Leslie Williams
OCULAR THERAPEUTIXAbout Leslie J. Williams
Independent director of Ocular Therapeutix (OCUL) since March 2019; age 65; Class II director with current term expiring at the 2025 Annual Meeting. She is President & CEO and a co‑founder of hC Bioscience (since Feb 2021). Education: B.S. in Nursing (University of Iowa) and MBA (Washington University Olin). Background spans CEO roles (ImmusanT, Ventaira), venture investing (Battelle Ventures), and extensive life sciences governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ImmusanT, Inc. | Founder; President & CEO; Director | Dec 2010 – Dec 2019 | Led biotech from inception to reverse merger |
| Ventaira Pharmaceuticals, Inc. | President & CEO; Director | 2004 – 2008 | Specialty pharma leadership |
| Battelle Ventures | Venture Partner | Prior role (years not specified) | Early‑stage life sciences investing |
| Hepregen Inc. | Director | 2010 – 2013 | Drug screening products oversight |
| CDI Bioscience, Inc. | Director | 2006 – 2010 | Cell-line engineering/CMO governance |
| The Capital Network (non-profit) | Director | 2010 – 2016 | Entrepreneur education |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| hC Bioscience, Inc. | President & CEO; Director | Feb 2021 – Present | Co‑founder |
| Windtree Therapeutics (public) | Director | Feb 2021 – Aug 2024 | Public biotech board service |
| Biotechnology Innovation Organization (BIO) | Director | Feb 2024 – Present | Industry trade group board |
| MassBio (non-profit) | Director | Current | Represents 1,700 biopharma companies |
| Make‑A‑Wish MA & RI | Director | Current | Non‑profit governance |
| University of Iowa; University of Virginia | Entrepreneur‑in‑Residence | Current | Innovation mentorship |
| Accelerator Life Science Partners | Operating Partner | Current | Company‑building/investing |
Board Governance
- Committee assignments (current):
- Audit Committee member; Audit met 6 times in 2024. Ms. Williams serves alongside Chair Merilee Raines and Charles Warden; committee composition meets Nasdaq/SEC independence standards.
- Compensation Committee member (with Charles Warden, Chair; and Richard L. Lindstrom, M.D.). The Compensation Committee is composed of independent directors per Nasdaq Rule 5605(d)(2). In 2023, the committee met 7 times.
- Board structure: Classified board; Ms. Williams is Class II (term ending at 2025 Annual Meeting).
- Independence: The company states Audit and Compensation Committees meet independence requirements, and Ms. Williams serves on both committees.
Fixed Compensation
- Non‑employee director cash fee policy:
- 2024: Base retainer $50,000; Lead Independent Director/Chair +$35,000; Audit member +$10,000 (Chair +$20,000); Compensation member +$7,500 (Chair +$15,000); Nominating member +$5,000 (Chair +$10,000).
- 2025 adjustments: Lead Independent/Chair fee to $30,000 (equity initial award sizes also increased—see Performance Compensation).
| Director Cash Compensation | 2022 | 2023 |
|---|---|---|
| Leslie J. Williams – Fees Earned or Paid in Cash ($) | 62,323 | 67,500 |
Performance Compensation
- Equity design (directors): Annual grant = option to purchase 36,000 shares + RSU for 12,000 shares; vests 100% on first anniversary or immediately before the next annual meeting. Initial grant for new directors = option 72,000 + RSU 24,000; vests in three equal annual installments. Options have 10‑year term at grant FMV.
- 2024 grants: All continuing directors (including Ms. Williams) received option 36,000 + RSU 12,000 on July 24, 2024 (one‑year vesting).
- 2025 initial grant sizes increased to option 88,000 + RSU 28,000 for new directors (policy change).
| Equity Awards (Fair Value or Shares) | 2022 | 2023 | 2024 (Shares) |
|---|---|---|---|
| Stock Awards ($) – Williams | 30,640 | 63,720 | RSU: 12,000 granted 7/24/24; 100% one‑year vest |
| Option Awards ($) – Williams | 60,522 | 129,888 | Option: 36,000 granted 7/24/24; 100% one‑year vest |
No performance metrics apply to director equity; vesting is time‑based (no TSR/financial conditions).
Other Directorships & Interlocks
| Company | Public/Private | Role | Period |
|---|---|---|---|
| Windtree Therapeutics | Public | Director | Feb 2021 – Aug 2024 |
No disclosed interlocks with OCUL competitors, suppliers, or customers in the extracted materials.
Expertise & Qualifications
- Executive leadership across biotech/med‑tech; governance and strategy experience; medical technology development and industry networks.
- Committee experience on Audit and Compensation; Audit Committee has oversight of risk (including cybersecurity) and related‑party reviews; Compensation Committee oversees clawback policies.
Equity Ownership
| Holding Type | Quantity | As‑of Date | Notes |
|---|---|---|---|
| Stock Options (unexercised) | 170,800 | Dec 31, 2024 | Director awards outstanding |
| RSUs (unvested) | 12,000 | Dec 31, 2024 | Annual RSU award outstanding |
The 2024 annual awards (option 36,000; RSU 12,000) were granted on July 24, 2024 with one‑year vesting; holdings above reflect aggregate outstanding as of 12/31/24. Beneficial ownership share count/percent not captured in the extracted sections.
Governance Assessment
- Board effectiveness and independence: Serving concurrently on Audit and Compensation signals strong governance involvement; committees meet Nasdaq/SEC independence standards. Her operating CEO experience in biotech complements OCUL’s therapeutic focus; risk oversight and compensation governance experience are positives for investor confidence.
- Alignment and incentives: Cash/equity mix for directors is balanced; meaningful annual equity with time‑based vesting aligns directors with shareholders without encouraging undue risk. 2023 mix for Williams: cash $67,500; stock $63,720; options $129,888.
- Workload/overboarding: One public company directorship in the last five years (Windtree; ended Aug 2024) plus CEO role and non‑profit/industry boards—reasonable load, though continued monitoring of time commitments is prudent.
- Conflicts/related parties: Audit Committee oversees related‑party transactions; no Williams‑specific related‑party transactions identified in the extracted proxy content.
- Say‑on‑pay context: 2023 say‑on‑pay received over 70% support, indicating acceptable investor sentiment toward compensation governance at OCUL.
RED FLAGS: None identified for Williams in the extracted materials (no pledging/hedging disclosures, no attendance shortfalls, no related‑party exposure found). Continue to monitor any new public company roles, equity award modifications, or related‑party disclosures in future filings.