William Wyman
About William Wyman
William Wyman (age 86 in April 2024; 87 in April 2025) has served as an independent director of ProMIS Neurosciences Inc. since March 8, 2014. He co‑founded Oliver Wyman & Co. in 1984, retiring in 1995, and has since advised and served on boards of numerous private and public companies, with deep experience in finance and technology. He holds a BA in Economics from Colgate University and an MBA from Harvard Business School. Wyman is Director of Allston Trading LLC, founder/owner of Wyman Consulting Associates, and has served as a trustee of Dartmouth Hitchcock entities and New England College, and on the National Academy of Sciences’ committee on health equity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oliver Wyman & Co. | Co‑founder | 1984–1995 (retired 1995) | Built general management consulting capabilities; finance/tech exposure |
| Wyman Consulting Associates | Consultant/Owner | Since 2016 | Strategic advisory to companies |
| Various public/private companies | Director/Advisor | Since 1995 | Advisory roles across finance and technology sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allston Trading LLC | Director | Since 2008 | Trading firm; private company |
| Dartmouth Hitchcock Medical Center, Mary Hitchcock Hospital, Dartmouth Hitchcock Clinic | Trustee; Board Joint Development Committee | Various | Healthcare governance experience |
| New England College | Board of Trustees | Current | Academic governance |
| National Academy of Sciences | Committee on Health Equity | Past service | Policy/health equity oversight |
| Private equity firms | Board of Advisors | Since 1995 | Information flow from PE networks |
Board Governance
- Committee assignments and chair roles:
- Audit Committee: Chair (signed report) ; member with independence and financial literacy affirmed in 2024 and 2025 .
- Compensation Committee: Member as of April 15, 2024 .
- Corporate Governance & Nominating Committee: Member as of April 16, 2025 (and April 15, 2024) .
- Independence status: Listed as an independent director and independent committee member .
- Lead Independent Director: Maggie Shafmaster .
- Executive sessions: Not specifically disclosed; committee charters and board mandate described; charters publicly posted .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Board meetings held | 6 | 7 | 6 |
| Audit Committee meetings held | 6 | 4 | 4 |
| Wyman attendance – Board | 6 of 6 | 7 of 7 | 5 of 6 |
| Wyman attendance – Committees (aggregate) | 6 of 7 | 4 of 4 | 6 of 7 |
All directors attended at least 75% of meetings in 2023 and 2024; Wyman met this threshold in both years .
Fixed Compensation
- Director compensation structure (adopted December 2024): Annual board retainer $40,000; committee retainers: Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $8,000; Nominating member $4,000 .
- 2023 compensation: Cash only; no equity grants to directors .
- 2024 compensation: Cash plus option awards per revised policy .
| Item | 2023 (Actual) | 2024 (Actual) |
|---|---|---|
| Cash fees (Board/Committee) | $40,000 (Board) | $40,000 (Board) |
| Committee cash (Audit Chair/other) | Not separately paid in 2023 (legacy structure) | Not itemized; total fees earned in cash $40,000 |
| Total cash | $40,000 | $40,000 |
Performance Compensation
- Equity award framework for non‑employee directors (Dec 2024 policy):
- Initial option: 40,000 options on appointment; vest 25% at grant; remaining 75% monthly over 3 years .
- Annual option: 20,000 options at each annual meeting; vest in full by earlier of 1‑year anniversary or next annual meeting .
- Re‑stake option: Discretionary; 1/3 at grant; remaining 2/3 monthly over 2 years .
- Acceleration: Awards subject to full vesting upon a Triggering Event under the 2015 Plan .
| Award Type | Grant Size | Vesting | Notes |
|---|---|---|---|
| Director Initial Award | 40,000 options | 25% at grant; 75% monthly over 3 years | Subject to Triggering Event acceleration |
| Director Annual Award | 20,000 options per annual meeting | Full vest by earlier of 1 year or next annual meeting | Subject to service condition |
| Director Re‑Stake Award | Board‑determined | 1/3 at grant; 2/3 monthly over 2 years | Discretionary; service‑based |
| Metric | 2023 (Actual) | 2024 (Actual) |
|---|---|---|
| Option awards – grant date fair value | $0 (no equity grants) | $34,968 |
No PSUs/RSUs or performance‑metric‑linked director equity disclosed; awards are time‑based options .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other reporting issuer boards (current) | None; “remaining current directors are not on a board of directors of any other reporting issuer” |
| Compensation committee interlocks | None reported with other companies for FY 2023 |
| Potential interlocks/conflicts | External roles primarily in private firms/academia; no disclosed related‑party transactions for Wyman |
Expertise & Qualifications
- Financial oversight: Audit Committee Chair (2023, 2025) and member (2024); deemed financially literate and “audit committee financial expert” in 2024 and 2025 .
- Strategic advisory: Decades advising finance/technology companies; PE advisory roles since 1995 .
- Education: BA Economics (Colgate), MBA (Harvard) .
- Industry experience: Trading firm directorship; healthcare governance through Dartmouth Hitchcock; academic governance .
Equity Ownership
| Metric | As of Apr 15, 2024 | As of Apr 16, 2025 |
|---|---|---|
| Total beneficial ownership (shares) | 86,929 | 109,151 |
| Common shares held directly | 62,397 | 62,397 |
| Options exercisable within 60 days | 16,665 | 38,887 |
| Warrants exercisable within 60 days | 7,327 | 7,327 |
| Ownership % of outstanding common | <1% | Not disclosed |
| Shares pledged as collateral | Prohibited by insider trading policy (pledging/margin prohibited) | |
| Hedging policy | Prohibits short sales, derivatives, margin/pledging (2024–2025); note earlier 2023 disclosure indicated no specific anti‑hedging requirements—policy strengthened subsequently |
Governance Assessment
- Board effectiveness: Wyman provides strong audit oversight as Chair, with consistent meeting engagement (≥75% attendance) and cross‑committee service (Compensation; Corporate Governance & Nominating), supporting robust controls and governance processes .
- Alignment: Cash retainer of $40,000 supplemented by time‑based option grants beginning in 2024; beneficial ownership includes common shares, options, and warrants, but remains <1% of outstanding shares (2024), typical for small‑cap biotech boards .
- Conflicts/related‑party exposure: No Wyman‑specific related‑party transactions disclosed; company states no substantial or material interest in meeting matters beyond director elections. External roles are primarily private/academic and do not indicate supplier/customer conflicts with PMN .
- Compensation structure signals: Introduction of standard committee retainers and annual options in Dec 2024 increases guaranteed cash relative to prior year, but maintains equity‑at‑risk via options. Option acceleration on Triggering Event is common but can create windfall optics in change‑of‑control scenarios—a monitoring point for investors .
- RED FLAGS:
- Change‑of‑control acceleration: Full acceleration of director options upon Triggering Event under 2015 Plan—consider investor scrutiny if transaction‑related payouts become material .
- Age/refreshment: At 87, succession planning and board refreshment warrant ongoing attention, though engagement remains high; Lead Independent Director in place supports independent oversight .
- Prior anti‑hedging posture: 2023 disclosure suggested no specific anti‑hedging requirements; strengthened prohibitions in 2024–2025 reduce alignment risk going forward .
Overall, Wyman’s long tenure, audit leadership, and broadened governance roles support board effectiveness; compensation and ownership are typical for PMN’s size, with strengthened trading/hedging policies mitigating alignment risks. Continuous monitoring of change‑of‑control equity acceleration terms and board refreshment is advisable .