R. Sanders Williams
About R. Sanders (Sandy) Williams, M.D.
Independent director and Chair of the Board at Tenaya Therapeutics since January 2025; director since October 2016. Age 76 as of March 31, 2025. Former President (2009–2017) and President Emeritus (since 2018) of Gladstone Institutes; Professor of Medicine at UCSF and Senior Advisor for Science & Technology at Duke University; elected to the National Academy of Medicine. Education: A.B. Princeton; M.D. Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gladstone Institutes | President; President Emeritus | President: Nov 2009–Dec 2017; Emeritus since Jan 2018 | Led biomedical research enterprise |
| Gladstone Foundation | Chief Executive Officer | Jan 2016–Dec 2018 | Supported Gladstone Institutes |
| Duke University | Professor of Medicine; Senior Advisor for Science & Technology; Interim VP for Research & Innovation | Senior Advisor since Jan 2018; Interim VP Feb 2021–Jan 2022 | Research leadership and innovation oversight |
| UCSF | Professor of Medicine | Since 2010 | Academic leadership |
| Duke-NUS Graduate Medical School, Singapore | Founding Dean; Governing Board member | Founding Dean 2003–2008; Governing Board 2003–2010 | International medical education leadership |
| UT Southwestern Medical Center | Chief of Cardiology; Director, Ryburn Center for Molecular Cardiology | 1990–2001 | Cardiovascular research leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Laboratory Corporation of America Holdings | Director | Oct 2014–May 2024 | Public company; service ended 2024 |
| Amgen | Director | Oct 2014–May 2024 | Public company; service ended 2024 |
| Scion Neurotism, Inc. | Director | Since Oct 2023 | Private biotechnology company |
Board Governance
- Chair of the Board since Jan 2025; Board leadership is separated from CEO role; Williams is not an officer .
- Committee assignments (2025): Compensation Committee member; Science & Technology Committee member. Not on Audit or Corporate Governance & Nominating Committees .
- Independence: Board determined Williams is independent under Nasdaq rules .
- Attendance: In 2024, the Board held 7 meetings; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Committee activity levels (2024): Audit (4 meetings), Compensation (6), Corporate Governance & Nominating (2), Science & Technology (3) .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging company securities .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Paid or Earned in Cash ($) | $47,500 | $55,000 |
- Outside Director cash retainer: $40,000 annually; Chair retainer: $30,000; committee chairs/members: Audit ($15,000/$7,500), Compensation ($10,000/$5,000), Corporate Governance & Nominating ($8,000/$4,000), Science & Technology ($10,000/$5,000). Paid quarterly, in arrears .
- Note: He became Chair in Jan 2025, so the Chair retainer applies going forward (not reflected in FY 2024) .
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Option Awards (Grant-date Fair Value, $) | $159,889 | $50,823 |
| Total Director Compensation ($) | $207,389 | $105,823 |
- Equity structure for outside directors: Initial option award fair value $320,000 (capped at 68,000 shares); Annual option award fair value $160,000 (capped at 34,000 shares). Annual awards vest fully one year from grant; options have 10-year term, strike price equal to grant-date FMV; change-in-control accelerates vesting 100% .
- Annual limit: Aggregate cash + equity compensation capped at $500,000 per director per fiscal year (equity valued at grant-date fair value) .
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock |
|---|---|---|
| Amgen | Public biopharma | Several Tenaya directors/executives have Amgen history; Williams served until May 2024 |
| Laboratory Corporation of America Holdings | Public diagnostics | External board experience (ended 2024) |
| Gladstone Institutes | Non-profit research | Shared Gladstone affiliation with Tenaya director Deepak Srivastava (President since 2018) |
- Related party transactions: Offerings involved The Column Group (board representation via David Goeddel), RA Capital, T. Rowe Price; no Williams-specific related-party transactions disclosed .
Expertise & Qualifications
- Cardiovascular scientist and academic leader; National Academy of Medicine member; extensive leadership across research institutions and global medical education .
- Board experience across biopharma and diagnostics; current scientific governance contributions via Science & Technology Committee .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 99,258 (<1%) |
| Options exercisable within 60 days (Mar 31, 2025) | 69,259 |
| Total stock options held (as of Dec 31, 2024) | 103,259 |
| Ownership % of shares outstanding | <1% |
| Pledging/Hedging | Prohibited by policy |
Governance Assessment
- Board effectiveness: Williams’ transition to independent Chair in 2025 strengthens oversight and board independence; active roles on Compensation and Science & Technology Committees support alignment of pay structures and R&D risk oversight .
- Independence and attendance: Formally independent; met attendance thresholds; positive signal for engagement .
- Compensation alignment: Director equity is option-only with vesting and full acceleration on change-in-control (standard for biotech); FY 2024 option grant fair value declined versus FY 2023, reducing guaranteed value; cash increased modestly to $55k . Chair retainer will add $30k going forward, but still below annual cap .
- Ownership: Beneficial ownership is <1%; option holdings provide upside alignment but limited current “skin-in-the-game”; hedging/pledging prohibited, mitigating misalignment risk .
- Conflicts and related parties: No Williams-specific related-party transactions disclosed; Column Group is a significant holder with board representation, but Williams is not affiliated; shared Gladstone ties with Srivastava present but not identified as transactions—low direct conflict exposure .
- Compensation committee dynamics: Williams chaired Compensation Committee in 2023; by 2025, chair shifted to June Lee—still an independent committee with Pearl Meyer as advisor, indicating robust pay governance processes .
RED FLAGS: Low direct share ownership (<1%) may be viewed as modest alignment; change-in-control acceleration on director equity awards is common but can be shareholder-sensitive if combined with high equity values—current awards are modest ($50.8k in 2024) . No attendance issues disclosed; no related-party transactions tied to Williams .