Philip Gotwals
About Philip J. Gotwals, Ph.D.
Independent director at OmniAb (OABI); age 62; appointed in 2025. He is a Partner at RedSky Partners and previously served as Global Head of Business Development & Licensing at Novartis Institutes for BioMedical Research (NIBR), with earlier leadership roles at Altus Pharmaceuticals and Biogen Idec. Education includes BA biology (Amherst), PhD genetics (UC Berkeley), postdoctoral research (MIT), and business training at Harvard Business School; he has published extensively in integrin biology. Tenure on OmniAb’s board began in 2025; independence affirmed under Nasdaq rules (independent of management) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis Institutes for BioMedical Research (NIBR) | Global Head of Business Development & Licensing | Nov 2019 – Oct 2023 | Oversaw BD across disease areas and platforms |
| NIBR | Global Head, Search & Evaluation, BD&L | Jun 2017 – Nov 2019 | Led opportunity sourcing and evaluation |
| NIBR | Executive Director, Oncology/Immuno-Oncology Research | Sep 2010 – Jun 2017 | Oncology/IO research leadership |
| NIBR | Executive Director & Franchise Head, Oncology | Apr 2009 – Aug 2010 | Oncology franchise lead |
| Altus Pharmaceuticals | Vice President, Program Management | 2006 – 2009 | Product development/project management |
| Biogen Idec | Senior Director, Program & Alliance Management (progressive roles) | 1994 – 2006 | Program and alliance management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RedSky Partners, LLC | Partner | Since Nov 2023 | Advisory services to biotech in corporate strategy and BD |
| Capricor Therapeutics, Inc. | Director | Current | Public company directorship |
Board Governance
- Committee assignments: Member, Human Capital Management & Compensation Committee (HCMCC); Member, Science & Technology Committee .
- Independence: Board determined all directors other than CEO (Matthew Foehr) and Board Chair (John Higgins) are independent; Gotwals is independent .
- Attendance baseline: In 2024, board held 5 meetings; all incumbent directors attended at least 75% of board and committee meetings (Gotwals joined in 2025; individual 2025 attendance not disclosed) .
- Committee independence: 100% of committees are composed of independent directors .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non-employee director) | $50,000 | No meeting fees; directors may elect cash or vested shares |
| HCMCC Membership Fee | $7,500 | Member retainer (Chair is $15,000) |
| Science & Technology Committee Membership Fee | $7,500 | Member retainer (Chair is $15,000) |
| Board Chair Premium | $30,000 | Not applicable to Gotwals (Higgins is Chair) |
| Expense Reimbursement | N/A | Reimbursed for service-related expenses |
Performance Compensation
| Award Type | Standard Grant Size | Vesting | Other Terms |
|---|---|---|---|
| Initial RSU Grant (new director) | 40,000 RSUs | 3 equal annual installments (years 1–3) | Vests fully on change in control under 2022 Plan |
| Initial Stock Option Grant (new director) | 80,000 options | Options exercisable per plan; vest over three years in equal annual installments | Exercise price at fair market value on grant date; post-service exercise up to earlier of 3 years or original expiration |
| Annual RSU Grant | 20,000 RSUs | Vests in full at earlier of next annual meeting or 1-year anniversary | Change-in-control full vest |
| Annual Stock Option Grant | 40,000 options | Same schedule as annual RSU vesting | Exercise price at market; same post-service window |
No director PSUs or performance metrics are used for non-employee directors; equity awards are time-based, not performance-based .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| Capricor Therapeutics, Inc. | Director | Not disclosed | No OmniAb-related transactions disclosed involving Gotwals – |
- Compensation Committee Interlocks (2024): The HCMCC comprised Steve Love, Carolyn R. Bertozzi, and Sarah Boyce; no interlocks/insider participation disclosed. Gotwals joined the committee in 2025 (no interlock disclosure naming him) .
Expertise & Qualifications
- 30 years in biopharma across R&D, BD&L, product development, and therapeutic strategy .
- Advanced scientific credentials: PhD genetics (UC Berkeley), postdoc MIT; publications in integrin biology .
- Business training at Harvard Business School; demonstrated licensing/BD leadership at NIBR .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 23, 2025) | No shares reported; less than 1% of outstanding |
| Ownership Guidelines | Directors must own shares valued at ≥3x annual retainer within 5 years |
| Compliance Window | As a 2025 appointee, has until April 2030 to meet guidelines |
| Pledging/Hedging | Prohibited for directors (no pledging, hedging, margin purchases, short sales, or derivatives in company stock) |
Governance Assessment
- Alignment and incentives: As a new independent director, Gotwals had no reported beneficial ownership at the record date, but the director compensation policy provides sizable initial and annual equity grants with clear vesting schedules, and ownership guidelines require 3x retainer within five years, supporting future alignment; pledging/hedging are prohibited—a positive governance control .
- Board effectiveness: His deep BD&L and oncology/IO R&D background strengthens oversight of partnerships and pipeline strategy via the Science & Technology Committee; HCMCC membership adds experience in compensation design and human capital oversight .
- Independence and oversight: Independence affirmed; committees are fully independent; separation of Chair and CEO maintained (Chair is not independent), with majority-independent board—adequate checks, though Chair non-independence is a modest governance consideration .
- Related-party/Conflict review: Proxy discloses related-party transactions (e.g., Photinia agreement linked to another director), but none involving Gotwals; audit committee oversees related-party approvals per policy—no disclosed conflicts tied to Gotwals –.
- Attendance/engagement signals: 2024 attendance threshold met by incumbents; individual 2025 attendance for Gotwals not disclosed yet. Lack of a formal annual meeting attendance policy noted, though at least one director attended in 2024 .
RED FLAGS
- Early-stage alignment: No reported beneficial ownership as of record date; monitor accumulation versus guideline (deadline April 2030) .
- Chair non-independence: Board Chair (Higgins) is not independent; ensure strong lead independent director practices and robust committee independence to mitigate .
Strong Signals
- Prohibitions on pledging/hedging and clawback compliance under Nasdaq standards reflect shareholder-friendly controls .
- Use of independent compensation consultant (Alpine) for exec and director pay oversight via HCMCC supports process quality (committee-level, though not specific to Gotwals) –.