Karen Ferrante

About Karen Ferrante, M.D.

Independent director of Cogent Biosciences (COGT), age 67, serving since February 2018. Medical oncologist with senior R&D leadership roles at Tokai/Eledon, Millennium/Takeda, and earlier roles at Pfizer and Bristol‑Myers Squibb; currently a director at MacroGenics. Education: M.D., Georgetown University; B.S. Chemistry & Biology, Providence College .

Past Roles

External Roles

Board Governance

• Board classification: Classified/staggered board (three classes; Ferrante is Class I, up for term expiring at 2028 AGM) .
• Independence: Board determined Ferrante is independent under Nasdaq rules; all audit and compensation committee members meet heightened independence criteria .
• Committee assignments and 2024 meeting cadence:

  Committee	Role	2024 Meetings
  Nominating & Corporate Governance	Chair	4
  Science & Technology (“Science Committee”)	Member	4

• Attendance: In 2024, each director attended at least 75% of Board and relevant committee meetings; Board met 7 times; all directors attended the 2024 AGM .
• Board leadership: Independent Chairman (Peter Harwin); CEO separate; independent directors hold executive sessions at every regular meeting .
• Director time commitments: Policy limits service to ≤5 public company boards; monitored annually by Nominating Committee .

Fixed Compensation

• Director fee schedule (program reviewed Jan 2025; target 50th percentile vs peers):

  Component	Amount ($)
  Board annual cash retainer (non‑employee director)	45,000
  Nominating Committee Chair	10,000
  Science Committee Member	7,500

• FY2024 Ferrante compensation:

  Metric	FY2024
  Fees Earned or Paid in Cash ($)	62,500
  Option Awards ($) (grant‑date fair value, ASC 718)	289,562
  Total ($)	352,062

• Election of fees in equity: Ferrante elected to receive cash compensation in the form of fully vested options; such options expire 10 years from grant .

Performance Compensation

• Equity grants to directors (structure):

  Element	Terms
  Initial Option Grant (new director)	89,400 options; vests monthly over 3 years; service‑based
  Annual Option Grant (continuing director)	44,700 options; vests in full upon earlier of 1‑year anniversary or next AGM; service‑based
  Fee‑for‑equity election	Unrestricted shares equal to fees OR fully vested options valued via Black‑Scholes; options expire in 10 years

• Performance metrics: None disclosed for director compensation (awards are service‑based; no revenue/EBITDA/TSR targets for directors) .

Other Directorships & Interlocks

• Related‑party exposure at COGT: 2024 private placement involved Fairmount‑affiliated directors (Cain, Harwin) and several >5% holders; no transaction disclosed involving Ferrante personally .

Expertise & Qualifications

• Medical oncologist; extensive leadership in oncology R&D and clinical development (CMO/Therapeutic Area Head) .
• Public board governance in multiple biotechs, including current MacroGenics directorship .
• Education: M.D. Georgetown; B.S. Providence College .

Equity Ownership

• Directors’ outstanding options at 12/31/2024: Ferrante held 262,770 options outstanding (company‑wide director counts shown) .
• Hedging/derivatives prohibited: Insider trading policy bans short sales, purchases/sales of puts/calls/derivatives, and hedging transactions; notes risks of margin accounts/pledging collateral; policy text does not explicitly state a pledging ban .

Governance Assessment

• Strengths:

  • Independent, long‑tenured director with deep oncology development expertise and current external board experience (MacroGenics) relevant to COGT’s focus .
  • Chairs Nominating Committee; consistent attendance ≥75% and active committee cadence (Nominating 4; Science 4 meetings) supports engagement .
  • Compensation alignment: Majority of director pay in equity options; Ferrante elected to take cash fees in options, increasing “skin‑in‑the‑game” and long‑term alignment (options fully vested for fee elections; annual grant vests by next AGM) .
  • Board independence and regular executive sessions under an independent Chair bolster oversight .
  • Insider trading policy prohibits hedging/derivatives—positive alignment signal .

• Watch‑items / RED FLAGS:

  • Classified/staggered board structure can reduce accountability and entrench directors; Ferrante’s Class I term extends to 2028 AGM .
  • Administrative late Form 4 filing (single transaction) reported for Ferrante and others in 2024 (due to administrative error)—minor compliance lapse to monitor .
  • Policy highlights risk of pledging/margin but does not explicitly prohibit pledging; investor preference often favors explicit bans; consider engaging the company on formal pledging restrictions .

• Compensation process and benchmarking:

  • Non‑employee director program targeted to 50th percentile of peer companies; reviewed January 2025; no changes deemed necessary—suggests compensation discipline without inflationary drift .
  • Compensation Committee uses an independent compensation consultant and Board approval process for CEO/Board grants—supports governance quality in pay decisions .

• Capacity oversight:

  • Director time commitment limits (≤5 public boards) in governance guidelines; Ferrante’s disclosed roles appear within limits; monitored annually by Nominating Committee .