William Ringo
About William Ringo
William Ringo, age 79, has served as independent Chairman of Sensei Biotherapeutics’ board since March 2022. He is a veteran biopharma executive: Interim CEO at Five Prime Therapeutics (Sep 2019–Apr 2020), Senior Advisor at Barclays Capital (2010–2015), Strategic Advisor at Sofinnova Ventures (2010–2015), SVP Strategy & Business Development at Pfizer (2008–2010), President & CEO of Abgenix (2004–2006), and ~30 years in executive roles at Eli Lilly. He holds a B.S. in business administration and an MBA from the University of Dayton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five Prime Therapeutics | Interim Chief Executive Officer | Sep 2019 – Apr 2020 | CEO leadership during transition |
| Barclays Capital | Senior Advisor | 2010 – 2015 | Strategic advisory to investment bank |
| Sofinnova Ventures | Strategic Advisor | 2010 – 2015 | Life sciences investing advisory |
| Pfizer Inc. | SVP, Strategy & Business Development | 2008 – 2010 | Corporate strategy and BD leadership |
| Abgenix, Inc. | President & CEO | 2004 – 2006 | Led biotech acquired by Amgen |
| Eli Lilly | Multiple executive roles (oncology/critical care, internal medicine, infectious diseases; VP U.S. pharma sales/marketing) | ~30 years | Operating committee member; commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Assembly Biosciences, Inc. | Director; Non-Executive Chairman | Director since 2014; Chair since 2015 | Current public company board |
| Dermira, Inc. | Director | Within last five years (prior to acquisition by Lilly) | Former public company board |
| Mirati Technologies, Inc. | Director | Within last five years | Former public company board |
| Sangamo Biosciences, Inc. | Director | Within last five years | Former public company board |
| Immune Design Corp. | Director | Within last five years | Former public company board |
| Five Prime Therapeutics, Inc. | Director | Within last five years | Former public company board |
Board Governance
- Board leadership: Independent Chairman (Ringo) with agenda-setting authority; CEO and Chair roles separated .
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance (NCG) Chair (Interim Chair Feb 5, 2024; Chair effective Jan 1, 2025) .
- Independence: Board determined all directors except CEO John Celebi are independent; NCG members (Ringo, Peyer) are independent under Nasdaq rules .
- Attendance: Board met six times in 2024; each director attended ≥75% of Board and applicable committee meetings; independent directors held four executive sessions .
| Committee | Ringo’s Role | Chair? | Meetings in 2024 |
|---|---|---|---|
| Compensation | Member | No | 3 |
| Nominating & Corporate Governance | Interim Chair (Feb 5, 2024); Chair effective Jan 1, 2025 | Yes | 0 (acted by unanimous written consent) |
| Audit | Not a member | No | 4 (committee chaired by Thomas Ricks) |
Fixed Compensation
| Year | Cash Fees Earned | Notes |
|---|---|---|
| 2024 | $80,385 | Includes annual/committee retainers; Ringo served as Board Chair |
| 2024 Amended Non-Employee Director Compensation Policy (Cash) | Amount |
|---|---|
| Annual retainer | $35,000 |
| Additional retainer for independent chair | $35,000 |
| Audit chair / member | $15,000 / $7,500 |
| Compensation chair / member | $10,000 / $5,000 |
| NCG chair / member | $8,000 / $4,000 |
| Science & Technology chair / member (dissolved effective Dec 31, 2024) | $10,000 / $5,000 (not paid beginning 2025) |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Strike | Vesting | Grant-Date FV |
|---|---|---|---|---|---|
| Stock option (annual director grant) | Jun 10, 2024 | 19,000 | $0.71 | Monthly, fully vested by 1-year or next AGM | $10,164 |
| RSUs held (as of Dec 31, 2024) | — | 2,978 | — | As granted historically | — |
| Total director options held (as of Dec 31, 2024) | — | 62,650 | — | As granted historically | — |
| Director Equity Policy Terms | Details |
|---|---|
| Initial option award for new directors | 38,000 options; vests in 36 equal monthly installments |
| Additional option for independent chair | 10,000 options; vests in full at first anniversary |
| Annual option grant | 19,000 options; monthly vest to full by 1 year or next AGM |
| Change-in-control | All director equity awards vest in full upon change in control |
| Post-termination exercise | Earliest of: 4 years after termination; option expiration; or later of full years of service or standard post-termination windows (3 months any reason, 12 months disability, 18 months death); immediate expiry for termination for cause |
| Clawbacks | Compensation Committee responsible for establishing/overseeing clawback or similar policies |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Influence |
|---|---|---|
| Cambrian BioPharma | 14.7% beneficial owner; CEO James Peyer is SNSE director | Ringo chairs NCG with Peyer as member; oversight includes conflicts and succession planning |
Expertise & Qualifications
- Deep biopharma operating, BD, and governance experience across Big Pharma (Pfizer, Lilly) and biotech (Abgenix, Five Prime). Brings board leadership and strategic advisory credentials relevant to clinical-stage biotech oversight .
- Education: B.S. business administration; MBA (University of Dayton) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| William Ringo | 84,465 | <1% | Mar 18, 2025 | Includes RSUs and options exercisable within 60 days per SEC rules |
| Shares outstanding reference | 25,208,068 | — | Mar 18, 2025 | Basis for % ownership table |
| RSUs held (reference date) | 2,978 | — | Dec 31, 2024 | RSUs specifically disclosed |
| Director options held (reference date) | 62,650 | — | Dec 31, 2024 | Outstanding options |
Policy note: Directors, officers, and employees are prohibited from short sales, options, hedging transactions, margin accounts, or speculative trades in SNSE stock .
Governance Assessment
-
Strengths
- Independent Chair structure enhances oversight and accountability; clear separation from CEO role .
- Active roles on Compensation and NCG committees; NCG charter responsibilities include conflict-of-interest review, governance policy oversight, and succession planning .
- Attendance threshold compliance (≥75%); Board met six times; independent directors met four times in executive session, evidencing engagement .
- Director equity aligned via options, with full vesting on change-in-control; post-termination exercise windows support long-term alignment and continuity .
-
Watch items / potential investor confidence risks
- NCG Committee did not meet in 2024 (actions by unanimous written consent), which may limit deliberation transparency and oversight depth; Ringo resumed chair role effective Jan 1, 2025, so 2025 cadence should be monitored .
- Significant shareholder (Cambrian at 14.7%) represented on Board (Peyer) sits on NCG with Ringo; while independence is affirmed, concentrated ownership and committee participation warrant ongoing monitoring for influence or conflicts .
- No director stock ownership guidelines disclosed for non-employee directors in the proxy; alignment relies on equity grants and beneficial ownership rather than explicit guideline compliance .
-
Red flags
- Committee inactivity: NCG had zero meetings in 2024, acting solely by written consent; consider whether governance discussions (director evaluations, policy reviews) received adequate formal deliberation under Ringo’s leadership when acting as Interim Chair that year .
- Concentrated holder interlock: Cambrian’s stake and Peyer’s committee membership alongside Ringo raise potential for perceived influence; ensure robust conflict reviews (NCG charter explicitly covers conflicts) .
Director Compensation Structure Analysis
- 2024 cash fees ($80,385) plus modest option award value ($10,164) indicate a mix tilted to fixed cash with equity via standard annual options; no performance-based equity (PSUs) or cash metrics for directors disclosed .
- Equity awards are predominantly options with standardized vesting; no RSU annual grants to directors are noted in 2024, though Ringo held RSUs from prior grants (2,978 as of Dec 31, 2024) .
- Policy updates in March 2024 formalized cash retainers and option-centric equity; Science & Technology Committee retainers eliminated in 2025 after committee dissolution, modestly reducing potential cash fees going forward .
Related Party Transactions
- No related-party transactions involving William Ringo are disclosed in the 2025 proxy; Board independence determinations reaffirm his independent status .
Attendance & Engagement Summary
| Metric | Value |
|---|---|
| Board meetings (2024) | 6 |
| Independent director executive sessions (2024) | 4 |
| Director attendance threshold | Each director ≥75% of Board and applicable committee meetings |