Yuval Cohen
Corbus Pharmaceuticals HoldingsAbout Yuval Cohen
Yuval Cohen, Ph.D., age 50, has served as Chief Executive Officer and as a director of Corbus Pharmaceuticals Holdings, Inc. since April 11, 2014. He holds a BSc (Hons) in microbiology and biochemistry from the University of Cape Town and a Ph.D., summa cum laude, from the Curie Institute of Cancer Research in Paris and the University of Paris V; prior to Corbus, he was President and co‑founder of Celsus Therapeutics PLC . As CEO, his pay is equity-heavy and aligned with stock performance: compensation actually paid to the PEO moved in direction with changes in TSR, which rose from $8.88 to $31.47 for a hypothetical $100 investment over 2022–2024 while the company reported net losses of $42.3M–$40.2M and does not generate product revenue . The Board separates the CEO and Chairman roles, with Cohen not independent and not serving on Board committees, mitigating dual‑role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Celsus Therapeutics PLC | President & Co‑founder | Not disclosed | Leadership in biopharma; foundation for CEO role at Corbus |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed for Yuval Cohen | — | — | — |
Board Service and Governance
- Board service: Director since 2014; CEO; not independent; does not chair committees .
- Board leadership: Roles of CEO and Chairman separated (Chairman: Alan Holmer), enhancing independent oversight .
- Committees: Audit (Chair: Winston Kung), Compensation (Chair: John Jenkins), Nominating & Corporate Governance (Chair: Rachelle Jacques); Cohen is not listed as a member on any committee .
- Attendance: Board met 5 times in 2024; all directors attended at least 75% of meetings; Cohen attended the 2024 annual meeting of stockholders .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $598,850 | $621,883 |
| Target Bonus (% of Base) | 60% | 60% (unchanged) |
| Actual Bonus Paid ($) | $283,855 | $380,868 |
Employment agreement: Cohen 2024 Agreement effective 4/10/2024 for two years (expires 4/10/2026); base salary set at $622,804; CiC lookback extended to 6 months pre‑close, other terms unchanged vs 2022 agreement .
Performance Compensation
| Incentive | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate and individual performance metrics | Not disclosed | Not disclosed | $380,868 paid | Cash; annual |
| Annual Cash Bonus (2023) | Corporate and individual performance metrics | Not disclosed | Not disclosed | $283,855 paid | Cash; annual |
| RSU Grant (2/12/2024) | Time‑based | — | — | Grant date fair value $1,700,781 | 4 equal annual installments starting 2/12/2024 |
| Option Grant (2/12/2024) | Time‑based | — | — | Grant date fair value $1,518,871 | 25% on 2/12/2025; remaining 75% monthly over 36 months from 3/12/2025 |
Notes:
- No PSUs or explicit performance‑vesting equity awards disclosed; equity is time‑based (RSUs and options) .
- Pay-versus-performance table indicates equity values drive “compensation actually paid” and are directionally aligned with TSR .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 233,936 shares (includes options exercisable within 60 days) → 1.9% of outstanding shares |
| Shares Outstanding Base | 12,232,228 shares as of 3/21/2025 (record date) |
| Options Exercisable ≤60 Days | 219,310 shares |
| Unvested RSUs (as of 12/31/2024) | 73,947 units; market value $872,575 at $11.80 closing price |
| 2024 Option Grant (unexercisable) | 73,947 options @ $23.00; expire 2/12/2034; 25% vest 2/12/2025 then monthly over 36 months |
| Anti‑hedging | Hedging and monetization transactions prohibited under Insider Trading Policy |
| Pledging | No pledging policy or pledges disclosed |
| Ownership Guidelines | Not disclosed |
Upcoming vesting and potential selling pressure:
- 25% of 2024 options vest on 2/12/2025; remaining 75% vests monthly through 2028, increasing potential liquidity windows .
Employment Terms
| Term | Key Provisions |
|---|---|
| Current Agreement | Cohen 2024 Agreement; effective 4/10/2024–4/10/2026; base salary $622,804; CiC lookback extended to 6 months pre‑close |
| Bonus Target | Up to 60% of base salary; Board discretion based on individual and company performance |
| Non‑Compete | During employment + 6 months post‑termination (with severance); applies to Board‑approved release/covenants |
| Non‑Solicit | During employment + 12 months post‑termination |
| Severance (Non‑CiC) | 12 months base salary; up to 12 months COBRA reimbursement; potential pro‑rated bonus; subject to release and covenants |
| Severance (CiC; Double Trigger) | Terminated without cause or for good reason within 6 months before or 12 months after CiC: 24 months COBRA reimbursement; accelerated vesting of all equity awards; current year bonus at 2× target; subject to release and covenants |
| 280G Excise | Cut‑back to avoid excise tax if beneficial after tax; no gross‑up |
Pay Versus Performance Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| PEO Summary Compensation Total ($) | $1,442,841 | $1,137,622 | $4,245,438 |
| Compensation Actually Paid to PEO ($) | $406,588 | $1,355,540 | $4,068,073 |
| TSR (value of initial $100) | $8.88 | $16.11 | $31.47 |
| Net Loss ($000s) | $(42,347) | $(44,604) | $(40,209) |
Note: Corbus states it has not generated product revenue; net income is not a metric used in NEO pay decisions given stage of business .
Related Party, Compliance, and Risk Indicators
- Related party transactions: None identified beyond standard compensation .
- Section 16 compliance: All reports filed timely for 2024 .
- Litigation/indemnification: No pending litigation requiring indemnification; standard D&O indemnification in place .
- Insider Trading Policy filed with 2024 10‑K; anti‑hedging policy in effect .
Director Compensation (context for dual‑role)
- Non‑employee directors receive cash retainers and annual equity; Cohen, as CEO, is not in the non‑employee director compensation table and does not receive separate director fees .
- Committee chairs: Audit ($20k), Compensation ($15k), Nominating ($10k); Board chair adds $30k; non‑chair committee members receive smaller retainers .
Performance Compensation Detail: Equity Award Inventory (as of 12/31/2024)
| Award | Shares/Units | Strike | Expiration | Vesting |
|---|---|---|---|---|
| RSUs (granted 2/12/2024) | 73,947 | — | — | 4 equal annual installments beginning 2/12/2024 |
| Options (granted 2/12/2024) | 73,947 (unexercisable) | $23.00 | 2/12/2034 | 25% on 2/12/2025; 75% monthly over 36 months from 3/12/2025 |
| Earlier options (selected) | 13,816/35,923 unexercisable (2/13/2023 grant) | $4.26 | 2/13/2033 | 25% on 2/13/2024; 75% monthly over 36 months from 3/13/2024 |
Note: Cohen also holds numerous fully vested/exercisable legacy option series dating back to 2016–2022 with strikes $42.00–$77.40–$271.50 and expirations 2026–2032; see proxy for full inventory .
Investment Implications
- Pay‑for‑performance alignment: Cohen’s compensation is significantly equity‑based (2024 equity grant fair value ~$3.22M), and “compensation actually paid” tracks TSR; however, lack of disclosed quantitative bonus metrics reduces transparency around pay outcomes .
- Near‑term supply risk: 25% of the 2024 option grant vests on 2/12/2025, with remaining monthly vesting through 2028, increasing potential selling/exercise windows; RSUs continue annual vesting, incrementally adding float unless retained .
- Retention/transaction economics: Double‑trigger CiC protection with 2× target bonus and full equity acceleration plus 24 months COBRA indicates strong retention incentives but could elevate deal‑related costs; 280G cutback reduces gross‑up risk .
- Governance mitigants: Separation of Chair and CEO roles, fully independent committees and anti‑hedging policy support investor alignment; no pledging or related‑party transactions disclosed, and Section 16 compliance appears robust .
- Performance context: Company remains pre‑revenue with continued net losses; equity‑linked incentives make management sensitive to stock outcomes as pipeline progresses, but investors should monitor clarity of annual bonus scorecards and any shift toward performance‑vesting equity to strengthen pay‑outcome discipline .