DEF 14A of Cogent Biosciences, Inc.
Filed Apr 22, 2025 · FY20240001193125-25-089237
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors constituting the Board at seven. At the Annual Meeting, the stockholders will vote to elect the two Class I director nominees named in this Proxy Statement to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal. Our Board has nominated for re-election to our Board Dr. Karen Ferrante and Matthew E. Ros, each of whom is a current Class I director who was most recently elected by stockholders at the 2022 Annual Meeting of Stockholders. Our director nominees have indicated that they are willing and able to serve as directors. However, if any of them becomes unable or, for good cause, unwilling to serve, proxies may be voted for the election of such other person as shall be designated by our Board, or the Board may decrease the size of the Board.
Information Regarding Director Nominees and Continuing Directors
Information Regarding Director Nominees and Continuing Directors Our Board is divided into three classes, with members of each class holding office for staggered three-year terms. There are currently two Class I directors, who are up for election at this meeting and for a term expiring at the 2028 Annual Meeting of Stockholders; three Class II directors, whose terms expire at the 2026 Annual Meeting of Stockholders; and two Class III directors, whose terms expire at the 2027 Annual Meeting of Stockholders. Biographical and other information regarding our director nominees and directors continuing in office, including the primary skills and experiences considered by our Nominating and Corporate Governance Committee (the “Nominating Committee”) in determining to recommend them as nominees, is set forth below.
Information Regarding Director Nominees and Continuing Directors
| Name | Class | Age (as of April 22) | Position | | Andrew Robbins | Class III | 49 | Chief Executive Officer, President and Director | | Chris Cain, Ph.D.(2)(4) | Class II | 41 | Independent Director | | Karen Ferrante, M.D.(3)(4) | Class I | 67 | Independent Director | | Peter Harwin(3)(4) | Class III | 39 | Independent Director and Chairman | | Arlene M. Morris(1)(2) | Class II | 73 | Independent Director | | Matthew E. Ros(1)(3) | Class I | 58 | Independent Director | | Todd Shegog(1)(2) | Class II | 60 | Independent Director |
Information Regarding Director Nominees and Continuing Directors
| (1) Member of the Audit Committee |
Information Regarding Director Nominees and Continuing Directors
| (2) Member of the Compensation Committee |
Information Regarding Director Nominees and Continuing Directors
| (3) Member of the Nominating Committee |
Information Regarding Director Nominees and Continuing Directors
| (4) Member of the Science & Technology Committee (the “Science Committee”) |
Class I Director Nominees
Class I Director Nominees Karen Ferrante, M.D. Dr. Ferrante has served as a member of our Board since February 2018. Dr. Ferrante is a medical oncologist who served as the Chief Medical Officer and Head of Research and Development of Tokai Pharmaceuticals, Inc. (now known as Eledon Pharmaceuticals, Inc.), a biopharmaceutical company focused on developing treatments for prostate cancer and other hormonally driven diseases, from April 2014 until August 2016. From 2007 to July 2013, Dr. Ferrante held senior positions at Millennium Pharmaceuticals, Inc. and its parent company, Takeda Pharmaceutical Company Limited (NYSE: TAK), including Chief Medical Officer and, subsequently, Oncology Therapeutic Area Head and Cambridge USA Site Head from May 2013 to July 2013. Dr. Ferrante previously held positions of increasing responsibility at Pfizer Global Research and Development and Bristol-Myers Squibb Company (NYSE: BMY). Dr. Ferrante serves on the board of directors of MacroGenics, Inc. (Nasdaq: MGNX). Dr. Ferrante also served as a director of HUTCHMED (China) Limited (Nasdaq: HCM) from 2017 until 2023, Progenics Pharmaceuticals, Inc. from 2014 until its acquisition by Lantheus Holdings, Inc. (Nasdaq: LNTH) in 2020 and Baxalta Inc., a previously publicly-traded global biopharmaceutical company, from 2015 until its acquisition by Shire plc in 2016. She also served as an advisory board member for Kazia Therapeutics Limited (Nasdaq: KZIA) from 2016 until 2022 and Trillium Therapeutics Inc. (formerly, Nasdaq/TSX: TRIL) from 2020 until its acquisition by Pfizer Inc. in November 2021. Dr. Ferrante holds an M.D. from Georgetown University and a B.S. in Chemistry and Biology from Providence College. We believe Dr. Ferrante is qualified to serve on our Board because of her extensive leadership, scientific, business and managerial experience in the biotechnology industry and her experience and expertise serving as a member of the board of directors of several biotechnology companies. Matthew E. Ros. Mr. Ros has served as a member of our Board since July 2019. Mr. Ros has more than 35 years of experience in global pharmaceutical and early-stage biotechnology companies, building and leading teams across sales, marketing, franchise strategy and business operations. Since January 2025, Mr. Ros has served as the Chief Operating Officer of Verastem, Inc. (Nasdaq: VSTM), a late-stage development biopharmaceutical company. Prior to Verastem, Mr. Ros served as Chief Executive Officer and Director of Fore Biotherapeutics Inc., a clinical-stage precision oncology company from April 2022 to August 2023. Mr. Ros previously served as Chief Strategy and Business Officer of Epizyme, Inc., a biopharmaceutical company, from September 2018 to October 2021. He served as Chief Operating Officer of Epizyme from May 2016 to September 2018. Prior to joining Epizyme, from September 2010 to May 2016, Mr. Ros served in increasing levels of responsibility at Sanofi S.A. (Nasdaq: SNY), a multinational pharmaceutical company, most recently as Chief Operating Officer/Global Head of the Oncology business unit from December 2014 to May 2016. Prior to that role, Mr. Ros served in the rare disease business of Genzyme Corporation, a Sanofi company, where he served as Vice President and Franchise Head of its Pompe disease unit from September 2012 to December 2014, and also served as the Associate Vice President and Iniparib Global Brand Leader in Sanofi’s Oncology business unit from September 2010 to September 2012. From October 2007 to June 2010, Mr. Ros served at ARIAD Pharmaceuticals, Inc., a global oncology company, most recently as Senior Vice President, Commercial Operations. He started his pharmaceutical career in Bristol-Myers Squibb’s Oncology Division, serving in roles with increasing responsibility from 1990 to 2007. He received a B.S. from the State University of New York, College at Plattsburgh and completed the Executive Education Program in Finance and Accounting for the Non-Financial Manager at Wharton School of the University of Pennsylvania. We believe Mr. Ros is qualified to serve on our Board because of his extensive leadership, executive, managerial and business experience with life sciences companies.
Class II Directors Continuing in Office
Class II Directors Continuing in Office Chris Cain, Ph.D. Dr. Cain has served as a member of our Board since July 2020. Dr. Cain has served as Director of Research at Fairmount Funds Management LLC (“Fairmount”), a healthcare investment firm and one of the Company’s largest stockholders, since April 2020. From February 2019 to February 2020, Dr. Cain served as Vice President at Samsara BioCapital, a biotherapeutics-focused venture capital fund. Prior to that role, Dr. Cain worked at Apple Tree Partners, a life sciences-focused venture capital fund, from 2016 to January 2019, and at RA Capital Management, an investment management company, before that. Previously, Dr. Cain was a writer and editor at BioCentury Publications. Dr. Cain currently serves on the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN). Dr. Cain received his B.A. from the University of California, Santa Barbara and his Ph.D. in Biochemistry and Molecular Biology from the University of California, San Francisco. We believe Dr. Cain is qualified to serve on our Board because of his extensive leadership, scientific, business and managerial experience in the biotechnology industry. Arlene M. Morris. Ms. Morris has served as a member of our Board since July 2019. Ms. Morris has served as Chief Executive Officer of Willow Advisors, a consultancy advising biotech companies on financing, strategy and business development, since 2015. Previously, she spent over a decade leading public biotechnology companies. From 2012 to 2015, Ms. Morris served as Chief Executive Officer of Syndax Pharmaceuticals Inc. (Nasdaq: SNDX), a biopharmaceutical company focused on the development and commercialization of an epigenetic therapy for treatment-resistant cancers. Prior to this, she served as President and Chief Executive Officer of Affymax Inc. (OTCMKTS: AFFY), a biotechnology company, where she led the company through the development of peginesatide (Omontys®). She spent 15 years at Johnson & Johnson (NYSE: JNJ), a pharmaceutical company, in marketing, sales and senior level business development positions. Ms. Morris served on the board of directors of Viveve Medical, Inc. (OTCMKTS: VIVE) from 2016 to 2022, Dimension Therapeutics, Inc. (formerly, Nasdaq: DMTX) from 2015 to 2018 and Neovacs, SA (Euronext: ALNEV) from 2011 to 2020. She was also a director of Biodel Inc., a specialty pharmaceutical company, from 2015 until its merger with Albireo Limited in 2016. Ms. Morris is currently a member of the board of directors of Palatin Technologies, Inc. (NYSE: PTN), Viridian Therapeutics, Inc. (Nasdaq: VRDN), TC BioPharm (Holdings) PLC (Nasdaq: TCBP), Edgewise Therapeutics, Inc. (Nasdaq: EWTX), and the Charleston Animal Society. Ms. Morris received her B.A. in Biology and Chemistry from Carlow College. We believe Ms. Morris is qualified to serve on our Board because of her extensive leadership, executive, managerial and board experience within pharmaceutical and biotechnology industries. Todd Shegog. Mr. Shegog has served as a member of our Board since February 2021. Mr. Shegog has more than 25 years of financial, operations, corporate strategy and compliance expertise in the biotechnology and pharmaceutical industries. He served as Senior Vice President and Chief Financial Officer of Forma Therapeutics, Inc. (formerly, Nasdaq: FMTX), a clinical-stage biopharmaceutical company, from September 2019 through its acquisition by Novo Nordisk in October 2022. Prior to Forma Therapeutics, Mr. Shegog served as Chief Financial Officer of Synlogic, Inc. (Nasdaq: SYBX), a clinical-stage biopharmaceutical company, where he directed the company’s financial strategy and management as well as facilities and information systems from September 2016 to September 2019. From April 2014 to August 2016, Mr. Shegog served as Senior Vice President and Chief Financial Officer at Forum Pharmaceuticals, Inc., an early-stage biopharmaceutical company, where he was responsible for finance, operations and information systems during their pursuit of innovative therapies for schizophrenia and Alzheimer’s disease. He also served as the Chief Financial Officer of Millennium Pharmaceuticals, Inc., now Takeda Oncology, where he was responsible for management of the company’s financial resources, corporate planning, financial reporting and compliance from 1998 to 2014. Mr. Shegog earned a B.S. in Electrical Engineering from Lafayette College and an M.B.A. from the Tepper School of Management at Carnegie Mellon University. We believe Mr. Shegog is qualified to serve on our Board because of his financial expertise and extensive leadership, executive, managerial and business experience with life sciences companies.
Class III Directors Continuing in Office
Class III Directors Continuing in Office Andrew Robbins. Mr. Robbins has served as our Chief Executive Officer, President, principal executive officer and a member of our Board since October 2020. Prior to joining the Company, Mr. Robbins served as Chief Operating Officer at Array BioPharma Inc., a pharmaceutical company, from March 2015 through its acquisition by Pfizer Inc. (NYSE: PFE), a pharmaceutical company, in July 2019, where he was responsible for sales and marketing, corporate strategy, business development, manufacturing and supply chains, after serving as its Senior Vice President, Commercial Operations from July 2012 to March 2015. From January 2007 to July 2012, Mr. Robbins held management positions at Hospira, Inc., a pharmaceutical and medical device company, including General Manager and Vice President of the U.S. Alternate Site business unit and Vice President of Corporate Development. Prior to Hospira, Mr. Robbins held commercial and leadership positions within Pfizer’s oncology unit. Mr. Robbins previously served on the boards of directors of Turmeric Acquisition Corporation from 2020 to 2022 and Harpoon Therapeutics, Inc. from 2020 through its acquisition by Merck in March 2024. Mr. Robbins holds an M.B.A. from the Kellogg School of Management, Northwestern University and a bachelor’s degree from Swarthmore College. We believe Mr. Robbins is qualified to serve on our Board because of his extensive commercial, development and strategic leadership experience in the pharmaceutical industry. Peter Harwin. Mr. Harwin has served as a member of our Board since July 2020. Mr. Harwin is a managing member at Fairmount, a healthcare investment firm he co-founded in April 2016. Prior to Fairmount, Mr. Harwin served as a member of the investment team at Boxer Capital, LLC, part of the Tavistock Group, based in San Diego. Mr. Harwin also serves on the board of directors of Apogee Therapeutics, Inc. (Nasdaq: APGE), Spyre Therapeutics, Inc. (Nasdaq: SYRE), Oruka Therapeutics, Inc. (Nasdaq: ORKA), Paragon Therapeutics, Inc. and Crescent Biopharma. He previously served on the board of directors of Viridian Therapeutics, Inc. (Nasdaq: VRDN) from October 2020 to March 2025. Mr. Harwin received his Bachelor of Business Administration from Emory University. We believe Mr. Harwin is qualified to serve on our Board because of his extensive leadership, executive, managerial and board experience within pharmaceutical and biotechnology industries. The Board recommends a vote “FOR ALL” of the Class I director nominees set forth above.
Director Compensation
Director Compensation
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We adopted a policy for compensating our non-employee directors with a cash retainer for service on the Board and for service on each committee on which the director is a member. The chairman of each committee receives a higher retainer for such service. These fees are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment is prorated for any portion of such quarter that the director is not serving on our Board. The Compensation Committee periodically reviews compensation paid to our non-employee directors, considering input from the Compensation Committee’s independent compensation consultant, and makes recommendations for adjustments, as appropriate, to the full Board. In January 2025, the Board reviewed the outside director compensation program and determined that no changes were needed in order to maintain compensation levels for our non-employee directors at the 50th percentile of our peer companies. The fees payable to non-employee directors for service on the Board and for service on each committee of the Board on which the director was a member in 2024 are as follows:
Non-Employee Director Compensation Policy
| | Annual Retainer | | Board of Directors: | | | All non-employee directors | $45,000 | | Additional retainer for Non-Executive Chairman of the Board | $35,000 | | Audit Committee: | | | Chairman | $20,000 | | Non-Chairman members | $10,000 | | Compensation Committee: | | | Chairman | $15,000 | | Non-Chairman members | $7,500 | | Nominating Committee: | | | Chairman | $10,000 | | Non-Chairman members | $5,000 | | Science Committee: | | | Chairman | $15,000 | | Non-Chairman members | $7,500 |
Non-Employee Director Compensation Policy
We also reimburse our non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending any in-person Board and committee meetings. Pursuant to our director compensation policy, directors are given the opportunity to elect to receive all or a portion of their retainer and committee fees in the form of an equity award of: (a) unrestricted shares having a grant date fair value equal to the amount (or portion thereof) of such retainer and committee fees or (b) fully vested stock options to purchase common stock based on the Black-Scholes option-pricing model as of the date of grant. Any such election must be made: (i) for any continuing non-employee director, before the start of the calendar year with respect to any cash compensation for such calendar year and (ii) for any new non-employee director, within 30 days of her or his election to the Board. Any such stock options are fully vested upon grant and expire ten years from the date of grant. In addition, our director compensation policy provides that each new non-employee director elected to our Board receives an initial, one-time stock option grant to purchase 89,400 shares of our common stock (the “Initial Award”), which vests in equal monthly installments over three years, subject to continued service as a member of the Board. In addition, each continuing non-employee director, other than a director receiving an Initial Award, receives, at the time of the Company’s annual meeting, an annual equity grant of options to purchase 44,700 shares of our common stock, which vests in full upon the earlier of the first anniversary of the date of grant or the date of the Company’s next annual meeting of stockholders, subject to continued service as a member of the Board through such date. This program is intended to provide a total compensation package that enables us to attract and retain qualified and experienced individuals to serve as directors and to align our directors’ interests with those of our stockholders.
Fiscal Year 2024 Director Compensation Table
Fiscal Year 2024 Director Compensation Table The table below shows all compensation paid to or earned in 2024 by our non-employee directors. Executives who serve as directors do not receive any compensation for service as a director. The compensation received by Mr. Robbins for his service to us during 2024 as our Chief Executive Officer is presented in the 2024 Summary Compensation Table in “Executive Compensation” below.
Fiscal Year 2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2)(3) | Total ($) | | Chris Cain, Ph.D.(4) | $67,500 | $289,562 | $357,062 | | Karen Ferrante, M.D. | $62,500 | $289,562 | $352,062 | | Peter Harwin(4) | $92,500 | $289,562 | $382,062 | | Arlene M. Morris | $70,000 | $289,562 | $359,562 | | Matthew E. Ros | $60,000 | $289,562 | $349,562 | | Todd Shegog | $72,500 | $289,562 | $362,062 |
Fiscal Year 2024 Director Compensation Table
| (1) Amounts represent fees earned in cash for services rendered by each member of the Board. Dr. Ferrante elected to receive her cash compensation in the form of fully vested options to purchase our common stock. |
Fiscal Year 2024 Director Compensation Table
| (2) Amounts shown reflect the grant date fair value of option awards granted during 2024. The grant date fair value was computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”), disregarding the effect of estimated forfeitures related to service-based vesting. See Note 7 to the financial statements in the Company’s Annual Report on Form 10-K regarding assumptions we made in determining the fair value of option awards. |
Fiscal Year 2024 Director Compensation Table
| (3) As of December 31, 2024, our non-employee directors held outstanding options to purchase the following number of shares of common stock: Dr. Cain – 179,265, Dr. Ferrante – 262,770, Mr. Harwin – 179,265, Ms. Morris – 182,848, Mr. Ros – 243,160 and Mr. Shegog – 172,100. |
Fiscal Year 2024 Director Compensation Table
| (4) All or a portion of such director’s fees is remitted directly to Fairmount and such director is obligated to turn over to Fairmount any net cash or stock received from the options pursuant to their arrangement with Fairmount. The director disclaims beneficial ownership of the options and underlying shares. |
Compensation Highlights
| • | Annual bonuses linked to pre-determined milestone performance goals: Annual bonuses for our named executive officers paid out at 115% of target based on the achievement of the corporate performance goals. |
Compensation Highlights
| • | Annual stock option grants at the 50th percentile of peer group: After making one-time grants of performance-based restricted stock units (PSUs) in 2023 intended to align our long-term equity incentive program more closely with that of our peer companies and to provide a retention incentive, in 2024 our named executive officers received only stock option grants generally at the 50th percentile of our peer group (with the exception of Mr. Pinnow, who received both PSUs and stock options in connection with his commencement of employment). |
Compensation Philosophy and Objectives
| • | align the base salary and target annual incentive compensation of our executive officers with market practices by targeting the 50th percentile of our peer group; |
Compensation Philosophy and Objectives
| • | focus a significant portion of our executive officers’ compensation on short-term and long-term incentive; and |
Compensation Philosophy and Objectives
| • | provide balanced incentives that motivate our executives to achieve our short-term and long-term goals without incentivizing executives to take excessive risks. |
Best Practice Highlights
| | Use of Independent Compensation Consultant: The Compensation Committee receives objective advice from its independent compensation consultant. | | | No Perquisites in 2024: We generally do not provide perquisites and, consistent with such approach, our NEOs did not receive any perquisites in 2024. | | | Clawback Policy: The Board has adopted a clawback policy applicable to all incentive payments and performance-based equity awards granted to executive officers. | | | Peer Group Analysis: The Company reviews total direct compensation (base salary, annual cash incentive and long-term incentive payments) and the mix of the compensation components for the named executive officers relative to the peer group as one of the factors in determining if compensation is adequate to attract and retain executive officers. | | | No Hedging: The Company has adopted a policy prohibiting hedging of Company stock. | | | No Excise Tax Gross-Ups: Our named executive officers are not entitled to any such gross-up. |
Process for Setting Compensation
Process for Setting Compensation Our Board and Compensation Committee review compensation practices and philosophy annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, they consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and our desire to incentivize a long-term commitment to our Company. While we do not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace, and we generally target the 50th percentile of our peer group, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, bonus and long-term incentives. Our Compensation Committee is responsible for approving all executive compensation matters, and in the case of our CEO, recommends to the Board for approval, as appropriate. Our Compensation Committee reviews and discusses management’s proposed compensation with the CEO for all executives other than the CEO. Based on those discussions and its discretion, taking into account the factors noted above, the Compensation Committee then determines the compensation for each executive officer, and in the case of the CEO, recommends to the Board for approval, as appropriate. In 2024, the Compensation Committee retained the services of Compensia as its external compensation consultant, and the Board and the Compensation Committee considered Compensia’s input on certain compensation matters as they deemed appropriate. Pursuant to the factors set forth in Item 407 of Regulation S-K of the Exchange Act, the Compensation Committee has reviewed the independence of Compensia and conducted a conflicts of interest assessment (taking into consideration factors specified in the Nasdaq listing standards) and has concluded that Compensia is independent and its work for the Compensation Committee has not raised any conflicts of interest. No other fees were paid to Compensia except fees related to its services to the Compensation Committee.
Use of a Peer Group
Use of a Peer Group While we do not establish compensation levels based solely on benchmarking, pay practices at other companies are an important factor that the Compensation Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. Market data is one element considered by the Compensation Committee when making executive compensation decisions, but the Compensation Committee does not set compensation levels based solely on market data. Rather, the Compensation Committee reviews the 25th, 50th and 75th percentiles of relevant market data as one frame of reference in making its executive compensation decisions. Final executive compensation decisions reflect a variety of factors, including each executive’s experience, performance rating, and the relative importance of the executive’s role within the organization, as well as where each executive’s pay level falls relative to the market data. In order to evaluate the level of compensation for our named executive officers for 2024, our Compensation Committee, using information provided by Compensia, established a peer group of publicly traded companies in the biotechnology and pharmaceutical industries generally based on a balance of the following criteria, with certain limited exceptions such as for foreign companies and companies we consider to be close competitors who may fall outside the criteria below:
Use of a Peer Group
| • | companies that are headquartered in the United States; |
Use of a Peer Group
| • | companies with comparable market capitalizations (i.e., in the range of $424M to $3.9B); |
Use of a Peer Group
| • | companies that are generally in clinical development-stage and in Phase 2 or Phase 3 trials; and |
Use of a Peer Group
| • | companies with headcounts generally between 100 to 650 employees. |
Use of a Peer Group
Our 2024 peer group is comprised of the following companies in the biotechnology and pharmaceutical industries:
Use of a Peer Group
| Arcus Biosciences, Inc. | Kiniksa Pharmaceuticals, Ltd. | | Allogene Therapeutics, Inc. | Kura Oncology, Inc. | | Arvinas, Inc. | Nuvalent, Inc. | | Bicycle Therapeutics plc | Relay Therapeutics, Inc. | | Blueprint Medicines Corporation | Repare Therapeutics, Inc. | | Celldex Therapeutics, Inc. | Revolution Medicines, Inc. | | Day One Biopharmaceuticals, Inc. | SpringWorks Therapeutics, Inc. | | Deciphera Pharmaceuticals, Inc. | Syndax Pharmaceuticals, Inc. | | Erasca, Inc. | Xencor, Inc. | | IGM Biosciences, Inc. | Zentalis Pharmaceuticals, Inc. | | Iovance Biotherapeutics, Inc. | |
Key Elements of Compensation
Annual Bonus Our Board or Compensation Committee may approve annual bonuses for our named executive officers based on Company performance as compared to the goals and objectives established by the Board at the beginning of each year or as otherwise determined appropriate. All executive officers are assigned annual bonus targets, expressed as a percent of base salary, based on each executive officer’s accountability, scope of responsibilities, and potential impact on performance, as well as peer group competitive data for similarly situated positions. For 2024, target bonuses were slightly adjusted for Drs. Sachs and Robinson after consideration of the foregoing factors. The table below sets forth the target bonus for each NEO for 2024 and 2023:
Key Elements of Compensation
| Name | 2024 Target Bonus (% of Base Salary) | 2023 Target Bonus (% of Base Salary) | | Andrew Robbins | 60% | 60% | | John Green | 40% | 40% | | Jessica Sachs | 45% | 40% | | John Robinson | 45% | 40% | | Cole Pinnow | 40% | N/A |
Key Elements of Compensation
Payments under the annual bonus plan in 2024 were based on achievement of the performance goals and weightings listed below, with each goal allowing for a threshold achievement (70% payout), target achievement (100% payout) and upside achievement (130% payout). The table below sets forth the performance goal categories and relative weightings:
Key Elements of Compensation
| Performance Goals | Relative Weighting | | Continue to advance our research and discovery programs | 30% | | Complete enrollment of our bezuclastinib registrational trials | 60% | | Strengthen balance sheet and maintain cash runway through clinical readouts | 10% | | Total: | 100% |
Key Elements of Compensation
| Name | 2024 Bonus Earned | Bonus Achieved (as % of Target) | | Andrew Robbins | $477,480 | 115% | | John Green | $225,412 | 115% | | Jessica Sachs | $272,948 | 115% | | John Robinson | $264,326 | 115% | | Cole Pinnow | $127,769(1) | 115% |
Key Elements of Compensation
| (1) Payout was pro-rated based on Mr. Pinnow’s start date in May 2024. |
Key Elements of Compensation
Mr. Pinnow also received a one-time sign-on bonus in connection with his commencement of employment in 2024 in order to attract Mr. Pinnow to join the Company. Long-Term Incentive Compensation Our equity grant program is intended to recognize the contributions of our named executive officers to the achievement of corporate objectives, to align their interests with those of our stockholders by creating value tied to the performance of our stock price, and for retention purposes. In determining the form and value of an annual grant, the Compensation Committee considers the contributions and responsibilities of each executive officer, appropriate incentives for the achievement of our long-term growth, the size and value of grants made to other executives at peer companies holding comparable positions, individual achievement of designated performance goals, and our overall performance relative to corporate objectives. The Compensation Committee also may grant equity awards to new executive officer hires or special awards upon promotion or for retention. We generally grant annual equity awards in the first quarter of each year. Annual stock option grants were awarded to our named executive officers (other than Mr. Pinnow) and such awards vest monthly over a four-year period, subject to continued service through each such vesting date. As a material inducement to Mr. Pinnow’s commencement of employment, in May 2024, Mr. Pinnow received a grant of stock options and PSUs. The PSUs granted to Mr. Pinnow are subject to the same terms and conditions as the one-time PSU grants made to our other named executive officers in 2023. As described in last year’s proxy statement, our named executive officers can earn between 0% and 200% of the target amount of their PSU award based on achievement of specified stock price hurdles and/or research and development milestones over a performance period ending in February 2026. The PSUs were considered a one-time award as part of an incentive and retention program for the Company’s senior leadership team through an important three-year period, and the Board believes that the PSU program is closely aligned with stockholder interests given that the vast majority of the program is directly tied to significant stock price appreciation. The table below indicates the target and maximum number of shares that each named executive officer could earn subject to achievement of the performance goals:
Key Elements of Compensation
| Name | Target PSUs | Max PSUs | | Andrew Robbins | 420,000 | 840,000 | | John Green | 150,000 | 300,000 | | Jessica Sachs | 160,000 | 320,000 | | John Robinson | 160,000 | 320,000 | | Cole Pinnow | 108,000 | 214,000 |
Other Elements of Compensation
Other Elements of Compensation Benefits and Perquisites We typically do not provide perquisites to our named executive officers that are not available generally to all of our full-time employees, and in 2024 none of our named executive officers received any special perquisites. All of our full-time employees, including our named executive officers, are eligible to participate in certain medical, disability and life insurance benefit programs offered by us. We pay the premiums for term life insurance and long-term disability for all of our employees, including our named executive officers. We also provide all employees, including named executive officers, with a flexible spending account plan, an employee stock purchase plan and paid time off benefits, including vacation, sick time and holidays. We also maintain the Cogent Biosciences, Inc. 401(k) Plan, a tax-qualified retirement plan for our employees. The 401(k) Plan is intended to qualify under Section 401(k) of the Internal Revenue Service Code of 1986, as amended (the “Code”), so that contributions to the 401(k) Plan by employees or by us, and the investment earnings thereon, are not taxable to the employees until withdrawn from the 401(k) Plan, and so that contributions by us, if any, will be deductible by us when made. Under the 401(k) Plan, employees may elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) Plan. We currently match 100% of an employee’s contributions to the 401(k) Plan up to 4% of an employee’s compensation. We do not sponsor any qualified or non-qualified defined benefit plans for any of our employees or executives. In 2021, we adopted a nonqualified deferred compensation plan pursuant to which eligible participants, including our named executive officers, may elect to defer a portion of their eligible compensation. None of the NEOs have participated in the plan. Employment Agreements Each of the Company’s NEOs is covered by an employment agreement providing for a minimum annual level of salary, target incentives, eligibility for long-term incentives, and benefit eligibility. The agreements also provide for a severance benefit in the event of a termination of employment without “cause” or for “good reason,” as such terms are defined in the agreements. It is the Compensation Committee’s belief that the employment agreements are necessary from a competitive perspective and contribute to the stability of the management team.
Other Policies
Other Policies Clawback Policy In October of 2023, we adopted a clawback policy intended to comply with the requirements of Nasdaq Listing Standard 5608 implementing Rule 10D-1 under the Exchange Act. In the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, the Company will seek to recover, on a reasonably prompt basis, the excess incentive-based compensation received by any covered executive, including our named executive officers, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. Practices on Timing of Equity Awards We do not have any program, plan or obligation that requires us to grant equity awards on specified dates. We also do not have any program, plan or practice to time award dates of stock option grants to our executive officers in coordination with the release of material nonpublic information and do not take material nonpublic information into account when determining the timing and terms of equity awards. Equity awards may occasionally be granted following a significant change in job responsibilities or to meet special retention or performance objectives. During 2024, the Compensation Committee did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Tax Deductibility of Compensation As one of the factors in the review of compensation matters, the Compensation Committee considers the anticipated tax treatment to the Company. Under Section 162(m) of the Code, a limitation exists on the deductibility of compensation paid to certain “covered employees,” including all of our NEOs, in excess of $1 million per year and, thus, we are unable to deduct compensation payable to our NEOs in excess of such limit. While the Compensation Committee considers the impact of this tax treatment, the primary factors influencing program design are the support of our business objectives and the Compensation Committee’s commitment to structuring the Company’s executive compensation programs in a manner designed to align pay with performance. Accordingly, the Compensation Committee retains flexibility to structure our compensation programs in a manner that is not tax-deductible in order to achieve a strategic result that the Compensation Committee determines to be more appropriate. Risk Management During fiscal year 2024, the Company conducted its annual review of executive and non-executive compensation programs, with particular emphasis on incentive compensation plans and programs. Based on this review, the Company evaluated the primary components of its compensation plans and practices to identify whether those components, either alone or in combination, properly balanced compensation opportunities and risk. As part of this inventory, several factors were noted that reduce the likelihood of excessive risk taking. These factors include: (1) balancing performance focus between near-term objectives and longer-term strategic initiatives; (2) issuing annual equity awards that vest over multiyear time horizons; and (3) maintaining a clawback policy applicable to our executive officers. Furthermore, the Compensation Committee retains its own independent compensation consultant to provide input on executive pay matters, meets regularly, and approves all performance goals, award vehicles, and pay opportunity levels for named executive officers (other than the CEO, in which case the Compensation Committee makes recommendations for approval by the full Board). As a result of this evaluation, the Company concluded that risks arising from the Company’s compensation policies and practices are not reasonably likely to have a material adverse impact on the Company.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table summarizes the compensation awarded to, earned by or paid to our NEOs for 2024, 2023 and 2022.
2024 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan Compensation ($) | Bonus ($) | Option Awards ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Andrew Robbins Chief Executive Officer | 2024 | 692,000 | 477,480 | — | 3,734,610 | — | 13,800 | 4,917,890 | | | 2023 | 656,098 | — | 393,659 | 4,962,615 | 1,873,200 | 13,200 | 7,898,772 | | | 2022 | 624,283 | — | 344,920 | 3,409,773 | — | 12,200 | 4,391,176 | | John Green Chief Financial Officer | 2024 | 490,025 | 225,412 | — | 1,018,530 | — | 13,800 | 1,747,767 | | Jessica Sachs Chief Medical Officer | 2024 | 527,436 | 272,948 | — | 1,018,530 | — | 13,800 | 1,832,714 | | | 2023 | 507,150 | — | 253,575 | 1,512,416 | 713,600 | 13,200 | 2,999,941 | | | 2022 | 482,558 | — | 177,744 | 1,235,425 | — | 12,200 | 1,907,927 | | Cole Pinnow Chief Commercial Officer | 2024 | 265,385 | 127,769 | 50,000 | 3,263,610 | 262,980 | — | 3,969,744 | | John Robinson Chief Scientific Officer | 2024 | 510,775 | 264,326 | — | 1,018,530 | — | 13,800 | 1,807,431 | | | 2023 | 491,130 | — | 245,565 | 1,512,416 | 713,600 | 13,200 | 2,975,911 | | | 2022 | 454,178 | — | 167,348 | 1,235,425 | — | 12,200 | 1,869,151 |
2024 Summary Compensation Table
| (1) Amounts reflect the grant-date fair value of option awards granted in 2024, 2023 and 2022 in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“ASC Topic 718”) disregarding the effect of any estimated forfeitures related to service-vesting conditions. For information regarding assumptions underlying the valuation of equity awards, see Note 7 to the financial statements in the Company’s Annual Report on Form 10-K. These amounts do not correspond to the actual value that may be recognized by the executives upon exercise of the options. |
2024 Summary Compensation Table
| (2) Amounts reflect the grant-date fair value of performance-based restricted stock units (“PSUs”) granted in 2024 and 2023 in accordance with ASC Topic 718. For information regarding assumptions underlying the valuation of equity awards, see Note 7 to the financial statements in the Company’s Annual Report on Form 10-K. These amounts do not correspond to the actual value that may be recognized by the executives upon vesting of the awards. The value of the PSU awards granted in 2024, assuming achievement of the maximum performance level, would have been: Mr. Pinnow: $1,112,780. |
2024 Summary Compensation Table
| (3) Represents the value of 401(k) contributions made by the Company. |
2024 Grants of Plan-Based Awards Table
2024 Grants of Plan-Based Awards Table The following table sets forth the grants of plan-based awards made to our NEOs during 2024.
2024 Grants of Plan-Based Awards Table
| | | Estimated Future Payments Under Non-Equity Incentive Plan Awards | | | Estimated Future Payments Under Equity Incentive Plan Awards | | | | | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Andrew Robbins | N/A | — | 415,200 | — | — | — | — | — | — | — | | | 1/23/2024 | — | — | — | — | — | — | 1,100,000 | 4.63 | 3,734,610 | | John Green | N/A | — | 196,010 | — | — | — | — | — | — | — | | | 1/23/2024 | — | — | — | — | — | — | 300,000 | 4.63 | 1,018,530 | | Jessica Sachs, M.D. | N/A | — | 237,346 | — | — | — | — | — | — | — | | | 1/23/2024 | — | — | — | — | — | — | 300,000 | 4.63 | 1,018,530 | | John Robinson, Ph.D. | N/A | — | 229,849 | — | — | — | — | — | — | — | | | 1/23/2024 | — | — | — | — | — | — | 300,000 | 4.63 | 1,018,530 | | Cole Pinnow | N/A | — | 111,104 | — | — | — | — | — | — | — | | | 5/25/2024 | — | — | — | 54,000 | 108,000 | 214,000 | — | — | 262,980 | | | 5/25/2024 | — | — | — | — | — | — | 525,000 | 8.22 | 3,263,610 |
Outstanding Equity Awards at 2024 Fiscal Year End Table
Outstanding Equity Awards at 2024 Fiscal Year End Table The following table sets forth information regarding outstanding equity awards at the end of 2024 for each of our NEOs.
Outstanding Equity Awards at 2024 Fiscal Year End Table
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(4) | | Andrew Robbins | 10/23/2020 | 1,860,605 | — | $11.16 | 10/22/2030 | — | — | | | 12/7/2020 | 456,693 | — | $12.76 | 12/6/2030 | — | — | | | 2/10/2021 | 302,067 | 13,133(1) | $10.17 | 2/9/2031 | — | — | | | 1/25/2022 | 503,125 | 186,875(1) | $7.60 | 1/24/2032 | | — | | | 2/13/2023 | 240,625 | 284,375(1) | $13.63 | 2/12/2033 | — | — | | | 6/7/2023 | — | — | — | — | 420,000(2) | 3,276,000 | | | 1/23/2024 | 252,083 | 847,917(1) | $4.63 | 1/22/2034 | — | — | | John Green | 5/7/2020 | 27,867 | — | $1.67 | 5/6/2030 | — | — | | | 10/13/2020 | 173,925 | — | $11.56 | 10/12/2030 | — | — | | | 2/10/2021 | 366,128 | 15,918(1) | $10.17 | 2/9/2031 | — | — | | | 1/25/2022 | 164,063 | 60,937(1) | $7.60 | 1/24/2032 | — | — | | | 2/13/2023 | 68,750 | 81,250(1) | $13.63 | 2/12/2033 | — | — | | | 6/7/2023 | — | — | — — | — | 150,000(2) | 1,170,000 | | | 1/23/2024 | 68,750 | 231,250(1) | $4.63 | 1/22/2034 | — | — | | Jessica Sachs, M.D. | 5/7/2020 | 99,472 | — | $1.67 | 5/6/2030 | — | — |
Outstanding Equity Awards at 2024 Fiscal Year End Table
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(4) | | | 2/1/2021 | 383,333 | 16,667(3) | $9.10 | 1/31/2031 | — | — | | | 2/10/2021 | 121,229 | 5,271(1) | $10.17 | 2/9/2031 | — | — | | | 1/25/2022 | 182,292 | 67,708(1) | $7.60 | 1/24/2032 | — | — | | | 2/13/2023 | 73,333 | 86,667(1) | $13.63 | 2/12/2033 | — | — | | | 6/7/2023 | — | — | — | — | 160,000(2) | 1,248,000 | | | 1/23/2024 | 68,750 | 231,250(1) | $4.63 | 1/22/2034 | — | — | | John Robinson, Ph.D. | 3/31/2021 | 468,750 | 31,250(3) | $8.78 | 3/30/2031 | — | — | | | 1/25/2022 | 182,292 | 67,708(1) | $7.60 | 1/24/2032 | — | — | | | 2/13/2023 | 73,333 | 86,667(1) | $13.63 | 2/12/2033 | — | — | | | 6/7/2023 | — | — | — | — | 160,000(2) | 1,248,000 | | | 1/23/2024 | 68,750 | 231,250(1) | $4.63 | 1/22/2034 | — | — | | Cole Pinnow | 05/25/2024 | — | 525,000(3) | $8.22 | 05/24/2034 | 108,000(2) | 842,400 |
Outstanding Equity Awards at 2024 Fiscal Year End Table
| (1) Stock options vest in equal monthly installments over a four-year period, subject to continuous service with us. |
Outstanding Equity Awards at 2024 Fiscal Year End Table
| (2) Represent the achievement of the target amount of each PSU award based on achievement of the specified stock price hurdles and/or research and development milestones over a three-year performance period ending February 2026. Any PSUs earned during the performance period will vest, if at all, in a single tranche in February 2026, subject to continuous service with us. |
Outstanding Equity Awards at 2024 Fiscal Year End Table
| (3) Stock options vest over four years, with 25% of the shares vesting on the first anniversary of the grant date, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to continuous service with us. |
Outstanding Equity Awards at 2024 Fiscal Year End Table
| (4) The market value of unvested shares is calculated by multiplying the number of unvested shares by the closing market price of our common stock on Nasdaq on December 31, 2024, the last trading day of the year, which was $7.80 per share. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table There were no option awards exercised or stock awards vested for our named executive officers during fiscal 2024.
Potential Payments on Termination or Change in Control
Potential Payments on Termination or Change in Control The table below reflects the amount of compensation that would become payable to each of the named executive officers under existing plans and arrangements if that named executive officer’s employment had terminated on December 31, 2024 (pursuant to the executive’s employment agreement then in effect) and/or a change in control had occurred on such date, given the named executive officer’s compensation levels as of such date and, if applicable, based on the Company’s closing stock price on that date of $7.80. These benefits are in addition to benefits available prior to the occurrence of any termination of employment, including benefits generally available to salaried employees, such as distributions under the Company’s 401(k) plan. The actual amounts that would be paid upon a named executive officer’s termination of employment can be determined only at the time of such named executive officer’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. Andrew Robbins. Pursuant to the terms of his employment agreement, if Mr. Robbins’s employment is terminated by the Company without cause (as defined in his employment agreement) or by Mr. Robbins for good reason (as defined in his employment agreement), Mr. Robbins will receive any base salary through the date of termination, unpaid expense reimbursements, unused vacation accrued through the date of termination, if such termination occurs on or between January 1 and March 14 and annual incentive compensation for the prior year has not yet been paid, an amount equal to 100% of Mr. Robbins’s target bonus for the prior year, a pro-rated target bonus for the year of termination, and any vested benefits under any employee benefit plan through the date of termination. Additionally, subject to Mr. Robbins’s execution of a release of potential claims against the Company, Mr. Robbins will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary, (ii) a monthly cash payment for 12 months for medical and dental benefits or Mr. Robbins’s COBRA health continuation period, whichever ends earlier, (iii) a lump sum in cash in an amount equal to 100% of Mr. Robbins’s target bonus for the then-current year, and (iv) acceleration of vesting on any time-based options in which Mr. Robbins would have vested if he had remained employed for an additional 12 months and acceleration of any PSUs earned prior to such termination. However, in the event that Mr. Robbins’s employment is terminated by the Company without cause, or Mr. Robbins terminates his employment with the Company for good reason, in either case for a period of 90 days prior to or 12 months following the occurrence of a change in control (as defined in his employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Mr. Robbins’s execution of a release of potential claims against the Company, Mr. Robbins will be entitled to receive: (i) a lump sum in cash in an amount equal to 18 months of base salary, (ii) a lump sum in cash in an amount equal to 150% of Mr. Robbins’s target bonus for the then-current year, (iii) a monthly cash payment for 18 months for medical and dental benefits or Mr. Robbins’s COBRA health continuation period, whichever ends earlier and (iv) acceleration of vesting on all equity awards (provided that any outstanding performance-based awards will be deemed achieved at target levels, other than the PSUs, for which all of the research and development milestones will be deemed achieved and the achievement of the stock price hurdles will be dependent upon the per share value in the change in control transaction). John Green. Pursuant to the terms of his employment agreement, if Mr. Green’s employment is terminated by the Company without cause (as defined in his employment agreement) or by Mr. Green for good reason (as defined in his employment agreement), Mr. Green will receive any base salary through the date of termination, unpaid expense reimbursements, unused vacation accrued through the date of termination, if such termination occurs on or between January 1 and March 14 and annual incentive compensation for the prior year has not yet been paid, an amount equal to 100% of Mr. Green’s target bonus for the prior year, and any vested benefits under any employee benefit plan through the date of termination. Additionally, subject to Mr. Green’s execution of a release of potential claims against the Company, Mr. Green will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary, (ii) a monthly cash payment for nine months for medical and dental benefits or Mr. Green’s COBRA health continuation period, whichever ends earlier, (iii) a lump sum in cash in an amount equal to Mr. Green’s target bonus for the then-current year pro-rated based on the portion of the year that Mr. Green was employed, and (iv) acceleration of vesting on any time-based options in which Mr. Green would have vested if he had remained employed for an additional nine months and acceleration of any PSUs earned prior to such termination . However, in the event that Mr. Green’s employment is terminated by us without cause, or Mr. Green terminates his employment with us for good reason, in either case within 12 months following the occurrence of a change in control (as defined in his employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Mr. Green’s execution of a release of potential claims against us, Mr. Green will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary, (ii) a lump sum in cash in an amount equal to 100% of Mr. Green’s target bonus for the then-current year, (iii) a monthly cash payment for 12 months for medical and dental benefits or Mr. Green’s COBRA health continuation period, whichever ends earlier and (iv) acceleration of vesting on all equity awards (provided that any outstanding performance-based awards will only accelerate to the extent the applicable performance goals have been achieved, other than the PSUs, for which all of the research and development milestones will be deemed achieved and the achievement of the stock price hurdles will be dependent upon the per share value in the change in control transaction).
Potential Payments on Termination or Change in Control
Jessica Sachs, M.D. Pursuant to the terms of her employment agreement, if Dr. Sachs’s employment is terminated by us without cause (as defined in her employment agreement) or by Dr. Sachs for good reason (as defined in her employment agreement), Dr. Sachs will receive any base salary through the date of termination, unpaid expense reimbursements, unused vacation accrued through the date of termination, if such termination occurs on or between January 1 and March 14 and annual incentive compensation for the prior year has not yet been paid, an amount equal to 100% of Dr. Sachs’s target bonus for the prior year, and any vested benefits under any employee benefit plan through the date of termination. Additionally, subject to Dr. Sachs’s execution of a release of potential claims against us, Dr. Sachs will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary, (ii) a monthly cash payment for nine months for medical and dental benefits or Dr. Sachs’s COBRA health continuation period, whichever ends earlier, (iii) a lump sum in cash in an amount equal to Dr. Sachs’ target bonus for the then-current year pro-rated based on the portion of the year that Dr. Sachs was employed, and (iv) acceleration of vesting on any time-based equity awards in which Dr. Sachs would have vested if she had remained employed for an additional nine months and acceleration of any PSUs earned prior to such termination. However, in the event that Dr. Sachs’s employment is terminated by us without cause, or Dr. Sachs terminates her employment with us for good reason, in either case within 12 months following the occurrence of a change in control (as defined in her employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Dr. Sachs’s execution of a release of potential claims against us, Dr. Sachs will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary, (ii) a lump sum in cash in an amount equal to 100% of Dr. Sachs’s target bonus for the then-current year, (iii) a monthly cash payment for 12 months for medical and dental benefits or Dr. Sachs’s COBRA health continuation period, whichever ends earlier and (iv) acceleration of vesting on all equity awards (provided that any outstanding performance-based awards will only accelerate to the extent the applicable performance goals have been achieved, other than the PSUs, for which all of the research and development milestones will be deemed achieved and the achievement of the stock price hurdles will be dependent upon the per share value in the change in control transaction). John Robinson, Ph.D. Pursuant to the terms of his employment agreement, if Dr. Robinson’s employment is terminated by us without cause (as defined in his employment agreement) or by Dr. Robinson for good reason (as defined in his employment agreement), Dr. Robinson will receive any base salary through the date of termination, unpaid expense reimbursements, unused vacation accrued through the date of termination, if such termination occurs on or between January 1 and March 14 and annual incentive compensation for the prior year has not yet been paid, an amount equal to 100% of Dr. Robinson’s target bonus for the prior year, and any vested benefits under any employee benefit plan through the date of termination. Additionally, subject to Dr. Robinson’s execution of a release of potential claims against us, Dr. Robinson will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary, (ii) a monthly cash payment for nine months for medical and dental benefits or Dr. Robinson’s COBRA health continuation period, whichever ends earlier, (iii) a lump sum in cash in an amount equal to Dr. Robinson’s target bonus for the then-current year pro-rated based on the portion of the year that Dr. Robinson was employed, and (iv) acceleration of vesting on any time-based equity awards in which Dr. Robinson would have vested if he had remained employed for an additional nine months and acceleration of any PSUs earned prior to such termination. However, in the event that Dr. Robinson’s employment is terminated by us without cause, or Dr. Robinson terminates his employment with us for good reason, in either case within 12 months following the occurrence of a change in control (as defined in his employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Dr. Robinson’s execution of a release of potential claims against us, Dr. Robinson will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary, (ii) a lump sum in cash in an amount equal to 100% of Dr. Robinson’s target bonus for the then-current year, (iii) a monthly cash payment for 12 months for medical and dental benefits or Dr. Robinson’s COBRA health continuation period, whichever ends earlier and (iv) acceleration of vesting on all equity awards (provided that any outstanding performance-based awards will only accelerate to the extent the applicable performance goals have been achieved, other than the PSUs, for which all of the research and development milestones will be deemed achieved and the achievement of the stock price hurdles will be dependent upon the per share value in the change in control transaction).
Potential Payments on Termination or Change in Control
Cole Pinnow. Pursuant to the terms of his employment agreement, if Mr. Pinnow’s employment is terminated by us without cause (as defined in his employment agreement) or by Mr. Pinnow for good reason (as defined in his employment agreement), Mr. Pinnow will receive any base salary through the date of termination, unpaid expense reimbursements, unused vacation accrued through the date of termination, if such termination occurs on or between January 1 and March 14 and annual incentive compensation for the prior year has not yet been paid, an amount equal to 100% of Mr. Pinnow’s target bonus for the prior year, and any vested benefits under any employee benefit plan through the date of termination. Additionally, subject to Mr. Pinnow’s execution of a release of potential claims against us, Mr. Pinnow will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary, (ii) a monthly cash payment for nine months for medical and dental benefits or Mr. Pinnow’s COBRA health continuation period, whichever ends earlier, (iii) a lump sum in cash in an amount equal to Mr. Pinnow’s target bonus for the then-current year pro-rated based on the portion of the year that Mr. Pinnow was employed, and (iv) acceleration of vesting on any time-based equity awards in which Mr. Pinnow would have vested if he had remained employed for an additional nine months and acceleration of any PSUs earned prior to such termination. However, in the event that Mr. Pinnow’s employment is terminated by us without cause, or Mr. Pinnow terminates his employment with us for good reason, in either case within 12 months following the occurrence of a change in control (as defined in his employment agreement), in lieu of the severance payments and benefits described in the preceding sentence and subject to Mr. Pinnow’s execution of a release of potential claims against us, Mr. Pinnow will be entitled to receive: (i) a lump sum in cash in an amount equal to 12 months of base salary, (ii) a lump sum in cash in an amount equal to 100% of Mr. Pinnow’s target bonus for the then-current year, (iii) a monthly cash payment for 12 months for medical and dental benefits or Mr. Pinnow’s COBRA health continuation period, whichever ends earlier and (iv) acceleration of vesting on all equity awards (provided that any outstanding performance-based awards will only accelerate to the extent the applicable performance goals have been achieved, other than the PSUs, for which all of the research and development milestones will be deemed achieved and the achievement of the stock price hurdles will be dependent upon the per share value in the change in control transaction). Upon the occurrence of a change in control transaction, the PSUs will be subject to acceleration as described above in the Compensation Discussion and Analysis under the heading “Long-Term Incentive Compensation.”
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table
Potential Payments Upon Termination or Change in Control Table
| Name | Involuntary Termination (Without Cause or for Good Reason) Not in Connection with a Change in Control | Involuntary Termination in Connection with a Change in Control | Change in Control | | | ($) | ($) | ($) | | Andrew Robbins | | | | | Base Salary | 692,000 | 1,038,000 | — | | Healthcare | 15,685 | 23,528 | — | | Bonus | 415,200 | 622,800 | — | | Option Awards | 3,104,884 | 6,568,461 | — | | PSUs | 1,092,000 | 1,638,000 | 1,638,000 | | Total | 5,319,769 | 9,890,789 | 1,638,000 | | John Green | | | | | Base Salary | 490,025 | 490,025 | — | | Healthcare | 11,764 | 15,685 | — | | Bonus | 196,010 | 196,010 | — | | Option Awards | 732,421 | 1,948,977 | — | | PSUs | 390,000 | 585,000 | 585,000 | | Total | 1,820,220 | 3,235,697 | 585,000 | | Jessica Sachs, M.D. | | | | | Base Salary | 527,436 | 527,436 | — | | Healthcare | 11,764 | 15,685 | — |
Potential Payments Upon Termination or Change in Control Table
| Name | Involuntary Termination (Without Cause or for Good Reason) Not in Connection with a Change in Control | Involuntary Termination in Connection with a Change in Control | Change in Control | | | ($) | ($) | ($) | | Bonus | 237,346 | 237,346 | — | | Option Awards | 808,313 | 2,072,417 | — | | PSUs | 416,000 | 624,000 | 624,000 | | Total | 2,000,859 | 3,476,884 | 624,000 | | John Robinson, Ph.D. | | | | | Base Salary | 510,775 | 510,775 | — | | Healthcare | 11,764 | 15,685 | — | | Bonus | 229,849 | 229,849 | — | | Option Awards | 894,816 | 2,127,560 | — | | PSUs | 416,000 | 624,000 | 624,000 | | Total | 2,063,204 | 3,507,869 | 624,000 | | Cole Pinnow | | | | | Base Salary | 460,000 | 460,000 | — | | Healthcare | 11,764 | 15,685 | — | | Bonus | 184,000 | 184,000 | — | | Option Awards | 1,087,870 | 3,263,610 | — | | PSUs | 280,800 | 421,200 | 421,200 | | Total | 2,024,434 | 4,344,495 | 421,200 |
CEO PAY RATIO
CEO PAY RATIO Pursuant to Item 402(u) of Regulation S-K, we are required to calculate and disclose the median of the annual total compensation of all of our employees (excluding our CEO, Mr. Robbins), the annual total compensation of Mr. Robbins, and the ratio of these two amounts. Our median employee was identified using the entire population of our employees as of December 31, 2024 (201 employees), excluding our sole employee who resides outside of the United States in the United Kingdom, based on a consistently applied compensation measure, or CACM, that reasonably reflects the annual compensation of our employees. The CACM selected by us for our disclosure included annual base salary and the target cash bonus amount for fiscal 2024, annualized for any permanent employees who were employed for less than the full year. Based on the CACM methodology described above, we identified the median employee and calculated the fiscal 2024 compensation for this selected employee in the same manner we determine the annual total compensation of our NEOs for purposes of the Summary Compensation Table. The median of the annual total compensation of all our employees was $258,662. Mr. Robbins’s fiscal 2024 annual total compensation as disclosed in the 2024 Summary Compensation Table was $4,917,890. As a result, our CEO to median employee pay ratio for fiscal 2024 is 19:1. This pay ratio is a reasonable estimate calculated by a method consistent with the SEC requirements, described above, based on our payroll and employment records. As a result of a variety of factors, including employee populations, potential differences in the components used for the CACM, compensation philosophies and certain assumptions, pay ratios reported by other companies may not be comparable to our pay ratio. The pay ratio is not utilized by our management or our Compensation Committee for compensation-related decisions.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company.
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO 1 | Compensation Actually Paid to PEO 2 | | Average Summary Compensation Table Total for Non-PEO NEOs 3 | Average Compensation Actually Paid to Non-PEO NEOs 4 | Value of Initial Fixed $100 Investment Based On: | | Net Loss (in thousands) 7 | Company Stock Price | | | | | | | | Total Shareholder Return (“TSR”) 5 | Peer Group TSR 6 | | | | 2024 | $4,917,890 | | 11,879,571 | $2,339,414 | $3,889,688 | $90.91 | $91.15 | $(255,859) | $7.80 | | 2023 | $7,898,772 | ($ | 201,504) | $2,987,926 | $473,046 | $68.53 | $92.42 | $(192,410) | $5.88 | | 2022 | $4,391,176 | | 9,821,916 | $1,888,539 | $3,210,146 | $134.73 | $89.09 | $(140,241) | $11.56 |
PAY VERSUS PERFORMANCE
| 1 | The dollar amounts reported are the amounts of total compensation reported in our Summary Compensation Table. |
PAY VERSUS PERFORMANCE
| 2 | The dollar amounts reported represent the amount of “compensation actually paid,” as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below for the most recent fiscal year. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
PAY VERSUS PERFORMANCE
| Compensation Actually Paid to PEO | 2024($) | | Summary Compensation Table Total | $4,917,890 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (3,734,610) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 4,942,668 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | 1,652,148 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 2,084,417 | | Plus (less), change in fair value from prior fiscal year end to vesting date of equity awards granted in prior years that vested in the year | 2,017,058 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Compensation Actually Paid to PEO | 11,879,571 |
PAY VERSUS PERFORMANCE
| 3 | The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding our CEO) included for purposes of calculating the average amounts in each applicable year are Mr. Green, Dr. Sachs, Dr. Robinson and Mr. Pinnow for 2024 and Drs. Sachs and Robinson for both 2023 and 2022. |
PAY VERSUS PERFORMANCE
| 4 | The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, these amounts reflect “Total” as set forth in the Summary Compensation Table for each year, adjusted as shown below for the most recent fiscal year. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
PAY VERSUS PERFORMANCE
| Average Compensation Actually Paid to Non-PEO NEOs | 2024($) | | Average Summary Compensation Table Total | $2,339,414 | | Less, average value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | (1,645,545) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 1,891,641 | | Plus, average fair value as of vesting date of equity awards granted and vested in the year | 337,940 | | Plus (less), average year over year change in fair value of outstanding and unvested equity awards granted in prior years | 573,134 | | Plus (less), average change in fair value from prior fiscal year end to vesting date of equity awards granted in prior years that vested in the year | 393,104 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | | Average Compensation Actually Paid to Non-PEO NEOs | 3,889,688 |
PAY VERSUS PERFORMANCE
| 5 | Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2021. |
PAY VERSUS PERFORMANCE
| 6 | The peer group used for this purpose is the Nasdaq Biotechnology Index. |
PAY VERSUS PERFORMANCE
| 7 | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
PAY VERSUS PERFORMANCE
Analysis of the Information Presented in the Pay versus Performance Table Our executive compensation program reflects a variable pay-for-performance philosophy. While we utilize several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, we generally seek to incentivize long-term performance, and therefore do not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid, Cumulative TSR, and Peer Group TSR Compensation Actually Paid and Net Loss Compensation Actually Paid and Company Stock Price Financial Performance Measures As described in greater detail in the Compensation Discussion and Analysis section, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. Other than stock price performance, the Company does not currently use any financial performance measures to link executive compensation actually paid to our performance. However, in addition to stock price performance, the other most important performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as set forth above under the heading, “Compensation Discussion and Analysis.” The most important financial performance measure used to link executive compensation actually paid to performance is:
PAY VERSUS PERFORMANCE
| • | stock price performance. |