Peter Colabuono
EquilliumAbout Peter Colabuono
Peter Colabuono, age 43, joined EQ’s Board in December 2024 and is a Class II director continuing in office until the 2026 annual meeting. He is a Managing Director at Decheng Capital (since October 2016) with prior roles in business development at Ironwood Pharmaceuticals (Sep 2015–Oct 2016) and Silvergate Pharmaceuticals (Aug 2011–May 2014), and earlier experience in Morgan Stanley and Cowen healthcare investment banking; he holds a B.A. in Molecular Biology & Biochemistry from Dartmouth College. The Board cites his scientific, clinical, and biotechnology investing experience as core credentials; however, the Board has preliminarily determined he would not be considered independent due to his affiliation with Decheng, a >5% shareholder, and EQ’s acquisition of Ariagen, which was >92% owned by Decheng .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ironwood Pharmaceuticals, Inc. | Senior Director, Business Development | Sep 2015 – Oct 2016 | Business development execution |
| Silvergate Pharmaceuticals, Inc. | VP, Business Development & Managed Care | Aug 2011 – May 2014 | Launched four internally developed proprietary pediatric products |
| Checkmate Pharmaceuticals, Inc. (public; acquired by Regeneron) | Director | Aug 2019 – May 2022 | Public company board experience |
| Morgan Stanley; Cowen | Healthcare Investment Banking (earlier career) | Not disclosed | Transactional healthcare finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Decheng Capital | Managing Director | Oct 2016 – Present | Affiliated with a >5% EQ shareholder |
| Several privately held biotechnology companies | Director | Current | Current service on multiple private biotech boards (names not disclosed) |
| Head & Neck Cancer Alliance | Active | Current | Community/industry affiliation (not a board role) |
Board Governance
- Committee assignments: None (no Audit, Compensation, or Nominating memberships for Colabuono) .
- Independence: Board preliminarily determined Colabuono would not be considered independent due to affiliation with Decheng (>5% holder) and Ariagen acquisition (>92% owned by Decheng) .
- Attendance & engagement: The Board met six times and acted by unanimous written consent three times in 2024; all directors attended at least 75% of Board and committee meetings during 2024 .
- Executive sessions: Regularly scheduled executive sessions of independent directors at the end of Board and committee meetings .
- Board leadership: Executive Chairman (Bradbury); no lead independent director .
Committee structure and 2024 meeting frequency:
| Committee | 2024 Meetings | Chair | Members (2024) |
|---|---|---|---|
| Audit | 8 | Martha J. Demski | Demski; Bala S. Manian; Barbara Troupin; (Xu until Dec 2024) |
| Compensation | 4 | Bala S. Manian | Demski; Manian; Mark Pruzanski |
| Nominating & Corporate Governance | 3 | Charles McDermott | McDermott; Pruzanski; Troupin |
Fixed Compensation
| Component | Amount ($) | Period/Date | Notes |
|---|---|---|---|
| Cash fees earned | 2,397 | FY 2024 | Director fees from service in late 2024; no committee fees disclosed for Colabuono (no committee memberships) |
| Annual cash retainer (policy) | 42,000 | Policy applicable in 2024 | Standard non-employee director retainer; committee member fees: Audit $10,000; Compensation $7,500; Nominating $5,000; chair fees higher (Audit $20,000; Compensation $15,000; Nominating $10,000) |
| Non-employee director annual total limit | 350,000 | Policy cap | $350k annual cap; $550k in first year of appointment (equity at grant-date fair value, plus cash fees) |
| Compensation consultant | Aon | Annual review | Independent consultant supports annual review of director comp vs market |
Performance Compensation
| Equity Award Term | Detail | Vesting | Change-of-Control | Value/Status |
|---|---|---|---|---|
| Initial option grant (policy) | 40,000 shares | Monthly over 3 years | Vests in full upon change in control (per plan definition) | Granted at initial appointment/election; applies to non-employee directors |
| Annual option grant (policy) | 20,000 shares | Monthly over 1 year; fully vested by next annual meeting | Vests in full upon change in control | Granted at each annual meeting to continuing non-employee directors |
| 2024 option award (Colabuono) | Option awards | Not disclosed | Not disclosed | $19,975 grant-date fair value in 2024 director comp table |
| Outstanding options (12/31/2024) | 40,000 options | Not disclosed | Not disclosed | Aggregate outstanding options held by Colabuono as of 12/31/2024 |
Plan features relevant to governance assessments:
- Option valuation basis: grant-date fair value per ASC 718; does not reflect realized value .
- Repricing authority: plan administrators may reduce exercise/strike price, substitute awards, or take actions treated as repricing without stockholder approval (with participant consent) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Dates | Interlock/Conflict Note |
|---|---|---|---|---|
| Decheng Capital | Investment firm; >5% EQ holder (12.5%) | Managing Director | Oct 2016 – Present | Affiliation drives preliminary non-independence determination; ownership table shows 4,447,308 EQ shares held by Decheng affiliates (12.5%) |
| Ariagen (acquired by EQ) | Target company | N/A | Acquired Oct 4, 2024 | >92% owned by Decheng affiliates; up to $55.0M regulatory approval milestones (≈$50.6M to Decheng affiliates), payable in cash or stock; links Decheng to an EQ related-party transaction |
| Checkmate Pharmaceuticals, Inc. | Public company (acquired by Regeneron) | Director | Aug 2019 – May 2022 | Prior public board experience (no current interlock with EQ disclosed) |
Expertise & Qualifications
- Board states Colabuono is qualified due to scientific, clinical, and biotechnology investing experience, aligning with EQ’s sector and strategy .
Equity Ownership
| Holder | Shares Beneficially Owned (#) | % of Shares Outstanding | As-of Date | Notes |
|---|---|---|---|---|
| Peter Colabuono | 5,555 | <1% | April 1, 2025 | Beneficial ownership table; percentages based on 35,719,317 shares; options exercisable within 60 days included per SEC rules |
| Outstanding EQ options held | 40,000 | N/A | Dec 31, 2024 | Aggregate number of shares subject to options held (outstanding); exercisability schedule not disclosed |
Governance Assessment
- Independence risk: Board preliminarily determined Colabuono would not be independent given his Decheng affiliation and the Ariagen acquisition (>92% Decheng-owned), which can impair perceived board objectivity on capital allocation or transactions involving Decheng-linked assets .
- Related-party exposure: Ariagen transaction creates ongoing potential milestone obligations (max $55.0M; ≈$50.6M to Decheng affiliates), payable in cash or stock, representing a continuing financial linkage to a firm where Colabuono is a senior executive; heightened conflict-of-interest monitoring is warranted .
- Attendance/engagement: Board met six times with all directors at or above the 75% attendance threshold; executive sessions are regularly scheduled, supporting independent director deliberations, though Colabuono is preliminarily non-independent .
- Compensation alignment: Director pay is modest and largely equity-based (2024: $2,397 cash; $19,975 options; total $22,372), which supports alignment but introduces incentive sensitivity to stock price and plan design .
- Plan governance RED FLAG: The equity plan permits option repricing or substitution actions without stockholder approval (with participant consent), which many investors view as a shareholder-unfriendly feature; monitor for any actual repricing activity .
- Board structure concern: No lead independent director, with an Executive Chairman structure; investors often prefer strong independent leadership, particularly when related-party dynamics exist .
- Compensation oversight: Use of independent consultant (Aon) to review director compensation annually is a positive governance practice .
Overall: Strong sector-relevant expertise and investing background, but independence and related-party exposure to Decheng (via Ariagen) represent material governance risks. The absence of a lead independent director and permissive plan repricing features further pressure investor confidence; continued disclosure and recusal protocols on any Decheng-linked matters are advisable .