John Cochran
About John S. Cochran
John S. Cochran, age 59, is Vice Chair of the Board at Aquestive Therapeutics and has served as a director since January 2004 . He is a partner at Bratton Capital Management L.P. (since October 1998) and partner/Chief Operating Officer at Crestline Investors; previously he spent 10 years at KPMG focused on audit and M&A due diligence. He holds a B.A. in Accounting from Texas Christian University and is a licensed CPA .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Bratton Capital Management L.P. | Partner; responsible for private equity investments | Since Oct 1998 | Finance/investment oversight |
| Crestline Investors | Partner and Chief Operating Officer | Not disclosed (current) | Institutional alternative investment management |
| KPMG | Audit and M&A due diligence | 10 years | Audit and transaction diligence experience |
External Roles
| Organization | Role | Tenure | Public company boards |
|---|---|---|---|
| Crestline Investors | Partner and COO | Not disclosed | None disclosed in proxy |
| Bratton Capital Management L.P. | Partner | Since Oct 1998 | None disclosed in proxy |
Board Governance
- Board leadership: Gregory B. Brown, M.D. serves as independent Chair; Cochran serves as Vice Chair .
- Independence: The Board determined each director other than the CEO is independent under Nasdaq/SEC standards; committee members meet heightened independence requirements .
- Attendance: The Board held 7 meetings in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting except Dr. Taglietti (excused) .
- Executive sessions: Independent directors meet in executive sessions without management, periodically and as appropriate .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 4 | Oversees governance, independence determinations, succession, sustainability |
| Compensation | Chair (effective Nov 4, 2024) | 5 | Oversees executive/Director pay; uses independent consultant Aon; assumed Chair after Costa’s retirement |
| Audit | Not a member | 8 | Financial reporting/risk oversight; audit committee financial experts are Dr. Brown and Mr. Morris |
| Science & Technology | Not a member | 4 | Oversight of development programs |
Fixed Compensation
| Component (FY2024) | Amount (USD) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $76,508 | Cash retainers paid quarterly; pro-rated if partial service periods |
| Option Awards (grant-date fair value) | $76,931 | Annual grant of 38,000 stock options on June 20, 2024; fair value $2.50/share (Black-Scholes) |
| All Other Compensation | $3,170 | Reimbursable travel expenses |
| Total | $156,609 | Sum of above |
Director cash retainer schedule (program design):
| Role | Annual Service Retainer | Chair Additional Retainer |
|---|---|---|
| Board of Directors | $50,000 | $50,000 |
| Audit Committee | $10,000 | $20,000 |
| Compensation Committee | $8,750 | $17,500 |
| Nominating & Corporate Governance Committee | $5,000 | $10,000 |
| Science & Technology Committee | $8,750 | $17,500 |
Performance Compensation
| Equity Award | Grant Date | Shares | Fair Value per Share | Vesting | Notes |
|---|---|---|---|---|---|
| Annual Director Stock Options | June 20, 2024 | 38,000 | $2.50 | Vest 1 year from grant | Annual grant to all non-employee directors |
| Outstanding Stock Options (as of Dec 31, 2024) | — | 162,050 | — | Various | Aggregate outstanding options count |
Other Directorships & Interlocks
- Significant shareholder linkage: Douglas K. Bratton beneficially owns 10.15% of common stock via MonoLine entities; Bratton Capital Management L.P. is the general partner/manager of these entities . Cochran is a partner at Bratton Capital Management L.P., implying an affiliation with the 5% holder’s control structure .
- Registration rights: The Company granted registration rights to certain parties including John S. Cochran and Bratton-affiliated entities (MRX Partners LLC; MonoLine Rx entities; Douglas K. Bratton) for resale in subsequent offerings, subject to reduction/allocation provisions .
Expertise & Qualifications
- Finance and operations expertise across private equity and alternative asset management; COO responsibilities at Crestline .
- Audit and M&A due diligence background from 10 years at KPMG .
- Credentials: B.A. in Accounting, Texas Christian University; licensed CPA .
Equity Ownership
| Holder | Beneficially Owned Shares | Ownership % | Rights to Acquire Within 60 Days | Pledging |
|---|---|---|---|---|
| John S. Cochran | 223,536 | <1% | 124,050 | None of the shares are pledged; Company prohibits hedging/short sales and pledging/margin accounts |
Governance Assessment
- Strengths: Long-tenured director with deep finance, audit, and governance experience; independent status affirmed under Nasdaq/SEC standards; chairs key governance (Nominating) and compensation oversight committees; attendance meets expectations; equity-heavy compensation aligns with shareholder value through option grants .
- Potential conflicts/monitoring points: Affiliation with Bratton Capital Management L.P., which controls MonoLine entities holding a material stake, and shared registration rights with those entities could create perceived influence or interlocks; the Board’s independence review found no relationships impacting independence, but investors may monitor decisions involving capital markets, equity issuance, or related transactions for impartiality .
- Risk controls: Explicit prohibition on hedging/pledging and short sales; robust related-party transaction policy with Audit Committee oversight; use of independent compensation consultant (Aon) for executive pay supports process integrity .
RED FLAGS to watch: Affiliation with a 10%+ beneficial owner and shared registration rights may raise alignment/entrenchment concerns if governance processes are not transparent; no issues disclosed to date by the Company’s independence review .
