Christian Waage
HERON THERAPEUTICS, INC. /DE/About Christian Waage
Independent director at Heron Therapeutics (HRTX) since 2016; age 58. Executive Vice President, Technical Operations and Administration at Gossamer Bio; previously EVP/General Counsel at Gossamer Bio (2017–2024), Senior VP/General Counsel at Receptos (acquired by Celgene), and GC roles at Websense and Ardea Biosciences; former partner at DLA Piper. Education: J.D., University of San Diego; B.A. in Economics, UC San Diego .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gossamer Bio, Inc. | EVP, Technical Operations & Administration; previously EVP & General Counsel | 2017–2025 | Senior leadership shaping regulatory, legal, and operations |
| Receptos, Inc. (subsidiary of Celgene) | Managing Director; formerly SVP & General Counsel | 2013–2016 | Led transactional/regulatory through acquisition by Celgene |
| Websense, Inc. | VP, General Counsel & Corporate Secretary | 2012–2013 | Legal leadership through sale to Vista Equity Partners |
| Ardea Biosciences, Inc. | VP, General Counsel & Corporate Secretary | 2008–2012 | Legal leadership through sale to AstraZeneca |
| DLA Piper LLP | Partner | pre-2008 | Corporate and M&A legal practice |
External Roles
| Organization | Position | Public/Private | Notes |
|---|---|---|---|
| Gossamer Bio, Inc. | EVP, Technical Operations & Administration | Public | Current operating executive; not disclosed as a board directorship |
Board Governance
- Independence: Board determined all directors other than CEO are independent; Waage is independent under Nasdaq rules .
- Committee assignments (current): Audit Committee member; Chair of Nominating & Corporate Governance Committee .
- Attendance and engagement: Board met 6 times in 2024; each then-serving director attended ≥75% of Board and committee meetings; Audit met 4x, Compensation 3x, Governance 1x in 2024 . In 2023, Board met 15x; Audit 4x, Compensation 6x, Governance 5x; ≥75% attendance .
- Compensation Committee interlocks: None—no member (including Waage) had relationships requiring Item 404 disclosure; no executive served on any other issuer’s compensation committee creating an interlock .
- Executive sessions/lead independent: Annual program includes Lead Independent Director retainer (market alignment increased for 2025), but specific person not disclosed .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $69,375 | Board/committee retainers paid quarterly |
| Annual Board Cash Retainer (program) | $50,000 | Cash; paid quarterly |
| Audit Committee Member Cash Retainer (program) | $10,000 | Cash; paid quarterly |
| Nominating & Corporate Governance Committee Chair Retainer (program) | $10,000 | Cash; paid quarterly |
| Total FY 2024 Cash | $69,375 | Sum of above for Waage |
Performance Compensation
Directors receive time-based equity (options and RSUs); no performance metrics tied to director equity.
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual Option Award | Jan 19, 2024 | 83,685 | $57,099 | Vests monthly over 1 year |
| Annual RSU Award | Jan 19, 2024 | 13,948 | $29,151 | Vests after 1 year |
- Plan cap: Aggregate annual cash + equity (grant-date fair value) to any non-employee director limited to $750,000 (initial year up to $1,500,000) under 2007 Plan .
- Clawback applicability: Awards under the equity plan subject to clawback under law, listing standards, and Company policy .
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No related-party transactions requiring disclosure since Jan 1, 2024 (also none since Jan 1, 2022) |
Expertise & Qualifications
- Regulatory, legal, and transactional expertise across biotech; seasoned GC with M&A execution (Celgene, AstraZeneca, Vista Equity) .
- Qualifications cited by Board: experience in regulatory, legal, and finance matters .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Details |
|---|---|---|---|
| Christian Waage (as of Apr 21, 2025) | 72,164 | <1% | Includes 66,180 common shares and 5,984 options exercisable within 60 days |
| Outstanding Options (as of Dec 31, 2024) | 295,023 | — | Unexercised options held; RSUs unvested: 13,948 |
- Pledging/hedging: 2024 policy permitted pledging and margin accounts; insiders prohibited from short sales/hedging/derivatives . 2025 policy prohibits hedging and similar arrangements; no explicit pledging reference disclosed in 2025 proxy .
- Red flag note: Historical allowance of pledging (2024) can pose alignment risk if any shares are pledged; no pledging by Waage disclosed .
Governance Assessment
Key positives:
- Independent director with deep regulatory/transactional experience; chairs Governance and serves on Audit, aligning with his legal/regulatory skillset .
- No related-party transactions and no compensation committee interlocks; independence affirmed annually .
Watch items and potential red flags:
- Say-on-Pay support declined to ~83% for FY2023 (from ~98% prior year), signaling shareholder scrutiny of pay practices, overall governance, and alignment; board should continue engagement .
- Equity program scale (burn rate and overhang at company level) elevated in recent years; while not director-specific, oversight of dilution remains a board responsibility .
- Historical permission for pledging (2024 policy) is a governance risk factor; confirm no pledging by directors and consider codifying pledging prohibitions if not already updated .
Director compensation alignment:
- Mix for FY2024: cash $69,375; equity grant-date fair value $86,250; total $155,625—meaning ~56% equity, ~44% cash for Waage, supporting long-term alignment through time-based vesting .
Overall:
- Waage’s committee roles (Governance Chair; Audit member), attendance, and independence support board effectiveness; continued focus on investor feedback (Say-on-Pay) and equity dilution oversight recommended .