John Doyle
About John Doyle
John Doyle, age 47, has served as Chief Financial Officer of Cognition Therapeutics (CGTX) since May 1, 2023, following senior finance leadership roles at 4D Pharma plc (CFO, Jan 2022–Mar 2023), Chiasma Inc. (SVP & CFO, Jan–Aug 2021), and Verastem Oncology (Investor Relations & Strategic Finance; FP&A) and holds a B.S. in finance from the University of Massachusetts . CGTX’s proxy materials do not disclose TSR, revenue growth, or EBITDA growth linked to Doyle’s tenure; annual incentive payouts are based on predetermined corporate and individual objectives across financial, R&D, pipeline, and positioning/awareness categories (88% achievement in 2024; 85% in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact (as disclosed) |
|---|---|---|---|
| Cognition Therapeutics | Chief Financial Officer | May 2023–Present | Company CFO; executive officer |
| 4D Pharma plc | Chief Financial Officer | Jan 2022–Mar 2023 | CFO role at public biotech |
| Chiasma Inc. | SVP & Chief Financial Officer | Jan 2021–Aug 2021 | CFO role at public biotech |
| Verastem Oncology | VP, Investor Relations & Strategic Finance | Apr 2019–Dec 2020 | Investor relations and strategic finance leadership |
| Verastem Oncology | Senior Director, FP&A | Feb 2018–Apr 2019 | Financial planning & analysis leadership |
External Roles
- No public company directorships or external board roles for Doyle are disclosed in CGTX proxy filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $415,000 | $445,000 |
| Target Bonus (%) | 40% of base | 40% of base |
| Signing/Retention Bonus ($) | $40,000 sign-on (paid 2023) | — |
| All Other Compensation ($) | $4,150 (401k match) | $18,300 (401k match) |
Performance Compensation
| Component | Metric Category | Target | Actual (Achievement) | Payout | Notes |
|---|---|---|---|---|---|
| Annual Cash Incentive (2023) | Financial, R&D, pipeline, positioning/awareness | 40% of base | 85% achievement | $94,067 (prorated) | Determined by Compensation Committee |
| Annual Cash Incentive (2024) | Financial, R&D, pipeline, positioning/awareness | 40% of base | 88% achievement | $156,640 | Board approved |
Equity Awards Detail (Grant Characteristics and Vesting)
| Award Type | Quantity / Strike | Expiration | Vesting Schedule |
|---|---|---|---|
| Stock Options (Grant 2023) | 109,824 RSUs (time-based, shown as stock awards) | — | RSUs: 25% on May 1, 2024; remaining 75% in equal annual installments on May 1, 2025, 2026, 2027 |
| Stock Options (Grant 2023) | 109,824 options @ $1.65 | 5/1/2033 | Options: 25% vested 5/1/2024; remaining 75% in 36 equal monthly installments thereafter |
| Stock Options (Grant 2024) | 20,000 options @ $1.98 | 2/15/2034 | 25% vested 2/15/2025; remaining 75% in 8 equal monthly installments thereafter |
| RSU (Grant 2023/2024) | 82,368 RSUs unvested; MV $57,765 | — | 25% on May 1, 2024; remaining annually on May 1, 2025–2027 |
| RSU (Perf achievement time-based) | 30,000 RSUs; MV $21,039 | — | Fully vests on July 29, 2025 (one year after performance achievement date) |
| RSU (Perf achievement time-based) | 30,000 RSUs; MV $21,039 | — | Fully vests on Dec 18, 2025 (one year after performance achievement date) |
| RSU (Grant 2024) | 20,000 RSUs; MV $14,026 | — | 25% on Feb 15, 2025; remaining annually on Feb 15, 2026–2028 |
Notes:
- Equity fair values reflect grant-date accounting under ASC 718 and do not equal realized value .
- Market value (MV) figures are reported in the proxy’s outstanding awards table as of 12/31/2024 .
Equity Ownership & Alignment
| Date | Total Beneficial Ownership (shares) | % of Shares Outstanding | Components |
|---|---|---|---|
| Apr 15, 2024 | 57,200 | <1% | 29,744 options exercisable within 60 days; 27,456 RSUs vesting within 60 days |
| Apr 21, 2025 | 113,356 | <1% (out of 61,974,755 shares) | 22,034 common shares; 63,866 options exercisable within 60 days; 27,456 RSUs vesting within 60 days |
Additional alignment/controls:
- Hedging, short sales, holding in margin accounts, and pledging company securities are prohibited for executives and directors under CGTX’s Insider Trading Policy .
- Stock ownership guidelines are monitored by the Compensation Committee; specific multiples are not disclosed .
Employment Terms
- Start date and role: CFO since May 1, 2023; at-will employment .
- Base salary and annual incentive target: Initially $415,000 base; 40% target bonus (2023); increased base to $445,000 in 2024 with same 40% target bonus .
- Severance (non‑change‑of‑control): Nine months’ salary continuation and COBRA premiums; payment of accrued base salary and any earned but unpaid prior-year bonus; contingent on release of claims and restrictive covenant compliance .
- Change‑of‑control (double trigger): If termination without cause/for good reason occurs within 3 months prior to or 12 months post a change in control, salary and COBRA continuation extend to 12 months; lump sum equal to target annual cash incentive; all time‑based equity awards vest upon the later of termination and change in control .
- Restrictive covenants: Non‑compete and non‑solicit apply during employment and for one year post‑termination; confidentiality and IP provisions apply; severance conditioned on compliance .
- Clawback: Compensation Recovery Policy (effective Nov 12, 2023) mandates recovery of incentive-based comp upon required accounting restatement; no recoveries reported for 2024 .
- Benefits: Standard health, dental, life, vision, disability; 401(k) match of 100% up to 6% of compensation; no defined benefit pension or nonqualified deferred compensation plans .
Compensation Mix and Year-over-Year Trends
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $276,667 (partial year paid) | $445,000 |
| Stock Awards ($) | $181,210 | $158,400 |
| Option Awards ($) | $141,169 | $31,231 |
| Non-Equity Incentive ($) | $94,067 (prorated payout; 85% achievement) | $156,640 (88% achievement) |
| All Other ($) | $4,150 | $18,300 |
| Total ($) | $737,263 | $809,571 |
Observations:
- 2024 mix shows higher cash salary and incentive payout vs 2023 (partial year), with lower option grant value; RSU grants continue to be material for alignment .
Vesting Schedules and Potential Insider Selling Pressure
- Scheduled vesting in 2025 includes RSUs that fully vest on July 29, 2025 (30,000) and December 18, 2025 (30,000), plus time‑based RSU vesting tranches on Feb 15, 2025, 2026, 2027, 2028 (20,000 total award) .
- CGTX permits Rule 10b5‑1 trading plans but prohibits hedging and pledging; no delinquent Section 16 reports are noted for Doyle in 2024–2025 filings, and late filings cited pertain to other executives (Ricciardi, Caggiano) .
Performance Compensation Design Details
- Annual incentive structure: Target 40% of base salary; payout determined by Compensation Committee based on achievement of corporate and individual goals across financial, R&D, pipeline objectives, and positioning/awareness; 88% achievement (2024); 85% achievement (2023) .
- Equity incentive philosophy: Time‑based stock options and RSUs designed to align executives with shareholders; grants approved by Board/Compensation Committee .
Governance and Risk Controls
- Insider trading/pledging prohibitions and anti‑hedging policy for executives/directors .
- Compensation Committee oversight including monitoring stock ownership guidelines and administering the Compensation Recovery Policy; use of independent consultant (Arnosti Consulting, Inc.) .
- No related-party transactions involving Doyle are disclosed; indemnification agreements in place for officers .
Investment Implications
- Alignment: Doyle’s compensation is balanced between cash and equity with meaningful unvested RSUs and options; anti‑hedging/pledging policies and a robust clawback reduce governance risk .
- Retention/CoC economics: Nine months’ severance (12 months under CoC) plus target bonus and full acceleration of time‑based equity upon double trigger provide retention but limit excessive parachute risk relative to larger-cap norms .
- Supply overhang: 2025 RSU vesting tranches (30k + 30k) and ongoing option vesting could create periodic selling pressure; Rule 10b5‑1 plans mitigate timing risk, but monitoring Form 4 activity remains prudent .
- Execution focus: Bonus achievements tied to R&D/pipeline and financial objectives (85–88% achievement) suggest disciplined pay-for-performance; absence of disclosed TSR targets limits direct market performance linkage .