Eugene Williams
About Eugene Williams
Eugene Williams (age 65) is Chairman of the Board at ProMIS Neurosciences, serving as director since June 29, 2015; he was Chairman & CEO from Oct 2021–Sep 2022 and has served as Chairman since Sep 2022. He holds an AB in Economics from Harvard College and an MBA from Harvard Business School, with prior senior executive experience at Genzyme in drug development, commercialization, and licensing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ProMIS Neurosciences | Chairman & CEO | Oct 2021–Sep 2022 | Led transition; now Chairman since Sep 2022 |
| ProMIS Neurosciences | Chairman (non-exec) | Jul 2015–Oct 2021 | Board leadership |
| Akashi (f/k/a DART Therapeutics) | Chairman & CEO | Jun 2010–Jan 2014 | Built rare disease platform |
| Genzyme | Senior Executive | Prior to 2010 (years not specified) | Drug development, commercialization, licensing |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Autoimmunity BioSolutions (ABS) | Chief Executive Officer | Nov 2024 | Preclinical biotech in autoimmune disease |
| Acta Pharmaceuticals | SVP, Strategy | Nov 2022 | Small-molecule therapies and supplements in Alzheimer’s |
Board Governance
- Role and independence: Williams is Board Chair. He is not classified as an independent director; independent directors are identified separately (Kirwin, Mandel-Brehm, Shafmaster, Wyman) .
- Committee assignments: Williams is not listed on Audit, Compensation, or Corporate Governance & Nominating committees .
- Committee chairs and composition:
- Audit Committee: William Wyman (Chair), members Wyman, Kirwin, Mandel-Brehm .
- Compensation Committee: Maggie Shafmaster, William Wyman (members; chair not explicitly specified) .
- Corporate Governance & Nominating: Mandel-Brehm, Kirwin, Wyman .
- Lead Independent Director: Maggie (“Maggie”) K. Shafmaster .
- Attendance and engagement (FY2024):
- Board meetings held: 6; Williams attended 6 of 6. All directors attended ≥75% of board/committee meetings and attended the 2024 annual and special meetings .
Fixed Compensation
| Component | 2024 Policy/Terms | 2024 Actual (Williams) |
|---|---|---|
| Board annual cash retainer | $40,000 for board membership; additional committee chair/member retainers per policy (Audit Chair $15,000; Audit member $7,500; Comp Chair $10,000; Comp member $5,000; Nominating Chair $8,000; Nominating member $4,000) | $50,000 cash fees paid in 2024 |
| Consulting agreement | Strategic services consulting agreement starting Sep 12, 2022; service counts toward vesting of outstanding Company equity awards; $225,000 per year paid in equal monthly installments for a 3-year term (through Sep 12, 2025) | $225,000 cash consulting fees paid in 2024 |
Notes:
- Directors who are executive officers receive no additional director fees; Williams is non-executive but serves as paid consultant under a related-party agreement .
Performance Compensation
| Award | Grant date | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting/Performance |
|---|---|---|---|---|---|
| Annual non-employee director option | Policy: Annual award of 20,000 options at each annual meeting for continuing non-employee directors | 20,000 options | N/A | Included in 2024 option value below | Vests in full on earlier of 1-year anniversary or next annual meeting; time-based, not metric-based |
| Option award (Form 4) | Oct 3, 2024 | 40,000 options | $1.11 | N/A | Non-employee director grants per policy are time-based; no performance metrics disclosed |
| Option award (Form 4) | Jun 12, 2025 | 20,000 options | $0.50 | N/A | Time-based vesting per policy; no performance metrics disclosed |
| 2024 option awards (aggregate) | 2024 | — | — | $34,968 (ASC 718 fair value) | Standard director option grant; no performance metrics disclosed |
Performance metrics: The proxy discloses no TSR/revenue/EBITDA or ESG performance conditions for director equity; grants vest on time-based schedules (annual or initial/re-stake) .
Acceleration/Change-in-control: At the board’s discretion, non-employee director awards may fully accelerate upon a “Triggering Event” as defined in the plan .
Plan repricing authority: The 2025 Stock Option & Incentive Plan authorizes the Administrator to reduce exercise prices or reprice via cancellation and re-grants (a governance risk if applied to directors/executives) .
Other Directorships & Interlocks
| Company | Exchange | Role | Notes |
|---|---|---|---|
| None disclosed | — | — | The proxy states remaining current directors (beyond those specifically listed) are not on the board of any other reporting issuer; no public company directorships disclosed for Williams . |
Expertise & Qualifications
- Education: AB in Economics (Harvard College); MBA (Harvard Business School) .
- Industry/functional: Senior executive at Genzyme (drug development, commercialization, licensing); CEO roles in biotech (Akashi/DART; ABS) .
- Board tenure: Director since June 29, 2015; Board Chair since Sep 2022 .
Equity Ownership
| As-of date | Common Shares | Options exercisable within 60 days | Warrants exercisable within 60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| Sep 17, 2025 | 159,930 | 91,321 | 7,066 | 258,317 | <1% |
Additional context (FY2024 table at April 16, 2025): 363,365 total beneficial (includes 196,369 options within 60 days and 7,066 warrants) .
Recent insider filings (Form 4):
- Oct 3, 2024: 40,000 options at $1.11; post-transaction derivative position 40,000; direct ownership; Form 4 link: https://www.sec.gov/Archives/edgar/data/1374339/000110465924106769/0001104659-24-106769-index.htm
- Jun 12, 2025: 20,000 options at $0.50; post-transaction derivative position 20,000; direct ownership; Form 4 link: https://www.sec.gov/Archives/edgar/data/1374339/000137433925000002/0001374339-25-000002-index.htm
Governance Assessment
-
Independence and related-party exposure
- Not independent: Williams is not designated as an independent director; independent designations are explicitly noted for other directors (Kirwin, Mandel-Brehm, Shafmaster, Wyman) .
- Paid consulting arrangement: $225,000 per year under the Williams Consulting Agreement (Sep 12, 2022–Sep 12, 2025), with service counting toward vesting of Williams’ outstanding equity awards; 2024 payments totaled $225,000 (related-party transaction overseen under Audit Committee’s related party oversight) . — RED FLAG (potential conflict and independence impairment)
-
Compensation mix and alignment
- Director cash fees ($50k in 2024) plus option awards (ASC 718 value $34,968) are consistent with policy; however, consulting fees dwarf standard director compensation, creating atypical pay mix for a board chair . — RED FLAG (pay structure/independence optics)
- No performance metrics disclosed for director equity; grants vest time-based; plan allows award acceleration upon “Triggering Event” .
-
Board structure and oversight
- Positive: Separate Lead Independent Director (Shafmaster) and active independent committees; Audit chaired by Wyman; Williams does not sit on key committees (reducing conflict risk in committee decision-making) .
- Attendance: 100% board attendance in 2024; all directors met attendance thresholds and attended 2024 meetings . — Positive signal of engagement
-
Equity ownership and skin-in-the-game
- Beneficial ownership <1% of shares; as of Sep 17, 2025, holdings include 159,930 common shares plus options/warrants; no pledging/hedging disclosure noted in proxy (company maintains insider trading policy) . — Neutral to modest alignment
-
Plan design risk
- The 2025 equity plan explicitly permits option/SAR repricing or re-granting by the Administrator, which is generally shareholder-unfriendly without explicit safeguards . — RED FLAG (plan repricing authority)
-
Other directorships/interlocks
- No current public-company directorships disclosed; reduces risk of time conflicts or interlocks but limits cross-board benchmarking exposure .
Director Compensation (detail)
| Metric | 2024 |
|---|---|
| Fees earned in cash | $50,000 |
| Option awards (ASC 718 fair value) | $34,968 |
| All other compensation (consulting) | $225,000 |
| Total | $309,968 |
Non-employee director compensation policy (in effect Dec 2024): $40,000 board retainer; committee chair/member retainers as specified; initial director option grant 40,000 (3-year vest, 1/4 at grant then monthly), annual option grant 20,000 (vests by next annual meeting); board may grant re-stake awards; awards may fully accelerate upon a Triggering Event .
Other Directorships & Interlocks
| Director | Current Public Company Boards | Notes |
|---|---|---|
| Eugene Williams | None disclosed | Proxy notes remaining current directors are not on other reporting issuer boards |
Equity Ownership (beneficial; breakdown and %)
| Holder | Common | Options (≤60d) | Warrants (≤60d) | Total | % of Shares Outstanding |
|---|---|---|---|---|---|
| Eugene Williams | 159,930 | 91,321 | 7,066 | 258,317 | <1% |
Key Documents and Citations
- 2025 Annual Meeting Proxy (DEF 14A, Apr 29, 2025): director biographies, independence, committees, attendance, director comp policy and 2024 director compensation, related party transactions (Williams Consulting Agreement), and 2025 Equity Plan features .
- 2025 Special Meeting Proxy (DEF 14A, Oct 3, 2025): updated beneficial ownership as of Sep 17, 2025 .
- Form 4s (SEC):
- Oct 3, 2024 option award, 40,000 options at $1.11: https://www.sec.gov/Archives/edgar/data/1374339/000110465924106769/0001104659-24-106769-index.htm
- Jun 12, 2025 option award, 20,000 options at $0.50: https://www.sec.gov/Archives/edgar/data/1374339/000137433925000002/0001374339-25-000002-index.htm
Overall implications: Williams’ governance profile features strong engagement and biotech leadership but is tempered by a non-independent status and sizable related-party consulting fees that count toward equity vesting, plus plan-level repricing authority—factors that may weigh on investor confidence absent robust committee independence and oversight, which the current committee structure partially mitigates .