William Abraham
About William T. Abraham, M.D.
Independent director since February 2021; age 65; College of Medicine Distinguished Professor at The Ohio State University and noted heart failure specialist with extensive clinical trial leadership and industry consulting experience, including Chief Medical Officer of V‑Wave Ltd. since 2019; M.D. from Harvard Medical School with residency/fellowships at University of Colorado; board‑certified in internal medicine and advanced heart failure and transplant cardiology . The board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Ohio State University Wexner Medical Center | Various leadership positions; College of Medicine Distinguished Professor | Since Oct 2002 | Leadership in cardiology and heart failure programs; extensive clinical research oversight |
| V‑Wave Ltd. | Chief Medical Officer | Since 2019 | Clinical/medical leadership for device development in cardiovascular disorders |
| University of Colorado | Faculty appointments; fellowships | Not disclosed | Heart failure, transplant cardiology training and research |
| University of Cincinnati | Faculty appointments | Not disclosed | Academic cardiology |
| University of Kentucky | Faculty appointments | Not disclosed | Academic cardiology |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Editorial boards (e.g., Circulation, European Heart Journal, JACC) | Editorial board member/scientific reviewer | Not disclosed | Recognized scientific leadership; highly cited researcher and award recipient (ACC Distinguished Scientist 2017; HFSA Pioneer Award 2022) |
| Industry consultancy | Consultant to drug/device development | Ongoing | Principal investigator in >100 clinical trials; NIH and other grants |
Board Governance
- Committee memberships: Nominating and Corporate Governance Committee member; not a chair .
- Committee activity: Nominating and Corporate Governance Committee held one meeting in 2024; responsibilities include board composition, director criteria, ESG oversight, and board/management evaluations .
- Independence: Board determined all directors except the CEO are independent; all committee members meet SEC/Nasdaq independence criteria .
- Attendance: Board held four meetings in 2024; each director attended at least 75% of board and applicable committee meetings; all directors then in office attended the 2024 Annual Meeting .
- Board structure: Staggered board with three classes (Class II up for election in 2025); Chair and CEO roles are separated, reviewed periodically for governance effectiveness .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 40,000 | Non‑employee director retainer for 2024 |
| Nominating & Corporate Governance Committee member fee | 5,000 | Member fee for 2024 |
| Total cash fees received (Abraham) | 45,000 | Reported 2024 cash fees |
| Policy changes effective 2025 | Chair retainer increased to $90,000; other directors to $50,000 | Committee fees unchanged |
Performance Compensation
| Equity Component | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual director stock options (2024) | $54,957 aggregate grant‑date fair value (Abraham) | Annual meeting grants vest in full at earlier of 1 year or next annual meeting; strike at FMV | 2024 individual grant amounts set by policy; values per ASC 718 |
| Initial director stock options (policy) | 34,600 options in 2024; 60,000 in 2025 | 33% at first anniversary; remainder monthly over 2 years; strike at FMV | Policy increase for 2025 |
| Performance metrics tied to director pay | None disclosed | — | Director compensation comprised of cash retainers/committee fees and options; no TSR/financial metric linkage disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status |
|---|---|---|---|
| Public company boards | None disclosed in proxy | — | Not disclosed |
| V‑Wave Ltd. | Chief Medical Officer | — | Private company role |
Expertise & Qualifications
- Heart failure clinical leadership, device/drug development expertise, and extensive trial PI experience; >1,500 publications/chapters/abstracts; highly cited researcher and multiple national awards .
- Board qualifications align with SCPH’s cardiorenal focus and regulatory/clinical development pathways; designated independent director .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Composition |
|---|---|---|---|
| William T. Abraham, M.D. | 102,250 | <1% | Options exercisable within 60 days; no common shares disclosed |
| Director options outstanding (Abraham) | 102,250 options | — | Aggregate options outstanding as of 12/31/2024 |
| Hedging/Pledging | Prohibited hedging/short sales; pledging/margin prohibited without prior approval | — | Alignment policy reduces misalignment risk |
Governance Assessment
- Board effectiveness and engagement: Meets independence standards; director attended at least 75% of meetings; participates on nominating/governance with ESG oversight remit—supports effective board composition and governance process .
- Compensation alignment: Director pay modest and primarily fixed cash plus time‑based options; no performance metric linkage—typical for small‑cap biotech; hedging/pledging restrictions tighten alignment .
- Conflicts/related‑party: No related‑party transactions >$120,000 since January 1, 2023; audit committee reviews/approves any such transactions per policy—reduces conflict risk .
- Structure signal: Staggered board persists, a governance drawback for some investors; offset by separated Chair/CEO roles and annual committee charter reviews .
- RED FLAGS: Minimal direct share ownership (beneficial ownership via options only; <1%) may be viewed as lighter “skin‑in‑the‑game” versus common stock, though standard for director pay mix in small‑cap biotech; no pledging/hedging permitted; no disclosed attendance shortfalls or pay anomalies .
Notes: Director compensation totals and components are per 2024 director compensation disclosures and policy; equity values are ASC 718 grant‑date fair values; committee membership and meeting counts per 2024 activity .