Robert D. Cook II
ASSEMBLY BIOSCIENCESAbout Robert D. Cook II
Robert D. Cook II (age 66) joined Assembly Biosciences’ Board in March 2024 as a Gilead Sciences designee. He is Vice President, Risk Governance and Audit at Gilead (since March 2012) and previously held senior internal audit and risk roles at Yahoo (2006–2012) and Chiron (2005–2006), and was a Partner at KPMG (2003–2005). He holds an MBA from USC and a BS in Accounting from Indiana University; CPA (inactive). He is not independent under Nasdaq rules due to his Gilead affiliation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gilead Sciences, Inc. | VP, Risk Governance & Audit | Mar 2012–present | Enterprise risk governance; internal audit leadership |
| Yahoo Inc. | VP, Internal Audit & Risk Management | Oct 2006–Mar 2012 | Built risk and audit programs |
| Chiron Corporation | VP, Internal Audit | 2005–2006 | Internal controls oversight |
| KPMG LLP | Partner | 2003–2005 | Audit and advisory leadership |
| KPMG Consulting | Director | 1994–1997 | Consulting leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships; Board matrix shows “Other Public Boards: 0” for Cook . |
Board Governance
- Independence: Not independent (Gilead designee under the Investor Rights Agreement) .
- Committee assignments: Not listed on Audit, Compensation, Nominating & Governance, or Science & Technology committees in 2024; all directors met ≥75% attendance at Board/committee meetings in 2024 .
- Board structure: Independent Chair (William R. Ringo Jr.); six of ten nominees independent; independent committees; regular executive sessions of independent directors .
- Director election support (2025 AGM): For Cook—Votes For: 3,722,856; Against: 52,351; Abstain: 3,102; Broker non-votes: 977,973 .
- Say‑on‑Pay: 99% approval in 2024; 2025 vote For: 2,975,064; Against: 784,522; Abstain: 18,723; Broker non‑votes: 977,973 .
Fixed Compensation (Director)
| Component | 2024 | Notes |
|---|---|---|
| Annual cash retainer | $0 | Gilead designees (Cihlar, Cook) do not receive Board compensation . |
| Committee fees | $0 | Not compensated. |
| Equity grants (options/RSUs) | $0 | Gilead designees do not receive director equity grants . |
Performance Compensation (Director)
| Metric Type | Status | Detail |
|---|---|---|
| Performance equity (PSUs/RSUs) | None disclosed for directors; non‑Gilead directors receive time‑vested options; no PSU metrics for directors . | |
| Director equity vesting | N/A for Cook | Non‑Gilead directors: annual options vest in full by next AGM or 1‑year anniversary . |
Other Directorships & Interlocks
- Other public boards: None (matrix shows 0 for Cook) .
- Interlocks/Related party: Designated director under Investor Rights Agreement with Gilead; Gilead holds ~28.9% of ASMB and has rights to designate two directors (Cihlar, Cook). Agreements include Option/License/Collaboration and Stock Purchase/Investor Rights; Audit Committee reviews related person transactions .
Expertise & Qualifications
- Risk management, internal audit, process and controls expertise across large-cap tech and biopharma (Gilead, Yahoo, Chiron; KPMG partner background) .
- Education: MBA (USC), BS Accounting (Indiana University); CPA (inactive) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Robert D. Cook II | — | <1% | No reported beneficial ownership; Gilead designees do not receive ASMB director options . |
| Gilead Sciences, Inc. | 2,209,471 | 28.9% | Major shareholder; board designation rights and collaboration/equity agreements . |
Policies impacting alignment:
- Stock ownership guidelines: Not adopted (Compensation Committee reviews annually; biotech volatility cited) .
- Insider trading policy: Prohibits short sales, public options/derivatives, hedging/monetization (e.g., equity swaps, collars), margin and pledging of company stock .
Governance Assessment
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Strengths
- Deep risk governance and audit expertise; useful for oversight of cybersecurity, controls, and compliance .
- Independent Chair; strong committee independence; Audit Committee reviews related-party transactions .
- High shareholder support for director election and say‑on‑pay; robust disclosure on equity plan governance (minimum vesting, no repricing without shareholder approval) .
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Risks / RED FLAGS
- Affiliation conflict: As a current Gilead executive and Gilead‑designated director, Cook is not independent while Gilead holds ~28.9% and has extensive commercial and equity arrangements with ASMB (potential influence over strategy/transactions) .
- Ownership alignment: Cook reports no ASMB share ownership; Gilead designees receive no ASMB director equity—reduces “skin‑in‑the‑game” alignment at the individual director level .
- Committee influence: Not seated on key Board committees (Audit/Comp/NomGov/ST) per 2024 roster, limiting formal committee‑level oversight contributions .
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Mitigants
- Audit Committee oversight over related‑party transactions; independent committee structure and executive sessions provide checks on conflicted matters .
- Strong shareholder oversight (majority vote standard; resignation policy upon receiving more “against” than “for” votes in uncontested elections) .
Appendix: Key Votes and Compensation References
- 2025 AGM director election (Cook): For 3,722,856; Against 52,351; Abstain 3,102; Broker non‑votes 977,973 .
- 2025 Say‑on‑Pay: For 2,975,064; Against 784,522; Abstain 18,723; Broker non‑votes 977,973 ; 2024 Say‑on‑Pay support ≈99% .
- Director compensation framework (non‑Gilead): Annual cash (Board $40k; Chair $80k; committee chairs/members incremental), annual options; Gilead designees receive none .
- Insider trading and ownership guidelines: Hedging/pledging prohibited; no stock ownership guidelines adopted (review annually) .
- Related party and Gilead agreements overview: Collaboration (opt‑in rights, payments, milestones, royalties), equity rights and board designation; Audit Committee charter covers related‑party review .