William H.C. Chang
About William H.C. Chang
William H.C. Chang, age 69, is a Class I director at Semler Scientific and has served on the board since April 2023 (and previously from September 2012 to June 2014) . He holds a bachelor’s degree in economics from Harvard University and is chairman of Westlake Realty Group and Westlake International Group, with more than 40 years of experience; he is also a partner in Digikey Investment Holdings and a principal partner in the San Francisco Giants . He is currently on the board of Ensysce Biosciences, Inc. (since 2008), and has prior board roles with the Asia Foundation and the San Francisco Port and Social Services Commissions; he is a former chairman of the U.S. Rugby Football Union . Chang is nominated for re-election at the September 5, 2025 annual meeting to serve until 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Westlake Realty Group; Westlake International Group | Chairman | >40 years | Long-term leadership in real estate and international business |
| Digikey Investment Holdings | Partner | Not disclosed | Early-stage tech investing focus (clean/green, M2M, mobile, cloud) |
| San Francisco Giants (MLB) | Principal Partner | Not disclosed | Major sports franchise partner |
| U.S. Rugby Football Union | Former Chairman | Not disclosed | National sports governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ensysce Biosciences, Inc. | Director | Since 2008 | Current public company board |
| Asia Foundation | Director (prior) | Not disclosed | Prior non-profit board |
| SF Port & Social Services Commissions | Commissioner (prior) | Not disclosed | Prior municipal commissions |
Board Governance
| Committee | 2024 Membership | 2025 Composition/Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Chang, Messina, Semler | Messina (Chair), Chang, Brunell | 4 |
| Compensation | Chang, Semler | Chang, Brunell | 1 |
| Nominating & Corporate Governance | Chang, Messina, Semler | Chang, Messina | 0 |
| Bitcoin Strategy | Chang, Semler, Murphy‑Chutorian | Semler (Chair), Chang, Murphy‑Chutorian, Brunell | 0 (formed May 2024) |
- Independence: The board determined Chang is independent under Nasdaq standards .
- Attendance: The board met five times in 2024; each director then in office attended at least 75% of board and committee meetings .
- Annual meeting engagement: Only one director attended the 2024 annual stockholder meeting (no formal policy on director attendance) .
- Tenure/class: Class I director; up for election September 5, 2025 to serve until 2028 .
Fixed Compensation
| Component | Amount/Structure | Period/Date | Notes |
|---|---|---|---|
| Fees Earned (Cash) | $74,250 | FY2024 | Board/committee retainers |
| Board Retainer (policy) | $45,000 (non-employee director); $82,500 (non-employee chair) | FY2024 policy | Retainers paid quarterly |
| Audit Committee (cash) | $11,250 member; $22,500 chair | FY2024 policy | Quarterly payments |
| Compensation Committee (cash) | $7,500 member; $15,000 chair | FY2024 policy | Quarterly payments |
| Nominating Committee (cash) | $3,000 member; $7,500 chair | FY2024 policy | Quarterly payments |
| 2025 Board Cash Policy | Cash eliminated; equity-only | Effective Jan 2025 | See option structure below |
Performance Compensation
| Award Type | Grant Date | Quantity/Terms | Valuation/Notes |
|---|---|---|---|
| Stock Awards (Board service) | May 2024 | 2,182 shares (fully vested on grant) | Determined as $50,000 / closing price; granted under 2014 Plan |
| Stock Awards (Board service) | Nov 2024 | 1,318 shares (fully vested on grant) | $50,000 / closing price; granted under 2024 Plan |
| Option Award (Bitcoin Strategy Committee) | May 23, 2024 | 27,000 options; $23.32 exercise; 2-year term | Granted under 2014 Plan; service-based committee award |
2025 non-employee director equity policy (structure applies to Chang’s roles):
- Board member options: 5,000 annually (6,000 for chair); vest monthly over 12 months; 10-year term; vested options exercisable for full 10 years post-separation .
- Audit: 750 member; 1,500 chair; vest monthly over 12 months; 10-year term .
- Compensation: 500 member; 1,000 chair; vest monthly over 12 months; 10-year term .
- Nominating: 375 member; 750 chair; vest monthly over 12 months; 10-year term .
- Bitcoin Strategy: 1,000 member; 150,000 chair; vest monthly over 24 months; expire 24 months after grant .
- May 2025 additional equity for increased time commitments: Board 2,500 (3,000 chair); Audit 375 (750 chair); Compensation 250 (500 chair); Nominating 185 (375 chair); Bitcoin Strategy 500 member; 75,000 chair; same vesting/term rules .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock |
|---|---|---|---|
| Ensysce Biosciences, Inc. | Public company | Director (since 2008) | None disclosed with SMLR customers/suppliers |
| Asia Foundation | Non-profit | Prior director | None disclosed |
| SF Port & Social Services Commissions | Municipal | Prior commissioner | None disclosed |
| San Francisco Giants | Private sports franchise | Principal partner | None disclosed |
Expertise & Qualifications
- Early-stage medical and technology company investor/director with focus on clean/green, M2M, mobile, and cloud applications .
- Harvard University economics degree; decades of leadership in real estate/international business and sports governance .
- Broad network across private investing and public company board service (Ensysce) .
Equity Ownership
| Measure | Amount | As Of | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 910,017 shares | June 30, 2025 | 6.6% of outstanding common shares |
| Ownership % of Common | 6.6% | June 30, 2025 | Based on 13,688,405 shares outstanding |
| Options Exercisable (≤60 days) | 24,336 shares | June 30, 2025 | Included in beneficial ownership |
| Grantor Retained Annuity Trusts | 199,596 shares | June 30, 2025 | Personal trusts |
| W&D Chang Family Trust | 444,577 shares | June 30, 2025 | Family trust holdings |
| Chang 2020 GP LP | 241,508 shares | June 30, 2025 | LP; Chang/spouse manage GP; shared voting/investment control |
Policy signals:
- Insider trading policy prohibits short sales, derivatives, and hedging; addresses pledging risk by highlighting margin/pledge risks; prohibits derivative/hedging transactions by directors .
- Section 16(a) compliance: Officers and directors complied with filing requirements in 2024 .
Governance Assessment
- Independence and breadth: Chang is an independent director, serving across Audit, Compensation, Nominating, and Bitcoin Strategy committees—broad coverage that enhances oversight breadth but concentrates influence .
- Attendance and engagement: Board met five times in 2024 with ≥75% attendance by each director, but only one director attended the 2024 annual meeting—stockholder engagement optics could be improved .
- Compensation mix evolution: 2024 compensation included cash ($74,250), stock ($100,000), and options ($279,450); 2025 shifts to equity-only with generous option structures and extended post-separation exercisability—alignment via equity, but option-heavy pay and unusual terms warrant scrutiny, especially around Bitcoin Strategy committee awards .
- Ownership alignment: Significant insider ownership (6.6%) via direct, trust, and partnership structures indicates strong skin-in-the-game; monitor for any future pledging (policy discourages) and potential influence on capital structure/treasury strategy .
- Related-party/entrenchment risk: 2023 cooperation agreement with fellow >5% holder Eric Semler added both to the board and embedded voting commitments; in 2025 Semler is Executive Chairman and a paid consultant ($30,000/month) to advance the Bitcoin strategy—Chang’s joint roles across committees require continued vigilance for independence and fair process .
- Capital structure signals: Board proposals to materially increase authorized common stock (to 210,000,000) and authorize 42,000,000 “blank-check” preferred stock have stated strategic rationale tied to Bitcoin accumulation and flexibility but include explicit anti-takeover effects—investors should assess dilution risk and governance safeguards .
RED FLAGS
- Cooperation agreement with >5% holders influencing board composition and voting commitments; potential entrenchment dynamics .
- Elimination of cash director pay and reliance on large, flexible option grants (including special Bitcoin committee grants and extended exercisability) that may weaken pay discipline and introduce misalignment if performance hurdles are absent .
- Capital authorization proposals with acknowledged anti-takeover effects; substantial dilution capacity relative to current shares outstanding .
Positive Signals
- Independent status affirmed; multi-committee participation enhances oversight coverage .
- Strong personal ownership (6.6%) and compliance with insider reporting; robust insider trading/hedging prohibitions .
- Audit committee chaired by an audit committee financial expert (Messina), with Chang as member—supports financial reporting oversight .