John Robinson
About John Robinson
John Robinson, Ph.D., is Chief Scientific Officer (CSO) of Cogent Biosciences (COGT), age 51 as of April 22, 2025; he has served as CSO since April 2021 and has over 20 years of small molecule drug discovery experience . He holds a B.S. in Biochemistry from Indiana University of Pennsylvania and a Ph.D. in Synthetic Organic Chemistry from the University of Delaware . Company performance context during his tenure shows total shareholder return (TSR) values of 134.73 (2022), 68.53 (2023), and 90.91 (2024), with year-end stock prices of $11.56 (2022), $5.88 (2023), and $7.80 (2024) and net losses of $140.2M, $192.4M, and $255.9M, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer Boulder Research and Development | Vice President of Medicinal Chemistry | Jul 2019 – Mar 2021 | Led medicinal chemistry small molecule research team |
| Array BioPharma Inc. | Executive Director and Head of Chemistry; prior scientific/leadership roles | Dec 2002 – Jul 2019 | Led chemistry organization; senior scientific leadership in small molecule discovery |
External Roles
- No public company directorships or external board roles disclosed in the proxy biographies .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $454,178 | $491,130 | $510,775 |
| Target Bonus (% of Base) | — | 40% | 45% |
| Non-Equity Incentive Plan Compensation ($) | — | — | $264,326 |
| Bonus ($) | $167,348 | $245,565 | — |
| Option Awards ($) | $1,235,425 | $1,512,416 | $1,018,530 |
| Stock Awards ($) | — | $713,600 | — |
| All Other Compensation ($) | $12,200 | $13,200 | $13,800 |
| Total ($) | $1,869,151 | $2,975,911 | $1,807,431 |
Performance Compensation
Annual Cash Bonus — FY2024
| Metric | Weighting | Target Definition | Actual | Payout |
|---|---|---|---|---|
| Advance research and discovery programs | 30% | Threshold 70%; Target 100%; Upside 130% payout curve | Included in overall assessment | Contributed to overall 115% payout |
| Complete enrollment of bezuclastinib registrational trials | 60% | Threshold 70%; Target 100%; Upside 130% payout curve | Included in overall assessment | Contributed to overall 115% payout |
| Strengthen balance sheet and maintain runway through clinical readouts | 10% | Threshold 70%; Target 100%; Upside 130% payout curve | Included in overall assessment | Contributed to overall 115% payout |
| Overall payout | — | — | 115% achieved | John Robinson earned $264,326 |
PSU Program — One-time grant (2023–2026)
| Attribute | Details |
|---|---|
| Target PSUs | 160,000 shares |
| Maximum PSUs | 320,000 shares |
| Performance Metrics | Stock price hurdles and/or R&D milestones |
| Performance Period End | February 2026 |
| Vesting | Single tranche in February 2026, subject to continued employment |
| Termination (without cause/for good reason) | PSUs earned before termination accelerate; remainder forfeited |
| Change in Control | Acceleration based on transaction per-share price, up to maximum; if terminated within 12 months post-CIC, all equity accelerates per employment agreement, PSUs R&D milestones deemed achieved, stock price hurdles depend on CIC value |
Option Awards — Grants and Terms
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting |
|---|---|---|---|---|---|
| 3/31/2021 | 468,750 | 31,250 | $8.78 | 3/30/2031 | Options vest monthly over 4 years |
| 1/25/2022 | 182,292 | 67,708 | $7.60 | 1/24/2032 | Options vest monthly over 4 years |
| 2/13/2023 | 73,333 | 86,667 | $13.63 | 2/12/2033 | Options vest monthly over 4 years |
| 1/23/2024 | 68,750 | 231,250 | $4.63 | 1/22/2034 | Options vest monthly over 4 years |
| 2024 Plan-Based Award (grant detail) | — | 300,000 options | $4.63 | — | Annual grant; vest monthly over 4 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Apr 14, 2025) | 924,166 shares; less than 1% of shares outstanding |
| Composition | Consists entirely of shares underlying options exercisable within 60 days |
| PSUs (Unearned, at target) | 160,000 shares; market/payout value $1,248,000 at $7.80 closing price on 12/31/2024 |
- Insider trading policy prohibits short sales, derivatives, and hedging transactions; policy highlights risks of margin accounts or pledging, though pledging is not expressly prohibited; no pledging by Robinson is disclosed .
- Clawback policy adopted Oct 2023 applies to incentive-based compensation for prior three fiscal years in event of a restatement .
Employment Terms
| Scenario (as of 12/31/2024; stock $7.80) | Base Salary ($) | Healthcare ($) | Bonus ($) | Option Awards ($) | PSUs ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary termination (without cause/for good reason), not in connection with CIC | 510,775 | 11,764 | 229,849 | 894,816 | 416,000 | 2,063,204 |
| Involuntary termination in connection with CIC | 510,775 | 15,685 | 229,849 | 2,127,560 | 624,000 | 3,507,869 |
| Change in Control (no termination) | — | — | — | — | 624,000 | 624,000 |
- Contract mechanics: If terminated without cause/for good reason, severance includes 12 months base salary, 9 months benefits, pro-rated current year target bonus, and acceleration of time-based equity equal to 9 months plus acceleration of earned PSUs; within 12 months following a CIC, severance includes 12 months base salary, 100% current year target bonus, 12 months benefits, and acceleration of all equity (PSUs milestones deemed achieved; stock price hurdle treatment depends on CIC price) .
Investment Implications
- Pay-for-performance alignment is high: 2024 compensation was dominated by equity ($1,018,530 in options vs. $510,775 salary), and the annual bonus was tied to clinical execution and balance sheet goals with a 115% payout, signaling operational progress in 2024 .
- Retention anchored to Feb 2026: One-time PSUs vest in a single tranche at the end of the performance period, creating a strong retention tether through pivotal milestones and stock price hurdles; earned PSUs accelerate upon qualifying termination, while CIC can accelerate vesting based on transaction price .
- Ownership is primarily option-based and under 1% of shares outstanding, indicating upside alignment via equity but limited outright share ownership; no pledging or hedging is permitted by policy, reducing misalignment risk .
- Change-in-control economics use a double trigger for severance and broad equity acceleration, with PSU treatment tied to CIC value—this structure aligns incentives with strategic outcomes (e.g., sale or partnership) and could reduce retention risk in a transaction scenario .
- Governance safeguards include a clawback policy and no excise tax gross-ups; the Compensation Committee uses independent consultant Compensia and benchmarks to peer medians, supporting disciplined pay design amid clinical-stage risk .