John Green
About John Green
John Green, age 44, is Chief Financial Officer (principal financial and accounting officer) of Cogent Biosciences (COGT) and has served as CFO since July 2020. He is a Chartered Professional Accountant with a B.S. in Chemistry and Biology from Acadia University, and previously held senior finance roles at Merrimack Pharmaceuticals, Fractyl Laboratories, and Dicerna Pharmaceuticals . Company performance context during his tenure includes 2024 business milestones (completion of enrollment in three registrational bezuclastinib trials, advancement of FGFR2/ErbB2/PI3Ka research programs, and a $213.3M net private placement), and Pay vs. Performance disclosures showing 2024 cumulative TSR value of $90.91 (from a $100 base), stock price $7.80 at 12/31/2024, and net loss of $(255.9)M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Cogent Biosciences (formerly Unum Therapeutics) | VP Finance & Controller | 2018–Jun 2020 | Built controllership and reporting functions ahead of promotion to CFO . |
| Merrimack Pharmaceuticals (MACK) | Principal Accounting Officer | Mar 2017–Jun 2018 | Led public company accounting and SEC reporting . |
| Fractyl Laboratories | Controller | Nov 2015–Mar 2017 | Led private medtech controllership and financial operations . |
| Dicerna Pharmaceuticals (DRNA) | Director of Accounting | Jun 2014–Nov 2015 | Directed accounting at a public biotech . |
| Corporate Finance Group | Senior Manager | Nov 2013–Jun 2014 | Finance advisory role . |
| PwC | Assurance Manager | 2008–Sep 2013 | Audited life sciences clients; foundation for SEC/GAAP rigor . |
External Roles
No public company directorships or external board roles for John Green were disclosed in the latest proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $471,178 | $490,025 |
| Target bonus (% of base) | 40% | 40% |
| Actual annual bonus ($) | — | $225,412 (115% of target based on corporate goals) |
| Perquisites | None disclosed for NEOs in 2024 | None disclosed for NEOs in 2024 |
Performance Compensation
Annual bonus plan (2024)
| Performance category | Weighting | Target payout | Actual payout |
|---|---|---|---|
| Complete enrollment of bezuclastinib registrational trials | 60% | 100% | Contributed to overall 115% company achievement |
| Advance research and discovery programs | 30% | 100% | Contributed to overall 115% company achievement |
| Strengthen balance sheet/cash runway | 10% | 100% | Contributed to overall 115% company achievement |
| Overall company result | 100% | 100% | 115% payout factor |
| Executive | 2024 target bonus ($) | 2024 actual bonus ($) | Payout vs target |
|---|---|---|---|
| John Green (CFO) | $196,010 (40% of base) | $225,412 | 115% |
Long-term incentives
- 2023 PSU program (one-time, 3-year performance period ending Feb 2026): John Green target 150,000 PSUs (max 300,000) with vesting based on stock price hurdles and/or R&D milestones; any earned PSUs vest in a single tranche in Feb 2026 (subject to continuous employment). In a change-in-control during the period, PSU vesting is based on deal price up to max; on certain terminations, earned PSUs accelerate and unearned are forfeited .
- 2024 annual option grant: On Jan 23, 2024 John Green received 300,000 stock options at a $4.63 exercise price, vesting monthly over 4 years; grant-date fair value $1,018,530 .
| Grant type | Grant date | Shares/units | Exercise price | Vesting | Term/Fair value |
|---|---|---|---|---|---|
| Stock options | 1/23/2024 | 300,000 | $4.63 | Monthly over 4 years | 10-year term; $1,018,530 fair value |
| PSUs (2023 program) | 6/7/2023 | 150,000 target; 300,000 max | — | Performance period through Feb 2026; single-tranche vest if earned | Earnout tied to stock price/R&D milestones |
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Beneficial ownership (as of 4/14/2025) | 985,179 shares (includes 3,841 shares + 981,338 options exercisable within 60 days); <1% of outstanding . |
| Stock ownership guidelines | No executive ownership multiple was disclosed . |
| Hedging/derivatives policy | Hedging and short sales are expressly prohibited by insider trading policy . |
| Pledging | No pledges disclosed for John Green in beneficial ownership table . |
| Vested vs. unvested (12/31/2024 snapshot) | Multiple option grants outstanding with portions exercisable/unexercisable; PSUs (2023) unearned at 150,000 target as of year-end . |
| In/Out of the money context | Key option strikes include $11.56 (10/13/2020), $10.17 (2/10/2021), $7.60 (1/25/2022), $13.63 (2/13/2023) and $4.63 (1/23/2024). With stock at $7.80 on 12/31/2024, the 2024 grant ($4.63) is in-the-money; several earlier grants are at/above market . |
Selected outstanding awards at 12/31/2024 (John Green)
| Grant date | Exercisable options (#) | Unexercisable options (#) | Exercise price | Notes |
|---|---|---|---|---|
| 5/7/2020 | 27,867 | — | $1.67 | 10-year term. |
| 10/13/2020 | 173,925 | — | $11.56 | 10-year term. |
| 2/10/2021 | 366,128 | 15,918 | $10.17 | Monthly vesting remainder. |
| 1/25/2022 | 164,063 | 60,937 | $7.60 | Monthly vesting remainder. |
| 2/13/2023 | 68,750 | 81,250 | $13.63 | Monthly vesting remainder. |
| 6/7/2023 (PSUs) | — | — | — | 150,000 target PSUs unearned at YE24 . |
| 1/23/2024 | 68,750 | 231,250 | $4.63 | Monthly vesting over 4 years. |
Employment Terms
- At-will employment; current terms summarized in 2025 proxy .
- Severance (non-change-in-control): If terminated without cause or for good reason, cash severance equal to 12 months base salary; COBRA-equivalent premiums for 9 months; pro-rated target bonus for year of termination; equity acceleration for time-based options equivalent to 9 months additional vesting; any PSUs earned prior to termination accelerate; other vested benefits standard .
- Double-trigger change-in-control (termination within 12 months following CIC): 12 months base salary; 100% of target annual bonus; COBRA-equivalent premiums for 12 months; full acceleration of all equity awards (performance awards accelerate only to the extent goals are achieved; for PSUs, all R&D milestones deemed achieved, and stock price hurdle treatment depends on per-share deal value) .
- Clawback: Policy adopted Oct 2023 compliant with Nasdaq Rule 5608; applies to incentive-based compensation for 3 fiscal years preceding any required restatement .
- Hedging/derivatives: Prohibited (short sales, puts/calls, economic hedges) .
- Non-compete/non-solicit: Not specifically disclosed in the proxy summary for executives; agreements referenced but terms not detailed in proxy .
Insider Trading And Vesting Pressure
| Date (filed) | Transaction | Shares/Units | Price | Note |
|---|---|---|---|---|
| 1/25/2024 | Option grant (Form 4) | 300,000 options | $4.63 exercise | Monthly vesting over 4 years; reported as award on 1/23/2024 . |
- Review of recent filings indicates option awards and no disclosed open-market sales for John Green in 2024 in the Form 4s reviewed; monitor for potential selling pressure as 2024 grant vests monthly and PSUs, if earned, vest in Feb 2026 (single tranche) .
Say-on-Pay, Peer Group, Governance Signals
- Say-on-pay support: 91% approval at 2024 AGM, no program changes made as a result .
- Compensation consultant: Compensia engaged; no conflicts identified .
- Compensation peer group: Clinical-stage biopharmas (e.g., Arcus, Allogene, Arvinas, Blueprint, Relay, SpringWorks, Syndax, Xencor, etc.) used to target ~50th percentile pay opportunity .
- Best practices: No perquisites in 2024; clawback policy; no hedging; no excise tax gross-ups .
Performance & Track Record Highlights
- 2024–2025 operational milestones: Completed enrollment ahead of schedule in Phase 3 PEAK (GIST) and Phase 2 SUMMIT (non-advanced SM); APEX Part 2 enrollment completed Q1’25; multiple positive data presentations; initiated FGFR2 Ph1 and IND-enabling for ErbB2/PI3Ka; added KRAS program .
- Financing: Feb 2024 oversubscribed private placement with ~$213.3M net proceeds, extending cash runway into late 2026 .
- Pay vs. Performance (company-level): 2024 cumulative TSR $90.91; stock price $7.80 at 12/31/2024; net loss $(255.9)M, per required disclosure .
Compensation Structure Analysis
- Shift/Design: 2023 introduced one-time PSUs (0–200% payout potential) to align leadership with stock price and R&D execution through Feb 2026; 2024 returned to options at ~50th percentile of peers with no new PSUs for existing NEOs .
- Cash vs equity mix: CFO 2024 total included $490,025 base, $225,412 bonus (115% factor), and $1,018,530 in option grant fair value, emphasizing at-risk equity .
- Annual bonus rigor: Weighted to pivotal clinical enrollments and balance sheet strength; paid at 115% on corporate goal achievement .
- Red flags: No repricing disclosed; no tax gross-ups; clawback in place; hedging prohibited .
Related Party Transactions (context)
- 2024 private placement involved several >5% holders (including Fairmount) with registration rights; Board members affiliated with Fairmount disclosed as related parties in the transaction table .
Multi-Year Compensation Summary (CFO)
| Year | Salary ($) | Bonus ($) | Option Awards ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 490,025 | 225,412 | 1,018,530 | — | 13,800 | 1,747,767 |
| 2023 | — | — | — | — | — | — |
| 2022 | — | — | — | — | — | — |
Note: Table above shows values disclosed for 2024; prior-year CFO line-items are not presented in the 2025 proxy’s Summary Compensation Table for Mr. Green (only 2024 is shown for him) .
Investment Implications
- Alignment and retention: The 2023 PSU program introduces a binary(ish) vest in Feb 2026 tied to stock price/R&D milestones, creating strong alignment but also a potential “cliff” for retention and post-vesting sale pressure if earned. The 2024 300k option grant vests monthly, smoothing ongoing retention but becoming increasingly in-the-money if shares remain above $4.63 .
- Selling pressure windows: Watch 10b5-1 plans and liquidity around monthly option vesting and especially Q1 2026 if PSUs vest; insider policy prohibits hedging, but no pledges disclosed, reducing forced-sale risk .
- Change-in-control economics: Double-trigger CIC with 12 months salary + 100% target bonus and full equity acceleration (with specified PSU treatment) is moderate for a CFO and generally shareholder-aligned; would accelerate PSU R&D milestones and tie stock-price hurdles to deal price .
- Pay-for-performance: Annual cash tied to key clinical and financing milestones (paid at 115% for 2024), with long-term weight on equity; say-on-pay support (91%) and peer benchmarking to the 50th percentile mitigate inflation risk while keeping competitiveness .