Anthony Caggiano
About Anthony Caggiano
Anthony Caggiano, M.D., Ph.D., is Chief Medical Officer and Head of R&D at Cognition Therapeutics (CGTX). He has served in this role since November 2021, and previously served as CGTX’s Chief Medical Officer from April 2019 to January 2021. He holds a B.A. from the University of Virginia and earned both his Ph.D. in Neuroscience and M.D. from the University of Chicago. Age: 55. The proxy does not disclose TSR, revenue growth, or EBITDA growth attribution to Dr. Caggiano.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cognition Therapeutics | Chief Medical Officer | Apr 2019 – Jan 2021 | Not disclosed |
| Neurotrauma Sciences | Chief Medical Officer, Head of R&D | Jan 2021 – Oct 2021 | Not disclosed |
| Aeromics | Interim Chief Medical Officer | 2018 – 2019 | Not disclosed |
| Acorda Therapeutics | Various roles, most recently SVP | Sep 2001 – Dec 2017 | Not disclosed |
External Roles
No public company board service or external directorships are mentioned in his biography in the proxy.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $446,250 | $486,000 |
| Target Bonus (% of Salary) | 40% | 40% | 40% |
| Actual Annual Cash Incentive ($) | $136,000 | $151,725 | $172,072 |
| 401(k) Company Match ($) | $18,300 | $18,300 | $18,300 |
Performance Compensation
Annual Incentive Plan Outcomes
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Corporate/Individual Objectives Categories | Financial, R&D, pipeline, positioning/awareness | Financial, R&D, pipeline, positioning/awareness | Financial, R&D, pipeline, positioning/awareness |
| Target Bonus (% of Salary) | 40% | 40% | 40% |
| Achievement vs Target (%) | 80% | 85% | 88% |
| Payout ($) | $136,000 | $151,725 | $172,072 |
| Weightings | Not disclosed | ||
| Vesting (Cash) | N/A (cash paid following year) |
Equity Awards Granted (Grant-date fair value basis)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards (RSUs) – Fair Value ($) | — | $200,141 | $376,200 |
| Option Awards – Fair Value ($) | $57,784 | $155,708 | $93,694 |
PSUs Granted and Vesting Triggers
| Grant Date | Units Granted | Performance Metric | Vesting Schedule |
|---|---|---|---|
| Feb 15, 2024 | 130,000 | Clinical milestones (specific milestones not disclosed) | Vests in two equal installments upon the one-year anniversary of each milestone achievement |
Key Outstanding Awards and Vesting Schedules (as of Dec 31, 2024)
| Award Type | Quantity | Exercise Price | Expiration | Vesting Schedule |
|---|---|---|---|---|
| Stock Option | 124,625 (exercisable) / 37,051 (unexercisable) | $12.10 | Oct 31, 2031 | 25% vested Nov 8, 2022; remaining 75% in 36 equal monthly installments |
| Stock Option | 17,187 (exercisable) / 7,813 (unexercisable) | $3.05 | Mar 23, 2032 | 25% vested Mar 23, 2023; remaining 75% in 36 equal monthly installments |
| Stock Option | 57,674 (exercisable) / 36,732 (unexercisable) | $2.12 | Feb 3, 2033 | 33.3% vests Feb 3, 2024; remaining 66.7% in 24 equal monthly installments |
| Stock Option | 60,000 (unexercisable) | $1.98 | Feb 15, 2034 | 25% vested Feb 15, 2025; remaining 75% in 8 equal monthly installments |
| RSU | 62,938 (unvested) | N/A | N/A | 33.3% vests Feb 3, 2024; remaining in equal annual installments on Feb 3, 2025 and Feb 3, 2026 |
| RSU | 65,000 (unvested) | N/A | N/A | Fully vests on Jul 29, 2025 (one-year anniversary of performance achievement date) |
| RSU | 65,000 (unvested) | N/A | N/A | Fully vests on Dec 18, 2025 (one-year anniversary of performance achievement date) |
| RSU | 65,000 (unvested) | N/A | N/A | 33.3% vests Feb 3, 2024; remaining in equal annual installments on Feb 3, 2025 and Feb 3, 2026 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 305,126 shares; less than 1% of outstanding shares |
| Direct Shares Owned | 47,085 shares |
| Options Exercisable within 60 Days (as of Apr 21, 2025) | 258,041 shares |
| Shares Pledged as Collateral | Prohibited by Insider Trading Policy |
| Hedging/Derivatives | Prohibited (no collars, forwards, etc.) |
| Margin Accounts | Prohibited |
| Rule 10b5-1 Plans | Permitted subject to policy; amendments/terminations must comply with policy |
| Stock Ownership Guidelines | Compensation Committee monitors compliance; specific executive guidelines not disclosed |
Employment Terms
| Provision | Terms |
|---|---|
| Employment Start (current role) | Chief Medical Officer & Head of R&D since Nov 2021 |
| Base Salary & Target Bonus | Base: $486,000 (FY 2024); Target Bonus: 40% of base |
| Agreement Type | At-will |
| Severance (No Cause / Good Reason) | Accrued/unpaid salary and prior-year bonus; salary continuation for 9 months; company-paid COBRA for up to 9 months; subject to release |
| Change-in-Control (CIC) | If termination occurs within 3 months prior to or 12 months post-CIC: salary/COBRA continuation extended to 12 months; lump sum equal to target annual bonus; all time-based equity awards vest upon later of termination or CIC (double-trigger) |
| Non-Compete / Non-Solicit | Restrictive Covenant Agreement; customary non-compete and non-solicit during employment and for one year post-termination; confidentiality/IP provisions; severance conditioned on compliance |
| Clawback | Compensation Recovery Policy adopted Nov 12, 2023, compliant with Nasdaq; recovery of incentive-based comp upon required restatement (3-year lookback); no recoveries required as of Dec 31, 2024 |
| Insider Trading Policy | Prohibits pledging, hedging, short sales, margin accounts, and trading while in possession of MNPI |
| 10b5-1 Plans | Allowed under policy; trades executed per plan parameters |
Performance & Track Record
- Company clinical highlights in 2024–2025 include strong Phase 2 results in DLB (up to 91% slowing vs placebo at 6 months), preservation of cognition in Alzheimer’s patients with lower p‑tau217, and a positive masked futility analysis in dry AMD; MAGNIFY Phase 2 concluded early to prioritize Alzheimer’s and DLB without safety concerns, extending cash runway; multiple publications and conference presentations were delivered. These are corporate outcomes during his tenure as CMO/Head of R&D; individual attribution is not specified.
Risk Indicators & Red Flags
- Late Form 4 filings: one late Form 4 for Dr. Caggiano (and CEO) due to administrative oversight tied to shares withheld for tax upon RSU vesting on Feb 3, 2024; subsequently filed on Feb 9, 2024.
- Hedging/pledging prohibited, reducing misalignment risk.
- Clawback policy in place; no restatements requiring recovery.
Compensation Committee Analysis
- Compensation Committee members: Aaron Fletcher, Ph.D. (Chair), Jack A. Khattar, and Brett P. Monia, Ph.D.; all independent. Consultant: Arnosti Consulting, Inc., advising on executive compensation; no conflicts disclosed.
- Committee monitors compliance with any stock ownership guidelines and administers compensation recovery policy.
Investment Implications
- Pay-for-performance alignment: Annual cash incentives are explicitly tied to corporate and individual objectives and paid at 80% (2022), 85% (2023), and 88% (2024) of targets, indicating measured payouts vs achievements; equity awards include PSUs that vest only upon clinical milestones, aligning with value-creation inflection points.
- Retention and CIC economics: Double-trigger protection (12-month cash/COBRA plus target bonus and full time-based equity vesting on CIC-related termination) reduces departure risk through key clinical phases; 1-year non-compete/non-solicit strengthens retention and knowledge containment.
- Ownership alignment and selling pressure: Beneficial ownership is modest (<1%), but significant options and RSUs are scheduled to vest through 2025; anti-pledging/hedging and 10b5-1 framework mitigate misalignment; upcoming vesting may result in tax-withholding Form 4s rather than discretionary sales.
- Execution focus: Corporate clinical progress and pipeline prioritization in 2024–2025 suggest disciplined capital allocation under R&D leadership; the PSU structure provides a trading signal—successful milestone announcements may coincide with PSU vesting timelines.