less than 1%) |
| Composition detail (footnote) | 123,508 Ordinary Shares held by Welch Family Trust; 205,500 options exercisable within 60 days held by Andrew Welch Trust; 205,500 options exercisable within 60 days held by Michael Welch Trust; 802,496 options exercisable within 60 days held directly by Mr. Welch; Mr. Welch is trustee and shares voting/investment control of trust holdings |
| Non‑employee director options outstanding (12/31/2024) | 405,540 ordinary shares |
Alignment policies:
- Hedging and pledging: Company policy prohibits directors from hedging or pledging company securities; no pledging disclosed for Welch .
- Change‑in‑control: Director options accelerate in full upon change in control (alignment and retention; potential investor concern on single‑trigger vesting) .
Insider Trades
| Date | Form | Security | Quantity | Exercise Price | Vesting | Expiration | Source |
|---|---|---|---|---|---|---|---|
| Jun 23, 2025 | Form 4 | Stock options (ordinary shares) | 51,804 | $7.37 per share | Equal monthly over 12 months; fully vested immediately prior to 2026 AGM | Jun 22, 2035 |
Note: Each ADS represents three ordinary shares; filings state options are for ordinary shares; company IR site also lists Welch Form 4 filings .
Governance Assessment
-
Strengths
- Independent, experienced Chair separates Board leadership from CEO; facilitates oversight, strategy, and accountability .
- Established committee leadership: Welch chairs Nominating & Corporate Governance and serves on Compensation; Board confirms independence for director and committee service .
- Attendance and engagement: No director fell below 75% attendance; Board and Compensation met multiple times; Nominating acted by consent and at Board meetings .
- Alignment safeguards: Prohibitions on hedging and pledging; formal related‑party transaction policy and Audit Committee oversight; no related‑party transactions disclosed for Welch .
-
Watch items / potential investor concerns
- Single‑trigger change‑in‑control vesting for director options can be viewed as shareholder‑unfriendly versus double‑trigger (considered a red flag by some governance frameworks) .
- Chair compensation level plus equity option grants: 2024 total $643,668 (cash $241,500 + options $402,168); monitor pay levels vs. peers as company scales to ensure alignment with workload and value creation .
-
No conflicts or interlocks identified
- Compensation committee interlocks: none; no disclosed related‑party transactions involving Welch; prior related‑party disclosures pertained to another director’s employer (Schrödinger) and were below materiality thresholds for independence .
Appendix: Non‑Employee Director Compensation Framework (Reference)
- 2024 policy: Director cash retainers and share option structures, including committee member and chair fees, initial and annual share option grants, and pro‑ration rules .
- 2025 policy update: Value‑based initial ($800,000, ≤0.060% OS) and annual ($400,000, ≤0.030% OS) option grants; ADS‑based grant sizing off 30‑day average; 1 ADS = 3 ordinary shares .