Daniel G. Welch
PROTHENA CORP PUBLIC LTDAbout Daniel G. Welch
Daniel G. Welch is Chair of the Board and an independent director of Prothena (PRTA), age 67, appointed to the Board on February 21, 2024 and named Chair in May 2024; his tenure on the Board was 1.1 years as of March 28, 2025 . He holds a B.A. from the University of Miami and an M.B.A. from the University of North Carolina .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| InterMune, Inc. | Chief Executive Officer & President; Chair of the Board | 2003–2014 | Led company until its acquisition by Roche in 2014 |
| Triangle Pharmaceuticals, Inc. | Chair of the Board & Chief Executive Officer | 2002–2003 | Led company until acquisition by Gilead Sciences in 2003 |
| Elan Corporation, plc | President, Pharmaceutical Division | 2000–2002 | Senior operating role at large biopharma |
| Sofinnova Ventures | Executive Partner | 2015–2018 | Venture operating partner |
External Roles
| Company | Role | Status/Timing |
|---|---|---|
| Structure Therapeutics Inc. | Chair of the Board | Since Jan 2022 (current) |
| Ultragenyx Pharmaceuticals Inc. | Chair of the Board | Since 2015 (current) |
| Nuvation Bio Inc. | Chair of the Board | 2020–Sep 2024 (prior) |
| SeaGen Inc. | Director | 2007–2023; acquired by Pfizer in 2023 (prior) |
| AveXis Inc. | Chair of the Board | 2016–2018; acquired by Novartis in 2018 (prior) |
| Intercept Pharmaceuticals, Inc. | Director | 2015–2020 (prior) |
| Hyperion Therapeutics | Director | 2012–2015; acquired by Horizon Pharma in 2015 (prior) |
Board Governance
- Independence: Board determined all members except the CEO are independent under Nasdaq rules; Welch is independent .
- Board leadership: Welch serves as independent Chair; he sets agendas and presides over executive sessions of independent directors .
- Committee assignments: Compensation Committee member (with Paula K. Cobb as Chair; Shane M. Cooke member). Not on Audit, Nominating & Corporate Governance, or R&D committees .
- Attendance: In fiscal 2024, each current director attended at least 75% of Board and applicable committee meetings; Board met 4x, Compensation 5x, Audit 7x, Nominating 4x, R&D 3x .
Fixed Compensation (Director)
| Item | FY2024 Amount |
|---|---|
| Cash fees (fees earned or paid in cash) | $77,459 |
Director fee structure (FY2024):
- Annual cash retainer: Chair and Chair Designate $90,000; other non-employee directors $60,000 .
- Annual committee fees: Audit Chair $20,000 / Member $10,000; Compensation Chair $15,000 / Member $7,500; Nominating Chair $10,000 / Member $5,000; R&D Chair $20,000 / Member $10,000 .
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares | Exercise Price | Vesting | Grant Date Fair Value |
|---|---|---|---|---|---|
| Feb 21, 2024 | Nonqualified Stock Options | 132,000 | $27.05 | Vest in equal annual installments over 5 years; 10-year term | $2,590,229 |
| May 15, 2024 | Annual Director Options | 15,000 | $22.39 | Vest on earlier of 1st anniversary or next AGM; 10-year term | Included in total above |
Plan provisions relevant to directors:
- Change-in-control: Awards accelerate only if not assumed/substituted; performance awards vest at higher of actual or target, pro-rated to change-in-control date .
- No repricing or cash buyouts of underwater awards without shareholder approval; minimum vesting standards; anti-hedging/pledging policies in effect .
Other Directorships & Interlocks
- Current chairs at Ultragenyx and Structure Therapeutics may increase time commitments; PRTA’s 2024 attendance disclosure indicates at least 75% participation by current directors .
- Network interlocks: Multiple PRTA directors previously held senior or board roles at Elan (Collier, Cooke, Ekman); Welch served as President of Elan’s pharmaceutical division (2000–2002), indicating a legacy network that can be a collaboration strength but may raise group-think concerns for some investors .
Expertise & Qualifications
- Strategic leadership and commercialization: Extensive C-suite and chair experience across biopharma companies .
- Capital markets/M&A: Multiple leadership roles through acquisitions (Roche, Gilead, Novartis, Pfizer transactions) .
- Governance: Experience chairing public company boards; service across compensation and board leadership structures .
Equity Ownership
| Metric | As of Mar 3, 2025 | As of Sep 24, 2025 |
|---|---|---|
| Shares owned (direct) | — | — |
| Shares acquirable within 60 days | 26,400 | 41,400 |
| Total deemed beneficial ownership | 26,400; <1% | 41,400; <1% |
| Options outstanding (FY2024 year-end, shares) | 147,000 | — |
Policies:
- Anti-hedging/pledging: Prohibited for directors and officers .
Insider Trades
- Section 16(a) compliance: Company states all officers/directors complied timely in FY2024; one late Form 4 related to another officer (not Welch) from 2020 filed in 2025 . No Welch-specific transactions are disclosed in the proxy .
Governance Assessment
- Strengths: Independent Chair with deep biopharma board leadership; independent Compensation Committee with use of independent consultant (Pay Governance) and conflict assessment; clear anti-hedging/pledging and SEC/Nasdaq-compliant clawback policy; no related-party transactions since Jan 1, 2024 .
- Alignment: Director equity is entirely in stock options with market-priced grants and long vesting, promoting long-term alignment with shareholder value; Welch’s FY2024 equity grant ($2.59M fair value; 147,000 options outstanding year-end) is substantial and vests over time, anchoring retention and value creation incentives .
- Potential risks/red flags:
- Overboarding/time commitments: Concurrent chair roles at two public companies (Ultragenyx, Structure) plus PRTA Chair could pressure bandwidth; PRTA’s attendance disclosure mitigates concern but should be monitored .
- Legacy networks: Concentration of prior Elan affiliations across PRTA’s Board can be viewed as a cohesion benefit but may raise group-think perceptions; ongoing refreshment and diverse expertise are important counterweights .
- Shareholder signals: 2024 Say-on-Pay approval at 99% indicates broad investor support for PRTA’s compensation framework (executive program context) .
Committee Assignments and Compensation Committee Analysis
- Welch serves on the Compensation Committee (Chair: Paula K. Cobb; members: Welch, Shane M. Cooke) .
- Consultant independence: Pay Governance LLC engaged by the Compensation Committee for 2024; independence assessed and no conflicts identified .
- Committee scope: Executive and director pay oversight, equity plan administration; robust governance practices include no repricing without shareholder approval and double-trigger change-in-control severance for executives, consistent with shareholder-friendly standards .
Related-Party Transactions
- None to report since January 1, 2024; related-party transaction policy requires Audit Committee review and arms-length terms .