Charles McDermott
EquilliumAbout Charles McDermott
Independent director since September 2018; age 52 (as of 2024); biopharma executive and business development background. Current roles include CEO and director of privately held Primmune Therapeutics (since March 2019) and chairman of Anavo Therapeutics GmbH; prior senior roles at Kala Pharmaceuticals, Impact Biomedicines, Allergan, deCODE Genetics, and Agouron Pharmaceuticals. Education: MBA (University of San Diego), MA in Molecular/Cellular/Developmental Biology (UC Santa Barbara), BS in Biochemistry/Molecular Biology (UC Santa Cruz), Certificate in Clinical Trial Design & Management (UC San Diego Extension). The Board and Nominating & Corporate Governance Committee cite his biopharmaceutical and executive experience as core qualifications .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kala Pharmaceuticals, Inc. (public) | President & Chief Business Officer; Interim President & CBO; EVP Business Development | Jun 2015–Aug 2017; Oct 2014–Jun 2015; Jun 2013–Oct 2014 | Led BD and commercial strategy |
| Impact Biomedicines, Inc. (private) | President & Chief Business Officer | Sep 2017–May 2018 | Growth and BD responsibilities |
| Allergan plc (public) | Director then VP, Business Development (Eye Care & Drug Delivery) | Apr 2005–May 2013 | BD leadership in ophthalmology/drug delivery |
| deCODE Genetics, Inc. (private) | Business Development roles | Jan 2001–Mar 2005 | BD positions |
| Agouron Pharmaceuticals | Research Scientist, Angiogenesis Pharmacology | (prior to 2001) | Scientific research experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Primmune Therapeutics, Inc. (private) | President & CEO; Director | Since Mar 2019 | Privately-held biotech |
| Anavo Therapeutics GmbH (private) | Chairman of the Board | Current | Privately-held biotech |
| McDermott Consulting, LLC | Managing Member | Since Sep 2018 | Advisory/consulting |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee (independent) .
- Independence: Affirmatively determined independent under Nasdaq Rule 5605(a)(2) in 2024 and 2025 .
- Attendance: Board met six times in 2023 and 2024; all directors attended at least 75% of Board and committee meetings both years .
- Executive sessions: Regularly scheduled at the end of Board and committee meetings .
- Board leadership: Executive Chairman; no lead independent director .
| Committee | Role | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 3 | 3 |
Fixed Compensation
| Component (Policy) | Amount |
|---|---|
| Annual cash retainer | $42,000 |
| Additional cash retainer — Chairman of the Board | $20,000 |
| Committee membership retainers | Audit: $10,000; Compensation: $7,500; Nominating & Corporate Governance: $5,000 |
| Committee chair retainers (in lieu of member fee) | Audit: $20,000; Compensation: $15,000; Nominating & Corporate Governance: $10,000 |
| Director compensation limit (annual) | Max total value $350,000; $550,000 if first appointed/elected in the year |
| McDermott — Director Compensation | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $52,000 | $52,000 |
| Option Awards ($) | $8,686 | $19,794 |
| Total ($) | $60,686 | $71,794 |
Performance Compensation
| Equity Award Policy Feature | Terms |
|---|---|
| Initial option grant (new directors) | 40,000 shares; vests monthly over 3 years |
| Annual option grant (continuing directors) | 20,000 shares; vests monthly over 1 year; fully vested by next annual meeting |
| Change in control | Director options vest in full |
| Option term/post-termination | 10-year term; 12-month post-termination exercise (other than death/disability/cause) |
| McDermott — Specific Award Terms | Grant Date | Shares | Exercise Price | Vesting |
|---|---|---|---|---|
| Annual director option | May 22, 2023 | 20,000 | $0.65/share | 12 equal monthly installments; fully vested by next annual meeting |
Compensation committee process: Annual review of executive/director compensation and objectives; considers comparative company data, stock performance, stock ownership, and consultant input . Independent compensation consultant (Aon) supports annual non-employee director program review using the executive compensation peer group .
RED FLAG: Company conducted a broad stock option repricing effective August 14, 2023; while McDermott’s repricing compensation expense was $0, several other directors received repricing-related expense, which can be viewed as shareholder-unfriendly absent clear performance rationale .
Other Directorships & Interlocks
- No current public company directorships disclosed for McDermott; current board roles are at private biotechs (Primmune, Anavo) .
- Board diversity and skills matrices indicate public company board experience broadly across the Board but do not list McDermott as holding a current public company board seat .
Expertise & Qualifications
- Biopharma industry/regulatory, scientific, product development, and life sciences experience; strategic planning, corporate governance, investor engagement noted across Board skills matrices; McDermott specifically highlighted by the Board for biopharma and executive experience .
Equity Ownership
| Holder | Shares Owned Directly | Options Exercisable within 60 Days | Percent of Total |
|---|---|---|---|
| Charles McDermott | 23,799 (McDermott Family Trust) | 136,686 | <1% (asterisked) |
- Hedging/pledging: Prohibited for directors (no hedging, margin purchases, borrowing against or pledging company stock) — alignment positive .
Say-on-Pay & Shareholder Feedback
| Proposal | Votes For | Votes Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation (May 23, 2024) | 15,789,006 | 296,792 | 153,847 | 9,186,672 |
| Frequency of Say-on-Pay | One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Stockholder preference | 2,209,249 | 1,969,920 | 11,950,771 | 109,705 | 9,186,672 |
Company adopted triennial say-on-pay in line with stockholder preference and biotech milestone cadence .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance Committee; consistent attendance; clear prohibition on hedging/pledging; structured and modest director pay with equity vesting aligned to service .
- Ownership alignment: Small direct ownership plus a material number of vested options; overall stake <1% — alignment exists but is modest in absolute terms for a micro-cap .
- Risks/RED FLAGS: Company-wide option repricing in 2023 (governance concern even if McDermott’s repricing expense was $0); Board lacks a lead independent director; monitor for any related-party exposures given McDermott’s external private-company roles, though no McDermott-specific related-person transactions are identified in the proxy excerpts reviewed .