Ellen Richstone
About Ellen B. Richstone
Independent director of Cognition Therapeutics since 2021; age 73. Audit Committee Chair and member of the Nominating & Corporate Governance Committee. Former CFO of public and private companies, including Fortune 500 Rohr Aerospace; NACD Certified Director (2024) and designated audit committee financial expert. Education: Scripps College; graduate degrees from the Fletcher School (Tufts); Advanced Professional Certificate in Finance (NYU); executive program (Cornell). Recognitions include NACD Leadership Fellow and Corporate Directors Group Distinguished Director Award (2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rohr Aerospace (Fortune 500) | Chief Financial Officer | 1989–2012 (CFO roles across several companies) | Senior finance leadership; public company reporting |
| Entrepreneurial Resources Group | President & CEO | 2002–2004 | Led operations and strategy |
| American Power Conversion (S&P 500) | Director; Board financial expert | 2004–2007 (until sale) | Financial expert designation; oversight of sale process |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Superior Industries International (NYSE: SUP) | Director | Since Oct 2016 | Current public company directorship |
| Orion Energy Systems (NASDAQ: OESX) | Director | Since May 2017 | Current public company directorship |
| eMagin Corporation | Director | Jul 2014–Oct 2023 | Prior public board |
| BioAmber | Director | May 2014–Nov 2018 | Prior public board |
| NACD New England | Director (non-profit) | N/A | Governance thought leadership |
Board Governance
- Independence: Independent director; Board comprises 5 independent directors; independent committees; regular executive sessions .
- Committees: Audit (Chair); Nominating & Corporate Governance (Member). Designated audit committee financial expert .
- Attendance: 2024—Board held 11 meetings; Audit 4; NCGC 3; each director attended all committee meetings served and at least 75% of Board meetings .
- Election results (June 18, 2025): Re-elected as Class I director (term to 2028) with 8,686,877 For; 2,470,562 Withheld; 22,760,336 Broker Non-Votes .
Fixed Compensation
| Component (FY 2024) | Amount |
|---|---|
| Cash fees earned | $57,750 |
| Director equity—Stock awards (grant-date fair value) | $16,575 |
| Director equity—Option awards (grant-date fair value) | $13,064 |
| Total | $87,389 |
Non-Employee Director Compensation Policy (amended Feb 14, 2024):
- Cash retainers: Annual $40,000; Audit Chair $15,000; NCGC Chair $8,000; Audit Member $7,500; Compensation Member $7,500; NCGC Member $4,000 .
- Equity: Annual option to purchase 8,500 shares and 8,500 RSUs (amended from 6,000 each); vest on first to occur of June 7, 2025 or date of 2025 annual meeting; initial grants 11,500 options + 11,500 RSUs at onboarding .
Performance Compensation
| Equity Award Type | Shares Granted (2024 Annual) | Vesting Schedule | Notes |
|---|---|---|---|
| RSUs | 8,500 | Vest on first to occur of June 7, 2025 or 2025 annual meeting date | Time-based; no performance metrics disclosed |
| Stock Options | 8,500 | Vest on same schedule | Time-based; grant-date FV included above |
No director performance metrics (e.g., TSR, EBITDA) tied to compensation for non-employee directors are disclosed; awards are time-based .
Other Directorships & Interlocks
| Company | Overlap/Interlock with CGTX | Potential Conflict Notes |
|---|---|---|
| Superior Industries (SUP) | None disclosed | Manufacturing/automotive; no disclosed related-party transactions with CGTX |
| Orion Energy Systems (OESX) | None disclosed | Energy/lighting; no disclosed related-party transactions with CGTX |
| eMagin; BioAmber | None disclosed | Prior roles; no CGTX related-party transactions disclosed |
Expertise & Qualifications
- Financial expertise: Former CFO; audit committee financial expert; deep public company oversight .
- Governance credentials: NACD Certified Director (Jan 2024); NACD Leadership Fellow; Executive Master’s Certification in director governance .
- Education: Scripps College; graduate degrees (Fletcher School, Tufts); NYU Advanced Professional Certificate in Finance; Cornell executive program .
- Recognition: Corporate Directors Group Distinguished Director Award (2013) .
Equity Ownership
| Holder | Shares Owned | Derivatives/Units | Total Beneficial Ownership | % of Outstanding | Notes |
|---|---|---|---|---|---|
| Ellen B. Richstone | 16,000 common shares | 39,505 options exercisable within 60 days; 8,500 RSUs vesting within 60 days | 64,005 shares beneficially (incl. derivatives per SEC rules) | <1.0% | Insider policy prohibits hedging and pledging of company stock |
Company insider trading policy bans hedging, shorting, options trading, margin accounts, and pledging—alignment-positive for investors .
Governance Assessment
- Board effectiveness: Richstone chairs Audit with two independent members; designated financial expert; Audit oversees financial reporting, related-party reviews, cyber/data protection, risk and complaints—robust governance posture . Attendance and committee engagement in 2024 were strong (100% on committees; ≥75% Board) .
- Independence & alignment: Independent director; anti-hedging/pledging policy; director equity grants and ownership provide alignment without performance distortions typical in executive pay .
- Shareholder support: Strong re-election vote (8.69M For vs. 2.47M Withheld), indicating investor confidence; auditor ratification near-unanimous .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Richstone; Audit Committee actively reviews such matters under formal policy .
- Compensation structure signals: Mix of cash retainers plus time-based RSU/option grants; policy caps and standardized grants reduce discretion risk; no performance metrics tied to director pay—appropriate for independence but limits pay-for-performance linkage .
RED FLAGS
- None disclosed specific to Richstone: no pledging/hedging, no related-party transactions, no Section 16(a) delinquencies noted for her in 2024 .
Key Implications for Investors
- As Audit Chair and financial expert, Richstone’s oversight of reporting integrity, cyber/data risk, and related-party transactions is a governance strength supporting confidence in CGTX’s controls .
- Strong engagement and shareholder support reduce governance risk; independence and alignment policies mitigate potential conflicts .