Aaron Fletcher
About Aaron Fletcher
Aaron Fletcher, Ph.D. (age 45) has served on Cognition Therapeutics’ board since July 2015 and is currently an independent director and Chair of the Compensation Committee. He founded Bios Partners, LP (biotech VC) in 2014 and Bios Research, LLC (healthcare equity research) in 2012, and holds a BS in Biology from York College and a Ph.D. in Biochemistry from Colorado State University . Tenure on the CGTX board: ~10 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bios Partners, LP | Founder & Managing Partner | Since 2014 | Leads biotech VC investments; alignment with CGTX via significant shareholding |
| Bios Research, LLC | Founder | Since 2012 | Provides healthcare public equity research to institutional investors |
| Actuate Therapeutics, Inc. (NASD: ACTU) | Director; Chairman of the Board | Since Jan 2015 | Governance leadership; therapeutic development oversight |
| AbiliTech Medical, Inc. | Director | Since Nov 2016 | Early-stage medtech governance |
| Cue Biopharma (NYSE: CUE) | Director | 2019–2023 | Public company board experience |
| TFF Pharmaceuticals (NASDAQ: TFFP) | Director; Chairman of the Board | 2018–2023 | Oversight in drug delivery; board leadership |
| Dallas Baptist University | Professor (Biochemistry, Bioethics, Cell Biology) | Since 2008 | Academic perspective; technical expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Actuate Therapeutics, Inc. (NASD: ACTU) | Chairman & Director | Since 2015 | Private company |
| AbiliTech Medical, Inc. | Director | Since 2016 | Private company |
| Academic (Dallas Baptist University) | Professor | Since 2008 | Biochemistry, bioethics, cell biology |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent under Nasdaq rules; one of five independent directors |
| Committee Assignments | Compensation Committee (Chair) |
| Other Committees | Not on Audit or Nominating & Corporate Governance |
| 2024 Board Meetings | 11 held; each director attended ≥75% of Board meetings |
| 2024 Committee Meetings | Compensation Committee met 3 times; each director attended all meetings of committees on which they served (100% committee attendance) |
| Independent Chair | Board has Independent Chairman (Jack A. Khattar) |
| Executive Sessions | Independent directors meet in regular executive sessions |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 48,750 | 16,575 | 13,064 | 78,389 |
Non‑Employee Director Compensation Policy (as amended Feb 14, 2024; awards made June 7, 2024):
| Element | Amount / Terms |
|---|---|
| Annual Cash Retainer | $40,000 |
| Committee Chair – Compensation | $10,000 |
| Committee Member – Compensation | $7,500 |
| Annual Equity Grant | 8,500 options + 8,500 RSUs to each non‑employee director |
| Vesting for 2024 Grants | Both option and RSU awards vest at the first to occur of June 7, 2025 or the date of the 2025 annual meeting |
Performance Compensation
| Metric | Use in Director Compensation | Notes |
|---|---|---|
| Financial/TSR/ESG metrics | None disclosed for directors | Director equity awards are time‑based (options/RSUs) with annual vesting; no performance‑conditioned metrics indicated |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Tenure |
|---|---|---|---|
| Cue Biopharma | NYSE: CUE | Director | 2019–2023 |
| TFF Pharmaceuticals | NASDAQ: TFFP | Director; Chairman | 2018–2023 |
| Actuate Therapeutics | NASD: ACTU | Director; Chairman | Since 2015 |
| AbiliTech Medical | Private | Director | Since 2016 |
No disclosed shared directorships with CGTX competitors/suppliers/customers beyond investment affiliations noted below (see Related‑Party section) .
Expertise & Qualifications
- Extensive venture capital leadership and healthcare equity research background; multiple public and private board roles .
- Scientific training (Ph.D. Biochemistry) and academic teaching since 2008 enhances technical oversight of R&D‑stage biotech .
- Compensation governance experience as Chair of CGTX Compensation Committee .
Equity Ownership
| Component | Shares/Units | Percent of Outstanding | Notes |
|---|---|---|---|
| Direct common shares | 6,000 | — | |
| Options exercisable within 60 days | 46,021 | — | Director option holdings |
| RSUs vesting within 60 days | 8,500 | — | 2024 annual RSUs |
| Indirect beneficial ownership via Bios entities | 6,006,000 | — | Affiliated funds (Bios Equity I/II/III entities; BIOS Memory I) |
| Total beneficial ownership | 6,060,521 | 9.77% | Based on 61,974,755 shares outstanding as of Apr 21, 2025 |
| Hedging/Pledging | Prohibited by Insider Trading Policy | Company policy bans pledging, hedging, derivatives, margin accounts |
Related‑Party Exposure and Potential Conflicts
- BIOS Memory SPV I, LP and affiliates purchased 500,095 CGTX shares via the ATM program in 2023 at market prices; Board approved under the Related Party Transaction Policy . Fletcher is Managing Partner of Bios Partners and controls Bios Advisors GP, which may be deemed to have shared voting/dispositive power over affiliated holdings .
- Audit Committee oversees related‑party transaction approvals; policy requires review and approval for any transaction where a related party has material interest .
Governance Assessment
- Strengths: Independent status; strong attendance (100% committee, ≥75% board); formal Compensation Committee charter; use of independent compensation consultant (Arnosti) with stated no conflicts; adoption of clawback compliant with Nasdaq rules; anti‑hedging/pledging policy .
- Alignment: Significant skin‑in‑the‑game via 9.77% beneficial ownership through Bios‑affiliated funds plus personal holdings/options/RSUs .
- Potential Red Flags: Related‑party exposure due to Bios‑affiliated holdings and ATM purchases; Fletcher chairs Compensation Committee while being a major beneficial owner—heightened need for robust related‑party oversight and clear recusals where applicable . No evidence of hedging/pledging allowed under policy, which mitigates alignment risk .
- Compensation Mix: Director pay is modest and standard for small‑cap biotech; shift to larger annual grants (8,500 options + 8,500 RSUs) effective 2024; awards are time‑based with no performance conditions disclosed—neutral for director incentives but less performance linkage versus PSU structures .
Overall, Fletcher brings deep biotech investing and scientific expertise and is an engaged independent director. His substantial affiliated ownership is a strong alignment signal but requires vigilant management of related‑party sensitivities; current policies and committee structures (Audit oversight of related parties; anti‑hedging/pledging; clawback) partially mitigate these risks .