Paul Cohen, M.D.
AMARIN CORP PLC\UKAbout Paul Cohen, M.D.
Paul Cohen, M.D., is an independent non-executive director of Amarin, first elected in February 2023, age 50, and serves on the Remuneration Committee . He is the Albert Resnick, MD Associate Professor and Head of the Laboratory of Molecular Metabolism at The Rockefeller University (Associate Professor since 2021; Assistant Professor 2015–2021), a practicing cardiologist at Memorial Sloan Kettering since 2016, and sits on scientific advisory boards of Somite Therapeutics, Canary Cure Therapeutics, Moonwalk Biosciences, and Hoxton Farms . Dr. Cohen holds an undergraduate degree from Harvard College, completed his MD-PhD at Weill Cornell/Rockefeller via the Tri-Institutional program (PhD research at Rockefeller on leptin), followed by residency at Columbia University Medical Center, cardiology fellowship at Brigham and Women’s Hospital, and postdoctoral training at Dana-Farber Cancer Institute .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Rockefeller University | Assistant Professor; then Associate Professor; Head, Laboratory of Molecular Metabolism | Assistant Professor 2015–2021; Associate Professor since 2021 | Leads metabolic research; scientific expertise relevant to pharma R&D |
| Dana-Farber Cancer Institute | Postdoctoral Research Training | Postdoc period after fellowship (date not specified) | Research on transcriptional determinants of adipocyte identity |
| Brigham and Women’s Hospital | Cardiology Fellowship | Post-residency (date not specified) | Clinical cardiology training |
| Columbia University Medical Center | Internal Medicine Residency | Post-MD (date not specified) | Clinical foundation for cardiology |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Memorial Sloan Kettering Cancer Center | Practicing Cardiologist | Since 2016 | Ongoing clinical practice |
| Somite Therapeutics | Scientific Advisory Board Member | Not disclosed | External advisory role |
| Canary Cure Therapeutics | Scientific Advisory Board Member | Not disclosed | External advisory role |
| Moonwalk Biosciences | Scientific Advisory Board Member | Not disclosed | External advisory role |
| Hoxton Farms | Scientific Advisory Board Member | Not disclosed | External advisory role |
Board Governance
- Independence: The Board affirmed all directors other than the CEO are independent; Dr. Cohen is independent .
- Committee memberships: Remuneration Committee member (Chair: Diane Sullivan; members: Bonfiglio, Cohen, Horn); the committee met eight times in 2024 .
- Board attendance: The Board met ten times in 2024; each director attended at least 75% of aggregate Board and committee meetings for which they were a member .
- Board leadership: Independent Chairman (Dr. Odysseas Kostas); independent directors hold sessions at every Board meeting .
- Compensation committee interlocks: None during 2024; no insider participation .
Fixed Compensation
| Component | Policy Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer – non-employee directors | 62,500 | Paid quarterly; choice of cash or ordinary shares |
| Annual Board Retainer – Non-Executive Chairman | 95,000 | Additional to director retainer |
| Committee Chair Retainers – Audit/Remuneration/Nominating | 25,000 / 20,000 / 11,000 | Paid in addition to Board retainer |
| Committee Member Retainers – Audit/Remuneration/Nominating | 12,000 / 10,000 / 5,000 | Paid in addition to Board retainer |
| Director (2024) | Fees Earned or Paid in Cash ($) | Total Director Compensation ($) |
|---|---|---|
| Paul Cohen | 51,790 | 226,790 |
Performance Compensation
- Annual equity grants for non-employee directors (including Cohen) in 2024: $175,000 grant date fair value with 75% stock options and 25% RSUs; options vest annually over three years; RSUs vest annually over three years; full acceleration upon change of control .
- Cohen’s 2024 grant values: Stock awards $43,750; option awards $131,250; total equity $175,000 .
- Meeting fees are not used; equity grants revised in 2023–2024 to favor options and reduce grant sizes (alignment with 50th percentile peer benchmarks) .
| Director (2024) | Stock Awards ($) | Option Awards ($) | Mix & Vesting | Change-of-Control Treatment |
|---|---|---|---|---|
| Paul Cohen | 43,750 | 131,250 | 75% options / 25% RSUs; options vest over 3 years; RSUs vest over 3 years | All director equity fully vests upon CoC |
No director-specific pay-for-performance metrics apply to Cohen’s compensation; director equity is time-based with standard governance protections .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Cohen |
| Private/non-profit/academic boards | Scientific Advisory Boards: Somite Therapeutics, Canary Cure Therapeutics, Moonwalk Biosciences, Hoxton Farms; academic leadership at Rockefeller |
| Committee interlocks | None in 2024; no insider participation |
| Potential interlocks with AMRN ecosystem | None disclosed; no related-party transactions in 2024 involving directors |
Expertise & Qualifications
- Scientific and clinical expertise: Metabolism research leader; cardiologist with oncology center practice; deep MD-PhD training; advanced fellowships/postdoc in leading institutions .
- Board-relevant strengths: R&D and medical expertise aligned to Amarin’s cardiovascular focus; independent perspective on pipeline and medical goals considered in Remuneration Committee work .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown |
|---|---|---|---|
| Paul Cohen, M.D. | 433,838 | <1% | Includes 417,075 options exercisable within 60 days and 16,763 RSUs vesting within 60 days |
- Director ownership guidelines: 3× annual cash retainer; directors elected in 2023 have until 2028 to reach guideline; unexercised options and unvested RSUs do not count toward compliance .
- Anti-hedging/anti-pledging: Hedging and pledging prohibited without Audit Committee approval; exceptions evaluated case-by-case; company insider trading policy restricts such transactions .
Governance Assessment
- Alignment and independence: Cohen is an independent director with strong scientific credentials; participates on a fully independent Remuneration Committee that met eight times in 2024, supporting robust oversight of pay and incentives .
- Engagement: Board met ten times in 2024; minimum 75% attendance achieved by all directors, indicating baseline engagement; independent director sessions occur at every meeting, strengthening oversight .
- Compensation structure signals: Non-employee director equity tilted 75% to options and 25% to RSUs with reduced grant sizes year-over-year, enhancing alignment with shareholder value and reducing guaranteed pay; Cohen’s 2024 total director pay was $226,790, with equity at $175,000 grant value .
- Ownership alignment: Cohen’s beneficial ownership includes primarily options nearing or within exercisable windows and limited RSU vesting; directors must meet stock ownership guidelines by 2028, with policy mechanisms to encourage accumulation .
- Conflicts and related-party exposure: No related-party transactions involving directors since January 1, 2024; insider trading policy restricts hedging/pledging; compensation committee interlocks absent—overall low conflict risk .
- Board effectiveness context: Independent Chairman, regular executive sessions, and use of independent compensation consultants (Aon, Pearl Meyer) support governance quality and responsiveness to shareholder feedback (e.g., say-on-pay supported by ~79.5% in 2024) .
RED FLAGS
- None disclosed specific to Cohen: no attendance issues (met minimum), no related-party transactions, no pledging/hedging disclosed; change-of-control full vesting for director equity is standard but should be monitored for potential misalignment in contested situations .