Brett Monia
About Brett P. Monia, Ph.D.
Independent director of Cognition Therapeutics (CGTX); age 63; board service since October 2020. Founder and CEO of Ionis Pharmaceuticals; prior COO/SVP roles at Ionis; holds a B.S. in Biology/Chemistry from Stockton State College and a Ph.D. in Pharmacology from the University of Pennsylvania. Committee memberships at CGTX: Audit and Compensation; independence affirmed by the Board. Attendance: all meetings of committees served in 2024; at least 75% of Board meetings; attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ionis Pharmaceuticals, Inc. | Founder; CEO | Founded 1989; CEO since Jan 2020; COO/SVP since 2018 | Extensive management and industry experience cited as qualifications |
| Ionis Pharmaceuticals, Inc. | Director | Since Mar 2019 | Public company board experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ionis Pharmaceuticals, Inc. (NASDAQ: IONS) | CEO; Director | CEO since Jan 2020; Director since Mar 2019 | Current public company leadership; potential time-commitment consideration |
| Dynacure LTD | Director | Since 2016 | Clinical-stage drug development oversight |
Board Governance
- Independence: Board determined Dr. Monia is independent under Nasdaq rules; Ms. Ricciardi is the only non-independent director.
- Committee memberships: Audit Committee (member); Compensation Committee (member). Audit chaired by Ellen B. Richstone; Compensation chaired by Aaron Fletcher.
- Responsibilities: Audit Committee oversight includes financial reporting, auditor independence, internal controls, risk (including cybersecurity), and review/approval/monitoring of related party transactions. Compensation Committee oversees executive and director compensation, equity plans, stock ownership guidelines, and the Compensation Recovery (clawback) policy; retains Arnosti Consulting as independent compensation consultant (no conflicts).
- Attendance: 2024 meeting counts—Board 11; Compensation 3; Audit 4; Nominating & Corporate Governance (NCGC) 3. Each director attended all committee meetings on which they served and at least 75% of Board meetings; all directors attended the 2024 annual meeting.
Fixed Compensation
| Element | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $53,750 | Includes committee retainers per policy |
| Stock awards (RSUs fair value) | $16,575 | Aggregate grant-date fair value (ASC 718) |
| Option awards (fair value) | $13,064 | Aggregate grant-date fair value (ASC 718) |
| Total | $83,389 | 2024 director compensation total |
Director compensation policy (amended Feb 14, 2024):
- Annual cash retainer: $40,000; Committee chair retainers—Audit $15,000; Compensation $10,000; NCGC $8,000; Committee member retainers—Audit $7,500; Compensation $7,500; NCGC $4,000. Paid quarterly; option to take retainer in fully vested shares.
- Annual equity: Option to purchase 8,500 shares and 8,500 RSUs; initial onboarding grants 11,500 options + 11,500 RSUs.
Performance Compensation
Director equity grants and vesting (time-based, no performance metrics disclosed):
| Grant Date | Award Type | Shares/Units | Vesting Terms | Fair Value (USD) |
|---|---|---|---|---|
| June 7, 2024 | Stock options | 8,500 | Vest/exercisable upon first to occur: June 7, 2025 or 2025 annual meeting date | $13,064 (2024 total options fair value) |
| June 7, 2024 | RSUs | 8,500 | Vest upon first to occur: June 7, 2025 or 2025 annual meeting date | $16,575 (2024 total RSUs fair value) |
Policy signals:
- Clawback: Compensation Committee administers Compensation Recovery Policy (scope not detailed in proxy).
- Insider trading: Prohibits hedging, short sales, margin accounts, and pledging; Rule 10b5-1 plans permitted; policy filed as Exhibit to 2024 10-K.
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock/Conflict |
|---|---|---|---|
| Ionis Pharmaceuticals, Inc. | CEO; Director | Public (NASDAQ: IONS) | External CEO role; no CGTX related-party transactions disclosed with Ionis; Audit Committee monitors related party transactions. |
| Dynacure LTD | Director | Private | No CGTX related-party transactions disclosed. |
Compensation Committee interlocks: None involving CGTX executive officers in FY2024.
Expertise & Qualifications
- Extensive biotech management experience; deep industry understanding; qualifications explicitly cited by CGTX Board.
- Education: B.S. Biology/Chemistry (Stockton State College); Ph.D. Pharmacology (University of Pennsylvania).
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership | 79,072 shares as of April 21, 2025 |
| Options outstanding | 64,572 shares (outstanding options) as of Dec 31, 2024 |
| Unvested RSUs | 8,500 RSUs (each non-employee director) as of Dec 31, 2024 |
| Shares outstanding (reference) | 61,974,755 shares as of April 21, 2025 |
| Section 16(a) compliance | No late filings disclosed for Dr. Monia; late Forms 4 attributed to CEO and CMO due to admin oversight, subsequently filed. |
| Hedging/pledging | Company policy prohibits hedging and pledging by directors. |
Governance Assessment
- Strengths: Independent director; serves on Audit and Compensation—key oversight committees; perfect committee attendance in 2024; robust insider trading policy banning hedging/pledging; Compensation Committee utilizes independent consultant (Arnosti) with no conflicts; Audit Committee explicitly oversees related party transactions and risk controls. These factors support board effectiveness and investor confidence.
- Alignment: Director pay mix includes modest cash and time-based equity grants; meaningful personal stake via 79,072 shares and options outstanding; RSUs time-based, aligning with continued service.
- Potential risks/considerations: External CEO role at Ionis may elevate time-commitment risk; mitigated by CGTX governance guidelines on outside commitments and annual independence reviews; no related-party transactions disclosed involving Dr. Monia.
- Red flags: None disclosed specific to Dr. Monia—no Section 16(a) issues; no related-party transactions; no compensation interlocks; anti-hedging/pledging policies in place.
Overall signal: An experienced, independent biotech operator with solid committee participation and strong compliance posture; absence of conflicts and full committee attendance are positives for governance quality.