David J. Woodhouse
About David J. Woodhouse
David J. Woodhouse, Ph.D., age 55, is an independent director of Surrozen and Chair of the Board (since April 2023). He has served on the Surrozen Board since September 2020. He is the Chief Executive Officer and a director of NGM Biopharmaceuticals, Inc. (since September 2018). He holds a B.A. in pharmacology (UC Santa Barbara), an M.B.A. (Tuck/Dartmouth), and a Ph.D. in molecular pharmacology (Stanford School of Medicine) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NGM Biopharmaceuticals, Inc. | Chief Financial Officer; Acting Chief Financial Officer | CFO Mar 2015–Sep 2018; Acting CFO Sep 2018–Jun 2020 | Financial leadership through public-company operations |
| Goldman Sachs & Co. LLC | Investment banker; Managing Director, co-head biotech investment banking | 2002–2015 | Advised on capital markets/M&A in biotech |
| Dynavax Technologies Corporation | Professional role (unspecified) | Earlier career (dates not disclosed) | R&D/biotech operating exposure |
| Amgen, Inc. | Research assistant | Earlier career (dates not disclosed) | Scientific foundation in large-cap biotech |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| NGM Biopharmaceuticals, Inc. | Chief Executive Officer and Director | Not specified in proxy | Current external operating role and directorship |
| Other public company directorships (past 5 years) | — | — | None disclosed in Surrozen’s proxy (only NGM role listed) |
Board Governance
- Chair of the Board (non-executive; independent) with CEO/Chair roles separated, consistent with Board’s preferred structure for oversight and governance balance .
- Committee assignments: Audit Committee member; designated as an “audit committee financial expert” by the Board .
- Independence: Board determined all directors except the CEO are independent under Nasdaq rules; Woodhouse is independent .
- Attendance and engagement: In 2024, the Board met 10 times and the Audit Committee met 5 times; each director met at least 75% attendance on Board/committee obligations (except Dr. Kutzkey). Executive sessions of non-management/independent directors are held regularly, with at least two fully independent sessions per year .
| Governance Item | Detail |
|---|---|
| Board Role | Chair of the Board (since Apr 2023) |
| Independence | Independent under Nasdaq |
| Committees | Audit Committee member; “audit committee financial expert” |
| 2024 Attendance | Met ≥75% threshold (Board noted exceptions applied only to Dr. Kutzkey) |
| Executive Sessions | Held regularly; ≥2 per year for independent directors |
Fixed Compensation (Director Pay)
| Year | Fees Earned (Cash) | Equity/Option Awards (Grant-date Fair Value) | Total |
|---|---|---|---|
| 2024 | $72,500 | $11,004 | $83,504 |
- 2024 annual equity grant: In June 2024, each director received a nonstatutory option to purchase 1,333 shares at a $11.00 strike, vesting fully on the one-year anniversary .
- Policy detail for non-employee directors (cash retainers/fees):
- Annual board retainer: $35,000 .
- Additional Chair retainer: $30,000 .
- Audit Committee: Chair $15,000; member $7,500 .
- Compensation Committee: Chair $10,000; member $5,000 .
- Nominating & Corporate Governance: Chair $8,000; member $4,000 .
- Annual director equity grant at each annual meeting: options for 1,333 shares (one-year cliff vest) .
- Initial appointment grant: options for 2,666 shares (36 equal monthly installments) .
- Options are 10-year term and priced at FMV on grant date .
Performance Compensation (Director Pay)
| Element | Disclosure |
|---|---|
| Performance-based cash for directors | None disclosed (director pay consists of cash retainers/fees and time-based options) |
| Director equity vesting; performance metrics | Time-based vesting only; no TSR/financial metric linkage disclosed |
| Change-of-control treatment (directors) | All unvested director options vest in full immediately prior to closing if in continuous service through CoC |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| NGM Biopharmaceuticals, Inc. | CEO and Director | Not specified in proxy | No compensation committee interlocks reported by Surrozen; none of Surrozen’s executive officers were on another company board comp committee, and vice versa |
Expertise & Qualifications
- Audit and finance: Former CFO and acting CFO at NGM; Board-designated “audit committee financial expert” .
- Capital markets/M&A: 13 years at Goldman Sachs, most recently MD and co-head of biotech investment banking .
- Scientific/biotech: Ph.D. in molecular pharmacology (Stanford); early career roles at Dynavax and Amgen .
- Governance: Independent Chair with separation of Chair/CEO roles, consistent with Board’s governance rationale .
Equity Ownership
| Component | Amount |
|---|---|
| Total beneficial ownership | 5,007 shares (<1% of outstanding) |
| Restricted stock awards (within 60 days) | 2,341 shares |
| Options exercisable within 60 days | 2,666 shares |
| Non-employee director options held (as of 12/31/24) | 3,999 options |
Context: Shares outstanding were 3,281,169 as of the March 19, 2025 record date .
Insider policy: Hedging, short sales, options, margin accounts, and pledging are prohibited for directors/officers/employees .
Section 16(a): All filings were timely in 2024 except one late Form 4 by the CEO; no delinquencies disclosed for Woodhouse .
Related-Party Exposure and Conflicts
- Oversight: The Audit Committee (of which Woodhouse is a member) reviews and approves related-person transactions under a written policy .
- Disclosed related-party items in 2024–2025 involved The Column Group affiliations (e.g., TCGFB research collaboration, private placements, sublease to Nura Bio); these were associated with Dr. Kutzkey/TCG and included recusals where applicable; no Woodhouse-related transactions were disclosed .
Risk Indicators and Policies
- Anti-hedging/anti-pledging: Prohibited across directors/officers/employees (alignment-positive; reduces hedging/pledge risk) .
- Clawback: Company adopted a Dodd-Frank-compliant recoupment policy for executive incentive pay tied to financial reporting measures .
- Executive sessions: Regular non-management and independent director sessions enhance board independence .
Governance Assessment
-
Strengths and investor-confidence signals:
- Independent Chair with clear separation from CEO role .
- Audit Committee membership with “financial expert” designation enhances financial oversight .
- Attendance compliance (≥75% threshold) and robust executive sessions .
- Transparent anti-hedging/anti-pledging policy; Section 16 compliance with no issues reported for Woodhouse .
- Director equity vests time-based and accelerates at CoC (clear terms; not pay-for-performance, but aligned with service) .
-
Watch items:
- Modest direct ownership (5,007 shares; <1%), though consistent with small-cap director norms; equity is primarily options with one-year cliff vest for annual grants .
- Time commitments: Simultaneous role as NGM CEO and Surrozen Board Chair—monitor ongoing engagement/attendance and potential future conflicts if business overlaps (no related-party items involving Woodhouse disclosed) .
No Say-on-Pay results for directors or director-specific performance metrics were disclosed; director compensation is standard cash retainer plus time-based options, with defined CoC acceleration .