Heidi L. Wagner
Wave Life SciencesAbout Heidi L. Wagner
Independent director of Wave Life Sciences since September 2019; age 60; J.D., George Mason University School of Law; B.S., Journalism & Mass Communication, University of Colorado. Currently Global Head of Government Affairs at ElevateBio, LLC (privately held). Background spans senior government affairs, pricing, reimbursement, and patient access leadership at Global Blood Therapeutics, Alexion Pharmaceuticals, and Genentech, with experience in policy roles at the U.S. House of Representatives and healthcare-focused legal/advocacy organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Blood Therapeutics, Inc. | SVP, Government Affairs & Policy | 2018–Jan 2021 | Led policy, pricing, reimbursement and access strategy |
| Alexion Pharmaceuticals, Inc. | SVP, Global Governmental Affairs; Executive Committee member; previously VP, Global Government Affairs | 2009–2018 | Enterprise leadership of global policy, pricing/reimbursement, compliance programs |
| Genentech, Inc. | Senior Director (and Director) of Government Affairs | 1998–2009 | Government affairs leadership at large-cap biotech |
| Healthcare Leadership Council; Epstein Becker & Green; Groom & Nordberg; U.S. House of Representatives | Policy Director/Consultant; legal/policy roles; congressional staff | Prior to 1998 | Health policy, legal, and legislative experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Lieber Institute for Brain Development | Director | Current board service (non-profit) |
| University of Colorado Foundation | Trustee/Director | Current board role (non-profit/academic) |
| Univ. of Colorado, College of Media, Communication and Information | Advisory Board Member | Current advisory role |
| Public company boards (last 5 years) | None disclosed | Proxy lists public directorships for each director; none listed for Wagner |
Board Governance
- Independence: Classified as an independent director under Nasdaq standards .
- Committee assignments:
- Nominating & Corporate Governance Committee – Chair (oversight of board composition, director evaluations, and human capital practices) .
- Compensation Committee – Member (executive pay policies, plans, equity programs) .
- Attendance and engagement:
- Board met 4 times in 2024; committees met 18 times in aggregate (Audit 7; Compensation 4; N&CG 4; R&D 3). No director attended fewer than 75% of applicable meetings .
- Additional governance practices:
- Hedging/pledging prohibited for directors and officers; clawback policy adopted Oct 2, 2023 compliant with SEC/Nasdaq rules .
- Compensation Committee interlocks: none; members (Henry, Rawcliffe, Wagner) were not company officers; no reciprocal interlocks disclosed .
Fixed Compensation
| Year | Cash Fees (Heidi L. Wagner) | Components/Policy Detail |
|---|---|---|
| 2024 | $62,500 | 2024 policy: $40,000 Board retainer; +$15,000 N&CG Chair; +$7,500 Compensation Committee member (pro-rated as applicable) . |
| 2025 (proposed policy) | N/A | Proposed 2025 policy: $45,000 Board retainer; $75,000 Board Chair; Audit Chair $20,000/member $10,000; Compensation Chair $15,000/member $7,500; N&CG Chair $15,000/member $7,500; R&D Chair $15,000/member $7,500 (subject to shareholder approval) . |
Performance Compensation
Directors receive time-based equity; no performance-conditional metrics disclosed for director awards.
| Item | Details |
|---|---|
| 2024 equity awarded (Wagner) | Share awards fair value: $173,075; Option awards fair value: $202,520; Total 2024 director compensation: $438,096 . |
| 2024 equity terms (policy) | Annual grant: option to purchase 32,230 shares (100% vest by earlier of 2025 AGM or 1-year anniversary) and RSU of 16,115 shares (100% vest by earlier of 2025 AGM or 1-year anniversary). “Initial” and “refresh” grants sized at 64,460 options and 32,230 RSUs with two-year vesting structures . |
| 2025 proposed equity terms | Annual grant: 76,200 options + 12,700 RSUs; “Initial” and “refresh” grants: 152,400 options + 25,400 RSUs; increased sizes reflect Singapore’s 5-year legal option term for non-employee directors (vs. 10 years typical in U.S.) and potential expirations; one grant type per director per AGM (subject to approval) . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Wagner . |
| Committee interlocks | Compensation Committee had no interlocks; members were independent non-employees; no Wave executives served on other boards’ comp committees with reciprocal arrangements . |
Expertise & Qualifications
- Legal and policy: J.D.; extensive experience in global government affairs and public policy at large-cap and rare disease biopharma companies .
- Market access and pricing: Led pricing, reimbursement, and patient access strategies; implemented global compliance programs .
- Board leadership: Chair of Nominating & Corporate Governance; member of Compensation Committee, indicating board confidence in governance and pay oversight capabilities .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (as of June 6, 2025) | 178,075 shares; <1% of outstanding . |
| Composition of beneficial ownership | 161,960 options exercisable within 60 days; 16,115 RSUs vesting within 60 days . |
| Options held (aggregate, 12/31/2024) | 161,960 shares subject to options . |
| Hedging/Pledging | Hedging and pledging of company securities prohibited for directors . |
Governance Assessment
- Strengths: Independent status; chairs N&CG and serves on Compensation Committee; strong meeting participation across the board and committees in 2024 (no director <75% attendance); equity-heavy director pay aligns incentives with shareholders; robust anti-hedging/anti-pledging and clawback policies; 2024 say‑on‑pay received >99% support, signaling investor confidence in compensation governance .
- Potential considerations: Beneficial ownership is primarily unexercised options and unvested RSUs rather than directly held shares; proposed 2025 director equity sizes increase meaningfully (driven by Singapore’s 5‑year option term constraint), which may raise investor focus on dilution and director pay levels—though rationale is disclosed and subject to shareholder approval .
- Conflicts/related parties: No related‑party transactions disclosed involving Wagner; related‑party items in 2024–2025 were with another director (Verdine consulting) and a shareholder affiliate (SNBL) under Audit Committee oversight and policy .