David Wheadon
About David E. Wheadon
Independent director since May 2021; age 67. M.D. from Johns Hopkins; A.B. in biology, cum laude, from Harvard. Former SVP, Global Regulatory Affairs, Patient Safety & Quality Assurance at AstraZeneca; prior senior roles at JDRF, PhRMA, Abbott, GlaxoSmithKline and Eli Lilly. Current public company directorships: Vaxart, Inc. (NASDAQ: VXRT) and Indivior, Inc (NASDAQ: INDV); also serves on the boards of ConnectiveRx and Trustees of Mount Sinai Health System .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca Plc | SVP, Global Regulatory Affairs, Patient Safety, and Quality Assurance | Dec 2014 – Jul 2019 | Led global regulatory, product quality, and patient safety |
| Juvenile Diabetes Research Foundation International | EVP, Research & Advocacy | May 2013 – Dec 2014 | Advanced research and advocacy priorities |
| PhRMA | SVP, Scientific & Regulatory Affairs | Jan 2009 – May 2013 | Industry scientific and regulatory leadership |
| Abbott Laboratories | VP / Group VP, Global Pharmaceutical Regulatory Affairs | 2005 – 2009 | Global regulatory leadership |
| GlaxoSmithKline; Eli Lilly | Senior regulatory and clinical development leadership | Prior to 2005 | Regulatory and clinical development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vaxart, Inc. (NASDAQ: VXRT) | Director | Current | Public company board |
| Indivior, Inc (NASDAQ: INDV) | Director | Current | Public company board |
| ConnectiveRx | Director | Current | Private company board |
| Mount Sinai Health System | Trustee | Current | Non-profit governance |
Board Governance
- Committees: Audit Committee (member); Nominating & Corporate Governance (NCG) Committee (member) .
- Independence: Board determined all directors except CEO are independent under Nasdaq standards; Wheadon is independent .
- Attendance and engagement: Board met 8 times in 2024; all directors attended the 2024 Annual Meeting; committees held regular executive sessions without management .
- Committee activity: Audit Committee met 5 times in 2024; NCG Committee met 5 times in 2024 .
- Lead Independent Director: Role established Jan 2025 (Vincent K. Petrella) to coordinate independent directors and executive sessions .
Fixed Compensation
| Component | Policy/Detail | 2024 Amount (Wheadon) |
|---|---|---|
| Annual cash retainer | $75,000 for non-employee directors | $85,000 (includes committee fees) |
| Committee membership fees | Audit: +$7,500 member; Chair +$25,000. NCG: +$2,500 member; Chair +$15,000. LDC: +$5,000 member; Chair +$20,000. No fees for EO Litigation or Nordion Pricing Committees | Included in cash total |
| Expense reimbursement | Reasonable out-of-pocket expenses reimbursed per bylaws | As incurred (not itemized) |
Performance Compensation
| Component | Grant mechanics | Vesting | 2024 Amount (Wheadon) |
|---|---|---|---|
| Annual RSU grant | Target grant-date value $225,000 under 2020 Omnibus Incentive Plan | Vests in full at earlier of 1-year from grant or immediately prior to next annual meeting, subject to service | $224,997 grant-date fair value |
- Director equity awards are time-based; proxy does not disclose performance metrics for director compensation (no PSUs/options for directors) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| Vaxart, Inc. | Director | No related-party transactions disclosed with SHC |
| Indivior, Inc | Director | No related-party transactions disclosed with SHC |
| ConnectiveRx | Director | No related-party transactions disclosed with SHC |
| Mount Sinai Health System | Trustee | No related-party transactions disclosed with SHC |
Expertise & Qualifications
- Skills matrix: Healthcare/MedTech, Finance, International, Legal/Regulatory, Technology & Science, Cybersecurity, Enterprise Risk Management, Strategy; service on two other public company boards .
- Qualifications emphasized: Global health policy and regulatory affairs, product quality, patient safety .
Equity Ownership
| As of | Total Beneficial Ownership | Composition | % of Shares Outstanding |
|---|---|---|---|
| Mar 28, 2025 | 55,780 shares | 35,961 common shares + 20,089 RSUs vesting within 60 days | <1% |
- Stock ownership guidelines: Directors expected to hold stock valued at 5× annual cash retainer within 5 years; Wheadon complied as of Aug 7, 2023 . Company notes directors either comply or are on track by 2024–2025 monitoring .
- Hedging/pledging: Insider Trading Policy prohibits hedging and short sales; pledging only with advance approval . No pledging or hedging by Wheadon disclosed .
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Post-Transaction Beneficial Ownership |
|---|---|---|---|---|
| May 27, 2025 | May 22, 2025 | Award (director RSUs) | 19,132 | 74,912 shares reported on Form 4 |
| May 24, 2024 | May 24, 2024 | Award (director RSUs) | 20,089 | Not individually reported on summary pages (director award event) |
Note: Public aggregator records list standard annual director RSU grants at the meeting date; the Company hosts Form 4 filings for Wheadon’s awards .
Governance Assessment
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Strengths:
- Independent director with deep regulatory and patient safety expertise; sits on Audit and NCG—committees overseeing financial reporting, compliance, independence, and ESG/corporate responsibility .
- Strong attendance culture at SHC; Board and committees meet regularly with executive sessions without management .
- Ownership alignment: RSU-based annual grants and compliance with director stock ownership guidelines; no hedging/pledging permitted .
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Potential Risks/Considerations:
- Sponsor influence persists via Stockholders Agreement (Warburg Pincus/GTCR designation rights and committee representation), though Audit Committee excludes sponsor designees; Wheadon is not sponsor-affiliated .
- Classified board and supermajority voting standards remain; SHC added a Lead Independent Director in Jan 2025 to enhance independent oversight -.
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RED FLAGS: None disclosed specific to Wheadon—no related-party transactions, pledging, or attendance issues reported .