William Clark

About William D. Clark

William D. Clark, 57, is an independent Class III director of iBio and has served as Chairman of the Board since November 1, 2022; he sits on the Audit Committee and is qualified as an “audit committee financial expert.” He brings 30+ years of biotech and pharma leadership, including CEO roles and business development expertise; education includes an MBA from The Wharton School and a BA from Harvard University . He has been on the iBio board since August 2021 and was affirmed by the Board as independent under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Chairman of the Board since Nov 1, 2022; separate from CEO role (Martin Brenner), with independent directors meeting in executive session at least quarterly .
• Committee assignments: Audit Committee member; Audit chaired by Gary Sender, Compensation chaired by Gary Sender, Nominating & Corporate Governance chaired by Dr. Alexandra Kropotova .
• Independence: Board determined Clark is independent under Nasdaq rules (also serves as an audit committee financial expert) .
• Attendance: In FY2025, Board met 6 times; Audit/Comp/NomGov met 6/4/5 times respectively; each current director attended at least 75% of meetings of the Board and committees on which they served .
• Risk oversight: Audit oversees financial reporting, internal controls, and ERM (including cybersecurity); Clark is a member alongside two other “financial experts” .

Fixed Compensation

Director Retainer Policy (FY2025):

Performance Compensation

• Structure: Non-employee directors receive stock option grants upon initial election (12,600 options, vest over 36 months) and annual option grants at each annual meeting; options are time-based and set at fair market value on grant date .
• FY2025 Director Option Grant: Clark received 18,900 options in FY2025 (aggregate for non-employee directors) .
• Vesting/Exercise Terms: Options typically vest 25% after one year, then quarterly over 36 months; exercise price equals fair market value at grant date; stock plan prohibits repricing without shareholder approval .

Performance Metrics Table (Directors):

Other Directorships & Interlocks

• Related-party transactions: FY2025 private placement included officers/directors, but only MagicRoad (controlled by director António Parada) exceeded $120,000; no transaction disclosed as involving Clark above disclosure threshold .
• Investor nomination right: Lynx1 obtained right to nominate one director (nominated Parada) via side letter; governance dynamic to monitor though not directly tied to Clark .

Expertise & Qualifications

• Financial expertise: Audit committee financial expert; deep finance, BD, commercialization, and strategic planning experience .
• Education: MBA (Wharton), BA (Harvard) .
• Industry experience: 30+ years across large pharma and biotechs; notable capital markets and licensing transactions .

Equity Ownership

Option Position Detail (as of Jun 30, 2025):

Alignment safeguards:

• Hedging and pledging of Company stock are prohibited for directors; short sales and derivatives also prohibited .
• No option repricing without shareholder approval; no tax gross-ups; clawback policy applies to incentive compensation (executive focus) .

Governance Assessment

• Board effectiveness: Independent Chair with separate CEO enhances oversight; Clark’s audit expertise strengthens financial oversight and ERM, and the Board holds regular executive sessions of independent directors .
• Independence and attendance: Clark is independent; overall Board and committee attendance met thresholds (≥75%), suggesting engagement .
• Compensation and alignment: Director pay is modest and largely fixed, with time-based options aligning long-term incentives to share price without performance metrics; risk-mitigating policies (no hedging/pledging; no repricing) bolster investor confidence .
• Red flags: No Clark-specific related-party transactions disclosed; Board did navigate an auditor resignation in Feb 2024 (not initiated by Audit Committee) but later appointed Grassi and received standard audit committee reports—monitor audit stability and internal controls continuity .
• Shareholder sentiment: Prior say-on-pay approval ~91% (FY2024) indicates strong support for compensation practices and governance framework .

Overall signal: Clark’s independent chairmanship, audit expertise, and compliance with robust governance policies are positives. The investor nomination arrangement for another director and the FY2024 auditor resignation are watchpoints, but not directly attributable to Clark; continued audit committee vigilance is advisable .

Insider Trades