Donald Williams

About Donald Williams

Donald Williams (age 65) is an independent director of Palisade Bio, Inc., serving on the board since April 2021 and becoming Chairman of the Board in February 2024. He is a former partner and National Life Sciences Leader at Grant Thornton LLP and spent over 20 years as a partner at Ernst & Young LLP. He holds a B.A. in Accountancy from Southern Illinois University and completed the director education and certification program at UCLA Anderson School of Business . He is designated by the board as an “audit committee financial expert” .

Past Roles

External Roles

Board Governance

• Independence and leadership: The board affirmatively determined Williams is independent; he serves as independent Board Chair (appointed Feb 2024) .
• Committee assignments (2024): Audit Committee Chair; Compensation Committee member; Governance & Nominating Committee Chair .
• Financial expertise: Designated “audit committee financial expert” by the board .
• Attendance and engagement: In 2023 the board met 7 times; except for two directors who resigned in Feb 2024, all directors attended at least 75% of meetings—indicating Williams met or exceeded 75% attendance. Independent directors also held 5 executive sessions in 2023 .
• Say-on-pay signal: 2023 say-on-pay approval was 57.45% (low support), which the Compensation Committee reviewed while maintaining its approach; this is a governance signal for investor sentiment .

Fixed Compensation

• Policy (amended Feb 22, 2023) for non-employee directors:
  • $40,000 annual cash retainer .
  • Additional retainers: Board Chair $35,000; Audit Chair $20,000; Compensation Chair $15,000; Governance Chair $10,000; Committee member fees: Audit $10,000; Compensation $7,500; Governance $5,000 .
  • Equity for directors is granted ad hoc (options and/or RSUs) to manage dilution; expenses reimbursed .

Performance Compensation

• Structure: Non-employee director equity is time-based (no explicit performance metrics). The Compensation Committee uses an ad hoc policy for equity mix/size to balance retention and dilution . 2023 director option awards vest in full on the one-year anniversary and have 10-year terms .
• 2023 equity detail for Williams:
  • RSUs: 340 (June 11, 2023) and 388 (Nov 21, 2023) .
  • Options: 810 (June 11, 2023) @ $24.00; 458 (Nov 21, 2023) @ $8.85; both vest fully in 1 year; 10-year term .
• 2025 awards and plan events (recent):
  • Phantom Units: Grant of 64,400 phantom units on Sept 4, 2025 (Form 4) .
  • Phantom Unit Plan terminated Oct 22, 2025; the 8-K specifies termination of unvested phantom units for certain officers; it does not explicitly address director grants in that paragraph, but the plan itself was terminated .
  • RSUs: Initial Form 4 reported 1,538,700 RSUs granted Oct 6, 2025; a Form 4/A amendment filed Nov 6, 2025 reported 182,000 RSUs (correction) .

No director-specific performance metrics are disclosed; equity is predominantly time-based. Executive bonus metrics in 2023 were linked to clinical development, financial position, and corporate operations, but those apply to executives, not directors .

Other Directorships & Interlocks

No interlocks or related-party dealings involving Williams are disclosed in the proxy’s related party transactions section (other items detailed there do not involve him) .

Expertise & Qualifications

• Audit and financial reporting leadership; designated as Audit Committee Financial Expert .
• Extensive life sciences, public company board experience .
• Formal director education (UCLA Anderson) .

Equity Ownership

Recent Insider Trades (Form 4)

Note: On Oct 22, 2025, Palisade terminated its Phantom Unit Plan, explicitly canceling certain officer awards; the 8-K does not specify director awards, but the plan itself was terminated .

Director Compensation Policy and 2023 Grants (Detail)

Governance Assessment

• Strengths:
  • Independent Board Chair with substantial audit and life sciences expertise; designated audit committee financial expert—supports oversight of controls, audit quality, and financing/investor dialogues .
  • Holds key governance roles (Audit Chair; Governance & Nominating Chair) with documented committee activity and charters; independent status affirmed by the board .
  • Attendance: ≥75% attendance in 2023; independent directors met in executive session five times, evidencing engagement .
  • Hedging/pledging prohibited by policy, aligning insider incentives with shareholder interests .
• Watch items / RED FLAGS:
  • 2023 say-on-pay received 57.45% support—below typical comfort levels—indicating shareholder concerns about compensation structure or outcomes; board should demonstrate responsive engagement and any program changes in future disclosures .
  • 2025 equity awards: large RSU grant initially reported and later amended (1,538,700 → 182,000 RSUs) plus a phantom unit grant amid a plan that was terminated weeks later—investors may scrutinize calibration, vesting, and alignment of director equity during a period of capital structure changes and potential dilution .
  • Capital structure sensitivity: 2025 special meeting proposals sought approval for issuance of up to 8,637,810 new warrant shares and increased authorized shares (280M→300M), highlighting dilution risk and financing reliance; oversight of shareholder impact is critical .
• Related-party/conflict check: No related-party transactions disclosed involving Williams beyond standard director compensation .

Additional Context

• 2025 Annual Meeting results: Williams was re-elected on Oct 17, 2025 (641,789 for; 94,742 withheld) .
• Board declassification: Board declassified in Feb 2024; all directors (other than the preferred appointee) stand for annual election, improving accountability .