Jack Khattar
About Jack A. Khattar
Jack A. Khattar (age 63) is an independent director of Cognition Therapeutics, Inc. (CGTX), serving on the Board since July 2020 and as independent Chairman since April 2021 . He is the founder, President, CEO and director of Supernus Pharmaceuticals (Nasdaq: SUPN) and serves as chairperson of scPharmaceuticals Inc. (Nasdaq: SCPH), bringing more than 30 years of commercialization and leadership experience across pharmaceuticals and drug delivery; he holds a BBA in Marketing from the American University of Beirut and an MBA from the Wharton School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shire Laboratories Inc. (subsidiary of Shire plc) | Board member; President & CEO; Executive Committee member at Shire plc | 1999–2005; Exec Committee 1999–2004 | Led drug delivery operations; member of Shire plc’s Executive Committee guiding corporate strategy |
| CIMA Labs Inc. | Executive officer; Chairman of Management Committee; BD/alliances/strategic planning | Before 1995 | Oversaw corporate alliances and strategic planning in drug delivery |
| Merck & Co.; Novartis; Playtex; Kodak | Marketing and BD roles across US, Europe, Middle East | Various years (prior to 1995) | Commercial leadership roles across global geographies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Supernus Pharmaceuticals, Inc. (SUPN) | Founder; President; CEO; Secretary; Director | Since 2005 | Public pharma; founder-led operator |
| scPharmaceuticals Inc. (SCPH) | Director; Chairperson | Director since Jul 2016; Chair since Nov 2017 | Public pharma board leadership |
| Navitor Pharmaceuticals, Inc. | Director (private) | Since 2020 | Private company board |
| New Rhein Healthcare (PE firm) | Advisory Board | Since 2019 | Investment advisory role |
| Rockville Economic Development, Inc. | Director | 2003–2013 | Prior civic board service |
| Prevacus, Inc. | Director | 2015–2020 | Prior private biotech board |
Board Governance
- Independence: Board determined Mr. Khattar is independent under Nasdaq rules (all directors except the CEO are independent) .
- Board leadership: Independent Chairman model separates CEO and Chair roles; Board believes this enhances objective oversight .
- Committee assignments (2024): Nominating & Corporate Governance Committee (Chair); Compensation Committee (Member) .
- Attendance and engagement (2024): Board met 11 times; Compensation 3; Audit 4; NCGC 3; each director attended all of their committee meetings and at least 75% of Board meetings; all directors attended the 2024 annual meeting .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director |
| Board role | Chairman of the Board |
| Committee memberships | NCGC (Chair); Compensation (Member) |
| 2024 meeting attendance | ≥75% of Board; 100% of committees served |
| Executive sessions | Independent directors meet regularly without management |
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Cash fees earned | $123,000 |
| Annual cash retainer (policy) | $40,000 (paid quarterly) |
| Independent Chair retainer (policy) | $70,000 |
| Committee chair/member retainers (policy) | NCGC Chair $8,000; Compensation Member $7,500; Audit Member $7,500; NCGC Member $4,000 |
Notes:
- Policy caps: Non-employee director total cash+equity ≤ $500,000 per year after first service year, excluding certain chair/extraordinary service allowances .
- Reimbursement: Ordinary board-related expenses reimbursed (travel, education) .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual) | June 7, 2024 | 8,500 | $16,575 | Vest on earlier of June 7, 2025 or 2025 annual meeting |
| Stock options (annual) | June 7, 2024 | 8,500 | $13,064 | Become exercisable on earlier of June 7, 2025 or 2025 annual meeting |
- Structure shift: In Feb 2024, Board amended policy to increase annual grants from 6,000 options+6,000 RSUs to 8,500 options+8,500 RSUs for non-employee directors .
- Performance metrics: No TSR/financial/ESG performance conditions disclosed for director equity; vesting is time-based .
Other Directorships & Interlocks
| Company | Relationship to CGTX | Potential Interlock/Conflict Commentary |
|---|---|---|
| Supernus Pharmaceuticals (SUPN) | External public company where Khattar is CEO/Director | No CGTX-related transactions disclosed; CGTX’s Audit Committee oversees related party and conflict reviews |
| scPharmaceuticals (SCPH) | External public company where Khattar is Chair | No related transactions disclosed with CGTX |
- Related party transactions: 2023–2024 disclosure lists ATM purchases by BIOS-affiliated funds (ties to another director), but none involving Mr. Khattar; policy requires Audit Committee pre-approval and review of related-party transactions .
- Consultant conflicts: Compensation consultant (Arnosti) engaged; Board states no conflicts of interest .
Expertise & Qualifications
- Founder/CEO experience across drug development and commercialization; deep pharma operating background and strategic governance capabilities .
- International commercial and BD experience (US/EU/Middle East); prior executive committee membership at Shire plc supports risk oversight and strategic planning .
- Governance leadership as independent Chairman and NCGC Chair (succession planning, independence, board effectiveness) .
Equity Ownership
| Holder | Shares | Derivatives/Units (60-day) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Jack A. Khattar | 6,000 common shares | 64,572 options exercisable within 60 days; 8,500 RSUs vest within 60 days | 79,072 | <1.0% of 61,974,755 shares |
- Anti-hedging/pledging: Directors prohibited from hedging, pledging, margin accounts, short sales, and derivatives in CGTX stock under Insider Trading Policy .
- Rule 10b5-1 plans permitted subject to policy; amendments/terminations restricted .
Governance Assessment
- Board effectiveness: Independent Chairman with active committee leadership (NCGC Chair; Comp Member) and full committee attendance in 2024 signals strong engagement and governance oversight .
- Independence and conflicts: Board annually reviews independence; no related-party transactions disclosed involving Mr. Khattar; Audit Committee explicitly oversees conflicts and related-party approvals .
- Alignment: Mix of cash retainers and time-based equity grants (RSUs/options) aligns director interests with shareholders; beneficial ownership present though below 1% given company size; anti-hedging/pledging policy supports alignment and risk control .
- Capacity considerations: Mr. Khattar concurrently leads SUPN and chairs SCPH; despite potential time demands, 2024 CGTX attendance met committee expectations (all meetings) and at least 75% Board attendance .
RED FLAGS
- None disclosed specific to Mr. Khattar: no related-party transactions, no Section 16 delinquency, no pledging/hedging per policy .
- Monitoring: Continue to watch for any future intercompany dealings with SUPN/SCPH and maintain focus on workload/overboarding risks; Board maintains policies and committee oversight to manage such risks .
Section 16(a) Compliance (Insider Trades/Filings)
| Director | 2024 Filing Status | Notes |
|---|---|---|
| Jack A. Khattar | Timely; no delinquent reports identified | Proxy lists late Form 4s only for two officers; none for Khattar |