William H. Dunn, Jr.
PROTHENA CORP PUBLIC LTDAbout William H. Dunn, Jr.
William H. Dunn, Jr., M.D., is an independent director of Prothena Corporation plc (PRTA) and a trained neurologist/vascular neurologist who previously served as founding director of the FDA’s Office of Neuroscience (2019–Feb 2023) and earlier as director within FDA’s Division of Neurology Products (2005–2019) . He joined Prothena’s board in 2023, is age 55, and has 1.9 years of tenure as of March 28, 2025 . His background spans regulatory oversight of INDs/NDAs/BLAs for neuroscience programs and broad clinical, scientific, and operational expertise . The board classifies him as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Food & Drug Administration (FDA), Center for Drug Evaluation and Research (CDER) | Founding Director, Office of Neuroscience | 2019–Feb 2023 | Led regulatory oversight of neuroscience drug development (IND/NDA/BLA review), shaping clinical study design standards |
| U.S. FDA, CDER | Director and senior roles, Division of Neurology Products | 2005–2019 | Increasingly senior leadership; responsible for neurology product regulation and review processes |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No current public-company directorships or specific external board roles disclosed for Dr. Dunn |
Board Governance
- Independence: The Board determined all directors except the CEO (Kinney) are independent; Dunn is independent .
- Committee assignments: Nominating & Corporate Governance Committee (member); Research & Development Committee (member) .
- Chair roles: None; R&D Committee chaired by Lars G. Ekman; Nominating & Corporate Governance chaired by Richard T. Collier .
- Board leadership: Chair of the Board is Daniel G. Welch (since May 2024); CEO is separate; executive sessions of independent directors are held regularly .
- Attendance: In FY2024, Board met 4 times; Audit 7; Compensation 5; Nominating & Corporate Governance 4; R&D 3; each current director attended at least 75% of meetings of the Board and their committees; 10 of 11 directors attended the 2024 annual meeting .
Fixed Compensation
| Component | FY2024 Amount/Terms |
|---|---|
| Annual cash retainer (non‑employee directors) | $60,000 (Chair and Chair Designate: $90,000) |
| Committee fees | Audit: Chair $20,000 / Member $10,000; Compensation: Chair $15,000 / Member $7,500; Nominating & Corporate Governance: Chair $10,000 / Member $5,000; Research & Development: Chair $20,000 / Member $10,000 |
| Dunn – Fees earned (cash) | $65,430 (pro rata as applicable) |
Notes: Director and committee fees paid quarterly and pro‑rated for partial year service .
Performance Compensation
| Equity Award | Grant Detail | Vesting | Term | Exercise Price | FY2024 Grant Date Fair Value |
|---|---|---|---|---|---|
| Annual non‑employee director stock option (standard program) | 15,000 shares awarded May 15, 2024 | Vests on earlier of 1st anniversary or next AGM (continuous service required) | 10 years | $22.39/share (closing price on grant date) | $223,007 (ASC 718) |
| Dunn – FY2024 total option awards value | See above standard grant; Dunn’s FY2024 option awards reported at $223,007 | As above | As above | As above | $223,007 |
| Dunn – outstanding option awards (12/31/2024) | 45,000 shares | Various prior grants | Various | Various | 45,000 |
Additional equity plan features (governance safeguards):
- No repricing/exchange without shareholder approval; minimum vesting (general rule ≥1 year; full‑value awards ≥3 years, with limited 5% exception); no liberal share recycling; dividends only if underlying awards vest .
- Change‑in‑control: automatic acceleration only if awards are not assumed/substituted; performance awards vest at higher of actual performance or target, prorated to change‑in‑control date .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company board service disclosed for Dunn; reduces potential interlocks/conflicts |
Expertise & Qualifications
- Regulatory leadership: Founding director of FDA’s Office of Neuroscience; extensive oversight of neuroscience investigational and marketing applications .
- Clinical/scientific: Basic and clinical research experience; neurologist/vascular neurologist .
- Education: B.A., University of Virginia; M.D., F. Edward Hébert School of Medicine (Bethesda, MD) .
- Board‑level skills emphasized: Clinical development/design and regulatory expertise supporting R&D oversight .
Equity Ownership
| Holder | Shares Owned | Shares Acquirable Within 60 Days (Options) | Total Beneficially Owned | % of Outstanding Shares |
|---|---|---|---|---|
| William H. Dunn, Jr. | — | 10,000 | 10,000 | <1% |
Policies enhancing alignment:
- Anti‑hedging/pledging: Company prohibits directors/officers/employees from hedging or pledging Company securities and from margin purchases .
Governance Assessment
- Board effectiveness: Dunn brings deep FDA regulatory and clinical trial design expertise, matched to his seats on Nominating & Governance and R&D Committees—positions aligned with oversight of CEO evaluation, succession, governance, human capital, and R&D strategy .
- Independence & engagement: Classified as independent; minimum 75% meeting attendance and presence at AGM across directors indicate baseline engagement; separate Chair/CEO structure with regular executive sessions supports independent oversight .
- Compensation & alignment: Director pay emphasizes modest cash plus at‑risk equity via options, vesting on annual cadence; Dunn’s FY2024 comp mix ($65,430 cash; $223,007 equity) is consistent with peers and incentivizes long‑term alignment without performance metric gaming (time‑based vest only) .
- Conflicts/related party: No related person transactions reported since January 1, 2024; use of independent compensation consultant with assessed independence (Pay Governance) reduces advisor conflicts .
- Shareholder signals: 2024 Say‑on‑Pay approved by 99% of votes cast, indicating broad investor support for compensation governance .
- RED FLAGS: None observed specific to Dunn—no pledging/hedging permitted by policy; no related party dealings disclosed; attendance threshold met; options are not repriced per plan provisions .
Contextual risk note: Company announced discontinuation of birtamimab and a ~63% workforce reduction with associated severance/option‑acceleration costs, elevating execution risk and governance scrutiny across R&D prioritization and human capital management—areas touching Dunn’s committee oversight .