William Heiden
MACROGENICSAbout William Heiden
William Heiden, age 65, is the independent Chair of MacroGenics’ Board of Directors (since May 2022) and brings 35+ years of biopharma leadership across commercial and development-stage companies; he is also designated an Audit Committee Financial Expert. He holds an MBA (Cornell), a Master’s in International Management (University of Louvain, Belgium), and a BA in Finance (University of Florida). The Board affirms his independence; independent directors meet in executive session regularly. He is standing for re‑election as a Class III director to a term ending at the 2028 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMAG Pharmaceuticals | President & CEO; Director | May 2012 – Jan 2020 | Built a diverse portfolio of commercial and development-stage products. |
| Genzyme Transgenics Company (GTC) | President & CEO | Jun 2010 – May 2012 | Company later acquired by LFB S.A. |
| Elixir Pharmaceuticals | President & CEO; Director | 2004 – 2008 | Venture-backed; led company operations. |
| Praecis Pharmaceuticals | President & COO | 2002 – 2004 | Company later acquired by GSK. |
| Schering‑Plough (now Merck) | Various roles of increasing responsibility | 1987 – 2002 | Managed businesses across U.S., Europe, Canada. |
External Roles
| Organization | Type | Role | Committees/Notes |
|---|---|---|---|
| Atara Biotherapeutics, Inc. | Public company | Director | Current public directorship. |
| Third Pole Therapeutics | Private company | Director | — |
| CoreA Therapeutics | Private company | Director | — |
| Boston Collegiate Charter School | Non‑profit | Board member | — |
No related‑party transactions requiring disclosure since Jan 1, 2023; Compensation Committee Interlocks report no interlocks requiring disclosure.
Board Governance
- Board leadership: Independent, non‑employee Chair (Heiden); CEO role separated from Chair consistent with best practices.
- Independence: All directors except the CEO are independent; Heiden is independent.
- Committee assignments:
- Human Capital Management Committee (HCMC): Chair (independent; Rule 10C‑1 compliant).
- Audit Committee: Member; designated Audit Committee Financial Expert.
- Attendance and engagement: In 2024, the Board met 13 times; all directors attended ≥75% of Board and committee meetings and all attended the 2024 Annual Meeting.
Fixed Compensation
| Component (Director Program) | Amount/Terms |
|---|---|
| Annual Board retainer | $45,000 (non‑employee directors) |
| Additional retainer for non‑employee Chair | $35,000 |
| Committee retainers (Member / Chair add’l) | Audit: $10,000 / $20,000; HCMC: $7,500 / $15,000; N&CG: $5,000 / $10,000; Science & Tech: $10,000 / $20,000. |
| Payment form | Quarterly, at director election in cash or stock options (Black‑Scholes valuation). |
| Special assignment (Heiden) | Additional monthly retainer of $29,000 for interim responsibilities (Jun–Sep 2024); Board affirmed no impact on independence. |
| William Heiden – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 216,583 |
| Stock Awards (RSUs) | 27,690 |
| Option Awards | 60,443 |
| Total | 304,716 |
Performance Compensation
| Equity Structure (Directors) | 2024 Terms | 2025 Update | Vesting |
|---|---|---|---|
| Annual Option Grant | 16,500 options (program level) | 22,000 options (program level) | Options: monthly vesting (1/12 for annual; 1/36 for initial). |
| Annual RSU Grant | 6,500 RSUs (program level) | 3,750 RSUs (program level) | RSUs: annual vest; annual grant vests after one year (or day prior to next AGM). |
| Heiden 2024 Grants/Values | 6,500 RSUs granted May 21, 2024; value $27,690 at $4.26; option grant fair value $60,443 | — | Time‑based vesting only (no performance metrics disclosed for director equity). |
Plan governance: No single‑trigger vesting on change in control; repricing prohibited without shareholder approval; dividends/dividend equivalents not paid on unvested awards; clawback policy (2021) applies to awards granted, consistent with SEC rules; no discounted options.
Other Directorships & Interlocks
| Person | External Board | Interlock/Conflict Notes |
|---|---|---|
| William Heiden | Atara Biotherapeutics (public) | No related‑party transactions disclosed; no Compensation Committee interlocks disclosed in 2024. |
Expertise & Qualifications
- Audit Committee Financial Expert; financially sophisticated under Nasdaq rules.
- Deep operating experience as CEO/President across multiple biopharma companies; strong dealmaking background.
- Governance: Independent Chair; leads HCMC; experienced in executive compensation oversight.
- Education: MBA (Cornell), Master’s in International Management (University of Louvain), BA Finance (University of Florida).
Equity Ownership
| Beneficial Ownership (as of Mar 24, 2025) | Shares |
|---|---|
| Common Stock Owned | 4,500 |
| Shares Issuable within 60 Days (options/RSUs) | 78,000 |
| Total Beneficial Ownership | 82,500 |
| Percent of Outstanding | <1% |
| Outstanding Awards (as of Dec 31, 2024) | Units |
|---|---|
| Unvested RSUs | 6,500 |
| Shares Subject to Outstanding Options | 71,500 |
Pledging/hedging: No pledging or hedging disclosures; no related‑party transactions since Jan 1, 2023.
Governance Assessment
- Positives
- Independent Chair with deep operating track record and finance expertise improves board oversight and succession/compensation rigor.
- Strong attendance and engagement culture; all directors ≥75% attendance and full AGM attendance in 2024.
- High shareholder support for say‑on‑pay (95.7% in 2024; 88.9% in 2023), indicating alignment with investor expectations.
- No related‑party transactions; robust plan features (no single‑trigger, anti‑repricing, clawback) reduce governance risk.
- 2025 director equity mix shifts toward options and fewer RSUs, increasing pay‑for‑performance leverage.
- Watch items / potential red flags
- Role concentration: Heiden is Board Chair, HCMC Chair, and Audit Committee member (and financial expert), centralizing influence—mitigated by full Board independence (except CEO) and standard committee compositions.
- Special monthly retainer ($29,000 for Jun–Sep 2024) for interim responsibilities is unusual; Board determined it did not affect independence. Investors may monitor future instances for precedent.
Director Compensation Detail (Program Reference)
| Fee Component | Amount |
|---|---|
| Board Retainer (Non‑Employee) | $45,000 |
| Chair Add’l Retainer (if non‑employee) | $35,000 |
| Audit Committee (Member / Chair add’l) | $10,000 / $20,000 |
| Human Capital Mgmt (Member / Chair add’l) | $7,500 / $15,000 |
| Nominating & Corporate Governance (Member / Chair add’l) | $5,000 / $10,000 |
| Science & Technology (Member / Chair add’l) | $10,000 / $20,000 |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: 95.7% support in 2024 for FY2023 compensation (strong support); 88.9% in 2023.
- Director compensation reviewed annually using peer data and independent consultants (Compensia; Alpine Rewards).
Related‑Party & Conflicts
- No related‑party transactions since Jan 1, 2023; Audit Committee pre‑approves and oversees related‑party matters per policy.
- Human Capital Committee interlocks: None requiring disclosure.