Lauren D’Angelo
About Lauren D’Angelo
Lauren D’Angelo is 46 and serves as Chief Operating Officer (COO) since 2023; she joined Alpha Cognition as Chief Commercial Officer (CCO) on May 4, 2021 and was promoted to COO as of September 28, 2023 . She has 20+ years of CNS and specialty commercial leadership, previously VP, Marketing & Commercial Strategy at Urovant Sciences (Oct 2017–May 2021), and holds a B.S. in MIS (Florida State University) and an MBA (University of Florida) . Notable recognitions include 2023 PharmaVoice Top 100 Industry Leader, MM+M 2022 Woman of Distinction, MM+M 2017 Woman to Watch, and Pharmaceutical Executive’s 2020 Emerging Pharma Leader . Company milestones during her tenure include FDA approval of ZUNVEYL (ALPHA-1062) on July 29, 2024, enabling U.S. commercialization in mild-to-moderate Alzheimer’s disease . Specific TSR, revenue growth, and EBITDA growth targets tied to her pay were not disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Urovant Sciences, Inc. | VP, Marketing & Commercial Strategy | Oct 2017 – May 2021 | Led marketing and commercial strategy; CNS commercialization experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $359,712 | $410,099 | $420,000 |
| Target Bonus (% of Base) | 50% (contract term) | 50% (contract term) | 50% (contract term) |
| Actual Cash Bonus ($) | $195,350 | $89,928 | $209,151 |
| Healthcare/Other ($) | $25,551 | $30,186 | $31,186 |
2025 adjustments approved by the Compensation Committee:
- Base salary increased to $500,000 (effective Feb 18, 2025) .
- 2025 target cash bonus set at $300,000 .
| 2025 Compensation Targets | Value |
|---|---|
| Base Salary ($) | $500,000 |
| Target Bonus ($) | $300,000 |
| Option Compensation ($ FV) | $1,500,000 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Criteria set by CEO, approved by Board | Not disclosed | 50% of base | $209,151 (2024) | Annual; not disclosed beyond cash timing |
| Bonus Rights (Cash-Settled) | FMV of share – $39.50, × vested rights | Not applicable | Up to 42,258 rights (granted May 2022) | 29,505 rights earned as of Mar 31, 2025 ; carrying value $31,177 (Mar 31, 2025), $52,893 (Jun 30, 2025), $44,729 (Sep 30, 2025) | Vests over time per plan; accounted in other liabilities |
| Stock Options (2023 grants) | Time-based | Not disclosed | 158,000 options (Jun 8, 2023) | Option awards FV $684,184 (2023) | 12.5% vest at grant (Jun 8, 2023), remainder monthly until Jan 30, 2026 |
| Option Regrants (Jan 2023) | Time-based | Not disclosed | 24,000 + 6,000 regranted at $7.00 | Included in 2023 option awards | Equal monthly installments until Jul 31, 2024; expiries unchanged |
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Jan 18, 2023 (ISO) | 19,999 | 4,000 | $5.25 | Jan 18, 2033 |
| Feb 14, 2023 (ISO) | 3,750 | 2,250 | $5.25 | Feb 14, 2033 |
| Jun 8, 2023 (NQSO) | 41,236 | 55,374 | $4.25 | Jun 8, 2033 |
| Jun 8, 2023 (ISO) | 26,037 | 35,353 | $4.25 | Jun 8, 2033 |
Notes:
- 2023 option awards include cancellations and reissues at lower strikes (repricing/modification) with new vesting terms; expiries unchanged . The 2025 Stock & Incentive Plan prohibits repricing without shareholder approval going forward .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 318,250 (includes shares underlying vested options exercisable within 60 days) |
| % of Common Shares | 1.9% |
| % of Total Voting Stock | 1.8% |
| Vested vs Unvested | 318,250 vested options; 299,779 unvested options excluded from beneficial ownership |
| Pledging/Hedging | Company policy prohibits hedging/monetization transactions (e.g., collars, exchange funds) for directors/officers; no pledging by Ms. D’Angelo is disclosed in the proxy . |
| Ownership Guidelines | No explicit officer stock ownership guidelines disclosed . |
| Lock-up | Identified as a lock-up party in the Sept 2025 offering Underwriting Agreement; subject to lock-up terms during offering period . |
Employment Terms
| Term | Provision |
|---|---|
| Role & Start | CCO effective May 4, 2021; promoted to COO Sept 28, 2023 |
| Base Salary | Initially $420,000; increased to $500,000 on Feb 18, 2025 |
| Target Bonus | 50% of base salary; 2025 target bonus set at $300,000 |
| Equity Eligibility | Eligible for options under Company plans |
| Termination | Agreement may be terminated by either party at any time, with/without advance notice |
| Change-of-Control (COC) | Cash payment equal to annual base salary; full bonus payable in cash immediately (irrespective of targets); continuation of healthcare benefits for 12 months |
| Clawback | Executive Incentive Compensation Recovery Policy effective Nov 12, 2024, mandatory recovery of erroneously awarded incentive compensation upon accounting restatement (3-year lookback) per SEC/Nasdaq rules |
| Insider Trading | Trading policy with blackout periods; approvals required for certain officers/directors |
Compensation Structure Analysis
- Shift toward equity in 2023: Option awards peaked at $684,184 in 2023, with significant time-based grants and regrants at reduced strikes; 2024 emphasized cash bonus ($209,151) amid commercialization ramp .
- Repricing/modification: 2023 cancellations and reissuance of options at lower exercise prices with new vesting terms are a governance flag; the 2025 plan now restricts future repricing without shareholder approval .
- At-risk pay: Bonus tied to CEO/Board-set criteria (not formulaically disclosed); presence of cash-settled bonus rights linked to stock price above $39.50 adds performance sensitivity but has carried modest liabilities as of 2025 dates .
Performance & Track Record
- Commercial execution: Company received FDA approval for ZUNVEYL on July 29, 2024, enabling commercialization; Ms. D’Angelo leads commercial and operations functions supporting launch .
- CFO transition: Prior CFO resigned Oct 1, 2024; interim CFO appointed Oct 21, 2024; operational continuity maintained but executive turnover is a general execution risk consideration .
Equity Ownership & Vesting Schedules (Detail)
| Date | Earned Bonus Rights (#) | Carrying Value ($) |
|---|---|---|
| Dec 31, 2024 | 29,505 | $28,196 |
| Mar 31, 2025 | 29,505 | $31,177 |
| Jun 30, 2025 | 29,505 | $52,893 |
| Sep 30, 2025 | 29,505 | $44,729 |
Option vesting highlights:
- Jun 8, 2023 grants: 12.5% immediate vest, remaining 87.5% vest monthly to Jan 30, 2026 .
- Jan 2023 regrants: monthly vest to Jul 31, 2024; expirations unchanged .
Board Governance and Compensation Committee (Context)
- Compensation Committee: Phillip Mertz (Chair), Rajeev “Rob” Bakshi; both independent under Nasdaq rules .
- New 2025 Stock & Incentive Plan: Fixed 2,000,000 share pool; prohibits repricing; awards subject to clawback; non-evergreen design .
Investment Implications
- Pay-for-performance alignment: Cash-settled bonus rights linked to share price and substantial time-based option grants create market-linked upside, but lack of disclosed operational KPIs for annual bonus reduces transparency on incentive quality .
- Selling pressure: Inclusion in the Sept 2025 lock-up reduces near-term selling risk; outstanding unvested options through Jan 2026 point to continued retention incentives .
- Governance flags: 2023 option regranting at lower strikes is a red flag; mitigated by the 2025 plan’s ban on repricing without shareholder approval and adoption of a compliant clawback policy .
- Ownership alignment: 1.8% total voting power via vested options and 1.9% of common shares provides meaningful alignment, with no pledging disclosed and hedging prohibited, supporting shareholder alignment .