Edward Williams
About Edward Williams
Edward “Eddie” Williams, age 69, is an independent Class I director of BiomX Inc. (PHGE), serving since October 2023; his current term runs through the 2027 annual meeting . He brings more than four decades of biopharma commercial leadership, including senior roles at Novo Nordisk and Novartis, and holds a B.S. in Biology and Chemistry (Marshall University and Grambling State University) . The Board has determined he is independent under NYSE American and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ascendis Pharma (ASND) | Special Advisor to CEO; Interim Chief Commercial Officer | Mar 2020 – Sep 2022 | Commercial strategy and launch execution . |
| Novo Nordisk, Inc. (NVO) | SVP & GM, US BioPharmaceuticals | 2006 – Jan 2017 | Led U.S. commercial operations . |
| Novartis Pharmaceuticals | VP Sales, Respiratory & Dermatology BU | 2003 – 2006 | Commercial leadership . |
| Pharmacia & Upjohn (Upjohn/Searle) | VP Sales; Regional VP Sales, Northeast | 1981 – 2003 | U.S. sales leadership through merger integration . |
External Roles
| Organization | Type | Role | Tenure | Notes |
|---|---|---|---|---|
| BioAtla, Inc. (BCAB) | Public | Director | Dec 2021 – Present | Oncology biotech board service . |
| Catalyst Biosciences (CBIO/GYRE) | Public | Director | Jan 2018 – Dec 2022 | Exited board in 2022 . |
| Boone Memorial Health | Non-profit | Director | n/a | Healthcare board service . |
| Innovative Hematology, Inc. | Non-profit | Director | n/a | Healthcare board service . |
Board Governance
- Structure and independence: PHGE has a classified board with three-year staggered terms; Williams is Class I, term expiring 2027 . The board has an independent Chair (Dr. Russell Greig) and separates Chair/CEO roles . Williams is considered independent .
- Committees: Williams serves on the Audit Committee; he is not a chair and not designated the financial expert (Audit Chair and financial expert: Susan Blum) .
- Meetings and attendance: In 2024, the Board held 22 meetings; all incumbent directors (including Williams) attended at least 75% of Board and applicable committee meetings . Audit/Comp/Nominating held 6/2/2 meetings in 2024, respectively .
- Executive sessions: Independent directors met in executive session 6 times in 2024 .
Fixed Compensation
- Director compensation policy (cash): Annual retainer $35,000; additional annual retainers: Audit member $7,500, Compensation member $5,000, Nominating member $4,000; committee chairs receive $15,000 (Audit), $10,000 (Comp), $8,000 (Nom); Board Chair retainer $100,000 (inclusive) .
- Williams’ actual 2024 director compensation: | Year | Cash Fees ($) | Option Awards (Grant-date FV, $) | Total ($) | |---|---:|---:|---:| | 2023 | 7,704 | 1,085 | 8,789 | | 2024 | 40,975 | 19,856 | 60,831 |
- Mix (2024): Cash 40,975 (≈67%), Options 19,856 (≈33%); underlying values from table above . Options vest 25% at 1-year and quarterly thereafter; paid quarterly in cash .
Performance Compensation
| Component | Terms | Metrics/Targets |
|---|---|---|
| Annual director equity | Stock options; typical grants in 2024: 17,600 options to continuing non-employee directors; 26,400 to newly appointed; 35,200 to Board Chair; vest 25% at 1-year then 12 quarterly installments; acceleration upon change in control plus end of director’s service | No performance metrics disclosed for director equity (time-based vesting only) . |
Other Directorships & Interlocks
- Current public board: BioAtla (BCAB) .
- Prior public board: Catalyst Biosciences (CBIO/GYRE) .
- Identified interlocks: None disclosed with PHGE’s customers, suppliers, or competitors; board independence affirmed annually .
Expertise & Qualifications
- Commercial and launch execution expertise across large-cap pharma and growth biotechs; successful pre-launch and commercialization track record cited by PHGE .
- Governance: Audit Committee member; independence under NYSE American and SEC standards .
- Education: B.S. in Biology and Chemistry (Marshall University; Grambling State University) .
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | % of Outstanding | Notes |
|---|---|---|---|
| Mar 20, 2025 | 1,537 | <1% | As reported in 10-K ownership table . |
| Aug 22, 2025 | 7,550 | <1% | Represents options exercisable within 60 days; shares outstanding 26,554,887 . |
| Dec 31, 2024 (options status) | 21,700 (granted); 1,025 (vested/exercisable) | n/a | Director option rollforward for Edward Williams . |
- Pledging/hedging: Company policy prohibits pledging and hedging by insiders; no pledging by Williams disclosed .
Governance Assessment
-
Positives
- Independent director with deep commercial expertise; serves on Audit Committee, underpinning financial oversight .
- Attendance threshold met (≥75%); Board held 22 meetings in 2024; independent directors held six executive sessions, supporting robust oversight .
- Director pay structure leans to equity via options, aligning with shareholders; clear vesting and quarterly cash cadence .
- Change-in-control twin-trigger acceleration for director options provides retention while mitigating single-trigger concerns .
-
Watch items / potential red flags
- Classified board structure (staggered three-year terms) can be viewed as entrenching; Williams’ Class I term runs to 2027 .
- Company disclosed late Section 16 filings, including a Form 4 for Eddie Williams filed two days late on April 18, 2025 (due April 16) .
- 2023 option repricing/option exchange occurred at the company level (employees under legacy plan) and the Compensation Committee engaged Aon for advice; while not tied to Williams’ awards, option modifications can draw scrutiny from some investors .
- Director annual meeting attendance: only the CEO attended the 2024 annual meeting; others (including Williams) did not, and the company has no attendance policy—this may be viewed as lower investor engagement .
Insider Trades and Section 16 Compliance
| Filer | Form | Filing Date | Due Date | Note |
|---|---|---|---|---|
| Edward (“Eddie”) Williams | Form 4 | Apr 18, 2025 | Apr 16, 2025 | Filed late per company disclosure . |
Director Compensation Policy Detail (Reference)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | 35,000 | Paid quarterly . |
| Committee member retainers | Audit: 7,500; Comp: 5,000; Nominating: 4,000 | Additional to base retainer . |
| Committee chair retainers | Audit: 15,000; Comp: 10,000; Nominating: 8,000 | Annual . |
| Equity | Annual stock options | 2024 structure: 17,600 (continuing), 26,400 (new), 35,200 (Chair); 25%/1-yr then quarterly vest . |
Appendix: Board and Committees Snapshot (2024 activity)
| Committee | Members | Chair | Meetings (2024) |
|---|---|---|---|
| Audit | Susan Blum; Russell Greig; Edward Williams | Susan Blum | 6 . |
| Compensation | Russell Greig; Alan Moses; Jonathan Leff | Alan Moses | 2 . |
| Nominating & Corporate Governance | Jesse Goodman; Russell Greig; Gregory Merril | Russell Greig | 2 . |
Notes:
- Board meetings in 2024: 22; ≥75% attendance by incumbents .
- Independent directors met in executive session 6 times in 2024 .
- Independence affirmed for Williams under NYSE American/SEC rules .