Bettina M. Cockroft

About Bettina M. Cockroft

Independent director since May 3, 2023; age 58 as of October 10, 2025. She is Chief Medical Officer at Cilcare Inc. (since January 2025) and previously served as SVP & Chief Medical Officer at Sangamo Therapeutics (September 2019–May 2023). She holds an M.B.A. from MIT Sloan and an M.D. from the University of Genova; she also serves on Annexon, Inc.’s board, including the audit and science & technology committees. Core credentials: >20 years of biopharma clinical development leadership across multiple therapeutic areas and board-level governance experience including audit oversight .

Past Roles

External Roles

Board Governance

• Committee assignments:
  • Nominating & Corporate Governance Committee: Chair; independent under Nasdaq rules .
  • Compensation Committee: Member; independent under Nasdaq rules .
• Board and committee activity (2024):
  • Board held 23 meetings; committees held 19 meetings (Audit 12, Compensation 4, Pricing 1, Nominating & Governance 2). Each incumbent director attended at least 75% of the meetings of the Board and committees of which they were a member .
• Independence:
  • Board determined all directors except the CEO (Climaco) are independent per Nasdaq rules; independent directors meet at least four times annually in executive session without management .
• Director elections and terms:
  • Nominated for re-election at the Nov 17, 2025 annual meeting; one-year terms to the 2026 annual meeting if elected .
• Related-party oversight and transactions:
  • Audit Committee pre-approves related party transactions >$120,000; considers materiality, commercial reasonableness, and conflicts . No related person transactions reported for 2023 and 2024 .

Fixed Compensation

Notes: Dr. Cockroft’s committee roles (N&G Chair; Compensation member) align with policy rates (Chair $8,000; Member $6,000) plus retainer and any eligible in-person meeting fees, explaining the higher cash total vs base retainer .

Performance Compensation

Plan constraints and protections:

• Non-employee director annual total compensation cap of $300,000 (cash + equity at grant-date fair value) .
• No evergreen; no option/SAR repricing without stockholder approval; no tax gross-ups; options/SARs must be at least FMV and ≤10-year term; dividends on RSUs payable only upon vesting .

Other Directorships & Interlocks

Expertise & Qualifications

• Education: M.B.A. (MIT Sloan); M.D. (University of Genova) .
• Domain expertise: Clinical development leadership across neurology and genetic medicine (ALS, SMA; Phase 3 programs), multinational program oversight .
• Board qualifications: Service on public-company audit and science/technology committees (Annexon), aligning with governance and R&D oversight needs .

Equity Ownership

Policies impacting alignment:

• Anti-hedging: Hedging transactions prohibited without prior approval .
• Insider trading compliance: 2024 late Form 4 filings were noted for several others; Dr. Cockroft was not listed among late filers .
• Pledging: No director-specific pledging disclosure; not indicated for Dr. Cockroft in proxy; beneficial ownership excludes pledged shares if any; none disclosed .

Governance Assessment

• Board effectiveness and engagement:
  • Active committee leadership (N&G Chair) and compensation oversight responsibilities; independence affirmed under Nasdaq rules; directors meet in executive session ≥4x/year which supports robust oversight .
  • 2024 workload was high (23 board meetings; 19 committee meetings), with ≥75% attendance by each incumbent director—supports engagement expectations for CNSP’s stage .
• Alignment and incentives:
  • Cash-heavy director pay structure with clear, modest committee premiums and per-meeting fees; equity grants in 2025 (options) are at-market with 10-year term and subject to shareholder approval, consistent with shareholder-friendly plan terms (no repricing; no gross-ups; director comp cap) .
  • Ownership remains de minimis (4 shares; <1%), which is typical for micro-cap companies with significant reverse split histories but still represents limited “skin-in-the-game” for alignment; no pledging disclosed; anti-hedging policy in place .
• Conflicts and related-party:
  • No related-person transactions reported in 2023–2024; Audit Committee pre-approval and conflict screens are formalized; external roles (Annexon, Cilcare) do not indicate disclosed interlocks with CNSP .
• Signals to investor confidence:
  • Positive: Independent leadership roles; structured director fee policy; executive sessions; plan protections (no repricing; cap) .
  • Watch items: Very low personal ownership; proposed 2025 increase in authorized shares and 2020 Plan share pool (dilution risk) alongside new director option grants—monitor equity usage and refresh pace post-approval .

RED FLAGS (monitor)

• Low ownership alignment (beneficial ownership <1%)—consider whether the Board has or will adopt director stock ownership guidelines; none disclosed in proxy .
• Potential dilution from proposals to increase authorized shares and expand the 2020 Plan (requires shareholder approval)—track subsequent 8-K vote results and equity grant practices .

Note: All facts are drawn from CNS Pharmaceuticals’ 2025 DEF 14A proxy; where details were not disclosed, items are omitted per instruction.