William L. Ashton
About William L. Ashton
Independent director since September 2023; age 74. Former Fortune 100 senior executive with 35+ years in biotechnology/pharmaceuticals (Amgen leadership roles), now President of Harrison Consulting Group, LLC. Education: B.S. in Education (University of California of Pennsylvania/Penn Western) and M.A. in Education (University of Pittsburgh). The Board cites his extensive industry experience as the basis for his qualification to serve.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | Vice President of U.S. Sales; Vice President/General Manager, Corporate Accounts; Vice President, Government and Commercial Affairs | Since 1989; retirement date not disclosed | Led engagement with FDA, CMS, and advocacy groups |
| Boehringer Ingelheim | Executive (role not specified) | Not disclosed | Not disclosed |
| Warner Lambert Pharmaceuticals | Executive (role not specified) | Not disclosed | Not disclosed |
| University of the Sciences (Mayes College of Healthcare Business and Policy) | Founding Dean; Assistant Professor | 2007–2013 | Academic leadership and program founding |
| Harrison Consulting Group, LLC | President | 2013–Present | Biopharma/healthcare consulting: commercialization, payer strategy, reimbursement |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Spectrum Oncology | Chairman of the Board | Not disclosed | Publicly traded pharmaceutical company |
| Baudax Bio | Director | Not disclosed | Filed Chapter 11 on Feb 22, 2024 |
| Societal CDMO | Director | Not disclosed | Publicly traded pharmaceutical CDMO |
| Sucampo Pharmaceuticals | Director | Not disclosed | Publicly traded pharmaceutical company |
| Galena BioPharma | Director | Not disclosed | Publicly traded pharmaceutical company |
| National Osteoporosis Foundation | Board member | Not disclosed | Non-profit |
| Friends of the National Library of Medicine | Board member | Not disclosed | Non-profit |
| Medical Representatives National Certification Commission | Commissioner | Not disclosed | Professional certification body |
Board Governance
- Committee assignments: Governance Committee member; Nominating Committee member; Corporate Disclosure Committee member; not a member of Audit or Compensation Committees. Independent status confirmed. Barry Fishman chairs the Governance Committee; Robert J. Ciaruffoli is Lead Independent Director; Dr. Raza Bokhari (CEO) is non-independent Chairman.
- Director since: September 2023; Principal occupation: President, Harrison Consulting Group, LLC; Beneficial ownership: 33,750 common shares.
- Attendance: Not disclosed in the proxy.
- Governance environment: Board has seven directors (proposed to expand to eight); multiple committee charters in place; Audit oversight included auditor changes approved by Audit Committee/Board (MNP → EisnerAmper → KPMG across Dec 2024–June 2025).
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Lead Director Fee ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|---|
| 2024 | 50,000 | 0 (Ashton not a chair) | 0 (Lead Director is Ciaruffoli) | Not disclosed | 50,000 |
Notes:
- Non-executive directors were paid $50,000 annually (quarterly installments). Committee chairs received $10,000 (Audit Chair $15,000), and the Lead Director received an additional $10,000.
Performance Compensation
| Year | Option Awards ($) | RSU/PSU Awards ($) | Grant Date | Shares Granted | Strike Price | Vesting Schedule | Performance Metrics |
|---|---|---|---|---|---|---|---|
| 2024 | 30,257 | 0 (no share-based awards disclosed) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | None disclosed for non-executive directors; director comp comprises cash retainer and option awards |
Context:
- Equity Incentive Plan permits issuance of RSUs and Options under rolling/fixed 10% caps pursuant to TSXV policy; awards types available but per the 2024 director compensation table, Ashton received option-based awards only.
Policy:
- Clawback policy adopted (SEC/Nasdaq compliant) applies to incentive-based compensation for covered executives; not stated as applicable to director retainers/options.
- Directors’ service contracts: No arrangements for benefits upon termination of service as directors.
Other Directorships & Interlocks
| Company | Relationship to MDCX (supplier/customer/competitor) | Interlock/Conflict Indicator |
|---|---|---|
| Spectrum Oncology; Baudax Bio; Societal CDMO; Sucampo Pharmaceuticals; Galena BioPharma | Not disclosed | No related-party transactions disclosed in proxy |
Expertise & Qualifications
- Sector expertise: Biotechnology/biopharma/pharma executive leadership; payer strategy and commercialization consulting.
- Regulatory and policy engagement: Led government and commercial affairs at Amgen involving FDA and CMS.
- Academic leadership: Founding Dean at Mayes College (University of the Sciences, now SJU).
- Education: B.S. in Education (Penn Western University) and M.A. in Education (University of Pittsburgh).
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 33,750 | As of proxy date; used in independence assessment |
| Ownership % of outstanding | Not disclosed | Not disclosed in proxy |
| Vested vs unvested shares | Not disclosed | Not disclosed in proxy |
| Options (exercisable/unexercisable) | Not disclosed | Dollar value disclosed; contract terms not disclosed |
| Shares pledged/hedged | Not disclosed | No pledging/hedging disclosure for Ashton |
| Stock ownership guidelines | Not disclosed | Director-specific guidelines not disclosed |
Governance Assessment
- Independence and committee engagement: Ashton is an independent director with roles on Governance, Nominating, and Corporate Disclosure Committees—positions aligned with board composition, policy oversight, and disclosure controls. This suggests involvement in board renewal and governance standards rather than financial oversight.
- Pay structure and alignment: 2024 compensation was modest in cash ($50,000) with options ($30,257), aligning director incentives with shareholder outcomes; no RSUs/PSUs or performance metrics were disclosed for directors.
- Contracting and protections: No director termination benefits; clawback policy applies to executives (not directors), reducing potential shareholder-unfriendly entitlements at the board level.
- External board history: Service on multiple pharma boards provides domain expertise; note that Baudax Bio entered Chapter 11 (Feb 22, 2024), which may be viewed as a risk indicator in network analysis but does not imply misconduct.
RED FLAGS
- Prior bankruptcy involvement at an external board (Baudax Bio, Chapter 11 on Feb 22, 2024) may raise questions around risk oversight, though context is limited.
- Auditor transitions (MNP → EisnerAmper → KPMG in Dec 2024–June 2025) signal active audit oversight; frequent changes can prompt investor scrutiny of financial reporting stability.
Potential Conflicts/Related Party
- Proxy discloses no related-party transactions or director termination benefits; no conflicts specific to Ashton are disclosed.
Director Compensation Mix (2024)
- Cash retainer: $50,000; Options: $30,257; Total: $80,257. No meeting fees or RSU/PSU awards disclosed.
Lead Independent Director and Board Structure
- Lead Independent Director: Robert J. Ciaruffoli (assumes Chairman duties when conflicts arise); Chairman: Dr. Raza Bokhari (non-independent). Ashton is not Lead Independent Director.