Martha J. Demski

About Martha J. Demski

Independent director of Equillium, Inc. since September 2018; age 72; Audit Committee Chair and member of the Compensation Committee. She is an NACD Board Governance Fellow, received the 2017 Director of the Year in Corporate Governance award, holds a B.A. from Michigan State University and an MBA (accounting/finance) from Chicago Booth, and has 13+ years of banking experience at Bank of America . The Board has determined she is independent under Nasdaq rules and an “audit committee financial expert” per SEC rules .

Past Roles

External Roles

Board Governance

• Independence: Board affirmed Ms. Demski is independent under Nasdaq Rule 5605(a)(2) .
• Committee assignments: Audit Committee Chair; Compensation Committee member; Audit Committee met 8 times in 2024; Compensation Committee met 4 times . The Board recognizes her as an “audit committee financial expert” .
• Attendance and engagement: Board met six times in 2024; all directors attended at least 75% of Board and committee meetings; independent director executive sessions are regularly scheduled at the end of each Board and committee meeting .
• Governance policies: Insider trading policy prohibits hedging and pledging by directors, officers, employees and consultants .

Fixed Compensation

• Structure: Non‑employee directors receive cash retainers (Board: $42,000; Audit Chair: $20,000; committee member retainer: Audit $10,000 / Comp $7,500 / NomGov $5,000; chairs: Audit $20,000 / Comp $15,000 / NomGov $10,000) and equity via options (initial 40,000; annual 20,000), with one‑year vest for annual grants and 10‑year term; full vesting on change in control .
• 2024 actual compensation (reported in 2025 proxy):

Performance Compensation

• None disclosed for directors; compensation is cash retainers plus annual option grants with service‑based vesting; no performance metrics apply to directors .

Compensation Structure Analysis

Implications: Cash retainer unchanged; equity value declined in 2024 reflecting market inputs, but directors continue to receive annual option grants, maintaining equity alignment .

Other Directorships & Interlocks

• No EQ disclosures indicate related‑party transactions involving Ms. Demski; disclosed related‑party transactions involve Biocon/Syngene and Decheng appointee (Dr. Xu) rather than Ms. Demski .
• Her current external public boards (Chimerix, Alpha Teknova) are biopharma/tools; EQ’s related‑party disclosures do not list transactions with these entities, indicating low interlock conflict risk in filings reviewed .

Expertise & Qualifications

• Recognized audit committee financial expert; Board cites her 30+ years in finance/biotech and extensive board experience .
• Education and professional recognition: B.A. (Michigan State), MBA (Chicago Booth); NACD Board Governance Fellow; 2017 Corporate Directors Forum “Director of the Year” in Corporate Governance .

Equity Ownership

Note: EQ prohibits hedging/pledging of company stock by directors .

Governance Assessment

• Strengths: Independent director; Audit Chair and SEC‑defined financial expert; regular executive sessions; strong attendance; prohibition on hedging/pledging supports alignment; option‑based director equity maintains skin‑in‑the‑game .
• Compensation governance: Compensation Committee uses independent consultant (Aon/Radford) for peer benchmarking and program review; annual review process documented .
• Potential risk indicators:
  • Equity plan allows option repricing or substitution without stockholder approval (with participant consent), which is shareholder‑unfriendly if used; no director‑specific repricings disclosed, but plan authority is a red flag to monitor .
  • Change‑in‑control full vesting for director options is typical but reduces performance contingency .
• Conflicts/related parties: No related‑party transactions disclosed involving Ms. Demski; EQ’s disclosed related‑party items concern Biocon/Syngene and Decheng affiliates; continued monitoring advisable given EQ’s partner relationships .

Appendix: Committee and Attendance Snapshot