Bruce D. Steel
EquilliumAbout Bruce D. Steel
Bruce D. Steel is President & Chief Executive Officer of Equillium, Inc. and has served on the Board since March 2017; he became CEO in January 2020 and is a co‑founder of the company. He holds a BA from Dartmouth College, an MBA from USC’s Marshall School of Business, and is a CFA charterholder, with prior roles including Managing Director at BioMed Ventures (since 2010) and Chief Business Officer at Anaphore (2008–2010) . In 2024, Equillium achieved all corporate goals approved by the Compensation Committee (including key data packages and the Ariagen acquisition), but no annual bonuses were paid—reflecting the program’s dependency on company performance and overall financial condition—a notable alignment and conservatism in pay-for-performance application .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Equillium, Inc. | President & Chief Business Officer | 2018–2019 | Drove business development ahead of CEO transition . |
| Anaphore, Inc. | Chief Business Officer | 2008–2010 | Led business operations at a private pharma company . |
| BioMed Ventures | Managing Director | 2010–present | Life-sciences investing; informs capital allocation discipline . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| BioMed Ventures (owned by BioMed Realty, LP) | Managing Director | 2010–present | Investing experience complements operator perspective . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 455,400 | 455,400 | 471,340 |
| Target Bonus (% of salary) | 75% (unchanged vs 2023) | 75% | 75% |
| Actual Bonus Paid ($) | 341,550 | 324,472 | — (no payout) |
| Option Awards – Grant-date Fair Value ($) | 881,888 | 568,343 | 213,052 |
| Total Compensation ($) | 1,678,838 | 1,348,215 | 648,392 |
Notes: “—” indicates none paid for 2024 despite 100% goal achievement; program explicitly conditions bonuses on performance and overall financial condition .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Interim EQUATOR data to Ono (100 pts for option decision) | 50% | Deliver interim dataset | Delivered Aug 2024 with DMC continuation recommendation | No 2024 bonus paid | Corporate goal achieved . |
| Final EQUALISE data package to Ono | 20% | Deliver package | Delivered Mar 2024; clinically meaningful responses and favorable safety | No 2024 bonus paid | Corporate goal achieved . |
| Alopecia Areata topline data | 10% | Announce topline data | Announced Jun 2024; positive efficacy signal and favorable safety | No 2024 bonus paid | Corporate goal achieved . |
| EQ302 in vitro/in vivo characterization | 5% | Complete by Q2 | Completed on time with positive results | No 2024 bonus paid | Corporate goal achieved . |
| EQ302 formulations | 5% | Identify formulations | Identified for further development | No 2024 bonus paid | Corporate goal achieved . |
| Strategic transaction (in‑license/asset or outbound funding) | 10% | Achieve one of two strategic milestones | Ariagen acquisition completed Q4 2024 | No 2024 bonus paid | Corporate goal achieved; total goal achievement 100% . |
Program design: CEO sets annual corporate goals and weightings with Committee/Board approval; Committee assesses attainment and determines payouts. Target bonus remained 75% of salary in 2024 .
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (shares) | 4,283,770 | 4,546,872 | 4,908,122 |
| Ownership (% of outstanding) | 12.2% | 12.6% | 13.3% |
| Breakdown – Direct | 48,495 | 48,495 | 48,495 |
| Breakdown – Steel Family Revocable Trust | 3,232,500 | 3,232,500 | 3,232,500 |
| Breakdown – Sierra Kathleen Steel Trust | 431,000 | 431,000 | 431,000 |
| Options exercisable within 60 days | 571,775 | 834,877 | 1,196,127 |
- Hedging and pledging of company stock are prohibited by policy, reducing alignment risks from collateralization or derivatives .
- Director, officer, employee, and consultant trades are governed by an insider trading policy (filed as Exhibit 19.1 to the 2024 Form 10‑K) with Rule 10b5‑1 plan accommodation .
Equity Awards and Vesting Schedules
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Schedule |
|---|---|---|---|---|---|
| 2/13/2019 | 44,352 | — | 0.785 | 2/12/2029 | Standard: 25% at 12 months, then monthly over 36 months . |
| 12/10/2019 | 100,000 | — | 0.785 | 12/9/2029 | Standard . |
| 5/19/2020 | 60,000 | — | 0.785 | 5/18/2030 | Standard . |
| 5/28/2020 | 100,110 | — | 0.785 (repriced) | 5/27/2030 | Standard; repriced Aug 14, 2023 . |
| 1/4/2021 | 239,895 | 5,105 | 0.785 (repriced) | 1/3/2031 | Standard . |
| 1/19/2022 | 236,979 | 88,021 | 0.785 (repriced) | 1/18/2032 | Standard . |
| 1/3/2023 | 196,458 | 213,542 | 0.785 (repriced; original $1.06) | 1/2/2033 | 25% at 12 months; monthly thereafter; premium applies if exercised before end of retention period . |
| 1/2/2024 | — | 410,000 | 0.7343 | 1/1/2034 | Standard . |
Repricing: On August 14, 2023, prior options were repriced to $0.785; if exercised before the retention period ends, holders must pay a premium equal to the original exercise price per share—a governance-sensitive modification .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At‑will . |
| Severance (without cause) | Salary continuation for 6 months; COBRA premiums for 6 months (earlier cessation if eligible elsewhere) . |
| Change‑of‑control severance (double trigger) | If terminated without cause within 1 month prior to or within 12 months after certain change‑of‑control/asset sale transactions: 12 months salary, target annual bonus, 12 months COBRA premiums (or earlier if eligible elsewhere), subject to a release . |
| Equity acceleration (double trigger) | Full acceleration of all outstanding option shares upon qualifying CoC termination without cause or resignation for “good reason” within 12 months post‑CoC . |
| Clawbacks | Sarbanes‑Oxley §304 reimbursement potential and Dodd‑Frank compliant clawback policy implemented . |
| Hedging/Pledging | Prohibited (no hedging, no margin purchases/pledging) . |
| Confidentiality | Subject to customary confidentiality covenants . |
Board Governance
- Board service: Director since March 2017; no committee memberships; not independent due to current employment .
- Board leadership: Executive Chairman (Bradbury); no Lead Independent Director—dual‑role oversight relies on committee structure and executive sessions .
- Independence: Board determined five directors were independent; Steel, Connelly, Bradbury not independent .
- Attendance: Board met six times in 2024 and acted by unanimous written consent three times; all directors attended at least 75% of Board and committee meetings .
- Executive sessions: Regularly scheduled at each Board and committee meeting, presided by a designated independent director .
Committee membership snapshot (2024):
- Audit: Demski (Chair), Manian, Troupin .
- Compensation: Manian (Chair), Demski, Pruzanski .
- Nominating & Corporate Governance: McDermott (Chair), Pruzanski, Troupin .
Director Compensation
- Non‑employee director policy (amended March 2022): Annual cash retainer $42,000; chair premia (Audit $20k, Comp $15k, Nominating $10k); committee member premia ($10k/$7.5k/$5k); initial 40k‑share option and annual 20k‑share option grants with 10‑year terms and full vesting on change‑of‑control .
- Employee directors (e.g., CEO) do not receive board fees under the non‑employee policy; Steel’s board service compensation is fully reflected in the NEO tables .
Compensation Committee Analysis
- Independent consultant: Radford (Aon) re‑engaged September 2023; developed peer group and market analysis for 2024 .
- Peer group (examples): aTyr Pharma, BioAtla, Bolt Biotherapeutics, Cidara, Corvus, CytomX, Eledon, Evelo, Gritstone, Immunic, Kezar, Longboard, Mustang Bio, Oncternal, Pieris, Regulus, Soleno, Unity, Viracta, Xilio .
- Processes: CEO proposes corporate goals/weightings; Committee/Board approve; Committee assesses attainment and sets payouts; Committee meets ≥3 times/year and may adjust performance goals to reflect unusual events per plan rules .
Risk Indicators & Red Flags
- Option repricing (Aug 14, 2023) reduces exercise prices; while retention‑linked premium mitigates windfall risk, repricings often face investor scrutiny .
- Reverse stock split authorization (1‑for‑2 to 1‑for‑20) aimed at Nasdaq bid‑price compliance following deficiency notice—potential near‑term trading volatility and odd‑lot issues .
- No excise tax or other gross‑ups; no single‑trigger CoC benefits; hedging/pledging banned—positive governance signals .
Investment Implications
- Alignment: Steel’s growing beneficial stake (~13.3%) and bonus restraint in 2024 despite 100% goal attainment indicate strong risk‑sharing and cash preservation discipline in a capital‑intensive phase .
- Retention risk: Double‑trigger CoC equity acceleration and 12‑month salary/bonus severance are market‑standard; option repricing and sizable 2023–2024 grants suggest retention focus but may draw governance attention .
- Trading signals: Reverse split authorization and prior bid‑price deficiency heighten event risk around split timing; insider trading policy and anti‑hedging/pledging reduce misalignment risk but option vesting schedules could create periodic liquidity events .
- Governance: Absence of a Lead Independent Director and executive chair structure warrant monitoring of independent oversight quality; committee composition and regular executive sessions partly offset these concerns .