Evan Kearns
About Evan Kearns
Evan Kearns is Chief Legal Officer and Corporate Secretary at Cogent Biosciences (COGT), serving since May 2021; he was 44 years old as of April 22, 2025 and leads legal and compliance . He holds a J.D. from the University of Toledo College of Law and a B.A. in Economics from Colby College, with prior experience at Agenus (VP, General Counsel, Corporate Secretary, CCO) and Goodwin Procter LLP . Company performance context: pay-versus-performance disclosure shows company TSR values of $134.73 (2022), $68.53 (2023), and $90.91 (2024) on a fixed $100 investment, peer TSR of $89.09 (2022), $92.42 (2023), and $91.15 (2024), net losses of $140,241k (2022), $192,410k (2023), and $255,859k (2024), and a year-end stock price of $7.80 for 2024 . Say-on-pay support was 91% in 2024, indicating broad investor approval of executive pay programs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Agenus Inc. (Nasdaq: AGEN) | VP, General Counsel, Corporate Secretary, Chief Compliance Officer | Jul 2018–Apr 2021 | Led corporate/securities law, M&A, financing, licensing, and governance |
| Agenus Inc. | VP, Associate General Counsel | Dec 2017–Jul 2018 | Supported corporate/securities and transactions |
| Goodwin Procter LLP | Life sciences corporate associate (Boston) | Prior to 2017 (not specified) | Advised public/private companies on transactions and governance |
External Roles
| Organization | Role | Years | Notes / Impact |
|---|---|---|---|
| Agentus Therapeutics, Inc. (INKT) | Secretary | 2021 | Signatory on S-1-related agreements and notes |
Fixed Compensation
- Not disclosed for Kearns (he is an executive officer but not a Named Executive Officer; the Summary Compensation Table covers NEOs only) .
- Compensation philosophy targets base salary and annual incentives around the 50th percentile of the peer group; pay mix emphasizes at‑risk compensation; independent consultant engaged; no perquisites in 2024; no excise tax gross‑ups .
- Say‑on‑pay support of 91% at the 2024 annual meeting; no changes to programs made in response .
Performance Compensation
Annual Bonus Plan Design (Company-wide framework applied to executive officers)
| Metric | Weighting | Threshold Payout | Target Payout | Max Payout | FY2024 Actual Assessment | FY2024 Payout Result |
|---|---|---|---|---|---|---|
| Advance research and discovery programs | 30% | 70% | 100% | 130% | Committee assessed achievement by goal; detailed numerical targets not disclosed | Overall 115% of target across all goals |
| Complete enrollment of bezuclastinib registrational trials | 60% | 70% | 100% | 130% | Committee assessed achievement by goal; detailed numerical targets not disclosed | Overall 115% of target across all goals |
| Strengthen balance sheet / maintain cash runway | 10% | 70% | 100% | 130% | Committee assessed achievement by goal; detailed numerical targets not disclosed | Overall 115% of target across all goals |
| Total | 100% | — | — | — | — | 115% of target |
Note: Individual bonus amounts are disclosed for NEOs; Kearns’s specific bonus percentage/amount was not disclosed (not an NEO) .
Long-Term Incentive (LTI) Design
| Award Type | Grant Practices | Vesting | Performance Metrics | Remarks |
|---|---|---|---|---|
| Stock Options | Annual grants generally in Q1; sized near peer 50th percentile | Monthly over 4 years, service‑based | None (time‑based) | Applied to NEOs; standard for executives |
| Performance RSUs (PSUs) | One‑time leadership program initiated in 2023 for NEOs; new hire PSU for CCO in 2024 | Single‑tranche vest in Feb 2026 if earned | Stock price hurdles and R&D milestones; 0–200% payout | Change‑in‑control accelerates based on deal price; Kearns’s participation not disclosed |
Equity Ownership & Alignment
| Item | Disclosure |
|---|---|
| Individual beneficial ownership (Kearns) | Not separately disclosed; proxy tables list directors and NEOs, but not all executive officers |
| Group beneficial ownership | All current executive officers and directors (12 persons): 8,951,111 shares; 7.29% of outstanding (as of Apr 14, 2025; 113,856,454 shares outstanding) |
| Hedging / derivatives policy | Hedging (puts/calls/short sales/derivatives) prohibited; margin/pledging risk highlighted; prohibition on hedging explicitly stated |
| Clawback policy | Adopted Oct 2023 per Nasdaq Rule 10D‑1; recovers excess incentive‑based pay over prior 3 years in event of restatement |
| Timing of equity awards | No program to time grants around MNPI; 2024 grants not timed for value |
Pledging: The policy highlights risks of securities held in margin accounts or pledged as collateral; a specific pledging ban is not explicitly disclosed in 2025 proxy language .
Employment Terms
| Term | Evan Kearns |
|---|---|
| Start date | May 2021 (Chief Legal Officer & Corporate Secretary) |
| Contract term, severance, CoC | Not disclosed for Kearns in Cogent filings; employment agreements and severance terms are disclosed for NEOs (CEO, CFO, CMO, CSO, CCO) . |
| Non‑compete / non‑solicit | Not disclosed for Kearns at Cogent. |
| Clawback applicability | Yes – covered executives subject to clawback policy . |
Performance & Track Record
| Area | Evidence / Notes |
|---|---|
| Corporate finance execution | Kearns signed multiple 8‑Ks relating to underwritten offerings and convertible notes, reflecting active role in capital markets transactions (e.g., underwriting agreements and press releases in Nov 2025; indenture and supplemental indenture for 1.625% Convertible Senior Notes due 2031 on Nov 18, 2025) . He was signatory on various 8‑Ks in 2023–2025 and prior, evidencing broad legal oversight . |
| Leadership appointments | Company press release announced his appointment as CLO on May 12, 2021 . |
Compensation Committee & Governance Features
- Use of independent compensation consultant; 50th percentile peer targeting; high mix of at‑risk pay for NEOs; no 2024 perquisites for NEOs; no excise tax gross‑ups .
- Strong say‑on‑pay support: 91% at 2024 annual meeting .
- Insider trading policy prohibits hedging and certain derivative transactions; addresses margin/pledge risks .
- Equity grant timing policy avoids coordination with MNPI; no grant‑timing practices noted in 2024 .
Investment Implications
- Alignment: Hedging prohibitions and clawback policy strengthen alignment and discipline; however, individual ownership and pay specifics for Kearns are not disclosed (he is not an NEO), limiting precision on “skin‑in‑the‑game” analysis .
- Incentives: Company‑wide executive bonus metrics emphasize clinical execution and capital runway, with 115% payout in 2024—supportive for legal/compliance leadership focused on enabling trial enrollment, financing, and governance .
- Retention and CoC risk: Robust severance and CoC terms are disclosed for NEOs; Kearns’s terms are not disclosed, creating uncertainty about retention economics in strategic transactions .
- Execution signals: Frequent 8‑K signatory roles on financings and the 2025 convertible notes issuance indicate active capital markets competency, a positive for sustaining development programs and mitigating financing risk .