Rusty Williams
Protagonist TherapeuticsAbout Lewis T. “Rusty” Williams
Independent director at Protagonist Therapeutics (PTGX) since June 2017; age 75. Renowned physician-scientist and biotech founder/executive with prior roles at UCSF (Professor; Director, Cardiovascular Research Institute), Chiron (Chief Scientific Officer; former director), and as founder/CEO of Five Prime Therapeutics. Education: B.S. (Rice), M.D. and Ph.D. (Duke); member, National Academy of Sciences and fellow, American Academy of Arts and Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UCSF Cardiovascular Research Institute & Daiichi Research Center | Director; Professor of Medicine | Prior to Chiron | Led academic research center (cardiovascular); built translational research capabilities |
| Chiron Corporation (now Novartis Vaccines & Diagnostics) | Chief Scientific Officer; Director | Director 1999–2001; CSO preceding Five Prime | Senior R&D leadership; public company board experience |
| Five Prime Therapeutics (acquired by Amgen) | Founder; Director; President & CEO | Director 2002–Jan 2020; CEO Apr 2011–Dec 2017 | Built discovery-to-development platform; led public biotech |
| COR Therapeutics (co‑founder) | Co‑founder | Earlier career | Cardiovascular drug development entrepreneurship |
| Walking Fish Therapeutics | Chairman & CEO | Feb 2019–Mar 2024 | Company-building in cell therapy startup |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Ten30 Bio (private) | Chairman of the Board | Apr 2024 | Startup biotech (autoimmune focus) |
| ReAlta Life Sciences (private) | Chairman of the Board | Nov 2024 | Startup biotech |
| Quan Capital, LLP | Venture Partner | Oct 2018 | Healthcare-focused venture capital |
| Prior public company boards | Director | Various | Neoleukin Therapeutics (NLTX), COR Therapeutics, Beckman Coulter (public during his service) |
Board Governance
- Independence: Board determined Dr. Williams is independent under Nasdaq standards .
- Committees (2024): Compensation Committee (member); Research Committee (Chair). Committee meeting counts in 2024: Audit 5, Compensation 4, Nominating & Corporate Governance 3, Research 4 .
- Board attendance: The Board met five times in 2024; each director attended ≥75% of Board and committee meetings on which he/she served .
- Board leadership: Independent Chair (Selick); independent director executive sessions occur at every regular Board meeting .
- Time-commitment policy: Directors ordinarily may not serve on >4 public company boards; executives on >2 (including PTGX) .
- Research Committee scope: Oversees discovery strategy, pre-clinical progress, and discovery resourcing; elevated to standing committee in 2024 .
Fixed Compensation (Non‑Employee Director)
| Year | Fee Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 58,750 | Per director compensation table |
Director compensation policy (effective 2024):
- Annual Board retainer: $40,000 (non‑exec directors); $75,000 (non‑exec Chair) .
- Committee retainers: Chairs—Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $10,000; Research $10,000. Members—Audit $10,000; Compensation $7,500; Nominating $5,000; Research $5,000 .
- 2025 updates: Board retainer increased to $45,000; annual director equity split 50% options / 50% RSUs targeted at $400,000, sized at grant; RSUs vest 100% after one year; options vest monthly over 12 months .
- One‑time adjustment: Because 2024 annual option grant fair value exceeded $500,000, the Board will reduce each non‑employee director’s 2025 cash compensation by the excess over $500,000 (to honor plan limits) .
Performance Compensation (Equity; at‑risk)
| Item (Director) | 2024 Value/Details |
|---|---|
| Option awards (grant‑date fair value) | $471,734 |
| Annual grant sizing policy (2024) | Option to purchase 25,700 shares; vests monthly over 12 months |
| Initial grant policy (for new directors) | Option to purchase 45,000 shares; vests monthly over three years |
| 2025 equity mix | 50% stock options; 50% RSUs; total targeted $400,000; RSUs vest 100% after one year; options vest monthly over 12 months |
Note: PTGX does not use performance‑conditioned equity for directors; director equity is service‑based (time‑vesting) .
Other Directorships & Interlocks
- Current public company directorships: None disclosed for Dr. Williams in the PTGX proxy .
- Compensation Committee interlocks: None—no PTGX executive serves on boards/comp committees of entities with PTGX executives on PTGX’s Compensation Committee; Williams is a member .
- Related-party transactions: None involving directors/officers/5% holders since Jan 1, 2024, other than standard compensation .
Expertise & Qualifications
- Deep drug discovery and development expertise (founder/CEO roles; academic leadership; Chiron CSO), multiple public board tenures, and high‑level scientific credentials (NAS member; AAAS fellow). The Board cites his qualifications across discovery, development, and public company governance .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Composition |
|---|---|---|---|
| Lewis T. Williams, M.D., Ph.D. | 158,894 | <1% | Consists entirely of shares issuable pursuant to stock options exercisable within 60 days |
| Aggregate option awards outstanding (12/31/2024) | 156,700 | — | Total options outstanding as of year‑end (company aggregate count by director) |
Alignment/risk policies:
- Hedging and pledging: Company policy prohibits hedging and pledging by directors and officers .
- Ownership guidelines: Not disclosed for directors in the proxy; no pledging by Dr. Williams disclosed .
Governance Assessment
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Strengths
- Independent director with strong scientific and biotech operating background; chairs Research Committee (key for a discovery‑to‑late‑stage biotech) .
- Active committee roles (Research Chair; Compensation member); Board affirms independence; Board/committee attendance thresholds met (≥75%) .
- No related‑party transactions; hedging/pledging prohibited—reduces alignment risk .
- Director pay largely at‑risk via equity; Board corrected 2024 equity valuation overshoot with 2025 cash reduction—signals responsiveness to compensation limits and governance discipline .
-
Potential watch items
- Multiple external leadership roles (two private‑company chairmanships; venture partner) increase time demands; however, PTGX imposes board‑seat limits and monitors commitments during nominations .
- Venture affiliation (Quan Capital) could present deal‑flow conflicts in theory; no related‑party transactions disclosed in 2024–2025 period .
- Director equity is time‑based (not performance‑conditioned), common for directors but offers less performance tethering than PSUs; 2025 shift to include RSUs diversifies exposure but remains service‑based .
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Board effectiveness signals
- Establishment of Research Committee as standing committee (2024) and Williams as Chair enhances technical oversight of pipeline and discovery prioritization .
- Clear committee structures, executive sessions, and robust independence determinations support oversight quality .