Peter Harwin
About Peter Harwin
Independent Chairman of the Board at Cogent Biosciences since July 2020; age 39 as of April 22, 2025. Managing Member and co‑founder of Fairmount Funds (April 2016–present), formerly on the investment team at Boxer Capital. Current public company directorships include Apogee Therapeutics (APGE), Spyre Therapeutics (SYRE), and Oruka Therapeutics (ORKA); previously served on Viridian Therapeutics (VRDN) through March 2025. Education: BBA, Emory University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fairmount Funds Management LLC | Managing Member, Co‑founder | Apr 2016–present | Healthcare investment firm; one of COGT’s largest shareholders via affiliated funds |
| Boxer Capital (Tavistock Group) | Investment team member | Prior to Apr 2016 (dates not disclosed) | Biotech investment experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Apogee Therapeutics, Inc. (Nasdaq: APGE) | Director | Current | Public company board |
| Spyre Therapeutics, Inc. (Nasdaq: SYRE) | Director | Current | Public company board |
| Oruka Therapeutics, Inc. (Nasdaq: ORKA) | Director | Current | Public company board |
| Paragon Therapeutics, Inc. | Director | Current | Private company board |
| Crescent Biopharma | Director | Current | Private company board |
| Viridian Therapeutics, Inc. (Nasdaq: VRDN) | Director | Oct 2020–Mar 2025 | Prior public board; stepped down Mar 2025 |
Board Governance
- Role: Independent Chairman; CEO and Chair roles are separated. Independent directors meet in executive session at every regular Board meeting .
- Independence: Board determined all non‑employee directors (including Harwin) are independent under Nasdaq rules; audit and compensation committee members meet heightened independence standards .
- Committees and 2024 meetings: Audit (4), Compensation (6), Nominating (4), Science (4). Harwin is a member of the Nominating and Science committees (not a chair) .
- Attendance: Board met 7 times in 2024; each current director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Time‑commitment policy: Directors generally limited to ≤5 public company boards; Chair of Nominating oversees compliance. Harwin’s current public directorships (COGT, APGE, SYRE, ORKA) are within policy .
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Board annual cash retainer | $45,000 | Standard non‑employee director retainer |
| Additional retainer – Non‑Executive Chairman | $35,000 | Chair premium |
| Nominating Committee (member) | $5,000 | Non‑chair member fee |
| Science & Technology Committee (member) | $7,500 | Non‑chair member fee |
| Total fees earned in cash (FY2024) | $92,500 | Sum of components above |
| Option awards (grant‑date fair value, FY2024) | $289,562 | Annual director option grant; directors generally receive 44,700 options vesting by the next annual meeting |
- Election alternatives: Directors may elect to receive all/part of retainers in unrestricted shares or fully‑vested options; options expire after 10 years .
- Fairmount arrangement: For Harwin, all or part of director fees are remitted directly to Fairmount; he is obligated to turn over any net cash or stock from options; he disclaims beneficial ownership of options and underlying shares .
Performance Compensation
- No performance‑based cash or equity disclosed for directors; director equity awards vest time‑based (initial 89,400‑share options for new directors vest monthly over 3 years; continuing directors typically receive 44,700 options vesting by next annual meeting) .
Other Directorships & Interlocks
| Entity | Relationship to COGT | Interlock/Conflict Note |
|---|---|---|
| Fairmount Funds | ~9.90% beneficial owner (incl. convertible preferred); Harwin is Managing Member | Related‑party exposure via 2024 private placement; Harwin and fellow director Chris Cain are Fairmount affiliates |
| 2024 Private Placement Purchasers | Seven became >5% holders; Fairmount bought 1,166,666 common and 1,500 Series B preferred; registration rights granted | Standard RRA; highlights concentrated holder influence; Fairmount board representation (Harwin, Cain) |
| Viridian Therapeutics | Harwin prior director to Mar 2025; Cain currently serves on VRDN board | Network ties across biotech boards and investor affiliates |
Expertise & Qualifications
- Healthcare investment, board governance, capital markets, and biotech portfolio strategy; Managing Member at a major healthcare fund .
- Education: Bachelor of Business Administration, Emory University .
- Board qualifications emphasized by COGT: leadership, financial literacy across committees; Harwin contributes to Nominating and Science oversight .
Equity Ownership
| Holder | Beneficial Ownership | % Outstanding | Notes |
|---|---|---|---|
| Peter Harwin | 179,265 (options exercisable within 60 days) | <1% | Held for Fairmount funds; obligated to remit economic benefits; disclaims beneficial ownership |
| Fairmount Funds affiliates | 11,825,641 | 9.90% | Includes common and Series A preferred (beneficial ownership cap limits additional conversion) |
- Hedging/pledging: Company policy prohibits short sales, derivatives, and hedging by directors; margin/pledging discouraged to avoid forced sales during blackout or MNPI periods .
Compensation Committee Analysis
- Composition (2024): Arlene M. Morris (Chair), Chris Cain, Ph.D., Todd Shegog; no interlocks with COGT executives in prior 3 years; none of the members were COGT officers/employees .
- Independent consultant: Compensia engaged; determined independent with no conflicts; peer benchmarking at ~50th percentile; no director program changes in Jan 2025 .
- Governance practices: Clawback policy (Rule 10D‑1/Nasdaq 5608) for executive incentive comp; no hedging; no excise tax gross‑ups .
Governance Assessment
- Positives:
- Independent Chairman separating leadership from management; regular executive sessions strengthen oversight .
- Active committee participation (Nominating, Science) and full‑Board independence with robust meeting cadence; attendance ≥75% in 2024 and participation in annual meeting .
- Transparent, market‑aligned director compensation with option‑heavy mix supporting long‑term alignment .
- Watch items / potential conflicts:
- Fairmount affiliation: significant holder (9.90%) with two board representatives (Harwin, Cain); Fairmount participated in 2024 private placement with registration rights—monitor related‑party dynamics, information flows, and any future transactions for alignment and fairness .
- Economic benefits from Harwin’s board compensation flow to Fairmount; Harwin disclaims beneficial ownership—can dilute direct “skin‑in‑the‑game” optics for Harwin personally .
- Section 16 filing timeliness: one late Form 4 due to administrative error for Harwin and certain directors in 2024—minor process red flag to monitor .
- Shareholder sentiment:
- Strong say‑on‑pay support (91% in 2024), indicating investor confidence in overall compensation governance .