W. Mark Watson
VaxartAbout W. Mark Watson
W. Mark Watson, age 73, has served as an independent director of Vaxart (VXRT) since August 2022. He is a Certified Public Accountant with 40+ years at Deloitte Touche Tohmatsu (1973–2013), including service as Central Florida Marketplace Leader; he is designated by the board as an “audit committee financial expert.” He holds a bachelor’s degree in Accounting from Marquette University and is a member of the American Institute of CPAs and Florida Institute of CPAs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Touche Tohmatsu | Central Florida Marketplace Leader; Lead Audit Partner/Lead Client Service Partner | 1973–2013 | Oversight of public company audits and client service |
| Inhibitor Therapeutics, Inc. | Chairman of the Board; Audit Committee Chair | Not disclosed | Governance and audit oversight |
| Sykes Enterprises, Inc. | Director; Audit Committee member | Not disclosed | Financial oversight |
| BioDelivery Sciences International, Inc. | Director; Audit Committee member | Not disclosed | Financial oversight |
| Tekla World Healthcare Fund (THW), Tekla Healthcare Opportunities (THQ), Tekla Healthcare Investors (HQH), Tekla Life Sciences (HQL) | Trustee | Until Fall 2023 | CEF governance within healthcare investing |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Moffitt Cancer Center | Board member; Chair, Joint Enterprise Risk, Audit and Compliance Committee | Current | Audit, risk, compliance leadership |
Board Governance
- Committee assignments (2024 as of Mar 31, 2024): Audit Committee Chair; Compensation Committee member .
- Committee assignments (as of Mar 28, 2025): Audit Committee Chair; Compensation Committee member .
- Audit Committee independence and audit expert: Audit Committee members (including Watson) determined independent; Board designated Watson as an “audit committee financial expert” under SEC rules .
- Attendance and engagement: Board met six times in 2024; each director attended at least 75% of board and relevant committee meetings; independent directors held at least two executive sessions in 2024, chaired by the Board Chair .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Audit Committee meetings | 5; 1 written consent | 5; 2 written consents |
| Executive sessions of independent directors | Not disclosed | At least 2 |
| Board meeting count | Not disclosed | 6 |
| Watson’s status | Independent director | Independent director; Audit Chair; Compensation member |
Fixed Compensation
- Director cash retainer program (structure):
- 2023: $40,000 annual cash retainer; Audit Chair $15,000 (members $7,500); Chairs of Compensation, Nominating & Governance, and Science & Technology $10,000 (members $5,000) .
- 2024: $40,000 annual cash retainer; Board Chair $30,000; Audit Chair $20,000 (members $10,000); Compensation Chair $12,000 (members $6,000); Nominating & Governance Chair $10,000 (members $5,000); Science & Tech Chair $15,000 (members $7,500) .
| Component ($) | 2023 (paid) | 2024 (paid) |
|---|---|---|
| Fees earned or paid in cash | $60,000 | $64,500 |
| Stock awards (grant-date fair value) | $29,301 | $12,312 |
| Option awards (grant-date fair value) | $5,458 | $66,069 |
| Total | $94,759 | $142,881 |
Performance Compensation
- Annual equity grants (2024 program): Option to purchase 95,400 shares and RSUs covering 16,000 shares for continuing non-employee directors; vest on the earlier of first anniversary or immediately prior to the next annual meeting, subject to service .
- Initial equity grants (for new directors): Options 190,800 shares and RSUs 32,000 shares, vesting in three equal annual installments subject to service .
- Equity plan features (risk controls): Awards subject to clawback per Compensation Recovery Policy (adopted Oct 2023); no repricing of options/SARs without shareholder approval; option strike price ≥ fair market value at grant; non-liberal change of control; annual director compensation cap $600,000 ($750,000 first-year) inclusive of cash and equity grant-date values .
| Award Type | Shares (2024 grant) | Vesting | Change-of-Control Treatment |
|---|---|---|---|
| RSUs | 16,000 | Earlier of first anniversary or immediately prior to next annual meeting; service-based | All outstanding director equity fully vests and becomes exercisable upon change-of-control |
| Stock Options | 95,400 | Same schedule as RSUs; strike price ≥ fair market value at grant | All outstanding director equity fully vests and becomes exercisable upon change-of-control |
| Performance Metric | Applied to Director Equity? | Disclosure |
|---|---|---|
| Revenue/EBITDA/TSR-linked metrics | No | Director equity vests time-based only; no performance metrics disclosed |
Other Directorships & Interlocks
| Company/Institution | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Inhibitor Therapeutics, Inc. | Public (biotech) | Board Chair; Audit Chair | Health/life sciences experience; no specific VXRT-related transactions disclosed in proxy |
| Sykes Enterprises, Inc. | Public (IT services/BPO) | Director; Audit member | Prior role; not sector-overlapping with vaccines; no transactions disclosed in proxy |
| BioDelivery Sciences International, Inc. | Public (pharma) | Director; Audit member | Prior role; no transactions disclosed in proxy |
| Tekla Healthcare CEFs (THW/THQ/HQH/HQL) | Public CEFs | Trustee | Until Fall 2023; healthcare investing governance |
| Moffitt Cancer Center | Non-profit | Board member; JERAC Chair | Governance and oversight; non-profit role |
Expertise & Qualifications
- CPA with deep audit and financial reporting expertise; designated audit committee financial expert .
- Extensive leadership in healthcare-related organizations and funds; relevant sector expertise for biotech governance .
- Education: BS in Accounting, Marquette University; active professional affiliations (AICPA, Florida Institute of CPAs) .
Equity Ownership
- Beneficial ownership (as of March 26, 2025): 271,797 shares (<1%), consisting of 57,208 shares held directly; 198,589 shares issuable pursuant to options exercisable within 60 days; and 16,000 shares issuable pursuant to RSUs vesting within 60 days. Company had 228,208,284 shares outstanding at the reference date for calculating percentages .
| Ownership Detail | Shares | % of Outstanding |
|---|---|---|
| Common shares held directly | 57,208 | <1% |
| Options exercisable within 60 days | 198,589 | <1% |
| RSUs vesting within 60 days | 16,000 | <1% |
| Total beneficial ownership | 271,797 | <1% (out of 228,208,284 shares) |
| Unvested/Outstanding Director Equity (historical snapshot) | As of Dec 31, 2023 |
|---|---|
| RSUs (unvested) | 17,209 |
| Options (unvested/outstanding) | 132,672 |
Governance Assessment
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Strengths:
- Independent status, audit committee financial expert designation, and chairing Audit Committee support board effectiveness in financial oversight .
- Documented board and committee activity levels (six board meetings; five audit meetings + written consents) and 75%+ attendance indicate engagement .
- Director compensation benchmarking uses independent consultant; cash targeted at 25th–50th percentile and equity at 50th–75th percentile of peer data, aligning incentives with market norms .
- Clawback policy in place; no option repricing; strike price set at fair market value—all investor-friendly features .
-
Watch items / potential red flags:
- Single-trigger change-of-control acceleration for director equity (full vesting upon change-in-control) can be seen as investor-unfriendly; monitor given heightened option grant sizes in 2024 .
- Equity-heavy compensation mix in 2024 (option grant-date fair value $66,069 vs cash $64,500) may dilute if not tied to performance outcomes; however, standard for small-cap biotech boards .
- Multiple external roles in healthcare could create perceived information interlocks; ensure continuing robust related-party transaction oversight by Audit Committee (mandated in charter) .
-
Overall: Watson’s deep audit background and role as Audit Chair bolster investor confidence in financial reporting and risk oversight; compensation structure and equity acceleration terms warrant awareness but are consistent with disclosed policy and market benchmarking .