Jessica Sachs
About Jessica Sachs
Jessica Sachs, M.D., is Chief Medical Officer at Cogent Biosciences, serving in this role since June 2019 after joining the company in April 2017 as Vice President of Clinical Sciences; she is age 50 as of April 22, 2025 . Dr. Sachs holds an M.D. from Washington University in St. Louis and a B.S. from Duke University, completed a fellowship in pediatric hematology/oncology at Dana-Farber/Children’s Hospital Boston, and serves on the Harvard Medical School faculty and as an Assistant in Pediatrics at Massachusetts General Hospital, underscoring deep clinical and translational leadership in oncology and pediatrics . Company performance context during her tenure includes stock price of $11.56 (2022), $5.88 (2023), and $7.80 (2024) and cumulative TSR index values of 134.73 (2022), 68.53 (2023), and 90.91 (2024), with pay-versus-performance disclosures emphasizing stock price as the primary financial measure linking compensation to performance . In 2024, Cogent’s NEO annual bonus plan paid at 115% of target based on pre-set corporate milestones (advancing research, completing bezuclastinib registrational trial enrollments, and strengthening balance sheet), reflecting execution against operational goals relevant to development and commercialization timelines .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cogent Biosciences | Chief Medical Officer | Jun 2019–present | Leads clinical development strategy and medical/translational oversight of Cogent’s portfolio . |
| Cogent Biosciences | Vice President, Clinical Sciences | Apr 2017–Jun 2019 | Responsible for clinical development strategy and medical/translational oversight prior to promotion . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Takeda Pharmaceutical Company | Senior Medical Director, Clinical Research | 2012–Apr 2017 | Led multiple clinical programs in oncology and transplantation . |
| Genzyme Corporation | Associate Director | 2010–2012 | Led post‑marketing safety surveillance and risk management for oncology products . |
| Harvard Medical School | Faculty member | Since 2007 | Academic/teaching role supporting clinical expertise . |
| Massachusetts General Hospital | Assistant in Pediatrics (Pediatric Hem/Onc) | Not specified | Clinical care and academic appointment in Pediatric Hem/Onc . |
| Dana-Farber Cancer Institute & Children’s Hospital Boston | Fellowship (Peds Hem/Onc) | Prior to 2010 | Specialized training foundational to oncology leadership . |
| Education | M.D.; B.S. | WUSTL; Duke | Core credentials underpinning clinical leadership . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 482,558 | 507,150 | 527,436 |
| Target Bonus (% of base) | 40% (2023 disclosed baseline) | 40% | 45% (target increased for 2024) |
Notes:
- Cogent targets the 50th percentile of its peer group for base salary and annual incentive opportunity; NEO pay mix is predominantly at risk (approx. 81% for non-CEO NEOs) .
Performance Compensation
Annual Cash Incentive (2024)
| Category | Weighting | Plan mechanics | 2024 outcome |
|---|---|---|---|
| Advance research and discovery programs | 30% | Threshold 70%, Target 100%, Upside 130% payouts per goal | Overall corporate achievement 115% of target |
| Complete enrollment of bezuclastinib registrational trials | 60% | As above | Overall corporate achievement 115% of target |
| Strengthen balance sheet and maintain cash runway | 10% | As above | Overall corporate achievement 115% of target |
| Individual payout | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Non‑Equity Incentive Plan Compensation ($) | 177,744 | — | 272,948 |
| Target bonus (% of salary) | 40% (for 2023 baseline) | 40% | 45% |
| Bonus achieved as % of target | — | — | 115% (corporate result) |
Other notes:
- No perquisites in 2024; clawback policy adopted in Oct 2023 per Nasdaq Rule 10D‑1; no excise tax gross‑ups .
Equity Awards and Vesting
Options outstanding (as of 12/31/2024):
| Grant date | Exercisable | Unexercisable | Exercise price ($) | Expiration | Vesting terms |
|---|---|---|---|---|---|
| 05/07/2020 | 99,472 | — | 1.67 | 05/06/2030 | Footnote (monthly vesting over 4 years applies where noted) . |
| 02/01/2021 | 383,333 | 16,667 (footnote 3) | 9.10 | 01/31/2031 | Options generally vest in equal monthly installments over 4 years, subject to service . |
| 02/10/2021 | 121,229 | 5,271 (footnote 1) | 10.17 | 02/09/2031 | Monthly over 4 years, subject to service . |
| 01/25/2022 | 182,292 | 67,708 (footnote 1) | 7.60 | 01/24/2032 | Monthly over 4 years, subject to service . |
| 02/13/2023 | 73,333 | 86,667 (footnote 1) | 13.63 | 02/12/2033 | Monthly over 4 years, subject to service . |
| 01/23/2024 | 68,750 | 231,250 (footnote 1) | 4.63 | 01/22/2034 | Monthly over 4 years, subject to service . |
PSUs (performance-based RSUs):
| Grant date | Target PSUs | Max PSUs | Performance period | Metrics and vesting |
|---|---|---|---|---|
| 06/07/2023 | 160,000 | 320,000 | 3-year period ending Feb 2026 | Earn-out based on stock price hurdles and/or R&D milestones; any PSUs earned vest in a single tranche in Feb 2026, subject to continued service . |
Equity grant values from Summary Compensation Table:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards ($, grant-date fair value) | 1,235,425 | 1,512,416 | 1,018,530 |
| Stock Awards ($, PSUs grant-date fair value) | — | 713,600 | — |
Change-in-control (CIC) equity treatment for PSUs: upon CIC, R&D milestones are deemed achieved and stock price hurdles depend on per-share value in the transaction; outside CIC, earned PSUs accelerate upon a qualifying termination; otherwise PSUs vest, if at all, in Feb 2026 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares beneficially owned (as of Apr 14, 2025) | 1,051,434 shares (less than 1% of outstanding) . |
| Shares outstanding basis for % | 113,856,454 shares outstanding as of Apr 14, 2025 . |
| Beneficial ownership methodology | Includes shares with voting/investment power and shares acquirable within 60 days . |
| Exercisable vs. unexercisable options | See detailed grant table; multiple tranches exercisable/unexercisable across 2020–2024 grants . |
| Hedging/derivatives policy | Hedging (puts, calls, derivatives) and short sales prohibited by insider trading policy . |
| Pledging | Policy highlights risks of securities held in margin or pledged accounts; explicit prohibition on hedging/short sales stated; no specific pledge prohibitions disclosed . |
| Trading plans (Q3’25) | No director or Section 16 officer adopted or terminated any Rule 10b5‑1 or non‑Rule 10b5‑1 trading arrangement in Q3 2025 . |
Employment Terms
Contract structure (as disclosed for Dr. Sachs):
- Termination without cause or for good reason (non‑CIC): cash severance equal to 12 months base salary; monthly cash for medical/dental for 9 months (or COBRA period if earlier); pro‑rated target bonus for year of termination; acceleration of time‑based equity equal to the next 9 months of vesting; acceleration of any PSUs earned prior to termination, subject to release .
- CIC qualifying termination (within 12 months post‑CIC): cash severance equal to 12 months base salary; 100% of target bonus for current year; 12 months of medical/dental payments (or COBRA period if earlier); full acceleration of all equity awards (performance-based awards accelerate only to the extent performance goals achieved; for PSUs, R&D milestones deemed achieved, stock price hurdles tied to CIC per‑share value), subject to release .
- Employment agreements provide minimum salary, target incentives, LTI eligibility, benefits, and severance for terminations without cause/for good reason; intended to be competitive and support management stability .
- Clawback: adopted Oct 2023 to recover excess incentive-based compensation upon an accounting restatement, per Nasdaq Listing Standard 5608 (Rule 10D‑1) .
- No excise tax gross‑ups; no perquisites in 2024 .
Potential payments upon hypothetical separation as of 12/31/2024 (using $7.80 stock price assumption):
| Scenario (12/31/2024) | Base Salary ($) | Healthcare ($) | Bonus ($) | Option Awards ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary termination (non‑CIC) | 527,436 | 11,764 | 237,346 | 808,313 | 416,000 | 2,000,859 |
| Involuntary termination in connection with CIC | 527,436 | 15,685 | 237,346 | 2,072,417 | 624,000 | 3,476,884 |
| CIC (equity only) | — | — | — | — | 624,000 | 624,000 |
Compensation Structure Analysis
- 2023 introduced one‑time PSUs across the senior team (target 160,000 for Dr. Sachs; up to 200% maximum), aligning long‑term incentives to stock price appreciation and R&D milestones over a three‑year period ending Feb 2026; 2024 reverted to options only for incumbents at roughly the 50th percentile of peers, signaling a re‑normalization of LTI mix post‑retention awards .
- Target annual bonus for Dr. Sachs increased from 40% to 45% of base salary in 2024, reflecting scope/accountability updates; the 2024 plan paid 115% of target on corporate results, with her individual cash incentive at $272,948 .
- Governance features include an independent compensation consultant (Compensia) with no conflicts, a clawback policy, and prohibitions on hedging/short sales; no perquisites in 2024 and no excise tax gross‑ups .
- 2024 say‑on‑pay support at 91% indicates broad shareholder approval of the program design and outcomes .
Investment Implications
- Near‑term equity unlock: PSUs granted in 2023 vest, if earned, in a single tranche in February 2026, which could create a concentrated vesting event and potential selling pressure; change‑in‑control (CIC) treatment accelerates PSUs with R&D milestones deemed achieved and stock price hurdles tied to deal value, elevating CIC‑related alignment and potential payout magnitude .
- Ongoing supply from options: Multiple option grants vest in equal monthly installments over four years, providing a steady stream of exercisable shares that can translate into periodic supply, especially as options approach in‑the‑money territory relative to exercise prices spanning $1.67 to $13.63 .
- Retention and downside protection: Non‑CIC severance includes 12 months’ salary, 9 months’ benefits, pro‑rated target bonus, and 9 months’ acceleration on time‑based equity, offering moderate retention support while limiting acceleration to earned PSUs; CIC terms provide full equity acceleration (with performance conditions), potentially reducing retention risk in a transaction scenario but increasing realized pay sensitivity to deal pricing .
- Alignment and risk controls: Prohibitions on hedging/short sales, the presence of a clawback, and the high at‑risk pay mix for NEOs support alignment; no perquisites and no excise tax gross‑ups are shareholder‑friendly .
- Trading plans: No Section 16 officer adopted/terminated a Rule 10b5‑1 plan in Q3’25, suggesting limited pre‑programmed selling cadence during that quarter; monitor future filings for any new plans as PSU vesting nears .
Appendix: Additional Context
- NEO status and age roster confirms Dr. Sachs as a named executive officer (CMO), age 50, alongside other senior leaders .
- Beneficial ownership for Dr. Sachs is 1,051,434 shares (<1%) out of 113,856,454 shares outstanding as of April 14, 2025; beneficial ownership includes shares acquirable within 60 days .
- Compensation Committee members: Arlene M. Morris (Chair), Chris Cain, Ph.D., and Todd Shegog .
- Pay‑versus‑performance analysis emphasizes the linkage between equity values and stock price, with TSR and stock price disclosed for 2022–2024 .