Mark Pruzanski
EquilliumAbout Mark Pruzanski
Physician-entrepreneur with 30+ years in life sciences; age 57; director since September 2018. Education: M.D. (McMaster University), M.A. in International Affairs (Johns Hopkins SAIS), B.A. (McGill). Currently independent director; served on Compensation and Nominating & Corporate Governance committees; appointed Chair of the Compensation Committee effective October 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versanis Bio | Chief Executive Officer; Director | CEO: Apr 2022–Sep 2023; Director: Sep 2021–Aug 2023 | Led development of obesity/cardiometabolic therapies; exited via sale to Eli Lilly in 2023 |
| Intercept Pharmaceuticals (public) | Co‑founder; President & CEO; Director | Sep 2002–Jan 2021 | Built and led public biopharma; inventor on patents; scientific publications |
| Apple Tree Partners | Venture Partner, co‑founder | Prior to Intercept | Early-stage life sciences investing |
| Oak Investment Partners | Entrepreneur‑in‑Residence | Prior to Intercept | Company formation/scouting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Biotechnology Innovation Organization (BIO), Emerging Companies Section | Board/Section role | Current | Trade association governance |
| Foundation for Defense of Democracies | Board | Current | Non-profit policy institute governance |
| Multiple private companies | Director | Current | Portfolio/operating company boards |
Board Governance
- Independence: Board affirmatively determined Pruzanski is independent under Nasdaq rules .
- Committees (2024): Compensation (member), Nominating & Corporate Governance (member) .
- Committee chair change (2025): Appointed Chair of Compensation Committee; committee now composed of Pruzanski (Chair) and Demski .
- Attendance: All directors attended at least 75% of Board and committee meetings in 2024; Board met 6 times; Compensation 4; Nominating & Corporate Governance 3 .
- Executive sessions: Independent directors meet regularly at end of each Board and committee meeting; no Lead Independent Director .
Fixed Compensation
| Year | Annual Board Retainer ($) | Committee Membership Fees ($) | Committee Chair Fees ($) | Option Awards Grant-Date FV ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 (actual) | — | — | — | 19,794 | 74,294 |
| 2024 (policy elements) | 42,000 (non‑employee director) | 7,500 (Comp member); 5,000 (NCG member) | 15,000 (Comp chair); 10,000 (NCG chair); 20,000 (Audit chair) | Annual option: 20,000 shares; vest monthly over 1 year; 10‑year term; 12‑month post‑termination window; full vest on change‑in‑control | Non‑employee director annual total capped at $350,000; $550,000 in first appointment year |
Notes:
- Pruzanski’s 2024 fees earned in cash totaled $54,500 and option award FV totaled $19,794 (aggregate $74,294), consistent with policy structure and his committee memberships (Comp, NCG) .
- Non-employee director compensation limit: $350,000 per calendar year; $550,000 in first year .
Performance Compensation
- Directors do not receive short‑term or long‑term performance‑based cash bonuses; equity is service‑based stock options with monthly vesting, 10‑year term, and full acceleration upon change‑in‑control per the non‑employee director compensation policy .
- Compensation Committee uses independent consultant Radford (Aon) with independence factors assessed; peer benchmarking guides pay levels .
| Feature | Detail |
|---|---|
| Equity instrument | Stock options under the 2018 Plan |
| Annual grant size | 20,000 shares per director; monthly vest over 1 year |
| Initial grant size | 40,000 shares; monthly vest over 3 years |
| Change-in-control | Director options fully vest upon change-in-control |
| Post-termination exercise | 12 months (other than death/disability/cause) |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Notes |
|---|---|---|---|
| Intercept Pharmaceuticals | Public | Co‑founder; CEO; Director | Daniel Bradbury (EQ Chairman) previously served on Intercept’s board (2016–2023), indicating a historical network interlock |
| Versanis Bio | Private (pre‑acquisition) | CEO; Director | Exited via acquisition by Eli Lilly in 2023 |
| Apple Tree Partners | VC | Venture Partner | Life sciences investments |
| Oak Investment Partners | VC | Entrepreneur‑in‑Residence | Venture formation |
| BIO – Emerging Companies Section | Trade association | Board/Section role | Industry engagement |
| Foundation for Defense of Democracies | Non‑profit | Board | Policy oversight |
Expertise & Qualifications
- Life sciences company formation and leadership; venture capital experience; inventor on patents; scientific publications .
- Strategic, operational, and transaction experience (company sale outcomes) .
Equity Ownership
| As of April 1, 2025 | Direct Shares Owned | Options Exercisable within 60 Days | Notes |
|---|---|---|---|
| Mark Pruzanski, M.D. | 23,799 | 116,770 | Beneficial ownership per proxy; hedging and pledging prohibited by company policy |
Governance Assessment
- Independence & Engagement: Affirmed independent; serves on two key committees; appointed Compensation Committee Chair in Oct 2025, increasing influence over pay governance .
- Attendance: Meets ≥75% attendance threshold; Board and committee cadence suggests active engagement (Board 6; Comp 4; NCG 3 in 2024) .
- Pay Structure & Alignment: Cash retainer plus service‑vested options; annual grant policy (20,000 shares) maintains equity exposure; change‑in‑control acceleration is standard but should be monitored for alignment; annual director pay capped to prevent excess .
- Compensation Oversight Quality: Use of Radford (Aon) with independence assessment and peer benchmarking supports robust process; committee independence confirmed .
- Potential Conflicts/Interlocks: Historical interlock via Intercept with current Chairman (Bradbury); not a related‑party transaction but relevant for information flow and network effects; no specific related‑party transactions disclosed for Pruzanski in the provided materials .
- Risk Indicators: Company prohibits hedging and pledging—positive alignment signal ; equity plan allows repricing actions with participant consent—monitor for any repricing events; golden parachute tax limitations noted at plan level .
RED FLAGS to monitor: change‑in‑control acceleration on director options (potential optics if used frequently); any future equity award repricing under plan administrator authority; evolving committee composition after director resignations in 2025 concentrating compensation oversight in a two‑member committee (Chair Pruzanski; Demski) .