William "Bill" Valle
About William “Bill” Valle
William “Bill” Valle, age 64, joined the TriSalus Life Sciences (TLSI) Board in January 2025 and currently serves on the Audit and Compensation Committees, chairing the Compensation Committee. He is Executive Chairman and a director of FC Compassus, LLC (home care) since May 2024, and previously served as Chief Executive Officer of Fresenius Medical Care AG from January 17, 2017 to December 2023 after holding roles of increasing responsibility at Fresenius beginning in April 2009 . His committee assignments at TLSI emphasize compensation governance and financial oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fresenius Medical Care AG | Chief Executive Officer | Jan 17, 2017 – Dec 2023 | Led global provider of renal disease products/services; extensive healthcare operating experience |
| Fresenius Medical Care (various roles) | Senior leadership roles | Apr 2009 – Jan 2017 | Roles of increasing responsibility prior to CEO |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FC Compassus, LLC | Executive Chairman; Director | Since May 2024 | Home care company; industry-domain expertise relevant to TLSI’s healthcare focus |
Board Governance
| Committee | Current Role (2025 Proxy) | Composition Notes |
|---|---|---|
| Compensation | Chair; Member | Current composition: Valle (Chair), Desai; following Annual Meeting: Valle (Chair), Desai, Gordon, Wahlström; all members independent under Nasdaq/SEC standards; qualifies as non‑employee directors under Rule 16b‑3 |
| Audit | Member | Current composition: Matlin (Chair), Hicks, Valle; following Annual Meeting: Matlin (Chair), Desai, Hicks, Valle |
| Science & Technology | Member (post‑meeting) | Following Annual Meeting: Desai (Chair), Gordon, Murphy, Valle |
| Finance Strategy | Member | Current and post‑meeting composition: Murphy (Chair), Matlin, Valle, Wahlström |
- Attendance and engagement: TLSI expects directors to prepare for and attend Board/committee meetings; in 2024 the Board met 7 times; Audit 5; Compensation 5; Nominating & Governance 4; Science & Technology 5; Finance Strategy (formed Feb 2025) held none during 2024; no director attended fewer than 75% of meetings in 2024 (note: Valle joined 2025) .
- Executive sessions: Independent director sessions are regularly scheduled, typically at each regular Board meeting .
- Governance infrastructure: Charters posted publicly; Board oversight spans enterprise risk, strategy, M&A, and ESG; committees oversee specific risk domains including compensation, financial reporting, R&D strategy, and capital structure .
Fixed Compensation
| Component | Amount | Eligibility/Notes |
|---|---|---|
| Board annual cash retainer | $50,000 | Non-employee directors; paid quarterly in arrears; prorated for partial quarters |
| Chair of Board | $30,000 | Additional to Board retainer |
| Audit Chair | $20,000 | Additional to Board retainer |
| Compensation Chair | $15,000 | Additional to Board retainer |
| Nominating & Governance Chair | $15,000 | Additional to Board retainer |
| Science & Technology Chair | $25,000 | Additional to Board retainer |
| Committee member (non‑chair) | $7,500 | Per committee |
| Finance Strategy Chair (added Feb 2025) | $20,000 | Amendment in Feb 2025 |
| Finance Strategy member (added Feb 2025) | $7,500 | Amendment in Feb 2025 |
Equity in lieu of cash: Beginning calendar year 2025, directors may elect to receive their annual Board retainer (including Board Chair retainer) as RSUs that vest in substantially equal quarterly installments, with pro‑rata accelerated vesting at service termination within the year; settlement may be deferred subject to Section 409A; shares determined by dividing eligible fees by closing stock price on grant date, rounded down .
Performance Compensation
| Award Type | Grant Size | Vesting | Exercise Price / Settlement | Acceleration |
|---|---|---|---|---|
| Initial Option (upon first election/appointment) | 35,000 shares | 3 equal annual installments from grant date, subject to continued service | Exercise price = FMV on grant date | Full vest upon change‑in‑control |
| Annual Option (each annual meeting) | 15,000 shares | Vests in full on earlier of first anniversary or next annual meeting, subject to continued service | Exercise price = FMV on grant date | Full vest upon change‑in‑control |
| Prorated Annual Option (mid‑year appointment) | Prorated to months remaining to next annual meeting | As above | As above | As above |
| RSU Retainer Election (from 2025) | Shares equal to elected fees/closing price | Quarterly vest; pro‑rata acceleration upon service termination within the year | Settlement may be deferred (Section 409A) | N/A (policy outlines pro‑rata vest on termination) |
Committee authority includes approving and modifying clawback policies to recoup improper compensation and establishing/monitoring stock ownership guidelines for directors and executive officers .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| FC Compassus, LLC | Executive Chairman; Director | Home care services; no TLSI disclosed related‑party transactions or conflicts involving Valle |
| Fresenius Medical Care AG (prior) | CEO; senior roles | Prior affiliation in renal care devices/services; no TLSI disclosed related‑party transactions involving Valle |
Expertise & Qualifications
- Healthcare leadership: CEO experience at Fresenius Medical Care AG; deep operating credentials in renal care and healthcare services .
- Board competencies: Compensation governance (committee chair), audit/financial oversight, R&D oversight (Science & Technology), and capital structure/strategic finance (Finance Strategy) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Date/Denominator |
|---|---|---|---|
| William Valle | — | <1% | As of Mar 31, 2025; 32,272,462 shares outstanding |
- Hedging/pledging prohibited: Directors may not hedge, purchase on margin, borrow against, or pledge TLSI stock under the Insider Trading Policy .
- Ownership guidelines: Compensation Committee establishes and monitors stock ownership guidelines for directors; specific multiples not disclosed .
Governance Assessment
- Independence and committee leadership: Valle chairs the Compensation Committee, with committee independence affirmed under Nasdaq/SEC standards—supports investor confidence in pay governance .
- Multi‑committee engagement: Membership across Audit, Finance Strategy, and Science & Technology (post‑meeting) increases exposure to financial controls, capital allocation, and R&D oversight—positive for board effectiveness .
- Alignment risk: No beneficial ownership reported as of Mar 31, 2025; while hedging/pledging is prohibited, low or zero ownership may weaken perceived “skin‑in‑the‑game.” RED FLAG: low direct ownership .
- Compensation structure: Directors compensated via cash retainers and time‑based options; starting 2025, RSU retainer elections shift mix toward equity but remain time‑based—no disclosed performance metrics tied to director equity awards .
- Related‑party and Section 16 controls: No related‑party transactions disclosed involving Valle; company tightened Section 16 controls after isolated late filings by other individuals in 2024—no Valle exceptions noted (appointed 2025) .
- Shareholder feedback: As an emerging growth company, TLSI is exempt from say‑on‑pay and CEO pay ratio disclosures—limits external feedback mechanisms on compensation .
Overall: Valle’s governance profile reflects strong healthcare leadership and active committee participation, particularly in compensation oversight. Key watchpoint is equity alignment given no beneficial ownership disclosed to date; monitoring future RSU elections or option grants (Initial/Annual Options) and any movement toward ownership guidelines compliance will be important for investor confidence .