William W. Bradley
About William W. Bradley
William W. “Bill” Bradley, age 81, has served as an independent director of Fractyl Health, Inc. (Nasdaq: GUTS) since March 2017 and is Chair of the Nominating and Corporate Governance Committee . He is a Managing Director at Allen & Company LLC (since 2000), a former U.S. Senator for New Jersey (1979–1997), and a 1964 Olympic gold medalist who played professionally for the New York Knicks (1967–1977) . He holds a B.A. in American History from Princeton and an M.A. in political philosophy and economics from Oxford (Worcester College) as a Rhodes Scholar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Senate (NJ) | U.S. Senator | 1979–1997 | Public policy and governmental/regulatory expertise cited as board qualification |
| JP Morgan & Co. (International Council) | Senior Advisor & Vice Chairman | 1997–1999 | Global financial advisory experience |
| McKinsey & Company (Non-profit Practice) | Chief Outside Advisor | 2001–2004 | Governance and strategic advisory |
| CBS Evening News | Essayist | 1997–1999 | Communications/public engagement |
| Stanford; Univ. of Notre Dame; Univ. of Maryland | Visiting Professor | 1997–1999 | Academic perspective |
| New York Knicks | Professional Basketball Player | 1967–1977 | Team leadership; two championships |
| Presidential Politics | Candidate (Democratic nomination) | 2000 | National leadership experience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Allen & Company LLC | Managing Director | Since 2000 |
| Starbucks Corporation | Director | 2003–2018 |
| Seagate Technology | Director (prior) | — |
| Willis Group Holdings Limited | Director (prior) | — |
| QuinStreet, Inc. | Director (prior) | — |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not listed as Audit or Compensation Committee member .
- Independence: Board affirmed Bradley is independent under Nasdaq and SEC rules .
- Attendance and engagement: Board met 6 times in FY2024; all current directors attended over 75% of Board and applicable committee meetings in 2024; independent directors hold regular executive sessions (no less than twice per year per guidelines) .
- Committee activity (FY2024): Audit Committee met 5 times; Compensation and Human Strategy Committee met 3 times; Nominating & Corporate Governance Committee met 1 time .
- Board leadership: Independent Chairman (Ajay Royan); Lead Independent Director not applicable under current structure .
Fixed Compensation
Director Compensation Program (post-IPO; service-based)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer | $43,500 |
| Committee chair fees | Nominating & Corporate Governance Chair: $10,000; Audit Chair: $20,000; Compensation Chair: $15,000; Board Chair: $35,000 |
| Committee member (non-chair) fees | Audit: $10,000; Compensation: $7,500; Nominating: $5,000 |
| Initial director option grant | 45,000 options at fair market value; vests over 3 years; 10-year term |
| Annual director option grant | 22,500 options; vests at next annual meeting or first anniversary; 10-year term; service-based; accelerates on sale |
| Meeting fees | Not disclosed; fees earned quarterly; no fees before S-1 effective date |
Bradley – 2024 Director Cash Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $35,422 |
Notes: Cash fees reflect proration based on quarterly earning and program start post-IPO; specific meeting fees are not disclosed .
Performance Compensation
Bradley – 2024 Director Equity Compensation and Awards
| Grant Type | Grant Date | Number of Options | Exercise Price | Vesting | Expiration | Grant-date Fair Value |
|---|---|---|---|---|---|---|
| IPO Non-Executive Director Option | Feb 1, 2024 | 45,000 | $15.00 | 3 equal annual installments (service-based) | 10 years | Included in 2024 Options Award value ($406,035) |
| Annual Director Option (program terms) | At annual meeting (if eligible) | 22,500 | FMV at grant | Single installment by next annual meeting/first anniversary (service-based) | 10 years | Not separately itemized |
- 2024 Total Option Award (ASC 718 fair value): $406,035 for Bradley .
- Aggregate options held (exercisable + unexercisable) at 12/31/2024: 463,910 options for Bradley .
- No performance metrics apply to director equity; all vesting is service-based by design .
Other Directorships & Interlocks
| Company | Type | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Starbucks Corporation | Public | Director (2003–2018) | No related-party transactions with GUTS disclosed |
| Seagate Technology | Public | Director (prior) | No interlocks disclosed |
| Willis Group Holdings Limited | Public | Director (prior) | No interlocks disclosed |
| QuinStreet, Inc. | Public | Director (prior) | No interlocks disclosed |
Expertise & Qualifications
- Public policy and U.S. governmental/regulatory affairs; broad leadership and corporate governance experience (Board qualification) .
- Senior financial advisory experience (JP Morgan International Council; Allen & Company) .
- Academic and communications background (visiting professor; essayist) .
Equity Ownership
Bradley – Beneficial Ownership and Alignment
| Date (Record) | Total Beneficial Ownership (shares) | Ownership % | Common Shares (direct) | Options Exercisable within 60 Days | Trust-held Options | Notes |
|---|---|---|---|---|---|---|
| Apr 16, 2025 | 446,872 | <1% | 16,129 | 244,350 | 186,393 (Hillcrest Irrevocable Trust; Bradley sole trustee) | Board prohibits hedging/pledging of Company securities; no pledging disclosed |
| Aug 6, 2025 | 448,490 | <1% | 16,129 | 245,968 | 186,393 (Hillcrest Irrevocable Trust) | Same anti-hedging/pledging policy applies |
Notes:
- Ownership figures include options currently exercisable or vesting within 60 days per SEC rules .
- Company policy prohibits directors from hedging or pledging company securities .
Governance Assessment
Strengths
- Independent status with long tenure and deep public policy/governance expertise; chairs key governance committee overseeing board composition, ESG, and independence/conflicts .
- Strong board practices: regular executive sessions, multiple independent committees, clawback policy (executives), prohibition on hedging/pledging, documented pre-approval and independence controls for auditors .
- Attendance/engagement: Board met 6 times in 2024; all directors met >75% attendance; committee activity active across Audit (5x), Compensation (3x), and Nominating (1x) .
Alignment and Incentives
- Director compensation is heavily equity-based (2024: $35,422 cash vs $406,035 option fair value), encouraging long-term alignment; options are service-based, avoiding short-term performance distortions .
Potential Flags and Monitoring Items
- Pre-IPO voting agreement designated Bradley and other directors; although the agreement terminated at IPO and independence was reaffirmed, investors should monitor continued independence given historical designations .
- Voting agreement in Aug 2025 committed directors to vote for Tranche B warrant approval, reflecting financing necessity; monitor capital needs and dilution risk effects on governance and investor protections .
- No related-party transactions disclosed involving Bradley (or Allen & Company), which reduces conflict risk, but continue surveillance of related-party disclosures annually .
RED FLAGS: None specifically disclosed for Bradley—no related-party transactions, no hedging/pledging, and independence affirmed. Dilution risk from warrant exercises is a company-level consideration rather than Bradley-specific but warrants monitoring for board oversight on capital strategy .
Director Compensation (Bradley)
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $35,422 |
| Stock Awards ($) | — |
| Options Award ($) (ASC 718) | $406,035 |
| All Other Compensation ($) | — |
| Total ($) | $441,457 |
Board Governance (Committee Chair/Member Detail)
| Committee | Role | FY2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Nominating & Corporate Governance | Chair (Bradley) | 1 | Director nominations, governance guidelines, board leadership review, ESG oversight, periodic board evaluations |
| Audit | Member: Barnes (Chair), Elia, Royan; Bradley not listed | 5 | Auditor oversight, financial statements, risk management incl. cybersecurity, related-party approvals, ICFR/disclosure controls |
| Compensation & Human Strategy | Member: Meanwell (Chair), Barnes, Conaway; Bradley not listed | 3 | Executive/Director comp, succession planning, human capital strategy, clawback administration |
Other Directorships & Interlocks (Network)
| Board | Status | Dates |
|---|---|---|
| Starbucks Corporation | Prior | 2003–2018 |
| Seagate Technology | Prior | — |
| Willis Group Holdings Limited | Prior | — |
| QuinStreet, Inc. | Prior | — |
Expertise & Qualifications
- Public policy and regulatory affairs; governance leadership cited by the Board in qualification rationale .
- Financial advisory and corporate strategy experience (Allen & Company; JP Morgan International Council) .
- Academic and communication credentials augment stakeholder engagement .
Equity Ownership
See “Equity Ownership” table above for totals, composition, and policy context .
Governance Quality Summary
- Independence and governance oversight: strong, with Bradley chairing the committee responsible for board composition and ESG oversight; independence affirmed post-IPO .
- Incentive alignment: equity-heavy director pay and prohibitions on hedging/pledging support long-term alignment; absence of related-party transactions reduces conflict risk .
- Investor signals: Board-wide commitment to financing vote for Tranche B warrants indicates proactive capital strategy but implies dilution risk—monitor board communications on capital deployment and investor protections .