Ronald Harold Wilfred Cooper
About Ronald Harold Wilfred Cooper
Ronald Harold Wilfred Cooper, age 62, has served as an independent director and Chairman of the Board at C4 Therapeutics (CCCC) since June 2024. He is currently CEO and director of enGene Holdings, Inc. (since July 2024), previously served as President & CEO of Albireo Pharma (2015–2023), and spent 1985–2014 at Bristol Myers Squibb culminating as President, Europe; he holds a Bachelor’s in Chemistry and Business Administration from St. Francis Xavier University (Canada) . The Board separates the Chair and CEO roles, with Cooper as Chair, to enhance independent oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albireo Pharma, Inc. | President, CEO, Director | Jun 2015–Mar 2023 | Led biopharma focused on cholestatic liver diseases; company acquired by Ipsen S.A. |
| Bristol Myers Squibb | Various roles; President, Europe (most recent) | 1985–2014 | Senior global commercial leadership; extensive pharma experience |
| Genocea Biosciences | Director | Jun 2016–Apr 2021 | Board governance at neoantigen immunotherapy developer |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| enGene Holdings, Inc. | Chief Executive Officer & Director | Jul 2024 | Public biotech; concurrent CEO role outside CCCC |
| Generation Bio Co. | Director | Mar 2021 | Public biotech focused on gene therapies |
Board Governance
- Board Chair since June 2024; Board’s leadership model separates Chair and CEO to strengthen oversight .
- Committee assignments: Chair, Nominating & Corporate Governance Committee (NCGC); members are Nasdaq “independent” .
- Committee cadence: NCGC met seven times in 2024; OLCC (compensation) met six; Audit Committee met eight; Science & Technology Committee met four .
- Attendance and engagement: Full Board met seven times in 2024; each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Corporate Governance Guidelines provide independent directors meet in executive session at least annually .
Fixed Compensation
| 2024 Non-Employee Director Compensation (CCCC) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash (pro-rated; includes Chair and NCGC chair retainers) | $43,299 |
| Option Awards (grant-date fair value) | $302,900 |
| Total | $346,199 |
| Non-Employee Director Compensation Policy (Annual Retainers) | March 2024 | March 2025 |
|---|---|---|
| Board – All non-employee members | $40,000 | $40,000 |
| Additional retainer – Chairman of the Board | $30,000 | $30,000 |
| NCGC – Chair | $8,000 | $10,000 |
| NCGC – Member (non-chair) | $6,000 | $5,000 |
| OLCC – Chair | $10,000 | $12,000 |
| OLCC – Member | $5,000 | $6,000 |
| Audit – Chair | $15,000 | $15,000 |
| Audit – Member | $7,500 | $7,500 |
| Science & Technology – Chair | $10,000 | $12,000 |
| Science & Technology – Member | $5,000 | $6,000 |
- Directors may elect to receive unrestricted common shares in lieu of cash retainers (irrevocable annual election); travel expenses reimbursed .
Performance Compensation
| Equity Component | Detail | 2024/2025 Terms |
|---|---|---|
| Initial Option Grant (upon Board election) | 65,000 options in 2024 for Cooper; vesting: 33% at 1-year anniversary, remainder vests quarterly over next 2 years, subject to service | 71,000 options under current policy (2025); vesting schedule as stated |
| Annual Option Grant (continuing directors; not within first 6 months of tenure) | 32,500 options in 2024; vests fully at earlier of 1-year anniversary or next annual meeting; exercise price at FMV on grant date | 35,500 options in 2025; capped at $650,000 grant-date fair value; same vesting; exercise price at FMV |
| Option Award Fair Value (2024) | Aggregate grant-date fair value for Cooper’s 2024 option awards | $302,900 |
Vesting is time-based; no director performance metrics disclosed for equity awards .
Other Directorships & Interlocks
| Company | Role | Potential Interlock with CCCC |
|---|---|---|
| enGene Holdings, Inc. | CEO & Director | None disclosed; no related-party transactions reported |
| Generation Bio Co. | Director | None disclosed; no related-party transactions reported |
- Related-party transactions: None exceeding $120,000 since Jan 1, 2023 involving directors or immediate families; Audit Committee reviews and approves any related person transactions per policy .
Expertise & Qualifications
- Global pharmaceutical leadership (BMS President, Europe; Albireo CEO), commercialization and lifecycle management experience; current biotech CEO .
- Governance: Chair of Board and Chair of NCGC; experience in board composition, succession, ESG oversight .
- Education: Bachelor’s in Chemistry and Business Administration, St. Francis Xavier University .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Notes |
|---|---|---|---|
| Ronald H.W. Cooper | 21,450 | <1% | All exercisable within 60 days; beneficial count reflects currently exercisable options |
| Options Outstanding (Dec 31, 2024) | 65,000 | — | Director option grants outstanding |
| Shares Outstanding (as of Apr 22, 2025) | 71,007,083 | — | Basis for percentage calculations |
- Hedging and pledging of company stock are expressly prohibited by Insider Trading Policy; short sales and derivative transactions also prohibited .
- Section 16(a) compliance: All directors timely filed required reports in 2024 (single late filing noted for a non-director officer) .
Governance Assessment
- Independence and leadership: Cooper is an independent director and serves as an independent Chair; separation of Chair/CEO enhances oversight .
- Committee effectiveness: Active cadence in 2024 (NCGC: 7 meetings), with stated responsibilities in board composition, ESG oversight, succession, and self-evaluations .
- Attendance: Board met seven times; all directors achieved at least 75% attendance and attended the 2024 annual meeting, supporting engagement .
- Director pay mix and alignment: Significant equity component via options (2024: $43,299 cash vs $302,900 equity), with time-based vesting; directors can take retainers in stock, modest chair adders indicate aligned, standardized structure .
- Shareholder feedback: 2024 Say-on-Pay received 74% support; Board amended the 2020 equity plan to prohibit option repricing without prior shareholder approval, addressing investor concerns .
- Controls and red flags: No related-party transactions involving Cooper disclosed; anti-hedging/pledging mitigates misalignment risk; Audit Committee oversees complaints and related-party reviews .
- Potential considerations: Concurrent CEO role at enGene may pose time-commitment considerations; Board nonetheless determined NCGC independence and maintains separated Chair/CEO structure at CCCC .
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, or attendance; option repricing safeguard added in 2024–2025 following shareholder feedback (positive governance response) .