Cole Pinnow
About Cole Pinnow
Cole Pinnow, age 50, is Chief Commercial Officer at Cogent Biosciences (COGT), appointed in May 2024 after senior commercial leadership roles at Pfizer and Hospira . He holds an MBA from the University of Chicago Booth School of Business, an MS in Microbiology from Iowa State University, and a BA in Biology from St. Olaf College . Company performance context: 2024 net loss was $255.9 million, cumulative TSR value for a $100 investment was $90.91, and year-end stock price was $7.80, reflecting a clinical‑stage profile where stock price performance is the primary compensation linkage . The 2024 say‑on‑pay vote received 91% support, signaling shareholder acceptance of the compensation program design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer Inc. | Global Franchise Lead for Genitourinary, Lung and/or Breast Oncology Businesses | 2022–2024 | Oversaw global launch and lifecycle strategies across oncology franchises |
| Pfizer Inc. | President, Pfizer Canada | 2020–2022 | Led country operations (sales, marketing, market access, government relations) including COVID-era execution |
| Pfizer Inc. | Essential Health & Hospital Businesses (Canada) | 2018–2019 | Managed hospital and essential health portfolio |
| Pfizer Inc. | VP, U.S. Commercial Business Unit | 2015–2018 | Led U.S. commercial execution |
| Hospira, Inc. | Management positions | 2004–2015 | Pharmaceutical and medical device commercial leadership; predecessor to Pfizer’s Hospira acquisition |
External Roles
No public company board roles or external directorships disclosed for Cole Pinnow in the proxy .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024 | 460,000 | 40% of base | 127,769 (pro‑rated at 115% corporate achievement) | One‑time sign‑on bonus: $50,000 |
Performance Compensation
Annual Bonus Structure (2024)
| Performance Goal Category | Weighting | Target/Payout Mechanics | 2024 Outcome |
|---|---|---|---|
| Complete enrollment of bezuclastinib registrational trials | 60% | Threshold 70%, Target 100%, Upside 130% | Included in overall 115% achievement |
| Advance research and discovery programs | 30% | Threshold 70%, Target 100%, Upside 130% | Included in overall 115% achievement |
| Strengthen balance sheet and maintain runway | 10% | Threshold 70%, Target 100%, Upside 130% | Included in overall 115% achievement |
Long‑Term Incentives (Inducement, May 2024)
| Incentive Type | Metric | Target | Maximum | Grant Terms | Vesting |
|---|---|---|---|---|---|
| PSUs | Stock price hurdles and R&D milestones | 108,000 units | 214,000 units | Grant date 5/25/2024; fair value $262,980 | Single‑tranche vest in Feb 2026 if earned; CiC accelerates based on transaction price; R&D milestones deemed achieved on CiC; stock‑price hurdle contingent on deal price |
| Stock Options | Stock price appreciation (time‑vested) | — | — | 525,000 options at $8.22; grant date 5/25/2024; GDFV $3,263,610 | 25% on first anniversary (May 25, 2025), then 36 equal monthly installments; expires 05/24/2034 |
Outstanding Equity (as of 12/31/2024)
| Award | Exercisable | Unexercisable | Strike | Expiration | Unearned PSUs | Market/Payout Value ($) |
|---|---|---|---|---|---|---|
| Options (05/25/2024 grant) | — | 525,000 | $8.22 | 05/24/2034 | — | — |
| PSUs (Target) | — | — | — | — | 108,000 | $842,400 at $7.80 year‑end price |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 197,098 shares (45,848 shares + 151,250 options exercisable within 60 days) |
| Shares outstanding (record date) | 113,856,454 shares (April 14, 2025) |
| Ownership as % of outstanding | Approximately 0.17% (197,098 / 113,856,454), derived from disclosed figures |
| Vested vs. unvested | 151,250 options become exercisable within 60 days of 4/14/2025; 525,000 options unexercisable; 108,000 PSUs unearned |
| Hedging/derivatives | Hedging, short sales, and derivative transactions are prohibited for executives; margin/pledging risks addressed in policy |
| Ownership guidelines | Executive stock ownership guidelines not disclosed; director program detailed separately |
Employment Terms
| Provision | Normal Termination (Without Cause/For Good Reason) | Change‑in‑Control (Double Trigger within 12 months) |
|---|---|---|
| Severance cash | 12 months base salary | 12 months base salary |
| Bonus | Pro‑rated target bonus for year of termination | 100% of target bonus for current year |
| Healthcare | 9 months COBRA cash payment | 12 months COBRA cash payment |
| Equity acceleration | Time‑based equity accelerates by 9 months; PSUs earned prior to termination accelerate; remainder forfeited | Full vesting of time‑based equity; performance equity accelerates only to extent goals achieved; PSUs: R&D milestones deemed achieved; stock‑price hurdles depend on transaction price |
| Triggers | Requires termination without cause or for good reason; release required | Double trigger: CiC plus termination; release required |
| Clawback | Incentive‑based compensation subject to clawback upon accounting restatement per Nasdaq Rule 10D‑1 | |
| Perquisites and gross‑ups | No perquisites; no excise tax gross‑ups | |
| Deferred compensation | Nonqualified plan adopted in 2021; NEOs did not participate | |
| 401(k) | 100% match up to 4% of compensation |
Compensation Structure Analysis
- Pay mix emphasizes at‑risk compensation (company‑wide: 81% for non‑CEO NEOs), with PSUs tied predominantly to stock price performance and time‑vested options in line with peer median, supporting pay‑for‑performance and retention aims .
- 2024 bonuses paid at 115% of target based on aggressive, pre‑set milestones (trial completion, pipeline advancement, runway), indicating disciplined use of operational metrics for cash incentives .
- PSU program is a one‑time, multi‑year (through Feb 2026) incentive with 0–200% payout range; CiC treatment aligns payouts to transaction economics while safeguarding milestone recognition, balancing retention with shareholder outcomes .
- No hedging or derivative transactions permitted; clawback policy implemented; no perquisites or tax gross‑ups—overall governance‑friendly features .
Say‑on‑Pay & Compensation Committee Governance
| Item | Detail |
|---|---|
| Say‑on‑pay approval (2024 AGM) | 91% support |
| Compensation consultant | Compensia, independent; no conflicts identified |
| Committee composition (2024) | Chair: Arlene M. Morris; Members: Chris Cain, Ph.D.; Todd Shegog; 6 meetings in 2024 |
| Peer group targeting | Generally targets 50th percentile; peer set of clinical‑stage biotechs with comparable market cap and headcount |
Performance & Track Record
- Business milestones: 2024 ahead‑of‑schedule enrollment in PEAK (Phase 3, GIST), SUMMIT (Phase 2, non‑advanced SM), and progression of APEX (Phase 2, advanced SM); top‑line results expected in H2 2025, with first NDA filing by year‑end 2025 for SM; pipeline advanced in FGFR2, ErbB2, PI3Ka, and KRAS programs; cash runway extended into late 2026 via $213.3M net private placement proceeds in Feb 2024 .
- Appointment: Pinnow’s hire “rounded out” the executive team to prepare for commercial readiness—consistent with near‑term NDA and potential launch trajectory .
Investment Implications
- Alignment: PSU metrics tied to stock price appreciation and R&D milestones, plus strict anti‑hedging policy and clawback, create strong alignment with shareholders; CiC provisions link outcomes to deal price while preventing windfalls absent performance .
- Retention vs. selling pressure: A 25% option cliff on 5/25/2025 followed by monthly vesting and a single PSU vest in Feb 2026 set predictable unlock points; while no insider selling data is disclosed here, vesting cadence could introduce episodic supply if exercises occur, particularly around the cliff and PSU vest dates .
- Governance quality: 91% say‑on‑pay support, independent consultant, and no perquisites/tax gross‑ups indicate low governance risk and limited compensation red flags .
- Execution focus: With three registrational trials nearing top‑line and a first NDA targeted by YE‑2025, commercial readiness under Pinnow’s remit is a key lever; compensation’s at‑risk design should motivate launch excellence and pricing/access strategies critical for value creation in 2026+ .