Colin Hill
About Colin Hill
Colin Hill, age 52, joined Fulcrum Therapeutics’ board in June 2024 and is an independent director under Nasdaq rules as determined by the board in April 2025. He co-founded Aitia in 2000 and serves as its CEO, bringing AI-driven precision medicine expertise; he holds a B.A. in Physics from Virginia Tech and master’s degrees in physics from McGill University and Cornell University . He serves on Fulcrum’s Science & Technology Committee (joined June 2024), which oversees R&D strategy and pipeline review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Biotelemetry Inc. | Director | Until acquisition by Koninklijke Philips NV in 2021 | Not disclosed |
| PPD Inc. | Director | Until acquisition by Thermo Fisher Scientific Inc. in 2021 | Not disclosed |
| AesRx | Founding board member | Until acquisition by Baxter International Inc. in 2014 | Not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aitia | Co-founder & Chief Executive Officer | 2000–present | AI-driven precision medicine company |
Board Governance
- Independence: The board determined in April 2025 that all directors except the CEO (Sapir) and former interim CEO (Gould) are independent; Hill is independent .
- Committee assignments: Member, Science & Technology Committee (joined June 2024); committee chaired by Robert J. Gould .
- Not a member of Audit, Compensation & Human Capital Management, or Nominating & Corporate Governance Committees (members listed exclude Hill) .
- Attendance and engagement: Full board met 7 times in 2024; each director met or exceeded the 75% attendance threshold; all then-serving directors attended the 2024 annual meeting .
- Executive sessions and leadership: Independent directors meet in executive session at least twice per year; the chairman is independent (no lead independent director designated) .
| Committee | Membership (Hill) | Chair | 2024 Meetings | Key Responsibilities |
|---|---|---|---|---|
| Audit | Not a member | Katina Dorton | 5 | Auditor oversight, ICFR, cyber risk, related-party approval |
| Compensation & HCM | Not a member | Alan Ezekowitz | 5 | Exec/Director pay, incentives, clawback policy administration, consultant oversight |
| Nominating & Corporate Governance | Not a member | James Geraghty | 0 | Board nominations, governance principles, succession |
| Science & Technology | Member (joined Jun 2024) | Robert J. Gould | Not disclosed | Oversight of R&D goals, pipeline review, tech trends, R&D risk |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Board cash retainer (member) | $40,000 | Paid quarterly; prorated for partial quarters |
| 2024 Board chair incremental fee | $30,000 | Incremental to member retainer |
| 2024 Audit Committee | Member: $7,500; Chair: +$7,500 | Annual fees |
| 2024 Compensation & HCM Committee | Member: $5,000; Chair: +$5,000 | Annual fees |
| 2024 Nominating & Corporate Governance Committee | Member: $4,000; Chair: +$4,000 | Annual fees |
| 2024 Science & Technology Committee | Member: $5,000; Chair: +$5,000 | Annual fees |
| Reimbursement | Reasonable travel/other expenses | Policy applies to all non-employee directors |
| Director (2024) | Cash Fees ($) | Notes |
|---|---|---|
| Colin Hill | $24,231 | Reflects partial-year service and committee fees in 2024 |
Performance Compensation
- Structure: Director equity is exclusively time-vested stock options; no RSUs/PSUs for directors disclosed .
- Change-in-control: All director options become exercisable in full upon specified change-in-control events .
- Anti-hedging/anti-pledging: Company maintains anti-hedging and anti-pledging policies applicable to compensation and insiders .
| Grant Program | Grant Size | Vesting | Timing | Notes |
|---|---|---|---|---|
| Initial option (through 2024) | 60,000 shares | 2.7778% monthly; fully vests over 3 years | Upon initial election/appointment | Exercise price at FMV on grant date; becomes fully exercisable upon certain change-in-control events |
| Annual option (2024) | 30,000 shares | 100% on first anniversary or immediately prior to next annual meeting | First board meeting after annual meeting; ≥6 months service required | FMV exercise price; CIC full exercisability |
| Revised program (effective Jan 24, 2025) | Initial: 72,000 shares; Annual: 36,000 shares | Same vesting as prior programs | As above | FMV exercise price; CIC full exercisability |
| Director (2024) | Option Awards (Grant-Date Fair Value, $) | Total Compensation ($) |
|---|---|---|
| Colin Hill | $339,732 | $363,963 |
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond FULC .
- Prior public company boards: Biotelemetry Inc. and PPD Inc. (served until 2021 acquisitions) .
- Non-profit/academic/private boards: AesRx founding board member (until 2014 acquisition); CEO role at Aitia (private) .
- Compensation committee interlocks: Company disclosed no compensation committee interlocks; Hill was not a member of the compensation committee in 2024 .
Expertise & Qualifications
| Attribute | Details |
|---|---|
| Education | B.A. in Physics, Virginia Tech; M.S. in Physics, McGill University; M.S. in Physics, Cornell University |
| Technical expertise | AI/ML-driven precision medicine; R&D oversight via Science & Technology Committee |
| Industry experience | Life sciences leadership; company-building in precision medicine |
| Board qualifications | Technology/science expertise applicable to R&D oversight |
Equity Ownership
| Holder | Beneficial Ownership (Shares) | Percent of Outstanding | Notes |
|---|---|---|---|
| Colin Hill | 18,333 | <1% (“*”) | Beneficial ownership includes options currently exercisable or exercisable within 60 days after March 31, 2025 |
| Metric (as of Dec 31, 2024) | Amount | Notes |
|---|---|---|
| Director options outstanding (Hill) | 60,000 shares | Aggregate options subject to outstanding awards for non-employee directors; Hill’s count |
| Anti-hedging/anti-pledging policies | In place | Supports ownership alignment |
| Section 16(a) compliance (2024) | All required filings made | Compliance signal |
Governance Assessment
- Independence and committee fit: Hill is independent and sits on the Science & Technology Committee, matching his AI-driven precision medicine background; he does not sit on audit or compensation committees, which reduces potential conflicts in financial oversight or pay decisions .
- Attendance and engagement: Board met 7 times; directors met ≥75% attendance and independent directors have at least two executive sessions annually, indicating baseline governance discipline .
- Compensation and alignment: Hill’s 2024 compensation was heavily equity-based (options $339,732 vs. cash $24,231), aligning incentives to shareholder value; director equity vests on time-based schedules and accelerates on change in control (market-standard) . The move to larger grants in 2025 (72k/36k) increases potential dilution but maintains option-only structure rather than RSUs/PSUs .
- Conflicts/related-party exposure: No related-person transactions disclosed involving Hill or Aitia; the audit committee oversees related-party transactions under a formal policy, and any such transactions would require approval after full disclosure . No hedging/pledging by policy and Section 16(a) compliance reported .
- RED FLAGS: None disclosed specific to Hill. Not a member of audit or compensation committees; no related-party transactions; no delinquent filings. Note CIC acceleration exists for director options (common practice) .