Dominick Colangelo
About Dominick Colangelo
Dominick Colangelo, 61, is an independent Class II director at Trevi Therapeutics, serving since June 2020; his current term expires at the 2027 annual meeting. He is President and Chief Executive Officer and a director of Vericel Corporation (public biopharma) since March 2013; previously he spent nearly a decade at Eli Lilly in product development, operations, sales/marketing, and corporate development. He holds a B.S.B.A. in Accounting from SUNY Buffalo and a J.D. from Duke University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vericel Corporation | President & CEO; Director | Since Mar 2013 | Public biopharma operator; commercialization experience cited by TRVI Board |
| Eli Lilly and Company | Executive positions across product development, operations, sales/marketing, corporate development | Nearly a decade | Broad biopharma operating and BD experience |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Vericel Corporation | President & CEO; Director | Since Mar 2013 | Not disclosed in TRVI proxy |
Board Governance
- Committees: Audit Committee member (chair: Anne VanLent); Compensation Committee member (chair: Michael Heffernan) .
- Independence: Board determined all directors except CEO Jennifer Good are independent under Nasdaq rules (April 2025 review); Colangelo is independent for Audit (Rule 10A-3) and Compensation (Rule 10C-1) committee service .
- Attendance: Full Board met 6 times in 2024; Audit met 4; Compensation met 3; Nominating & Corporate Governance met 1. Each director attended ≥75% of Board and applicable committee meetings; six directors attended the 2024 annual meeting .
- Tenure/Class: Director since June 2020; Class II term expires at 2027 annual meeting .
- Governance practices: Independent directors meet in executive session at least twice a year; committee charters posted online .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Board retainer (member) | 40,000 | Standard fee schedule |
| Audit Committee retainer (member) | 10,000 | Standard fee schedule; Colangelo is a member |
| Compensation Committee retainer (member) | 7,500 | Standard fee schedule; Colangelo is a member |
| Total cash fees earned | 57,500 | As reported for Colangelo in 2024 |
Performance Compensation
| Metric | 2024 Detail | 2025 Program Update | Vesting/Terms |
|---|---|---|---|
| Annual director option grant (shares) | 30,000 shares granted to each non-employee director at 2024 annual meeting | Increased to 45,000 shares per annual meeting effective Feb 18, 2025 | Annual options fully vest by first anniversary or next annual meeting; exercise price = FMV at grant; full acceleration on change in control |
| Initial director option grant (shares) | 60,000 shares eligible upon initial election/appointment in 2024 | Increased to 90,000 shares for initial election/appointment effective Feb 18, 2025 | Initial options vest 50% by first anniversary/next annual meeting; remaining 50% by second anniversary/second annual meeting |
| Option award fair value (2024) | $68,246 (aggregate grant-date fair value) | — | Valued under FASB ASC 718; assumptions per 2024 Form 10-K notes |
Not disclosed: specific strike prices or expirations for Colangelo’s grants in the proxy; policy states exercise price equals fair market value on the grant date and change-in-control triggers full exercisability .
Other Directorships & Interlocks
| Company | Role | Interlocks/Relationships |
|---|---|---|
| Vericel Corporation | President & CEO; Director | No Trevi-related transactions or interlocks disclosed involving Colangelo . |
Expertise & Qualifications
- Executive operator with >20 years biopharma management and corporate development experience, including acquisition, development, and commercialization across therapeutic areas .
- Financial and legal training (BSBA in Accounting; JD), supporting governance and risk oversight .
- Current public-company CEO, bringing commercialization and operating rigor to Trevi’s board .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Ownership Breakdown |
|---|---|---|---|
| Dominick Colangelo | 123,684 | Less than 1% | Consists of 123,684 shares underlying stock options exercisable as of Apr 23, 2025 or within 60 days; no direct common shares disclosed in proxy |
| Outstanding director option awards (as of Dec 31, 2024) | 123,684 (Colangelo) | — | Aggregate options by director shown; Colangelo total matches beneficial ownership footnote |
Policy signals: Insider Trading Policy prohibits short sales and derivative hedging instruments; proxy does not explicitly state an anti-pledging policy, and no pledging by Colangelo is disclosed .
Governance Assessment
- Board effectiveness: Colangelo serves on both Audit and Compensation Committees, enhancing oversight of financial reporting and executive pay; Board affirms his independence for committee service .
- Attendance/engagement: Company reports directors met ≥75% attendance thresholds across Board/committee meetings in 2024, indicating adequate engagement .
- Alignment: 2024 pay mix combines cash fees ($57,500) and option grant fair value ($68,246) with time-based vesting; Colangelo holds 123,684 options exercisable within 60 days, aligning incentives with shareholders via equity .
- Compensation structure signals: Director equity grants were increased effective Feb 18, 2025 (initial to 90,000; annual to 45,000), shifting mix toward equity; all director options accelerate on change of control, which investors may view as a potential entrenchment or windfall risk if not tightly governed .
- Conflicts/related-party exposure: No related-person transactions disclosed involving Colangelo; Audit Committee reviews/approves any related-person transactions under formal policy .
- RED FLAGS: None disclosed for Colangelo on attendance, related-party transactions, or hedging/pledging; note single-trigger change-in-control option acceleration for directors as a governance consideration .