William Chou
About William Chou
William Chou, M.D., is President, Chief Executive Officer, and a Class I director of Passage Bio, Inc. since October 10, 2022; age 52 as of March 31, 2025. He previously served as CEO of Aruvant Sciences (Nov 2019–Oct 2022) and held leadership roles at Novartis, including Global Disease Lead for Cell & Gene Therapy overseeing Kymriah’s global commercial launch; earlier, he worked at Boston Consulting Group. Dr. Chou holds an AB in politics and economics (Princeton), an MD (University of Pittsburgh), and an MBA (Yale), with residency in internal medicine at Yale New Haven Hospital and a geriatrics fellowship at Yale University . Passage Bio states executive annual bonuses are tied to R&D, regulatory, financial, and general corporate goals rather than explicit TSR or EBITDA targets; in 2024, the board awarded bonuses at 95–99% of target for named executive officers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aruvant Sciences | Chief Executive Officer | Nov 2019–Oct 2022 | Led clinical-stage gene therapy company focused on rare diseases |
| Novartis Pharma AG | Vice President; Global Disease Lead, Cell & Gene Therapy | May 2008–Oct 2019 | Oversaw global commercial launch of Kymriah; led lymphoma clinical development to US/EU/AUS/CAN/JPN approvals |
| Boston Consulting Group | Consultant (pharma strategy) | Pre-2008 | Focused on commercial and clinical pharmaceutical strategy |
External Roles
Skip – no current external public company directorships or committee roles for Dr. Chou are disclosed in the cited documents .
Fixed Compensation
Multi-year summary compensation (reported values; grant-date fair value for equity per ASC 718).
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 599,231 | 638,461 |
| Target Bonus (%) | 55% of base | 55% of base |
| Bonus Paid ($) | 330,000 | 334,400 |
| Option Awards ($, grant-date FV) | 502,815 | 646,659 |
| Stock Awards ($) | — | — |
| All Other Compensation ($) | 16,500 | 17,250 |
| Total Compensation ($) | 1,448,546 | 1,636,770 |
Notes:
- 2024 bonuses for named executive officers were determined at 95–99% of target based on corporate/personal objectives in R&D, regulatory, financial and general goals .
Performance Compensation
Annual Incentive (Cash)
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Target bonus % of base | 55% | 55% |
| Performance metrics | R&D, regulatory, financial, general corporate goals | R&D, regulatory, financial, general corporate goals |
| Payout vs target | Not specifically disclosed | Board awarded 95–99% of target for NEOs |
| Actual payout ($) | 330,000 | 334,400 |
Equity Incentives (Stock Options – Time-based)
Outstanding awards as of Dec 31, 2024.
| Grant Date | Plan | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| 10/10/2022 | 2020 EIP | 118,895 | 100,605 | 1.32 | 25% at 1-year, then 2.0833% monthly to 4 years (footnote 1) | 10/10/2032 |
| 10/10/2022 | 2021 EIP | 360,479 | 305,021 | 1.32 | 25% at 1-year, then 2.0833% monthly to 4 years (footnote 1) | 10/10/2032 |
| 03/15/2023 | 2020 EIP | 266,269 | 342,346 | 1.08 | 2.0833% monthly to 4 years (footnote 2) | 03/15/2033 |
| 03/15/2024 | 2020 EIP | 107,812 | 467,188 | 1.50 | 2.0833% monthly to 4 years (footnote 2) | 03/15/2034 |
Additional proxy disclosure notes:
- Some options elsewhere in the proxy vest 2.7778% monthly with 100% vesting on the third anniversary; vesting terms vary by grant and footnote .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (as of 3/19/2025) | 1,109,416 shares underlying options exercisable within 60 days + 8,000 shares of common stock; total deemed beneficial 1,109,416 + 8,000; 1.8% of outstanding shares (62,148,274) |
| Shares outstanding basis | 62,148,274 (Record Date) |
| Vested vs unvested (12/31/2024) | Options exercisable 853,455; unexercisable 1,215,160 (sum of grants shown above) |
| Hedging policy | Company prohibits hedging transactions by employees, officers, and directors |
| Pledging | No pledging disclosures found; not disclosed in cited documents (searched) |
| Ownership guidelines | Not disclosed in cited documents (searched) |
Reverse split mechanics affecting awards:
- Upon a reverse stock split, outstanding options and RSUs are proportionally adjusted; option share counts decrease by the split ratio while exercise prices increase proportionally (aggregate exercise cost unchanged) . As of the Record Date, company-wide 14,096,178 options and 1,250,000 RSUs were outstanding .
Employment Terms
| Term | Detail |
|---|---|
| Role start date | Appointed CEO and director effective Oct 10, 2022 |
| Employment type | At-will; base salary, discretionary annual bonus opportunity, equity awards, standard benefits |
| Severance (no change in control) | Lump-sum equal to 12 months base salary + 100% of annual target bonus for year of termination + 12 months COBRA premiums; subject to release; non-compete/non-solicit covenants apply |
| Change-in-control severance | If terminated without cause or resigns for good reason within two months prior to or 12 months post-CIC: 18 months base salary + 150% of annual target bonus + 18 months COBRA premiums; subject to release |
| Equity acceleration on CIC | If successor does not assume/substitute awards in CIC, or upon qualifying termination within the CIC window, all outstanding equity becomes fully vested/exercisable; performance conditions deemed achieved at greater of target or actual unless grant terms state otherwise |
| 280G excise tax | “Best net” cutback: receive full payments or a reduced amount to avoid excise tax, whichever yields greater net after-tax benefit (no gross-up) |
| Clawback policy | Compensation Recovery Policy adopted Oct 12, 2023 under SEC Rule 10D-1; recover incentive-based compensation paid in prior 3 years upon financial restatement |
| Insider trading policy | Prohibits trading while in possession of MNPI and prohibits hedging transactions |
Board Governance
- Dual-role implications: CEO and Chair are separate (CEO: William Chou; Chair: Maxine Gowen), which the board believes enhances accountability and independence; a lead independent director framework exists when roles combine, but currently roles are split . Dr. Chou does not receive additional director compensation for his board service (2024) .
- Committee structure: Compensation Committee (Chair: Dr. Countouriotis; members: Dr. Gowen, Dr. Porter); Audit Committee (Chair: Sandip Kapadia; members include Saqib Islam, Thomas Kassberg); Nominating & Governance Committee (Chair: Dr. Gowen; members: Dr. Porter, Dr. Sondhi). Compensation Committee engaged independent consultant Pearl Meyer; no conflicts identified .
- Board and committee activity: In 2024, the board, Audit, Compensation, and Nominating & Governance committees each held five meetings; each director other than Saqib Islam attended at least 75% of meetings of the board and committees on which they served .
Director Compensation (for context; Dr. Chou as CEO does not receive director pay)
- 2024 non-employee director program: $40,000 annual cash retainer; Chair supplements ($30,000) and committee chair/member fees; annual and initial option grants with $45,000/$90,000 grant-date values vesting per policy .
- 2025 policy: Annual cash retainer $40,000; updated chair and member fees; initial option grant value $110,000 and annual grant value $55,000; peer group caps and market-cap-based limits through 2027 .
Performance & Track Record
- 2024 bonus determination reflects achievement of corporate/personal objectives in R&D, regulatory, financial and general corporate categories (95–99% of target for NEOs) .
- No company TSR, revenue growth, or EBITDA growth metrics are disclosed as tied to Dr. Chou’s compensation in the cited proxy; equity awards are primarily time-based stock options .
Investment Implications
- Alignment: Dr. Chou’s pay mix emphasizes equity via multi-year, time-based stock options (no PSUs disclosed), creating alignment through potential upside over long-dated expirations (2032–2034) and ongoing monthly vesting; cash bonus targets are moderate (55% of base) and payout linked to operational milestones rather than market-based TSR .
- Retention risk and change-in-control economics: Severance protections are meaningful (12 months base + 100% target bonus; CIC: 18 months base + 150% target bonus) with double-trigger vesting and single-trigger acceleration upon non-assumption, reducing turnover risk but potentially increasing CIC costs; “best-net” 280G cutback avoids gross-ups, a governance positive .
- Trading signals: Beneficial ownership includes a large pool of options exercisable within 60 days (1,101,416) plus 8,000 shares, and schedules provide continuous monthly vesting; reverse stock split mechanics proportionally adjust awards and exercise prices, preserving aggregate exercise costs while altering per-share optics .
- Governance quality: Separation of Chair and CEO, independent Compensation Committee with external advisor and clawback policy, and anti-hedging policy indicate solid governance practices; no related-party transactions above disclosure thresholds were reported .