David Colpman
About David Colpman
Independent Class III director of Elutia Inc. since October 2022; age 63 as of April 2025. Serves on the Audit and Compensation Committees and is designated an “audit committee financial expert.” Background includes senior business development leadership at Shire Plc (1999–2014) and earlier roles at Novo Nordisk, Glaxo Wellcome, and Boots; B.Sc. in Pharmacy from Portsmouth University. Attendance met at least the 75% threshold for Board and relevant committee meetings in 2024; attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shire Plc | Senior Vice President, Business Development | 1999–2014 | Led global BD/M&A initiatives |
| Novo Nordisk A/S | Senior BD roles | Prior to 1999 | BD leadership |
| Glaxo Wellcome Plc | Senior BD roles | Prior to 1999 | BD leadership |
| Boots Pharmaceuticals Ltd. | Senior BD roles | Prior to 1999 | BD leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HighCape Capital Acquisition Corp (NASDAQ: HCAC; SPAC) | Director; Audit Committee member | Sep 2020–Jun 2021 | Oversight through business combination with Quantum-Si |
| Orexo AB (publ) | Director | May 2015–May 2022 | Compensation Committee member Mar 2019–May 2022 |
| Norgine Ltd. | Advisor | Jan 2023–present | Strategic advisory (pharma) |
| Cantargia AB | Advisor | May 2022–Apr 2024 | Oncology biotech advisory |
| HighCape Capital (affiliate of HighCape Partners) | Advisor | Current | Affiliate to Elutia’s significant stockholder group |
Board Governance
- Committees: Audit (member), Compensation (member); not on Nominating & Corporate Governance (chair: Maybelle Jordan). Audit chair: Brigid A. Makes; Compensation chair: Brigid A. Makes.
- Independence: Board determined Colpman is independent under Nasdaq rules; overall Board majority independent since Jan 4, 2024.
- Attendance: In 2024, each director attended ≥75% of Board and relevant committee meetings; all directors except Brigid Makes attended the 2024 annual meeting (implying Colpman attended). Executive sessions held regularly; independent-only sessions at least twice annually.
- Leadership structure: CEO and Executive Chair roles separated; Kevin Rakin qualifies as independent and serves as Lead Director since Jan 2024.
Fixed Compensation
| Component | Policy Terms | 2023 Actual (USD) | 2024 Actual (USD) |
|---|---|---|---|
| Annual director retainer (cash) | $40,000 | $40,000 | $40,000 |
| Audit Committee membership (cash) | $10,000 (member) | $10,000 | $10,000 |
| Compensation Committee membership (cash) | $7,500 (member) | $7,500 | $7,500 |
| Committee chair premiums (if applicable) | Audit $20,000; Comp $15,000; Nominating $10,000 | Not applicable | Not applicable |
| Total cash fees | Sum of above | $57,500 | $57,500 |
| Form/Timing | Earned quarterly; fees may be paid in cash or stock (Board discretion since 6/8/2023) | — | — |
Policy provides an annual equity award with grant-date fair value of $81,000 that vests in full at the next annual meeting; accelerated vesting on change in control. Initial option award upon first appointment valued at $126,000 (Board may reduce counts).
Performance Compensation
| Equity Element | Grant Value (USD) | Vesting Terms | Status/Outstanding |
|---|---|---|---|
| Annual non-employee director stock options | $36,407 (2023) | Vests in full at the next annual meeting; accelerated on change in control | Options outstanding 53,513 at 12/31/2023 |
| Annual non-employee director stock options | $81,000 (2024) | Vests in full at the next annual meeting; accelerated on change in control | Options outstanding 85,348 at 12/31/2024 |
Notes: Elutia’s equity awards are under the Amended and Restated 2020 Incentive Award Plan; non-employee director awards are options with grant-date FV targets per policy. Board adopted clawback for erroneously awarded incentive compensation in compliance with Nasdaq Rule 5608 (3-year lookback).
Other Directorships & Interlocks
- HighCape ecosystem: Colpman is an advisor to HighCape Capital, an affiliate of HighCape Partners—a group that beneficially owns ~26.0% of Elutia’s Class A common stock as of March 17, 2025. HighCape entities are controlled by directors Kevin Rakin and W. Matthew Zuga (managing members of HighCape GPs), creating potential influence pathways.
- Transactions involving HighCape: Company paid ~$17,000 of HighCape-related legal fees in Dec 2024 (authorized by Audit Committee); HighCape participated in Elutia’s 2023 private placement (1.40M shares and 2.10M warrants, $2.0M purchase).
Expertise & Qualifications
- Designated “audit committee financial expert” and financially sophisticated under Nasdaq rules.
- Deep BD/M&A experience across pharma/biotech; pharmacy training (B.Sc.).
Equity Ownership
| Metric | As of Apr 11, 2024 | As of Mar 17, 2025 |
|---|---|---|
| Beneficial ownership (Class A shares incl. exercisable options within 60 days) | 37,603; <1% | 47,107; <1% |
| Components/Breakdown | 37,603 options exercisable within 60 days | 3,098 shares + 44,009 options exercisable within 60 days |
| Options outstanding at fiscal year-end | 53,513 (12/31/2023) | 85,348 (12/31/2024) |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors/officers/employees |
Insider Trades
| Date | Filing | Summary |
|---|---|---|
| Jun 10, 2024 | SEC Form 4 (David Colpman) | Statement of changes in beneficial ownership (non-employee director grant/holding updates). |
| Jun 2, 2025 | SEC Form 4 (David Colpman) | Statement of changes in beneficial ownership. |
| Dec 16, 2022 | SEC Form 4 (David Colpman) | Statement of changes in beneficial ownership. |
Governance Assessment
-
Strengths
- Independence with dual committee service and “financial expert” designation enhances oversight quality in audit and compensation matters.
- Attendance met governance thresholds; participation in executive sessions and annual meeting supports engagement.
- Director equity is standardized and vests on the next annual meeting; hedging/pledging prohibitions and clawback policy support alignment.
-
Potential Conflicts / RED FLAGS
- Advisory role to HighCape Capital (affiliate of Elutia’s largest holder group), while sitting on the Audit Committee that reviews/approves related-party transactions; HighCape legal fees were paid by Elutia in 2024 and HighCape has significant ownership and transactional involvement (private placement). This creates perceived conflict/interlock and elevated related-party risk; continued recusal/enhanced disclosure is advisable.
- HighCape entities controlled by fellow directors (Rakin, Zuga) increase network interlocks; robust independent committee oversight remains critical.
-
Compensation Structure Signals
- Cash fees flat year-over-year at $57,500 (base + memberships), consistent with policy; equity grant increased from $36,407 in 2023 to $81,000 in 2024 as the Board restored full grant value, implying greater equity-linked at-risk pay for directors.
- Annual equity awards vest at the next annual meeting rather than multi-year horizons; while standard for small-cap boards, this is shorter duration alignment versus multi-year RSUs.
-
Overall Implication
- Colpman’s pharmaceutical BD expertise and audit/comp roles add value; independence and financial expert status bolster Board effectiveness. However, his HighCape advisory connection—amid substantial HighCape ownership and related-party dealings—represents a recurring governance sensitivity requiring transparent recusal, rigorous Audit Committee processes, and continuing independent-majority oversight to maintain investor confidence.