William Waddill
Protagonist TherapeuticsAbout William D. Waddill
Independent director (age 68) at Protagonist Therapeutics since July 2016, with a finance and biopharma operating background including CFO roles at Calithera Biosciences, OncoMed Pharmaceuticals, and Ilypsa, plus earlier public accounting at PwC and Deloitte; he holds a B.S. in Accounting from the University of Illinois at Chicago and is an inactive CPA . He is affirmatively determined independent under Nasdaq rules , serves as Audit Committee Chair and Compensation Committee member, and is designated an “audit committee financial expert” by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Protagonist Therapeutics | Independent Director | Jul 2016–present | Audit Chair; Compensation Committee member; Board-designated audit committee financial expert |
| Calithera Biosciences | SVP, CFO, Treasurer, Secretary | Apr 2014–Dec 2016 | Finance leadership |
| OncoMed Pharmaceuticals | SVP, CFO | Oct 2007–Mar 2014 | Finance leadership |
| Ilypsa | SVP, CFO | Oct 2006–Sep 2007 | Finance leadership |
| Square One Finance | Principal | Feb 2000–Sep 2006 | Consulting |
| PwC; Deloitte | Public accounting | Early career | CPA (inactive) |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| Arrowhead Pharmaceuticals (Nasdaq: ARWR) | Director | Jan 2018 | Public biopharma board |
| Annexon (Nasdaq: ANNX) | Director | Aug 2021 | Public biopharma board |
| Turnstone Biologics (Nasdaq: TSBX) | Director | Apr 2024 | Public biotech board |
- PTGX board guideline caps directors at four public boards; Waddill’s service across PTGX+ARWR+ANNX+TSBX is at the company limit (potential overboarding sensitivity) .
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board affirmatively determined independent (Nasdaq rules) |
| Committee assignments | Audit (Chair), Compensation (Member) |
| Audit committee expertise | Board-designated audit committee financial expert |
| Attendance | Board met 5x in FY24; each director attended ≥75% of Board and committees served |
| Committee meeting cadence FY24 | Audit: 5; Compensation: 4; Nominating & Corporate Governance: 3; Research: 4 |
| Executive sessions | Independent directors meet in executive session each regular Board meeting; chaired by independent Chair |
| Related-party transactions | None involving directors/executives since Jan 1, 2024 (excluding compensation) |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Cash fees earned | $68,750 |
| Option awards (grant-date fair value) | $471,734 |
| Total | $540,484 |
- Policy schedules (as of 2024): board retainer $40,000; non-executive chair $75,000; Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Research Chair $10,000; committee member retainers—Audit $10,000; Compensation $7,500; Nominating $5,000; Research $5,000 .
- Annual director option grant size 25,700 shares vesting monthly over 12 months; initial grant 45,000 options vesting monthly over 3 years; all director options vest in full upon change in control .
- One-time adjustment: 2024 director option values exceeded target due to stock price movement; Board instituted a corresponding 2025 cash reduction for each director such that 2024 total compensation above $500,000 is netted against 2025 cash comp (pay governance response) .
Performance Compensation
| Metric linkage | Details |
|---|---|
| Performance metrics tied to director pay | Not disclosed; director equity awards are time-based; change-in-control accelerated vesting provided per policy |
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| Arrowhead Pharmaceuticals | Director | Not disclosed in PTGX proxy |
| Annexon | Director | Not disclosed in PTGX proxy |
| Turnstone Biologics | Director | Not disclosed in PTGX proxy |
- Compensation Committee interlocks: PTGX discloses no officer interlocks; none of the Compensation Committee members are officers; PTGX executives do not sit on boards/comp committees of entities with reciprocal relationships .
Expertise & Qualifications
- Financial leadership across biopharma (multiple CFO roles) and public accounting; inactive CPA credential and accounting degree .
- Board-designated audit committee financial expert; all Audit Committee members financially literate under Nasdaq rules .
- Deep experience in biotech financing and governance; multi-board public company perspective .
Equity Ownership
| Beneficial Ownership (as of Mar 15, 2025) | Shares | % Outstanding | Composition |
|---|---|---|---|
| William D. Waddill | 146,894 | <1% | Consists of 134,894 shares issuable under options exercisable within 60 days |
- Director outstanding options as of Dec 31, 2024: 132,700 aggregate options outstanding (non-employee director table) .
- Hedging/pledging: Company prohibits hedging, short sales, derivatives, holding in margin accounts, and pledging of Company stock by directors and insiders .
Governance Assessment
- Strengths: Independent director with audit chair leadership; designated financial expert; robust committee workload and ≥75% attendance; no related-party transactions; clear insider trading and anti-hedging/pledging policies .
- Compensation governance: Board adjusted 2025 director cash to offset elevated 2024 grant-date values; 2025 director equity moves to 50% options/50% RSUs targeted at $400,000, and board cash retainer increased to $45,000, aligning with peer-informed policy while respecting compensation limits .
- Potential red flags and monitoring points:
- Overboarding at PTGX’s stated limit (four public boards) could pose time-commitment risk if workloads spike (monitor attendance and engagement) .
- Director equity is time-vested (no disclosed performance-based director metrics); however, accelerated vesting only on change-in-control and options align value with stock performance .
- Investor signals: 2025 say-on-pay passed with 50,844,517 For vs 2,850,473 Against and 337,953 abstentions (supports compensation framework, though scrutiny persists) .
Note: No Form 4 insider trading activity details were disclosed in the proxy; PTGX’s insider trading policy restricts hedging/pledging, which reduces alignment risks .