Robert J. Wills
About Robert J. Wills
Robert J. Wills, age 71, is the Independent Chair of the Board at Milestone Pharmaceuticals (MIST), serving since October 2020. He sits on the Audit Committee and chairs the Nominating and Corporate Governance Committee. Wills brings 35+ years in pharma, including VP, Alliance Manager at Johnson & Johnson (2002–2015) and prior roles at Hoffmann-La Roche; he holds a BS in Biochemistry (University of Wisconsin), MS in Pharmaceutics (University of Wisconsin), and PhD in Pharmaceutics (University of Texas) . He is independent under SEC/Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Vice President, Alliance Manager | 2002–2015 | Led major global alliances; late-stage development/regulatory oversight |
| Hoffmann-La Roche | Executive (role not specified) | Not disclosed | Pharma development experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alpha Cognition Inc. (Nasdaq: ACOG) | Director | Since Apr 2025 | Neurology; appointed 2025 |
| Oncternal Therapeutics (Nasdaq: ONCT) | Director | Since 2019 | Oncology board experience |
| CymaBay Therapeutics (Nasdaq: CBAY) | Director | 2015–2024 | Board tenure ended upon Gilead acquisition |
Board Governance
- Independence and leadership: Independent Chair with authority over agendas, materials, and executive sessions; structure separates Chair and CEO to enhance oversight .
- Committees: Member, Audit Committee (chair: Michael Tomsicek; all members independent; Tomsicek designated audit committee financial expert) ; Chair, Nominating & Corporate Governance Committee (members Giles, Duty; all independent) .
- Attendance and engagement: Board met 19 times in 2024; Wills had 100% Board and 100% committee attendance; overall Board average 99% and committee average 93% attendance .
- Executive sessions and policies: Regular executive sessions of independent directors; prohibition on insider pledging and margin purchases .
- Board refresh context: 2024 cooperation agreement with Alta Fundamental Advisers added Duty, Papa, Saik (signal of investor engagement); Wills not party to the agreement .
Fixed Compensation
Director cash retainer policy (current as disclosed) and Wills’ FY2024 cash fees:
| Component | FY 2024 Amount ($) |
|---|---|
| Board of Directors annual retainer | 42,500 |
| Board Chair additional annual retainer | 30,000 |
| Audit Committee member retainer | 10,000 |
| Nominating & Corporate Governance Committee member retainer | 5,000 |
| Nominating & Corporate Governance Committee Chair additional retainer | 5,000 |
| Total cash fees earned | 92,500 |
Notes:
- Retainers paid quarterly in arrears; prorated for partial service .
- No separate per-meeting fees disclosed .
Performance Compensation
- Option awards (grant-date fair value, ASC 718): $42,642 in FY2024 .
- Options outstanding (as of Dec 31, 2024): 160,000 options for Wills .
- Award design and vesting:
- Initial director grant: option to purchase 80,000 shares, vests monthly over 3 years .
- Annual director grant at annual meeting: option to purchase 40,000 shares, vests in 12 equal monthly installments and fully vests by next annual grant; accelerates on change-in-control; strike price equals fair market value on grant date .
| Instrument | Terms | Performance Metrics |
|---|---|---|
| Initial director option grant | 80,000 options; 36-month monthly vesting; FMV strike; service-based | None (time-based) |
| Annual director option grant | 40,000 options; 12-month monthly vesting; full vest by next annual grant; change-in-control acceleration; FMV strike | None (time-based) |
Year-over-year mix (Wills):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | 86,500 | 92,500 |
| Option awards ($) | 90,265 | 42,642 |
| Total ($) | 176,765 | 135,142 |
Observation: 2024 total compensation decreased vs 2023 due to lower option grant fair value; cash fees rose in line with chair and committee roles .
Other Directorships & Interlocks
| Company | Board Role | Committee Roles (if disclosed) | Notes |
|---|---|---|---|
| Alpha Cognition (ACOG) | Director | Not disclosed | Appointed 2025 |
| Oncternal Therapeutics (ONCT) | Director | Not disclosed | Since 2019 |
| CymaBay Therapeutics (CBAY) | Director | Not disclosed | 2015–2024; acquired by Gilead |
- Compensation Committee interlocks: Company discloses no interlocks or insider participation on its Compensation Committee .
Expertise & Qualifications
- Drug development lifecycle oversight, global strategic alliances, regulatory strategy, and competitive assessment expertise from J&J and Roche .
- Advanced technical education (PhD in Pharmaceutics) aligned with MIST’s therapeutic focus .
- Public company governance experience across multiple biopharma boards .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Options Outstanding |
|---|---|---|---|
| April 15, 2025 | 175,000 | <1% | 160,000 (as of Dec 31, 2024) |
Citations: beneficial ownership and % based on 53,464,273 shares outstanding ; options outstanding .
Policy signals: Insiders are prohibited from pledging company securities or purchasing on margin; hedging restricted by Insider Trading Policy .
Governance Assessment
-
Strengths
- Independent Chair with clear authority; separation from CEO enhances oversight rigor .
- Strong engagement: 100% attendance by Wills at Board and committees; Board held 19 meetings in 2024; high overall attendance .
- Committee roles: Chair of Nominating & Corporate Governance; member of Audit; complements skillset with audit oversight while audit chair is an SEC-defined financial expert .
- Alignment mechanisms: Annual and initial option grants, service-based vesting, and change-in-control acceleration standardize director equity; insider pledging/hedging prohibited, improving alignment quality .
-
Watch items
- Multi-board commitments (Alpha Cognition, Oncternal; CymaBay historic) warrant ongoing time-commitment monitoring, particularly given chair and committee duties at MIST .
- Director equity is exclusively options (no RSUs/PSUs), so alignment is primarily through time-vested options rather than explicit performance metrics; ensure equity sizing remains appropriate as policies evolve .
- Board refresh via investor cooperation (Alta Fundamental Advisers) indicates responsiveness; monitor stability and effectiveness of refreshed committee compositions and governance cadence .
-
RED FLAGS
- No pledging/hedging allowed; no director-related party transactions identified in the reviewed disclosures; Compensation Committee disclosed no interlocks (reduces conflict risk) .
- No anomalies in attendance or cash/equity mix disclosed for Wills; compensation consistent with policy components .
Overall inference: Wills’ governance profile supports investor confidence—independent chairmanship, perfect attendance, and deep pharma alliance experience. The equity design is time-based options without performance metrics; continued scrutiny of equity sizing and aggregate external board commitments is prudent .