Chris Cain

About Chris Cain

Chris Cain, Ph.D., age 41 as of April 22, 2025, is an independent director (Class II) of Cogent Biosciences and has served on the Board since July 2020; he is Chair of the Science & Technology Committee and a member of the Compensation Committee, bringing biotechnology investing and scientific expertise from roles at Fairmount Funds, Samsara BioCapital, Apple Tree Partners, RA Capital, and BioCentury; he holds a B.A. from UC Santa Barbara and a Ph.D. in Biochemistry and Molecular Biology from UC San Francisco, and currently serves on the board of Viridian Therapeutics (Nasdaq: VRDN) .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee member; Science & Technology Committee Chair; not on Audit or Nominating .
• Committee meeting cadence (2024): Audit 4; Compensation 6; Nominating 4; Science 4 .
• Independence: Board determined all non-employee directors (including Cain) are independent under Nasdaq rules; Audit and Compensation committee members meet heightened independence standards .
• Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings during their service period; all directors attended the 2024 Annual Meeting .
• Tenure & term: Class II director; term expires at the 2026 Annual Meeting of Stockholders .

Fixed Compensation

• Director compensation policy allows non-employee directors to elect part/all of retainer and committee fees in fully vested stock options (10-year term) or unrestricted shares; elections set annually or within 30 days of joining .
• Initial director option award size increased to 89,400 shares beginning in 2024 (vests monthly over 3 years); annual director option award increased to 44,700 shares beginning in 2024 (vests fully at first anniversary or next annual meeting) .

Performance Compensation

• Vesting schedules: Annual director options vest fully at the earlier of first anniversary or next annual meeting; initial director options vest monthly over three years; options from retainer/fee elections are fully vested at grant and expire in 10 years .

Other Directorships & Interlocks

Expertise & Qualifications

• Scientific credentials: Ph.D. in Biochemistry and Molecular Biology; experience overseeing R&D strategy as Science Committee Chair .
• Investment acumen: Roles at Fairmount (Director of Research), Samsara BioCapital, Apple Tree Partners, RA Capital; prior industry analysis at BioCentury .
• External board experience: Director at Viridian Therapeutics (VRDN) .

Equity Ownership

• Composition/footnote: Cain’s beneficial holdings consist entirely of options exercisable within 60 days; pursuant to his arrangement with Fairmount, any net cash or stock from options is turned over to Fairmount, and he disclaims beneficial ownership of the options and underlying shares .
• Section 16 reporting: One Form 4 (one transaction) was filed late in 2024 due to administrative error (applies to multiple directors including Cain) .

Governance Assessment

• Board effectiveness and engagement: Cain chairs the Science Committee and sits on Compensation, supporting technical oversight and pay governance; Board and committees met regularly in 2024, and directors maintained ≥75% attendance with full annual meeting participation, signaling active engagement .
• Independence and pay governance: Board determined non-employee directors are independent and Compensation Committee members meet heightened independence standards; the committee engaged independent consultant Compensia in 2024 and noted no conflicts, reinforcing governance quality .
• Director pay structure: Compensation is equity-heavy (options comprise the majority of director pay), with transparent option grant policies and standard 10-year terms; Cain’s 2023–2024 cash fees and option award values are disclosed, indicating alignment via equity but with a focus on option instruments rather than RSUs/PSUs .
• Ownership alignment and conflicts: Fairmount is a top shareholder (9.90%); Cain (Fairmount Director of Research) and Harwin (Fairmount Managing Member/COGT Chairman) represent an interlock; Cain’s arrangement to remit option proceeds to Fairmount and his disclaimer of beneficial ownership reduce direct “skin in the game” at the individual level and create a potential perceived conflict of interest between board duties and large shareholder interests. The 2024 private placement participation by Fairmount was fully disclosed with registration rights; still, this dual affiliation warrants ongoing monitoring of related-party matters and committee decisions affecting shareholder rights. RED FLAGS: Fairmount affiliation/interlock and remittance/disclaimer structure; monitor for any influence in Compensation/Nominating decisions .
• Compliance signals: The late Form 4 filing in 2024 was attributed to administrative error across several directors, including Cain—minor process lapse but disclosed transparently; no other delinquency noted .

Compensation Committee Analysis

• Committee composition and process: Cain serves alongside Chair Arlene M. Morris and Todd Shegog; the committee oversees executive and director compensation, approves performance goals, award vehicles, and pay levels (CEO and Board compensation recommendations go to full Board) .
• Use of independent consultant: Compensia engaged (2024) with independence affirmed and no conflicts; analogous disclosure in 2023 supports continuity of independent advice .
• Interlocks/insider participation: No compensation committee interlocks or insider participation disclosures in the prior three years; none of the committee members were officers/employees .

Related Party Transactions

• Transaction context: Private placement on Feb 13, 2024 totaling ~$225 million; registration rights granted; Fairmount and other funds became or remained >5% holders upon completion .

Director Compensation Policy Details

• Elections: Retainer/committee fees may be taken in unrestricted shares or fully vested stock options with a 10-year term .
• Grants: Initial director option grant was 73,400 shares (increased to 89,400 beginning in 2024), vesting monthly over 3 years; annual director option grant was 36,700 shares (increased to 44,700 beginning in 2024), vesting fully at first anniversary or next annual meeting .

Insider Trades (Reporting Note)

Summary Signals for Investors

• Positive: Independent director with deep biotech/science and investment background; chairs Science Committee; strong meeting cadence and attendance; Compensation Committee engages independent consultant and meets heightened independence standards .
• Watch items/RED FLAGS: Significant Fairmount interlock (top holder) via Cain and Harwin; Cain’s option proceeds remitted to Fairmount and beneficial ownership disclaimed—dilutes personal alignment; monitor related-party transactions and compensation/governance decisions for potential conflicts .