William Rieflin
About William Rieflin
Independent director since May 2020; age 65 as of March 31, 2025. Former CEO of NGM Biopharmaceuticals (2010–2018), now Chairman of NGM (since July 2022), with prior public board service at RAPT Therapeutics (2015–Jan 2025), Anacor (2011–2016), and XenoPort (2010–2016). Education: MBA (University of Chicago Booth), JD (Stanford Law), BS (Cornell); core credentials include deep biopharma operating experience and financial expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NGM Biopharmaceuticals, Inc. | Chief Executive Officer | Sep 2010 – Sep 2018 | Led biotech operations and strategy |
| RAPT Therapeutics, Inc. | Director | Apr 2015 – Jan 2025 | Public company board experience |
| Anacor Pharmaceuticals, Inc. | Director | Apr 2011 – Jun 2016 | Public company board experience |
| XenoPort, Inc. | Director | Sep 2010 – Jul 2016 | Public company board experience |
| Flexus Biosciences | Director | Until acquisition in 2015 | M&A exit exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NGM Biopharmaceuticals, Inc. | Chairman of the Board | Jul 2022 – present | Governance and strategic oversight |
| Kallyope, Inc. (private) | Director | Current | Private company governance |
| Lycia Therapeutics, Inc. (private) | Director | Current | Private company governance |
Board Governance
- Committees: Audit Committee Chair; Compensation Committee member; independent under Nasdaq rules; designated “audit committee financial expert” .
- Board/committee activity: Board met 8 times in 2024; Audit (4), Compensation (6), Nominating (4). All current directors except Mr. Nelsen attended ≥75% of meetings; independent directors typically hold executive sessions .
- Compensation Committee composition: Ms. Friedman (Chair), Messrs. Nelsen and Rieflin; Nelsen to cease serving effective the Annual Meeting .
- Lead Independent Director: Catherine Friedman .
- Independence determination: All non-employee directors, including Mr. Rieflin, affirmed independent; Dr. Seely is not independent .
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Cash Fees | $74,554 | FY 2024 | Aggregate cash retainer/committee fees |
| Equity – Option Award (Grant-date fair value) | $205,335 | FY 2024 | Annual option grant; fair value per ASC 718 |
| Total Director Compensation | $279,889 | FY 2024 | Sum of cash + equity fair value |
| Annual Option Grant (structure) | Lesser of Black‑Scholes $300,000 or 130,000 shares; vests by next AGM/1-year | Each annual meeting | Under 2021 Equity Plan; CIC full vesting |
| Appointment Option (structure) | Lesser of Black‑Scholes $500,000 or 260,000 shares; vests monthly over 36 months | Upon appointment | Under 2021 Equity Plan; CIC full vesting |
| Cash Retainers (policy) | Director $50,000; Lead Independent $80,000; Chair of Board $85,000 | Effective Jun 2024 | Updated policy increased some chair/member fees |
| Committee Chair Fees (policy) | Audit $20,000; Compensation $15,000; Nominating $10,000 | Effective Jun 2024 | Increased vs prior policy |
| Committee Member Fees (policy) | Audit $10,000; Compensation $7,500; Nominating $5,000 | Effective Jun 2024 | Increased vs prior policy |
Performance Compensation
- Non-employee directors receive time-based stock options; no director PSUs/RSUs or bonus metrics disclosed for directors. Equity awards for executives (not directors) include PSUs tied to clinical milestones and relative TSR; not applicable to director pay .
| Performance Metric (Directors) | Weighting/Target | Outcome |
|---|---|---|
| None disclosed for non-employee directors | N/A | N/A |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| NGM Biopharmaceuticals, Inc. | Public | Chairman | No LYEL-related transaction disclosed in excerpts |
| RAPT Therapeutics, Inc. | Public | Director (through Jan 2025) | No LYEL-related transaction disclosed in excerpts |
| Anacor, XenoPort | Public (past) | Director | Historical only |
| Kallyope, Lycia | Private | Director | No LYEL-related transaction disclosed in excerpts |
Expertise & Qualifications
- Audit committee financial expert designation; strong capability in GAAP and financial statements .
- Biopharma leadership and board governance experience across multiple public issuers .
- Legal and business training (JD, MBA), supporting governance and risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| William Rieflin | 715,000 | * | Shares issuable upon exercise of options exercisable within 60 days of March 31, 2025; “less than 1%” denoted by “*” per proxy . |
| Shares Outstanding Reference | 295,283,653 | — | Shares outstanding as of March 31, 2025 used for percent calculations . |
- Options held (as of Dec 31, 2024): 715,000 option awards outstanding .
- Hedging/pledging: Company policy prohibits hedging, margin purchases, pledging, short sales, and speculative derivatives by directors .
Governance Assessment
- Board effectiveness: Rieflin chairs Audit and serves on Compensation, enhancing oversight of financial reporting, risk, and pay; committee activity levels (Audit 4; Compensation 6) suggest regular engagement .
- Independence and expertise: Confirmed independent; audit committee financial expert—positive for investor confidence .
- Attendance: Met ≥75% attendance threshold; overall board met eight times—adequate cadence .
- Pay structure and alignment: Mix is cash retainer plus time-based options; annual equity grants sized via Black‑Scholes caps; no director performance metrics, but option-based pay ties value to share price; change‑in‑control acceleration could be scrutinized for alignment but standard in sector .
- Ownership “skin-in-the-game”: 715,000 options exercisable within 60 days; beneficial ownership less than 1%—alignment modest; strong anti‑hedging/pledging policy mitigates misalignment risk .
- Related-party/conflicts: Proxy outlines recusal and related‑party review policies; the excerpts indicate recusals by other directors (Altos Labs) and no related‑party transactions involving Mr. Rieflin disclosed in reviewed sections—no specific conflict flags found .
- Shareholder signals: 2025 say‑on‑pay support was strong (For 160,688,745 vs Against 1,547,344; 65,697 abstentions), indicating investor acceptance of compensation governance; auditor ratification passed decisively .
RED FLAGS
- None identified for Mr. Rieflin in reviewed disclosures. Note: Director equity fully vests upon Change in Control (standard but merits monitoring) .