Andrew Robbins
About Andrew Robbins
Andrew Robbins, age 49, is Chief Executive Officer, President, principal executive officer, and a Class III director at Cogent Biosciences since October 2020; he holds an MBA from Northwestern’s Kellogg School and a bachelor’s degree from Swarthmore College . During FY 2024, Cogent recorded a net loss of $255.9 million; the company’s year-end stock price was $7.80, and its pay-versus-performance table shows a cumulative TSR index of 90.91 for 2024 (from a $100 base) and 68.53 for 2023 . Under Robbins’ tenure, Cogent advanced three registrational trials for bezuclastinib (SUMMIT, APEX, PEAK) with top-line readouts targeted in 2H 2025 and an initial NDA planned by year-end 2025 for systemic mastocytosis .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Array BioPharma | Chief Operating Officer | 2015–2019 | Responsible for sales/marketing, corporate strategy, business development, manufacturing, and supply chains; previously SVP, Commercial Operations (2012–2015) |
| Hospira | GM & VP, U.S. Alternate Site; VP, Corporate Development | 2007–2012 | Led business unit operations and corporate development within pharma/medical devices |
| Pfizer (Oncology) | Commercial and leadership roles | Pre-2007 | Oncology unit leadership roles prior to Hospira tenure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Turmeric Acquisition Corporation | Director | 2020–2022 | SPAC board service |
| Harpoon Therapeutics, Inc. | Director | 2020–Mar 2024 | Board service until acquisition by Merck |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 624,283 | 656,098 | 692,000 |
| Target Bonus (% of Salary) | 60% | 60% | 60% |
| Actual Annual Bonus ($) | 344,920 | 393,659 | 477,480 |
Performance Compensation
Annual Bonus Plan – FY 2024
| Performance Goal | Weighting | Target | Actual | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Advance research & discovery programs | 30% | Not disclosed | Achieved | Included in 115% overall payout | Cash bonus (annual) |
| Complete enrollment of bezuclastinib registrational trials | 60% | Not disclosed | Achieved | Included in 115% overall payout | Cash bonus (annual) |
| Strengthen balance sheet & maintain cash runway | 10% | Not disclosed | Achieved | Included in 115% overall payout | Cash bonus (annual) |
| Overall | 100% | — | — | 115% | — |
Equity Awards – Design and Grants
| Element | Grant details | Vesting / Performance | Value / Terms |
|---|---|---|---|
| Stock Options (2024 annual grant) | 1,100,000 options granted 1/23/2024; exercise price $4.63 | Monthly over 4 years (time-based) | Grant-date fair value $3,734,610 |
| Legacy PSUs (one-time program established 2023) | Target 420,000; Max 840,000 | Earned 0–200% based on stock price hurdles and/or R&D milestones; if earned, vests in a single tranche in Feb 2026, subject to continued employment; change-in-control accelerates based on transaction price (R&D milestones deemed achieved) | PSU market value at 12/31/2024 shown at $3,276,000 for target tranche valuation basis |
Pay Mix and Philosophy
- CEO pay mix is highly at risk: 86% of total targeted toward variable incentives; annual bonuses tied to preset milestones and options generally sized near peer 50th percentile .
Equity Ownership & Alignment
| Ownership metric | Amount |
|---|---|
| Total beneficial ownership | 3,956,665 shares (all options exercisable within 60 days) |
| % of outstanding shares | 3.36% |
| Shares pledged as collateral | None disclosed; hedging and pledging restricted by insider trading policy |
| Unvested PSUs (target) | 420,000 units; market/payout value reference $3,276,000 at $7.80 close |
Outstanding equity awards at 12/31/2024 (excerpt):
- Options: multiple grants with exercisable/unexercisable balances; e.g., 10/23/2020: 1,860,605 exercisable at $11.16; 12/7/2020: 456,693 exercisable at $12.76; 2/10/2021: 302,067 exercisable and 13,133 unexercisable at $10.17; 1/25/2022: 503,125 exercisable and 186,875 unexercisable at $7.60; 2/13/2023: 240,625 exercisable and 284,375 unexercisable at $13.63; 1/23/2024: 252,083 exercisable and 847,917 unexercisable at $4.63 .
- PSUs: 420,000 target (legacy one-time program), with vesting contingent on performance; market/payout values calculated at $7.80 close .
Policy alignment:
- Prohibitions on hedging, short sales, and derivative transactions; restrictions on pledging/margin accounts to avoid forced sales while in possession of MNPI .
- Clawback policy adopted Oct 2023 pursuant to Nasdaq 5608/Rule 10D-1; recovery of excess incentive compensation following a material restatement .
Employment Terms
| Provision | Standard termination (without cause/for good reason) | Change-in-control termination (within window) |
|---|---|---|
| Cash severance | 12 months base salary | 18 months base salary |
| Bonus severance | 100% current-year target bonus; and 100% prior-year target if termination between Jan 1–Mar 14 before bonus paid; pro-rated target for year of termination | 150% current-year target bonus |
| Benefits | COBRA premium equivalents for 12 months | COBRA premium equivalents for 18 months |
| Equity acceleration | Time-based options accelerate as if employed 12 additional months; PSUs earned prior to termination accelerate | Full acceleration of all equity; performance-based awards deemed at target except PSUs (R&D milestones deemed achieved; stock price hurdles tied to deal price) |
Potential payments (illustrative, as of 12/31/2024; closing price $7.80):
| Category | Involuntary termination (no CIC) | Involuntary termination in connection with CIC | CIC (equity-only effect) |
|---|---|---|---|
| Base Salary ($) | 692,000 | 1,038,000 | — |
| Healthcare ($) | 15,685 | 23,528 | — |
| Bonus ($) | 415,200 | 622,800 | — |
| Option Awards ($) | 3,104,884 | 6,568,461 | — |
| PSUs ($) | 1,092,000 | 1,638,000 | 1,638,000 |
| Total ($) | 5,319,769 | 9,890,789 | 1,638,000 |
Other terms:
- No excise tax gross-ups disclosed; no special perquisites in 2024 .
Board Governance
- Role: Class III director; not independent due to CEO status .
- Board leadership: Independent Chairman (Peter Harwin); independent director executive sessions held at each regular meeting .
- Committee memberships: Robbins serves on no board committees; Audit, Compensation, Nominating, and Science committees are entirely independent .
- Attendance: Each director attended ≥75% of 2024 Board and committee meetings; all directors attended the 2024 Annual Meeting .
Director Compensation
- Executives serving as directors do not receive director compensation; Robbins’ compensation is reported solely as CEO .
Compensation Committee & Peer Group
- Independent consultant: Compensia engaged; committee determined independence and no conflicts .
- Peer group targeted around 50th percentile for base, bonus, and long-term incentives; detailed peer composition includes Arcus, Allogene, Arvinas, Blueprint, Deciphera, Nuvalent, Relay, Repare, SpringWorks, Syndax, Xencor, Zentalis, etc. .
- Say-on-pay approval: 91% support in 2024; no program changes made as a result .
Performance & Track Record
- Program execution: Enrollment completed ahead of schedule in PEAK (n=413) and SUMMIT (n=179) with APEX Part 2 enrollment completed (n=58); top-line results expected in 2H 2025 and initial NDA for SM by YE 2025 .
- Pay-versus-performance: Compensation “actually paid” fluctuated with equity values; company TSR in 2024 indexed to 90.91 and peer-group TSR to 91.15; net loss $(255,859) thousand in 2024 .
Equity Ownership & Alignment Details (Expanded)
| Grant date | Exercisable (#) | Unexercisable (#) | Exercise price ($) | Expiration |
|---|---|---|---|---|
| 10/23/2020 | 1,860,605 | — | 11.16 | 10/22/2030 |
| 12/7/2020 | 456,693 | — | 12.76 | 12/6/2030 |
| 2/10/2021 | 302,067 | 13,133 | 10.17 | 2/9/2031 |
| 1/25/2022 | 503,125 | 186,875 | 7.60 | 1/24/2032 |
| 2/13/2023 | 240,625 | 284,375 | 13.63 | 2/12/2033 |
| 6/7/2023 (PSUs) | — | 420,000 target | — | Feb 2026 vest if earned |
| 1/23/2024 | 252,083 | 847,917 | 4.63 | 1/22/2034 |
Employment & Contracts
- All NEOs, including Robbins, have employment agreements with severance protections, non-compete/solicit terms customary for the industry, and specified CIC windows triggering enhanced benefits and equity acceleration; clawback policy applies to incentive compensation .
Risk Indicators & Red Flags
- Clawback policy in place; no excise tax gross-ups; no 2024 perquisites; prohibitions on hedging/derivative transactions and pledging/margin accounts .
- Related-party transactions primarily concern financing with large holders (e.g., Fairmount affiliates participated in Feb 2024 private placement); governance disclosure notes director affiliations and beneficial ownership caps within preferred/warrant conversions .
- Section 16(a) late filings noted for several non-executive directors due to administrative error; none indicated for Robbins .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay vote | 91% approval |
| Program response | No changes due to vote |
Investment Implications
- High at-risk pay and multi-year equity exposure (large option packages, one-time PSUs vesting in Feb 2026) align Robbins with stock performance and clinical milestones; FY 2024 bonuses paid at 115% indicate strong operational execution against preset targets .
- CIC economics are generous (18 months salary, 150% bonus, full equity acceleration), potentially reducing retention risk through a transaction but increasing sale incentives; balance this against substantial unvested equity tied to stock price/R&D milestones through early 2026 .
- Ownership is option-heavy (3.36% beneficial, primarily near/above historical strikes), with hedging/pledging prohibited; insider selling pressure cannot be assessed here without Form 4 data, but cumulative option overhang and PSU cliff vesting in 2026 could create supply overhang around vest/earn events .
- Execution risk remains elevated given clinical-stage status and net losses; however, multiple registrational trials nearing TLRs and planned NDA by YE 2025 are near-term catalysts for TSR and pay outcomes .