Charles Williams
About Charles Williams
Charles Williams, age 46, serves as Chief Financial Officer (since November 2020), Corporate Secretary (since February 2023), and Chief Operating Officer (since February 1, 2024) at Surrozen (SRZN). He holds a B.A. in economics from Cornell University and previously led corporate development, business development, finance, and strategic planning roles in biopharma . In connection with his COO appointment, his annual base salary was increased to $465,000 effective February 1, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jazz Pharmaceuticals plc | Head of Corporate Development | 2013–Nov 2020 | Led corporate development initiatives |
| MAP Pharmaceuticals, Inc. (acquired by Allergan, Inc.) | Director of Corporate and Business Development | 2008–2013 | Business development through pre-acquisition phase |
| CV Therapeutics, Inc. (acquired by Gilead Sciences, Inc.) | Various roles in business development, finance, strategic planning | Prior to 2008 | Platform, finance and strategy roles during growth and pre-acquisition period |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 444,465 | 463,289 |
| Target Bonus (%) | 40% of base | 40% of base |
| Actual Bonus Paid ($) | 163,563 | 181,350 |
| Actual Bonus as % of Target | 92% (84% corporate; 100% individual) | 97.5% (95% corporate; 100% individual) |
| Other Compensation ($) | 3,000 (401(k) match) | 3,000 (401(k) match) |
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|---|
| 2024 | Corporate performance goals | 50% | 40% of base | 95% attainment | Contributes to 97.5% total bonus | Bonuses generally paid within months after year-end |
| 2024 | Individual goals | 50% | 40% of base | 100% attainment | Contributes to 97.5% total bonus | Bonuses generally paid within months after year-end |
| 2023 | Corporate performance goals | 50% | 40% of base | 84% attainment | Contributes to 92% total bonus | Bonuses generally paid within months after year-end |
| 2023 | Individual goals | 50% | 40% of base | 100% attainment | Contributes to 92% total bonus | Bonuses generally paid within months after year-end |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Shares) | 51,316 (1.54% of outstanding) |
| Common Shares | 8,982 |
| Warrants (Series A) | 1,474 shares issuable |
| Warrants (Series B) | 1,603 shares issuable |
| Options (Exercisable within 60 days of Mar 19, 2025) | 39,257 shares |
| Anti-Hedging/Pledging | Company policy prohibits hedging, pledging, margin accounts, and speculative transactions for directors and officers |
Outstanding and 2024 Equity Awards:
- RSUs: 7,000 units granted on 4/24/2024; vest in two equal annual installments from vesting commencement date (1/1/2024); grant-date market value $100,450 .
- Options (selected grants):
- 4/24/2024 grant: 2,979 exercisable; 10,021 unexercisable; $8.97 strike; expires 4/24/2034; vests monthly over 4 years from 1/1/2024 .
- 5/01/2024 grant: 3,937 exercisable; 23,063 unexercisable; $9.89 strike; expires 5/01/2034; vests monthly over 4 years from 5/01/2024 .
- 2/01/2023 grant: 3,993 exercisable; 4,340 unexercisable; $10.51 strike; expires 2/01/2033; vests monthly over 4 years from 1/01/2023 .
- Standard vesting terms: options generally vest over 4 years in 48 equal monthly installments from vesting commencement; pre‑August 2021 awards vest 25% at one year then monthly thereafter; RSUs in 2024 vest in two equal annual installments .
Participation in Company Financings (alignment signal):
- April 2024 private placement: purchased 1,474 shares at $16.96 per share and received Series A warrants (1,474) and Series B warrants (1,603); also received Series C and D warrants (5,712 each) that were later cancelled in March 2025; Series A and B warrants’ exercise prices were reduced to $12.45 in March 2025 .
- Company-wide warrant repricing/cancellation in March 2025: Series A and B warrant exercise prices reduced; Series C and D warrants cancelled (affects instruments he holds) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment status | At-will; standard confidential information and invention assignment agreement |
| Severance (termination without cause) | 9 months base salary and 9 months continued benefits; no equity vesting acceleration |
| Change-of-control severance (double-trigger) | If terminated within the 12-month period beginning 3 months prior to a change-of-control: 12 months base salary, 100% of target bonus, 12 months benefits, and full acceleration of all existing equity vesting requirements |
| Clawback policy | Dodd-Frank-compliant recoupment policy for incentive compensation upon required accounting restatement |
| Insider trading controls | Preclearance required for directors and officers; anti-hedging/anti-pledging policy prohibits short sales, options, hedging, margin accounts, pledges, and speculative transactions in company stock |
Investment Implications
- Alignment and retention: Mix of cash and equity, plus 2024 RSU grants and multiple 2024 option awards, suggests increased emphasis on retention and long-term incentives; change-of-control terms include double-trigger cash and full equity acceleration, which may reduce exit friction but can create deal timing incentives .
- Pay-for-performance: Bonus outcomes are formulaic and tied 50/50 to corporate and individual goals for non-CEO executives; actual payouts of 97.5% (2024) and 92% (2023) of target reflect high goal attainment, indicating strong execution against disclosed milestones .
- Selling pressure risk: Anti-hedging/pledging policy materially limits speculative selling and collateralization; monthly option vesting creates regular incremental liquidity but without evidence of hedging or pledging practices .
- Skin-in-the-game: Direct participation in the April 2024 financing and ownership of warrants/options signal personal capital at risk and alignment with future value creation; warrant repricing and cancellation in March 2025 affected his instruments, linking him to company-wide capital structure changes .
Supporting Detail Tables
Equity Awards (selected 2024 grants)
| Grant Date | Vesting Commencement | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Notes |
|---|---|---|---|---|---|---|
| 04/24/2024 (Options) | 01/01/2024 | 2,979 | 10,021 | 8.97 | 04/24/2034 | 4-year monthly vest |
| 05/01/2024 (Options) | 05/01/2024 | 3,937 | 23,063 | 9.89 | 05/01/2034 | 4-year monthly vest |
| 04/24/2024 (RSUs) | 01/01/2024 | — | 7,000 | — | — | Two equal annual installments; market value $100,450 |
Beneficial Ownership Breakdown (as of 3/19/2025)
| Component | Shares |
|---|---|
| Common stock | 8,982 |
| Series A warrants | 1,474 shares issuable |
| Series B warrants | 1,603 shares issuable |
| Options (exercisable ≤60 days) | 39,257 |
| Total beneficial ownership | 51,316 (1.54%) |