Arlene Morris
About Arlene M. Morris
Arlene M. Morris, age 73, has served as an independent director of Cogent Biosciences since July 2019. She is CEO of Willow Advisors (since 2015), with prior CEO roles at Syndax Pharmaceuticals (2012–2015) and Affymax, following 15 years in senior commercial and BD roles at Johnson & Johnson; she holds a B.A. in Biology and Chemistry from Carlow College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willow Advisors | Chief Executive Officer | 2015–Present | Advises biotech companies on financing, strategy, BD |
| Syndax Pharmaceuticals (SNDX) | Chief Executive Officer | 2012–2015 | Led epigenetic oncology program |
| Affymax (AFFY) | President & Chief Executive Officer | Prior to 2012 | Led peginesatide (Omontys®) program |
| Johnson & Johnson (JNJ) | Marketing, Sales, Senior BD | 15 years | Senior-level business development and commercial leadership |
External Roles
| Company/Organization | Role | Status | Notes |
|---|---|---|---|
| Palatin Technologies (PTN) | Director | Current | Public company board |
| Viridian Therapeutics (VRDN) | Director | Current | Public company board |
| TC BioPharm (TCBP) | Director | Current | Public company board |
| Edgewise Therapeutics (EWTX) | Director | Current | Public company board |
| Charleston Animal Society | Director | Current | Non-profit board |
| Viveve Medical (VIVE) | Director | 2016–2022 | Prior board service |
| Dimension Therapeutics (DMTX) | Director | 2015–2018 | Prior board service |
| Neovacs SA (ALNEV) | Director | 2011–2020 | Prior board service |
| Biodel (merged with Albireo) | Director | Until 2016 | Prior board service |
Interlocks and information-flow signals: Ms. Morris serves on VRDN’s board; Cogent directors Chris Cain (current VRDN director) and Peter Harwin (VRDN director through March 2025) have VRDN ties — potential network overlap that can influence perspectives and information flow .
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Board determined all non-employee directors, including Ms. Morris, are independent under Nasdaq rules; Audit and Compensation members meet heightened independence criteria .
- Attendance: In 2024, each current director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership: Independent Chairman (Peter Harwin); executive sessions at every regular meeting .
| Committee | Role | FY 2024 Meetings |
|---|---|---|
| Compensation Committee | Chair | 6 |
| Audit Committee | Member | 4 |
| Nominating Committee | — | 4 (committee total; not a member) |
| Science & Technology Committee | — | 4 (committee total; not a member) |
Fixed Compensation
| Component | FY 2024 Policy Amount | Role Applicability | FY 2024 Cash Earned |
|---|---|---|---|
| Board annual retainer (non-employee) | $45,000 | Director | $45,000 |
| Compensation Committee Chair | $15,000 | Chair | $15,000 |
| Audit Committee member | $10,000 | Member | $10,000 |
| Total cash | — | — | $70,000 |
- Directors may elect to receive retainers/fees in unrestricted shares or fully vested stock options; options granted under this election are fully vested on grant and have 10-year terms .
Performance Compensation
| Equity Element | FY 2024 Grant | Terms | Vesting |
|---|---|---|---|
| Annual director option grant | $289,562 grant-date fair value | Standard annual grant (program aligns at ~50th percentile peer levels) | Vests in full by first anniversary or next annual meeting, subject to service |
| Initial director option grant (for new directors) | 89,400 options (policy) | One-time initial award | Vests in equal monthly installments over 3 years, subject to service |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| Metrics (TSR, revenue, EBITDA, ESG, etc.) | None disclosed for directors; director equity is time-based options under the director policy |
Other Directorships & Interlocks
| External Board | Overlap/Interlock | Note |
|---|---|---|
| Viridian Therapeutics (VRDN) | Chris Cain (current VRDN director); Peter Harwin (VRDN director through Mar 2025) | Shared board exposure that may shape sector viewpoints and networks |
- Related-party exposure at COGT: 2024 private placement involved Fairmount-affiliated purchasers; Fairmount-affiliated directors (Chris Cain, Peter Harwin) serve on COGT’s Board. No transaction disclosure involving Ms. Morris personally .
Expertise & Qualifications
- Extensive CEO and board experience across biotech and pharma; deep commercial and business development background (J&J) .
- Sector expertise in oncology and genetically defined diseases; governance experience on multiple public company boards .
- Independent director with Compensation Committee leadership experience .
Equity Ownership
| As of | Common Shares | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| April 14, 2025 | 0 (footnote indicates options only) | 182,848 | 182,848 | <1% (*) |
| December 31, 2024 (outstanding options) | — | 182,848 | — | — |
- Footnote clarifies Ms. Morris’s beneficial ownership consists entirely of options exercisable within 60 days .
- Insider policy prohibits short sales and hedging transactions (puts, calls, derivatives); highlights risks from margin/pledged shares, but explicit pledging prohibition not stated in the policy .
Governance Assessment
-
Strengths:
- Independent director; serves as Compensation Committee Chair and Audit Committee member, indicating governance trust and workload engagement .
- Attendance threshold met; Board maintains independent chair and regular executive sessions, supporting oversight quality .
- Compensation Committee uses independent consultant (Compensia) with no conflicts; director compensation targeted to peer 50th percentile, limiting pay inflation risk .
- Shareholder sentiment positive on executive pay (Say-on-Pay 91% approval in 2024), reflecting broader governance acceptability .
-
Watch items / potential red flags:
- Interlocks: Concurrent VRDN directorship alongside COGT directors with Fairmount affiliations may create perceived network interlocks; monitor for conflicts or undue influence, especially around compensation or capital markets decisions .
- Section 16 late filing: Administrative error led to one late Form 4 for Ms. Morris (and several directors) — minor process lapse but worth tracking for recurring patterns .
- Related-party dynamics: 2024 private placement involved Fairmount-affiliated investors while Fairmount-affiliated directors sit on COGT’s Board; although not involving Ms. Morris, governance sensitivity remains around transactions involving significant shareholders with board presence .
-
Overall: Ms. Morris exhibits strong governance credentials and sector-relevant experience. Her committee leadership and independence support board effectiveness; interlocks and late filing are modest governance risk indicators to monitor, not immediate confidence impairments .