Lisa Ricciardi
About Lisa Ricciardi
Lisa Ricciardi, 65, is President, Chief Executive Officer, and a Director of Cognition Therapeutics (CGTX). She has served as CEO since March 2020 and on the Board since March 2019, bringing prior leadership roles at Pfizer (commercial and Global BD), Express Scripts (SVP US/International BD), Foundation Medicine (SVP Global Corporate & BD), and CEO of Suono Bio; she holds a BA from Wesleyan and an MBA from University of Chicago Booth . Under her leadership, CGTX reported multiple Phase 2 readouts and program prioritization to extend cash runway; the Board highlights positive SHIMMER (DLB) and Alzheimer’s analyses, and Phase 3 readiness steps in 2024–2025 . Financially, CGTX reported negative EBITDA in 2023–2024 and no revenues reported in S&P Global data (biopharma R&D stage) as shown below.
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | N/A* | N/A* |
| EBITDA ($) | -50,628,000* | -53,859,000* |
| Values retrieved from S&P Global.* |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Suono Bio | Chief Executive Officer | 2018–2019 | Led an MIT Langer Labs spinout; operating leadership pre-CGTX . |
| BioBusiness Links | Retained Executive | 2015–2018 | Interim operating executive/advisory roles across biotech portfolio companies . |
| Foundation Medicine | SVP, Global Corporate & Business Development | 2014–2015 | Led deal team associated with sale of the company . |
| Express Scripts | SVP, US & International Business Development | 2010–2012 | Led deal team associated with sale of the company . |
| Pfizer | Commercial division; later Global Business Development | n/d | Launched three drugs; appointed by Chairman to lead Global BD . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Contrafect (NASDAQ: CFRX) | Director (prior) | n/d | Prior public company board experience . |
| Chimerix (NASDAQ: CMRX) | Director (prior) | n/d | Prior public company board experience . |
| United Drug Healthcare Group PLC (LSE: UDG) | Director (prior) | n/d | Prior public company board experience . |
| Sepracor (NASDAQ: SEPR) | Director (prior) | n/d | Prior public company board experience . |
| Columbia Technology Ventures | Executive in Residence | Appointed Jan 2020 | Academic innovation/commercialization advisory role . |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 586,560 | 629,000 |
| Target Bonus (% of salary) | 50% | 55% |
| Actual Annual Cash Incentive | $249,288 (85% of target) | $304,436 (88% of target) |
Performance Compensation
- Annual incentive plan: Payouts are based on corporate and individual goals primarily including financial objectives, R&D milestones, pipeline progress, and positioning/awareness; 2023 achievement at 85% of target and 2024 at 88% of target .
| Year | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2023 | Annual Cash Incentive (corporate/individual goals) | n/d | 50% of salary | 85% of target | $249,288 | Paid following year |
| 2024 | Annual Cash Incentive (corporate/individual goals) | n/d | 55% of salary | 88% of target | $304,436 | Paid following year |
Additional equity incentive mix:
- 2023 grants included options and RSUs; 2024 grants again included options and RSUs; equity is used to align with shareholders and for retention .
Equity Ownership & Alignment
- Beneficial ownership (as of Apr 21, 2025): 2,565,662 shares (3.99% of outstanding), consisting of 167,042 common shares and options to purchase 2,398,620 shares exercisable within 60 days .
- Prior year (as of Apr 15, 2024): 2,290,038 shares (5.42% of outstanding), consisting of 73,696 common shares and options to purchase 2,216,342 shares exercisable within 60 days .
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock by insiders .
- Rule 10b5-1 plans: Permitted under policy; insiders may adopt plans for periodic trading .
- Ownership guidelines: Compensation Committee monitors compliance with any stock ownership guidelines; specific multiples not disclosed .
| Date | Total Beneficial Ownership (shares) | % Outstanding | Direct Shares | Options/RSUs Vesting Within 60 Days |
|---|---|---|---|---|
| Apr 21, 2025 | 2,565,662 | 3.99% | 167,042 | 2,398,620 options |
| Apr 15, 2024 | 2,290,038 | 5.42% | 73,696 | 2,216,342 options; 27,456 RSUs in 60 days (for CFO; N/A for CEO) |
Vesting schedule (selected current awards as of 12/31/2024):
- Options (CEO):
- 547,965 @ $12.00 exp. 10/8/2031 (vested per schedule; see table) .
- 581,018 @ $12.00 exp. 10/8/2031 (vested per schedule) .
- 93,750 exercisable / 56,250 unexercisable @ $1.92 exp. 6/10/2032; 25% vested 6/10/2023; remainder monthly over 36 months .
- 130,719 exercisable / 83,254 unexercisable @ $2.12 exp. 2/3/2033; 33.3% vested 2/3/2024; remainder monthly over 24 months .
- 75,000 unexercisable @ $1.98 exp. 2/15/2034; 25% vests 2/15/2025, remainder monthly over 8 months .
- RSUs (CEO):
- 142,649 RSUs; vest 33.3% on 2/3/2024; then annually on 2/3/2025 and 2/3/2026; MV $100,040 at 12/31/2024 .
- 75,000 RSUs; vest fully 7/29/2025 (one-year anniversary of performance achievement); MV $52,598 .
- 75,000 RSUs; vest fully 12/18/2025 (one-year anniversary of performance achievement); MV $52,598 .
- 75,000 RSUs; vest 25% on 2/15/2025; remainder annually 2026–2028; MV $52,598 .
Upcoming vesting events (potential selling pressure windows): 2/15/2025 (options+RSUs), 7/29/2025 (RSUs), 12/18/2025 (RSUs) .
Employment Terms
| Term | Summary |
|---|---|
| Employment | At-will under the June 1, 2020 CEO agreement . |
| Target bonus | 50% of salary (agreement); target increased to 55% in 2024 by Compensation Committee . |
| Severance (no CIC) | If terminated without cause or resigns for good reason: accrued but unpaid pay/expenses; prior-year earned bonus; 12 months base salary and COBRA premiums paid by company, subject to release . |
| Severance (CIC window) | If termination without cause/for good reason within 3 months before or 12 months after a change in control: 18 months salary and COBRA; lump sum 1.5x target bonus; all outstanding time-based equity vests on the later of termination or CIC . |
| Single-trigger vesting | If employed at CIC closing, immediate vesting of any unvested shares subject to Initial and Additional Options as defined in CEO agreement . |
| Restrictive covenants | Non-compete and non-solicit during employment and for one year post-termination; confidentiality/IP protection; severance conditioned on compliance . |
| Clawback | Nasdaq-compliant Compensation Recovery Policy effective Nov 12, 2023; no recoveries required as of 12/31/2024 . |
| 10b5-1 trading | Permitted under policy; plans executed by brokers within policy parameters . |
| Hedging/pledging | Prohibited (short sales, derivatives, margin accounts, hedging, pledging) . |
Compensation Structure Analysis
- Cash vs equity mix (2023→2024): Salary increased (586,560 → 629,000), RSU grant value modestly lower (453,623 → 445,500), option grant value decreased (352,915 → 117,117), and cash incentive increased ($249,288 → $304,436). Total compensation decreased 9% (1,660,686 → 1,514,353) reflecting reduced option grant value in 2024 .
- Plan rigor and discretion: Payouts tied to corporate/individual goals with disclosed achievement rates (85% in 2023, 88% in 2024); metric weightings not disclosed; no evidence of award timing around MNPI and no option repricing disclosed .
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | 586,560 | 629,000 |
| Stock Awards (RSUs) | 453,623 | 445,500 |
| Option Awards | 352,915 | 117,117 |
| Non-Equity Incentive | 249,288 | 304,436 |
| All Other (401k etc.) | 18,300 | 18,300 |
| Total | 1,660,686 | 1,514,353 |
Board Governance (Director Role)
- Board service: Director since March 2019; not independent due to CEO role; no committee memberships; Chairman is independent (Jack Khattar), separating Chair/CEO roles .
- Board composition: 6 directors; 5 independent; board is classified (staggered terms) .
- Attendance: In 2024, Board held 11 meetings; each director attended at least 75% of Board meetings and 100% of their committee meetings .
- Executive sessions: Independent directors meet without management on a regular basis .
Director Compensation (Lisa-specific)
- As an employee director, Ricciardi receives no additional compensation for Board service; non-employee director compensation program is disclosed separately .
Risk Indicators & Red Flags
- Policy protections: Anti-hedging/pledging policy; clawback adopted; related party transaction policy in place .
- Compliance: Late Form 4 due to administrative oversight for tax withholding on RSU vesting filed subsequently for Ricciardi and Caggiano (Feb 9, 2024) .
- Insider trading controls: Use of 10b5-1 plans permitted; award timing not aligned to MNPI per policy .
Performance & Track Record Highlights
- Clinical and pipeline: Positive Phase 2 DLB (SHIMMER) clinical results; Alzheimer’s subgroup biomarker analyses; early termination of MAGNIFY (dry AMD) to prioritize Alzheimer’s and DLB; filed provisional patents for Phase 3 manufacture; multiple publications/presentations in 2024–2025 .
Compensation Committee & Consultant
- Compensation Committee: Independent directors (Chair: Aaron Fletcher, members: Jack Khattar, Brett Monia); CEO compensation recommended by Committee and approved by Board .
- Consultant: Arnosti Consulting advises the Committee; company states no conflicts of interest .
Related Party Transactions
- No Lisa-specific related party transactions disclosed; related-party purchases via BIOS-affiliated funds (board member Fletcher affiliations) were at market prices under ATM program and approved per policy .
Investment Implications
- Pay-for-performance alignment: Annual bonus tied to corporate R&D/clinical and strategic milestones with payout below target in 2023 (85%) and below target but higher in 2024 (88%); growing base pay but lower option value in 2024 shifts mix modestly toward cash/RSUs, potentially lowering risk appetite versus options .
- Retention and CIC economics: 12-month salary/COBRA severance (18 months on CIC) and double-trigger vesting of time-based equity in CIC window, plus single-trigger vesting on certain legacy options at CIC close, provide meaningful protection but also could influence negotiation dynamics in strategic transactions .
- Insider selling pressure: Multiple RSU vesting events in 2025 (Feb 15, Jul 29, Dec 18) and option vesting schedules may create periodic liquidity windows; trading remains subject to policy/blackouts or 10b5-1 plans .
- Governance mitigants: Independent Chair, majority independent Board, anti-hedging/pledging, and clawback policy reduce governance risk associated with CEO/Director dual role .