Todd Shegog
About Todd Shegog
Independent director since February 2021; age 60. Veteran biotech CFO with >25 years in finance, operations, corporate strategy, and compliance. He is Cogent’s Audit Committee Chair and qualifies as an “audit committee financial expert.” Education: B.S. in Electrical Engineering (Lafayette College) and M.B.A. (Carnegie Mellon Tepper). Independence: the Board determined all non‑employee directors, including Mr. Shegog, are independent under Nasdaq rules. Board met seven times in 2024; each current director attended at least 75% of Board/committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forma Therapeutics (acquired by Novo Nordisk) | SVP & Chief Financial Officer | Sep 2019 – Oct 2022 | Led finance; oversaw acquisition transition; deep SEC/biotech finance experience |
| Synlogic (Nasdaq: SYBX) | Chief Financial Officer | Sep 2016 – Sep 2019 | Directed financial strategy, facilities, and IT |
| Forum Pharmaceuticals | SVP & Chief Financial Officer | Apr 2014 – Aug 2016 | Finance, operations, and IS oversight |
| Millennium Pharmaceuticals (now Takeda Oncology) | Chief Financial Officer | 1998 – 2014 | Corporate planning, reporting, compliance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed for Mr. Shegog |
Board Governance
- Board/Committee roles: Audit Committee Chair; Compensation Committee member. Not on Nominating or Science Committees. He is designated an “audit committee financial expert.”
- Committee meeting cadence (2024): Audit (4), Compensation (6), Nominating (4), Science (4); Board met seven times; all current directors attended ≥75%. Independent Chairman (Peter Harwin); executive sessions at every regular Board meeting without management.
- Independence: All non‑employee directors are independent under Nasdaq; Audit/Compensation members meet enhanced independence standards.
- Audit Committee report: as Chair, Mr. Shegog co‑signed the committee’s report recommending inclusion of audited financials in the 2024 Form 10‑K.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $45,000 | Non‑employee directors |
| Audit Committee Chair retainer | $20,000 | Chair premium |
| Compensation Committee member retainer | $7,500 | Member fee |
| 2024 Cash Fees Earned (Shegog) | $72,500 | Sum of above |
| 2024 Option Awards (Grant‑date FV) | $289,562 | Director annual options; fair value under ASC 718 |
Policy mechanics:
- Directors can elect to receive all/part of cash retainers as unrestricted shares or fully‑vested options (Black‑Scholes valued at grant).
- Initial director grant: options to purchase 89,400 shares, vest monthly over 3 years; annual grant: options to purchase 44,700 shares, vests in full by the earlier of first anniversary or next annual meeting.
Performance Compensation (Director)
| Element | Structure | Metrics/Triggers | Vesting |
|---|---|---|---|
| Annual director equity | Stock options | No performance metrics (time‑based) | Annual grant vests by the earlier of first anniversary or next annual meeting; initial grant vests monthly over 3 years |
| Election of fees into equity | Unrestricted shares or fully‑vested options | No performance metrics | Immediate vesting for options elected in lieu of cash |
Note: Performance‑conditioned awards (e.g., PSUs) apply to executives, not non‑employee directors; none disclosed for directors.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None disclosed for Mr. Shegog |
| Compensation Committee interlocks | Committee states no member has been an officer/employee in prior 3 years; no interlocks reported. Mr. Shegog is a member. |
| Investor‑affiliated directors on Board | Fairmount‑affiliated directors (Cain, Harwin) disclosed; not applicable to Mr. Shegog. |
Expertise & Qualifications
- Financial expert: SEC‑defined “audit committee financial expert”; financially literate under Nasdaq standards.
- Core skills: Biotech finance leadership (Forma, Synlogic, Millennium/Takeda Oncology); SEC reporting, M&A integration, compliance, FP&A.
- Education: B.S. Electrical Engineering (Lafayette); M.B.A. (Carnegie Mellon Tepper).
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 14, 2025) | 172,100 shares (underlying options exercisable within 60 days) | <1% of shares outstanding |
| Outstanding director options (12/31/2024) | 172,100 (Shegog) | From 2024 director comp disclosure |
| Hedging/derivatives policy | Hedging, short sales, and derivatives transactions prohibited; margin/pledge risks addressed in policy | Company’s insider trading policy |
Governance Assessment
Strengths
- Independent Audit Chair with “financial expert” designation; enhances oversight of reporting, controls, and external audit.
- Clear committee structure and cadence; Board met 7 times; all directors ≥75% attendance. Independent Chair and regular executive sessions support independent oversight.
- Director pay aligned via equity options; ability to convert cash fees to equity increases skin‑in‑the‑game.
- Company‑level investor alignment: Say‑on‑Pay support of 91% in 2024 (contextual signal of compensation program credibility).
Watch‑items / potential red flags
- Administrative lapse: one late Form 4 filing for Mr. Shegog (and several directors) noted by the company; low severity but a compliance footnote.
- Investor‑affiliated directors on Board (Fairmount) were involved in a related party private placement; not linked to Shegog but relevant to overall board independence optics.
- Director equity is time‑based options (no performance gates); while equity aligns with shareholders, lack of director‑level performance conditions could be perceived as less rigorous versus PSU‑style designs (common for executives but rarely used for directors).
No related‑party transactions or pledging by Mr. Shegog were disclosed.
Appendix: Reference Tables
Director Compensation – 2024 (Shegog)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash | $72,500 |
| Option Awards (Grant‑date FV) | $289,562 |
| Total | $362,062 |
Board/Committee Meetings – 2024
| Body | Meetings |
|---|---|
| Board of Directors | 7 (plus 3 unanimous written consents) |
| Audit Committee | 4 |
| Compensation Committee | 6 |
| Nominating Committee | 4 |
| Science & Technology Committee | 4 |
Committee Assignments (Shegog)
| Committee | Role |
|---|---|
| Audit | Chair |
| Compensation | Member |
Beneficial Ownership (as of Apr 14, 2025)
| Holder | Beneficially Owned | % |
|---|---|---|
| Todd Shegog | 172,100 (options exercisable within 60 days) | <1% |
Director Pay Policy – Key Terms
- Board retainer $45,000; Audit Chair $20,000; Compensation member $7,500; option to take fees in shares or fully‑vested options.
- Initial option grant 89,400 (3‑year monthly vesting); annual option grant 44,700 (vests by first anniversary/next AGM).
Compliance/Policies
- Hedging/derivatives and short sales prohibited; insider trading policy highlights risks from margin/pledging.
- All non‑employee directors independent under Nasdaq standards; Audit/Compensation Committees meet heightened criteria.
- One late Form 4 for Mr. Shegog (administrative error).