Hugh Cole
About Hugh Cole
Hugh Cole (age 60) has served on Astria Therapeutics’ Board since July 2019. He is an independent consultant and former biopharma executive with roles at Jounce Therapeutics (COO Aug 2022–Mar 2023; previously CBO/Head of Corporate Development Aug 2017–Aug 2022), ARIAD Pharmaceuticals (Chief Business Officer), and Shire (SVP Strategic Planning & Program Management, Global Franchise Leader, and head of BD for rare disease). He holds an A.B. in Chemistry from Harvard and an MBA in Health Care Management and Finance from Wharton. He is an independent director under Nasdaq standards and an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jounce Therapeutics | Chief Operating Officer | Aug 2022 – Mar 2023 | Senior operating leadership in clinical-stage biotech |
| Jounce Therapeutics | Chief Business Officer; Head of Corporate Development | Aug 2017 – Aug 2022 | BD, partnering, strategic transactions |
| ARIAD Pharmaceuticals | Chief Business Officer | 2014 – July 2017 (as disclosed in 2024 proxy) | Corporate strategy, BD |
| Shire Pharmaceuticals | SVP Strategic Planning & Program Management; Global Franchise Leader; Head of BD (rare disease) | 2007 – 2014 (roles spanning 2007–2014) | Portfolio strategy, rare disease BD |
| Oscient; Millennium | Business Development roles | Prior to Shire | BD experience across multiple biopharmas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Independent Consultant | Advisor/Consultant | Current | Governance-relevant independence; no consulting fees from Astria per committee independence rules |
No other current public-company directorships disclosed in ATXS proxy biography sections for Cole.
Board Governance
- Board class and tenure: Class II director; term expires at the 2026 annual meeting. Board size nine.
- Independence: Board determined Cole is independent; also independent for Audit and Compensation committees pursuant to SEC/Nasdaq rules.
- Committee assignments:
- Audit Committee member; designated audit committee financial expert. Chair: Gregg Lapointe. Met 5 times in 2024.
- Compensation Committee member (appointed October 2024). Chair: Michael Kishbauch. Met 5 times in 2024.
- Not listed on Nominating & Corporate Governance; not listed on Science & Technology (2024 composition shows others).
- Attendance and engagement: Board met 12 times in 2024 and acted by written consent twice; each director attended ≥75% of Board and committee meetings.
- Audit Committee report signed by Lapointe (Chair), Bate, and Cole, affirming oversight and auditor independence review.
Fixed Compensation
| Component | 2024 Member Annual Fee ($) | 2024 Chair Annual Fee ($) | 2025 Member Annual Fee ($) | 2025 Chair Annual Fee ($) |
|---|---|---|---|---|
| Board of Directors | 40,000 | 75,000 | 40,000 | 75,000 |
| Audit Committee | 7,500 | 20,000 | 10,000 | 20,000 |
| Compensation Committee | 5,000 | 10,000 | 7,500 | 15,000 |
| Nominating & Corporate Governance | 4,000 | 8,000 | 5,000 | 10,000 |
| Science & Technology | 7,500 | 15,000 | 7,500 | 15,000 |
| Name | Fees Earned ($) 2024 | Option Awards ($) 2024 | Total ($) 2024 |
|---|---|---|---|
| Hugh Cole | 48,750 | 86,980 | 135,730 |
Performance Compensation
| Item | Grant/Status | Shares | Vesting | Grant-Date FV ($) | Notes |
|---|---|---|---|---|---|
| Annual director option (2024 cycle) | Granted June 5, 2024 | 14,100 | 100% after 1 year (June 5, 2025) | 86,980 | Standard award to non-employee directors serving ≥6 months |
| Option holdings (as of Dec 31, 2024) | Outstanding | 56,949 | 42,849 vested; 14,100 scheduled to vest June 5, 2025 | n/a | Time-based vesting; no RSUs/PSUs disclosed for directors |
| Program changes (effective Jan 1, 2025) | Annual option increase | 26,550 | 100% after 1 year | n/a | Member eligibility after ≥6 months service |
| New director initial grant (2025 program) | Initial option | 53,100 | Equal annual installments over 3 years | n/a | Standardized onboarding grant |
No director performance metrics (e.g., TSR, revenue, ESG) are tied to non-employee director compensation; director equity is time-vested stock options per policy.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other boards disclosed for Cole in ATXS proxy biography; independence affirmed. |
Expertise & Qualifications
- Finance and BD expertise: Extensive business development and strategic planning across Jounce, ARIAD, Shire; qualifies as audit committee financial expert.
- Education: Harvard A.B. Chemistry; Wharton MBA (Healthcare Mgmt & Finance).
- Board qualifications: Recognized for BD/strategy credentials and pharma executive experience.
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Apr 9, 2024 | 42,849 | * | Calculations include options exercisable within 60 days. Outstanding base: 54,913,061 shares. |
| Apr 14, 2025 | 56,949 | * | Calculations include options exercisable within 60 days. Outstanding base: 56,434,219 shares. |
Astria’s insider trading policy prohibits short sales and pledging/margin use without Audit Committee approval; derivatives require Audit Committee approval.
Governance Assessment
- Independence and committee effectiveness: Cole is independent, serves on Audit and Compensation committees, and is designated an audit committee financial expert—supportive of rigorous financial oversight.
- Attendance and engagement: Board met 12 times in 2024; all directors attended ≥75% of Board and committee meetings—no attendance red flags.
- Pay structure alignment: Modest cash retainers with equity in time-vested stock options; no RSUs/PSUs or performance-linked metrics for directors; 2025 increases modestly raise committee fees and annual option size, keeping alignment via equity ownership.
- Compensation committee process: Uses Aon as independent consultant; committee found no conflicts of interest; peer benchmarking framework disclosed.
- Related-party/conflicts: Proxy includes a related person transactions section and Audit Committee oversight of related transactions; no Cole-specific related-party transactions identified in the provided excerpts.
RED FLAGS
- None identified in disclosed excerpts: independence affirmed; attendance adequate; insider policy restricts hedging/pledging without approvals. Continue monitoring related-person disclosures and Form 4 filings for any pledging or unusual trading.