David Wheadon
VaxartAbout David Wheadon
David E. Wheadon, M.D., age 67, is an independent director of Vaxart (VXRT) serving since April 2021. He is a physician-executive with deep regulatory, clinical development, and policy experience, including senior roles at AstraZeneca, PhRMA, Abbott, and GSK; he holds an A.B. from Harvard, an M.D. from Johns Hopkins, and completed a psychiatry fellowship at Tufts/New England Medical Center . The board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca Pharmaceuticals | SVP, Global Regulatory Affairs, Patient Safety & Quality Assurance | 2014–2019 | Led global regulatory, safety, and QA functions |
| Juvenile Diabetes Research Foundation (JDRF) | EVP, Research & Advocacy | 2013–2014 | Research strategy and advocacy leadership |
| PhRMA | SVP, Scientific & Regulatory Affairs; Management Committee member | 2009–2013 | Industry-wide scientific/regulatory policy |
| Abbott Laboratories | Senior regulatory/clinical development leader | Prior to 2009 | Regulatory/clinical leadership |
| GlaxoSmithKline plc | Senior regulatory/clinical development leader | Prior to 2009 | Regulatory/clinical leadership |
| Eli Lilly & Company | Clinical research physician (Neuroscience) | Career start | Clinical research in neuroscience |
External Roles
| Organization | Role | Status |
|---|---|---|
| Sotera Health, Inc. | Non-executive director | Current |
| Indivior PLC | Non-executive director | Current |
| ConnectiveRx | Non-executive director | Current |
| Seaport Therapeutics | Non-executive director | Current |
| Mount Sinai Health System | Board of Trustees member | Current |
| Assertio Holdings, Inc. (formerly Assertio Therapeutics) | Director | Former |
| Karuna Therapeutics, Inc. | Director | Former |
| Chemocentryx, Inc. | Director | Former |
Board Governance
- Committee assignments (current, March 28, 2025): Compensation Committee Chair; Nominating & Governance Committee member; Science & Technology Committee member; not on Audit .
- Attendance: Board met six times in 2024; every director attended at least 75% of board and committee meetings during their service period .
- Independence: Board determined all directors other than the CEO are independent; Wheadon is independent .
- Executive sessions: Independent directors met at least twice in 2024; Board Chair presided .
- Years on board: Director since April 2021 .
Fixed Compensation
| Director Cash Compensation Program (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $40,000 |
| Chair of Board | $30,000 |
| Audit Chair / Member | $20,000 / $10,000 |
| Compensation Chair / Member | $12,000 / $6,000 |
| Nominating & Governance Chair / Member | $10,000 / $5,000 |
| Science & Technology Chair / Member | $15,000 / $7,500 |
| David Wheadon – 2024 Director Compensation Breakdown | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $68,595 |
| Stock awards (RSUs; grant-date fair value) | $12,312 |
| Option awards (grant-date fair value) | $66,069 |
| Total | $146,976 |
Performance Compensation
| Director Equity Program (Annual Award) | Details |
|---|---|
| Annual option award | 95,400 options; vest on earlier of first anniversary or immediately prior to next annual meeting; pro-rated for new directors |
| Annual RSU award | 16,000 RSUs; vest on earlier of first anniversary or immediately prior to next annual meeting; pro-rated for new directors |
| Change-in-control | All outstanding director equity awards become fully vested/exercisable upon change in control |
| David Wheadon – Most Recent Form 4 Awards (Annual) | Grant date | Quantity | Terms |
|---|---|---|---|
| Stock Option (right to buy) | 2025-06-13 | 95,400 | Award at $0.70; reporting name “Wheadon David E.”; post-transaction options position listed as 95,400 |
| Common Stock (RSU grant) | 2025-06-13 | 16,000 | Award at $0 (RSUs); post-transaction common shares position listed as 46,750 |
No director-specific performance metrics (e.g., revenue, EBITDA, TSR hurdles) are disclosed for equity awards; director equity uses time-based vesting .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Public company boards | Sotera Health, Inc.; Indivior PLC |
| Private/non-profit roles | ConnectiveRx; Seaport Therapeutics; Mount Sinai Health System (Trustee) |
| Interlocks/related party exposure | No related-party transactions involving Wheadon are disclosed; company maintains a formal Related Party Transaction Policy overseen by the Audit Committee . |
Expertise & Qualifications
- Regulatory affairs and patient safety leadership (AstraZeneca) .
- Industry policy and scientific affairs (PhRMA Management Committee) .
- Clinical research and development across major pharma (Abbott, GSK; early career at Eli Lilly) .
- Medical credentials: A.B. Harvard; M.D. Johns Hopkins; psychiatry fellowship at Tufts/NEMC .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares) | 280,298 |
| Ownership as % of shares outstanding | <1.0% |
| Direct common shares | 14,750 |
| Options exercisable within 60 days | 249,548 |
| RSUs vesting within 60 days | 16,000 |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging by directors |
Governance Assessment
-
Strengths
- Independent director with deep regulatory and clinical background; chairs Compensation Committee and contributes to Nominating & Governance and Science & Technology, reinforcing board effectiveness in oversight of pay, governance, and R&D risk .
- Attendance and engagement appear adequate (≥75% attendance; independent executive sessions held at least twice in 2024) .
- Alignment and investor protection policies in place: anti-hedging/pledging policy; clawback policy adopted in October 2023 consistent with SEC/Nasdaq requirements .
-
Watch items and potential risk indicators
- Multiple concurrent directorships (Sotera Health, Indivior, ConnectiveRx, Seaport Therapeutics; Mount Sinai Trustee) may raise time-commitment/overboarding considerations; monitor actual attendance and committee workload to ensure sustained engagement .
- Say-on-pay support was ~67% in 2024, below typical large-cap averages, signaling investor scrutiny of executive pay; Compensation Committee leadership should engage on pay design and performance alignment .
-
Conflicts/related-party exposure
- No related-party transactions disclosed involving Wheadon; Audit Committee reviews such matters under formal policy .