William B. Hayes
About William B. Hayes
William B. Hayes, age 59, is an independent Class II director of Indaptus Therapeutics, serving on the board since 2021. He is the former Executive Vice President, Chief Financial Officer and Treasurer of LabCorp (2005–2014) and previously spent nine years in KPMG’s audit practice; he holds a B.S. in accounting from the University of North Carolina at Greensboro . At Indaptus, Hayes chairs the Audit Committee, is designated the board’s “audit committee financial expert,” and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laboratory Corporation of America (LabCorp) | EVP, CFO & Treasurer | 2005–2014; joined LabCorp in 1996 (revenue cycle operations) | Senior finance leadership; public company CFO experience |
| KPMG | Audit Department | ~9 years (prior to LabCorp) | Public company audit experience |
| Intec Pharma Ltd. (pre-merger) | Director | Jun 2018–Jul 2021 (to the Merger) | Board service carried into Indaptus combination |
External Roles
| Organization | Role | Since/Through | Committees/Notes |
|---|---|---|---|
| Builders FirstSource (Nasdaq: BLDR) | Director | Since Oct 2019 | Chairs the Audit Committee |
| Patheon N.V. (NYSE: PTHN) | Director | Mar 2016–late 2017 | Board tenure ended upon Thermo Fisher acquisition |
Board Governance
- Independence and role: Independent director under Nasdaq rules; Chair of the Audit Committee; member of the Compensation Committee; designated audit committee financial expert .
- Committee structure and meetings (2024): Board met 4 times; Audit Committee met 4 times; Compensation Committee met 2 times; each director attended at least 75% of aggregate board and committee meetings .
- Board leadership: Independent, non-executive Chair (Dr. Roger Pomerantz) separate from the CEO role .
- Audit oversight: Signed the Audit Committee Report as Chair (with Karah and Martell) for FY2024 .
- Related-party oversight: Audit Committee reviews and must approve related-person transactions; no related-person transactions (≥$120k threshold) were disclosed since Jan 1, 2022 other than those listed (CEO purchases in 2024 financings); no involvement by Hayes was disclosed .
Fixed Compensation (Director)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer (non-employee director) | 50,000 | Policy amount |
| Audit Committee chair retainer | 15,000 | Policy amount |
| Compensation Committee member retainer | 6,000 | Policy amount |
| Total fees earned in 2024 | 71,000 | Actual fees earned by Hayes in 2024 |
- Mix: 2024 cash fees of $71,000 vs. option award grant-date fair value of $27,500 (approx. 72% cash / 28% equity based on disclosed amounts) .
Performance Compensation (Director Equity and Terms)
| Item | Detail |
|---|---|
| 2024 option award (grant-date fair value) | $27,500 (non-employee director option awards) |
| Options held (as of 12/31/2024) | 53,500 options outstanding (Hayes) |
| Annual grant policy (since Mar 2023) | On each annual meeting date: 12,500 options to non-chair directors; 30,000 options to board chair; vest in full on first anniversary (accelerates upon death, disability, change of control) |
| Initial grant policy (non-employee) | 25,000 options upon first appointment/election; vest quarterly over three years (accelerates upon death, disability, change of control) |
| Equity plan protections | No option/SAR “repricing” without stockholder approval |
| Clawback applicability | Company has a Clawback Policy for executive officers; equity awards (including to directors) are subject to recoupment under company policy and applicable law per the plan |
Other Directorships & Interlocks
| Company | Relationship to INDP | Interlock/Conflict Considerations |
|---|---|---|
| Builders FirstSource (BLDR) | Unrelated sector (building materials) | No supplier/customer/interlock disclosed with Indaptus |
| Patheon N.V. (former) | Former pharma manufacturing board | Historical role only; no related-party transactions disclosed |
Expertise & Qualifications
- Public company CFO experience (LabCorp) and Big Four audit background; designated “audit committee financial expert” under SEC and Nasdaq standards .
- Governance skills evidenced by audit chair service at Indaptus and at Builders FirstSource .
- Independence affirmed by board under Nasdaq standards; no family relationships with executives or directors .
Equity Ownership
| As-of Date | Beneficial Ownership | % of Shares Outstanding | Composition/Notes |
|---|---|---|---|
| Jun 16, 2025 | 52,500 shares (issuable upon exercise of options) | <1% (asterisked in filing) | No common shares reported; options only |
| Apr 17, 2025 | 52,500 shares (issuable upon exercise of options) | <1% (asterisked in filing) | Of these, 12,500 scheduled to vest within 60 days of Apr 17, 2025 |
- Hedging/pledging: Company policy prohibits hedging transactions (short sales, options, monetization). No pledging by Hayes was disclosed .
Insider Trading and Section 16 Compliance
| Period | Disclosure |
|---|---|
| FY2024 | All required Section 16 reports for directors/executives were filed timely; no delinquencies reported |
Governance Assessment
-
Positives
- Strong financial oversight profile: audit chair and SEC-defined “financial expert”; chairs the audit at another large public company; enhances board financial literacy .
- Independence and attendance: independent under Nasdaq rules and met the minimum 75% attendance threshold; board and audit committees met regularly in 2024 .
- Risk and alignment controls: anti-hedging policy in place; equity plan prohibits repricing without shareholder approval; clawback framework in place (plan-level recoupment; executive policy) .
- Related-party oversight: Audit Committee pre-approves related-person transactions; no related-party transactions involving Hayes were disclosed .
-
Watch items
- Ownership alignment: reported beneficial ownership consists solely of options; no direct common stock disclosed; less than 1% ownership .
- Director stock ownership guidelines: no explicit director ownership guidelines are disclosed in the proxy (policy not stated) –.
- Compensation consulting: the Compensation Committee did not engage an external compensation consultant in 2024, which can be a consideration for broader pay governance (primarily executive pay) .