Nancy Chang
W&T OFFSHOREAbout Nancy Chang
Dr. Nancy Chang (age 75) is an independent director of W&T Offshore, Inc. since April 2023. She is Chair of the ESG Committee and serves on the Audit and Nominating & Corporate Governance Committees. A biotech entrepreneur and investor, she co-founded and led Tanox, Inc. (IPO in 2000; acquired by Genentech in 2007), later founded and led OrbiMed’s Caduceus Asia Partners, and previously led research at Centocor (J&J). She holds degrees from National Tsing Hua University and Brown University, and a Ph.D. from Harvard Medical School’s Division of Medical Sciences .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OrbiMed Advisors L.L.C. (Caduceus Asia Partners) | Founder, Chairperson & Senior Managing Director | 2007–2012 | Built a leading healthcare-focused investment platform |
| Tanox, Inc. | Co‑Founder; President, CEO & Chairman | 1986–2006 (IPO 2000; sale to Genentech 2007) | Led development of therapeutics in asthma/allergy, HIV; scaled to ~$1B valuation |
| Centocor Biotech (J&J) | Director of Research, leadership roles | 1980–1986 | Contributed to monoclonal antibody therapeutics and first HIV diagnostic assay |
| Helix Acquisition Corp. | Director | Oct 2020–Apr 2022 | SPAC board service pre-business combination |
External Roles
| Organization | Role | Status | Notes/Committees |
|---|---|---|---|
| Ansun Biopharma, Inc. | Director | Current | Former CEO (Mar 2017–Jul 2022) |
| Apex Capital | Chairman & Founder | Current | Focus on healthcare, education, ESG ventures |
| Tang Family Foundation | President | Current | Philanthropy leadership |
| Charles River Laboratory International, Inc. | Director | Prior | Public company board experience |
| Eddingpharm (Cayman) Inc. | Director | Prior | Healthcare board experience |
| Crown Bioscience Inc. | Director | Prior | Healthcare board experience |
| Applied Optoelectronics, Inc. | Director | Prior | Public company board experience |
| SciClone Pharmaceuticals, Inc. | Director | Prior | Healthcare board experience |
| Federal Reserve Bank (Houston) | Director | Prior | Regional Fed board experience |
| BIO; BioHouston | Director/member | Prior | Industry associations |
Board Governance
- Independence: Board determined all directors except the CEO/Chair (Tracy Krohn) are independent under NYSE/SEC/Texas standards .
- Committees (all independent): ESG (Chair: Chang), Audit (members include Chang), Nominating & Corporate Governance (members include Chang) .
- ESG Committee was established in 2023; it oversees ESG strategy, goals, incident reviews, and the Company’s ESG Report; Chang chairs this committee .
- Attendance: In 2024 the Board met 5x; Audit 5x; Compensation 3x; Nominating & Governance 2x; ESG 1x. All directors attended all meetings and the 2024 Annual Meeting .
- Executive sessions: Non‑employee directors meet in executive session at each regular Board meeting; Presiding Director is John Buchanan .
- Shareholder votes (2025 Annual Meeting): Dr. Chang received 76,131,436 “For” and 2,455,332 “Withheld” votes; broker non‑votes 38,386,383 .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer (Non‑Employee Directors) | $85,000 | Reduced from $110,000 in 2023; meeting/committee membership fees eliminated |
| Committee Chair Fee (ESG) | $20,000 | Audit Chair $25k; other committee Chairs $20k; Presiding Director $20k |
| Total Fees Earned – Nancy Chang (2024) | $105,000 | Includes cash retainer + ESG Chair fee |
Performance Compensation
| Equity Award (Directors) | Grant Date | Grant Value | Shares/Units Outstanding | Vesting |
|---|---|---|---|---|
| Annual RSU Grant (time‑based) | Jun 14, 2024 | $150,001 | 73,892 unvested RSUs per director as of Dec 31, 2024 | Vests on the earlier of 1 year from grant or the next annual meeting (≥50 weeks), subject to service |
- Performance metrics: None disclosed for director RSUs (time‑based awards only) .
Other Directorships & Interlocks
- Current: Ansun Biopharma (Director); private investment and foundation leadership (Apex Capital; Tang Family Foundation) .
- Prior: Boards at Charles River Laboratory International, Eddingpharm, Crown Bioscience, Applied Optoelectronics, SciClone; Houston Fed; BIO; BioHouston .
- Interlocks/conflicts: No related‑party transactions disclosed involving Dr. Chang; the proxy’s related‑party section cites items involving the CEO and others, but none reference Dr. Chang .
Expertise & Qualifications
- Executive leadership and M&A/Strategic Planning; Environmental/Sustainability; Financial Oversight & Accounting; Human Resources; Cybersecurity; Diversity; extensive outside board experience .
- Recognitions: Most Respected Woman in Biotechnology (2005); Forbes 25 Notable Chinese Americans (2008); first woman to receive the Biotechnology Heritage Award (2012); >35 publications; 7 patents .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial Ownership (Dr. Chang) | 38,760 shares (<1% of outstanding) as of Mar 31, 2025 |
| Director RSUs Unvested | 73,892 RSUs per non‑employee director as of Dec 31, 2024 |
| Director Ownership Guidelines | Minimum $500,000 aggregate value; all directors in compliance as of Dec 31, 2024 |
| Hedging/Pledging | Anti‑hedging and anti‑pledging policies prohibit hedging or pledging Company securities |
| Section 16 Compliance | Company reports timely filings in 2024 for directors/officers; one late Form 4 by an executive (not Dr. Chang) |
Governance Assessment
- Strengths:
- Independent director with deep operating, R&D, and investing experience; chairs a fully independent ESG Committee with clear oversight scope .
- 100% attendance; active engagement with shareholders via the Board’s outreach program; strong say‑on‑pay support in 2024 and robust results in 2025 (votes shown above) .
- Director pay structure rebalanced in 2023: lower cash, higher equity; elimination of meeting/committee membership fees supports alignment and reduces per‑meeting incentives .
- Ownership alignment via $500k director stock guideline; anti‑hedging/pledging policies .
- Potential risks/red flags:
- None specific to Dr. Chang disclosed. Related‑party exposures exist at the Company level (e.g., legacy CEO‑related financing, vendor relationships), but no involvement indicated for Dr. Chang .
- ESG Committee met once in 2024; as Chair, continued cadence and demonstrable ESG KPI oversight will be important .
Appendix: Key Vote and Compensation Tables
Director 2024 Compensation (Chang)
| Metric | 2024 |
|---|---|
| Fees Earned (Cash) | $105,000 |
| Stock Awards (RSUs) | $150,001 |
| Total | $255,001 |
2025 Shareholder Vote – Director Election (Chang)
| For | Withheld | Broker Non‑Votes |
|---|---|---|
| 76,131,436 | 2,455,332 | 38,386,383 |