William Ho
About William Ho
William Ho is IN8bio’s co-founder and has served as President, Chief Executive Officer and Director since inception in November 2015; he also served as CFO from October 2020 to February 2021. He is 49 years old as of March 14, 2025, holds an MBA from the University of Notre Dame and a B.S. in Biochemistry from McMaster University, and was inducted into McMaster’s Alumni Gallery in 2020; he previously served on McMaster’s Faculty of Science Dean’s Advisory Board . His prior background spans healthcare investing and equity research focused on biotechnology and life-science tools . Specific TSR, revenue growth, and EBITDA growth metrics for his tenure are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IN8bio, Inc. | President & CEO; Director | Nov 2015–present | Co-founder; long-term leadership of clinical-stage γδ T cell oncology platform |
| IN8bio, Inc. | Chief Financial Officer | Oct 2020–Feb 2021 | Bridged finance leadership pre/post IPO era |
| AlephPoint Capital | Founder & Managing Partner | Apr 2014–Nov 2017 | Ran private healthcare fund; investment leadership |
| New Leaf Venture Partners | Public Investment Director | 2010–2014 | Launched public investments and cross-over portfolio |
| Bank of America | Senior Equity Research Analyst | 2006–2009 | Covered biotech and life-science tools sectors |
| Piper Jaffray & Co. | Equity Research Analyst | 2003–2006 | Covered biotech and life-science tools sectors |
| CuraGen Corporation | FP&A and operational analysis | Not disclosed | Financial planning and operations analysis |
| Cowen | Healthcare Investment Banking Associate | Not disclosed | Investment banking exposure in healthcare |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McMaster University Faculty of Science | Dean’s Advisory Board member (previously served) | Not disclosed | Academic advisory engagement |
| McMaster University | Alumni Gallery inductee | 2020 | Recognition for professional achievements |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $572,000 | $552,840 |
| Option Awards (Grant-date fair value, $) | $984,166 | $888,672 |
| Non-Equity Incentive Plan Compensation ($) | $286,000 | $0 (foregone) |
| All Other Compensation ($) | $12,000 | $12,000 |
| Total ($) | $1,854,166 | $1,453,512 |
| 2025 Current Compensation Settings | 2025 |
|---|---|
| Base Salary ($) | $397,800 (effective through Dec 31, 2025, after reductions tied to 2024 Private Placement) |
| Target Bonus (%) | 55% of base salary |
- 2024 cash reductions: Base salary reduced 11% from $612,000 to $544,680 effective Sep 1, 2024; further reduced to $397,800 tied to financing, through Dec 31, 2025 .
- Annual bonus program mechanics: CEO bonus based 100% on corporate performance; executives agreed to forego 2024 bonuses .
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 Annual Performance Bonus | Corporate goals (Board-set) | 100% (CEO) | 55% of base salary | Foregone | $0 | N/A |
- Equity-based incentives are primarily stock options; no RSU/PSU metrics disclosed for executives .
Equity Ownership & Alignment
| Metric (As of Feb 16, 2025) | Value |
|---|---|
| Total Beneficial Ownership (shares) | 4,159,537 |
| Ownership (% of outstanding) | 5.0% (based on 81,258,763 shares outstanding) |
| Shares held directly | 2,548,144 |
| Shares held by children | 145,999 |
| Shares held by other relatives (voting proxy) | 109,500 |
| Options exercisable or exercisable within 60 days | 1,355,894 |
| Warrants excluded due to beneficial ownership cap | 290,516 (subject to 4.99% cap) |
| Hedging/Pledging Policy | Prohibited for directors and officers (no margin purchases or pledges) |
- Insider Trading Policy prohibits hedging and pledging of company stock; supports alignment and limits downside protection behaviors .
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 10/05/2020 | 182,500 | — | 6.74 | 10/04/2030 | Historical per plan; fully disclosed as exercisable |
| 07/29/2021 | 188,343 | 32,157 | 10.00 | 07/28/2031 | 48 equal monthly installments from 08/29/2021 |
| 02/15/2022 | 180,270 | 74,230 | 4.28 | 02/14/2032 | 25% at 1-year; remainder monthly over 36 months |
| 10/21/2022 | 55,510 | 27,755 | 1.48 | 10/21/2032 | Three equal annual installments from 10/21/2023 |
| 04/14/2023 | 164,145 | 229,805 | 1.21 | 04/14/2033 | 25% at 1-year; remainder monthly over 36 months |
| 06/21/2023 | 147,730 | 246,220 | 2.01 | 06/21/2033 | 25% at 1-year; remainder monthly over 36 months |
| 02/07/2024 (Annual grant) | — | 502,000 | 1.22 | 02/07/2034 | 25% at 1-year; remainder monthly over 36 months |
| 09/04/2024 (Retention) | — | 500,000 | 0.47 | 09/04/2034 | 25% at 6 months; 25% at 1 year; 50% at 18 months |
| 12/19/2024 (Salary reduction grant) | — | 1,188,282 | 0.24 | 12/19/2034 | 100% at 1-year anniversary |
Vesting Milestones Creating Potential Supply
- 09/04/2024 retention award: 125,000 shares vest at 6 months (03/04/2025), 125,000 at 1 year (09/04/2025), 250,000 at 18 months (03/04/2026) based on the disclosed schedule .
- 12/19/2024 award: 1,188,282 shares vest at 1-year anniversary (12/19/2025) .
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | Amended & restated Dec 2020; amended Aug 30, 2024 |
| Employment type | At-will; standard confidentiality, invention assignment, non-solicit and non-compete provisions |
| 2025 Base salary | $397,800; target bonus 55% of base |
| Severance (no change-in-control) | Proxy: lump sum of the greater of 18 months pre-reduction base or 18 months current base; plus 18 months’ forward vesting catch-up on time-based awards . 10-K: 12 months of base salary, prorated bonus if goals achieved; paid per schedule . |
| Change-in-control (double-trigger) | Proxy: if terminated without cause/for good reason within 3 months before or 12 months after a change-in-control, lump sum of greater of 18 months base (pre-reduction or current) plus 150% of target bonus; full acceleration of unvested equity; up to 18 months health continuation . 10-K: 12 months base + 100% current target bonus; 100% acceleration; COBRA reimbursement for 12 months . |
| Health benefits | Up to 18 months continuation per proxy; 12 months COBRA reimbursement per 10-K |
| Release requirement | Severance contingent on executing release; includes confidentiality/non-disparagement; transition assistance up to three months at $200/hour (10-K) |
| Board resignation upon termination | Automatic resignation from director/officer roles |
Note: The DEF 14A filed March 17, 2025 discloses enhanced severance and bonus multiples versus the March 13, 2025 10-K; the proxy likely reflects updated terms following 2024 amendments and financing-related adjustments .
Board Governance
- Board service: Director since 2015; Class III director continuing in office until the 2027 annual meeting .
- Leadership structure: CEO and Chair roles are separated; Chair is independent director Alan S. Roemer .
- Committee memberships: CEO/director William Ho does not serve on standing committees. Audit Committee: Peter Brandt (Chair), Alan S. Roemer, Luba Greenwood . Compensation Committee: Alan S. Roemer (Chair), Corinne Epperly, Luba Greenwood; CEO excluded from deliberations on his pay and may not be present . Nominating & Corporate Governance Committee: Peter Brandt, Emily Fairbairn, Jeremy Graff, Travis Whitfill (chair until resignation effective May 9, 2025) .
- Executive sessions: Non-management directors held seven executive sessions in 2024; Board met 11 times, with directors attending ≥75% of meetings of the Board/committees on which they served .
- Director compensation: CEO receives no additional director compensation; non-employee directors have reduced retainers effective Sep 1, 2024 (Board $35,600; Chair premium $57,850; committee retainers as disclosed) and option grants per policy; options vest fully on change-in-control .
- Independence: Board determined all directors other than Mr. Ho are independent under Nasdaq standards .
Performance Compensation (Equity Award Detail)
| Award Type | Grant Date | Shares | Exercise Price ($) | Vesting | Rationale |
|---|---|---|---|---|---|
| Annual Option | 02/07/2024 | 502,000 | 1.22 | 25% at 1 year; remainder monthly over 36 months | Annual long-term incentive under 2023 Plan |
| Retention Option | 09/04/2024 | 500,000 | 0.47 | 25% at 6 months, 25% at 1 year, 50% at 18 months | Workforce Reduction retention awards |
| Salary Reduction Option | 12/19/2024 | 1,188,282 | 0.24 | 100% at 1 year | Offsetting recent salary reductions; alignment grant |
Compensation Committee Analysis
- Independence and process: Compensation Committee comprises independent directors; meets regularly, retains authority to hire independent consultants, and excludes CEO from deliberations about his compensation .
- Consultant: Aon’s Human Capital Solutions engaged to provide market data, peer group analysis, and compensation assessment; Committee assessed independence and found no conflicts .
- Equity delegation: Committee delegated limited authority to CEO to grant equity to non-executive employees subject to caps .
Equity Ownership & Alignment (Additional Capital Participation)
- Private placements: William Ho purchased 126,582 shares in the 2024 Private Placement for $50,000 aggregate purchase price; also participated in 2023 Private Placement with 81,967 shares and warrants .
Employment Contracts, Severance, Change-of-Control Economics
- Key elements summarized above; double-trigger acceleration for equity upon qualifying CoC termination; enhanced severance multiples per proxy vs. baseline in 10-K .
Related Party Transactions
- The proxy includes a broader section on related person transactions; specific William Ho related-party transactions beyond disclosed private-placement participation are not detailed in the provided excerpts .
Investment Implications
- Alignment: Prohibition on hedging/pledging and significant personal holdings (5.0% beneficial ownership) support alignment with shareholders; however, large option overhang with low strike prices (e.g., $0.24 and $0.47) can create dilution risk upon exercise .
- Near-term supply risk: One-year cliff for 1,188,282 options granted 12/19/2024 vests on 12/19/2025; retention award tranches tied to 09/04/2024 grant schedule add 2025–2026 vest events, potentially increasing insider selling pressure around windows, subject to trading policies .
- Cash discipline and retention: 2024 salary reductions and foregone bonuses indicate cost focus; offsetting option grants suggest reliance on equity to retain senior talent amid strategic prioritization and workforce reduction .
- Change-in-control economics: Proxy-disclosed severance (≥18 months base + 150% target bonus + full acceleration) is relatively protective, which may influence negotiation stance in strategic transactions; 10-K shows baseline of 12 months + 100% .
- Governance: Separation of Chair and CEO roles, independent committees, and CEO exclusion from his pay decisions are positives for governance quality; CEO does not receive director fees, minimizing dual-role compensation conflicts .
Citations:
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