Ronald H.W. Cooper
About Ronald H.W. Cooper
- Age 62; CEO, President, and Director of enGene since July 22, 2024; appointed President on October 21, 2024 . Education: St. Francis Xavier University .
- Background: Former President & CEO of Albireo Pharma (2016–Mar 2023; led Bylvay through three Phase 3 programs, approvals and global launch; took company public and repositioned it as a rare pediatric company), and nearly 30 years at Bristol-Myers Squibb culminating as President, Europe .
- Tenure performance metrics: The proxy enumerates potential plan performance measures (TSR, revenue, earnings, regulatory milestones, etc.), but specific CEO pay metrics/weights for 2024 were not disclosed; 2024 corporate goals included clinical, manufacturing, financing, and organizational objectives; the Compensation Committee determined overall 2024 corporate performance was achieved and paid a cash incentive to Cooper (see below) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Albireo Pharma, Inc. | President & CEO; Director | 2016–Mar 2023 | Took company public; focused strategy on rare pediatrics; guided Bylvay through 3 Phase 3s, regulatory approvals and global launch |
| Albireo Limited | President & CEO; Director | 2015–2016 (CEO); 2015–2021 (Director) | Leadership during formation prior to Albireo Pharma public phase |
| Bristol-Myers Squibb | Various leadership roles; most recently President, Europe | ~30 years; final role pre-2015 | Led multiple successful product launches in Europe |
External Roles
| Organization | Role | Status/Years | Notes |
|---|---|---|---|
| C4 Therapeutics, Inc. (NASDAQ: CCCC) | Chairman of the Board | Current | Concurrent service approved in employment agreement; no separate ENGN board pay |
| Generation Bio Co. (NASDAQ: GBIO) | Director | Current | Concurrent service approved in employment agreement |
| Mass General Brigham Ventures | Advisor | Current (approved) | Listed as an approved advisory role in employment agreement |
Fixed Compensation
| Component | 2024 detail | Notes |
|---|---|---|
| Annual base salary | $700,000 | At‑will; reviewed annually, not decreased |
| FY2024 salary paid (prorated) | $196,951 | Reflects start date July 22, 2024 |
| Target annual bonus | 60% of base salary | Prorated for 2024 |
| 2024 cash incentive paid | $246,960 | Committee determined overall 2024 corporate performance achieved |
| Clawback policy | Board adopted Nov 22, 2023; Nasdaq 5608-compliant restatement clawback | |
| Anti-hedging/pledging | Hedging, shorting, margining prohibited; pledging strongly discouraged; trading subject to blackout windows; Rule 10b5‑1 permitted |
Performance Compensation
- Annual cash incentive framework (2024): Corporate goals in 2024 included detalimogene clinical development, manufacturing, financing activity, and organizational/brand building; specific metric weights/targets were not disclosed. Paid $246,960 cash incentive for 2024 .
- Equity awards (see next section): Large new-hire option intended to drive long-term alignment through multi-year vesting .
Equity Ownership & Alignment
| Item | Detail | Vesting/exercise terms |
|---|---|---|
| New-hire stock option grant | 1,250,000 options granted 7/22/2024; exercise price $8.81; 10-year term to 7/22/2034 | 25% vests on 7/22/2025; remainder vests in equal monthly installments over the following 36 months, subject to continued service |
| Beneficial ownership (as of 4/25/2025) | 80,834 shares beneficially owned (<1% of outstanding) | Includes 10,000 common shares held and 70,834 options exercisable within 60 days |
| Shares outstanding (context) | 51,070,851 outstanding as of 4/29/2025 | — |
| Hedging/pledging | Hedging/margin prohibited; pledging strongly discouraged by policy | Rule 10b5‑1 plans permitted |
Notes on selling pressure and vesting overhang:
- First vest is at the 1-year cliff on 7/22/2025 (25% of 1,250,000), then monthly vesting thereafter through 7/22/2028, moderated by blackout windows and 10b5‑1 plan constraints .
Employment Terms
| Provision | Without Cause / Good Reason | Change in Control (CIC) termination (90 days before to 12 months after CIC) |
|---|---|---|
| Severance cash | 12 months base salary | 18 months base salary + target annual bonus |
| Health benefits | 12 months continuation | 18 months continuation |
| Bonus | Prorated target bonus if termination ≥6 months into the bonus performance period; for Cooper the agreement specifies proration upon termination | Target bonus amount paid |
| Equity vesting | Time-based awards accelerate for the number of shares that would have vested in 12 months post-termination; performance-based awards per their terms | All unvested equity fully vests (time- and performance-based) |
| Non-compete / Non-solicit | While employed and 12 months post-termination; 18 months if CIC termination; scope covers U.S. and Canada within Company’s gene therapy business | |
| 280G treatment | Best-net cutback to avoid excise tax unless better after-tax outcome without reduction | |
| Tax equalization | Company reimburses incremental Canada‑related taxes and PFIC-related U.S. taxes; includes gross-up style indemnification for specified cross‑border scenarios | |
| At-will | Employment is at-will; no fixed term |
Board Governance
- Current Board composition (7 directors): Chair Richard Glickman (independent). Cooper serves as CEO, President, and Director; not independent; no committee assignments. Term expires at 2026 AGM .
- Committees and chairs: Audit (Chair: Zoth), Compensation (Chair: Brunk), Nominating & Corporate Governance (Chair: Glickman) .
- Meeting attendance: In FY2024, no director attended fewer than 75% of Board and committee meetings .
- Director compensation: Employees (including Cooper) receive no additional director pay; non‑employee director cash retainers and option grants disclosed (e.g., $40,000 base, committee fees; initial 40k options; annual 20k options) .
Director Compensation (context for dual role)
| Item | Amount/Policy |
|---|---|
| Employee-director pay | No separate compensation for Board service (applies to Cooper) |
| Non-employee director cash fees | $40,000 base; Lead/Chair $75,000; committee chair/member $10–20k/$5–10k depending on committee |
| Non-employee director equity | Initial 40,000 options; annual 20,000 options; 10-year term; vesting as disclosed |
Performance & Track Record
- Albireo Pharma: Public listing, strategic pivot to rare pediatrics, Bylvay approvals and global launch; acquired by Ipsen in 2023 .
- enGene 2024 goals achieved per Compensation Committee assessment (clinical, manufacturing, financing, org build) .
Compensation Structure Analysis
- Mix skewed to long-dated options: $7.985M grant-date fair value in FY2024 for Cooper’s inducement option points to heavy at-risk, equity-aligned pay, with a 1‑year cliff delaying near-term monetization .
- Policy safeguards: Restatement clawback (Nasdaq 5608), anti-hedging and blackout windows; pledging discouraged .
- Potential shareholder considerations: Large inducement grant issued outside the 2023 plan under Nasdaq 5635(c)(4) (terms mirror plan), plus an evergreen equity plan could elevate dilution over time .
Risk Indicators & Red Flags
- Cross‑border tax reimbursements/gross‑ups: Company indemnifies specified Canada-related and PFIC-related tax exposures (not typical shareholder-friendly design) .
- Large single-option inducement grant: Sizeable equity overhang that begins vesting at 1 year may be a future supply overhang, albeit mitigated by blackout windows and 10b5‑1 plans .
- Related parties: Recent PIPEs involved directors’ affiliated funds (Lumira in Feb 2024; Forbion in Oct 2024); no Cooper-related related-party transactions disclosed .
- Governance balance: Dual role as CEO and Director, but independent Chair and independent committee leadership help mitigate concentration of power .
Equity Compensation & Vesting Detail
| Award | Grant date | Size | Exercise price | Vesting | Expiration |
|---|---|---|---|---|---|
| Stock option (inducement) | 7/22/2024 | 1,250,000 | $8.81 | 25% on 7/22/2025; remainder monthly over 36 months | 7/22/2034 |
Ownership Snapshot (as of April 25, 2025)
| Holder | Beneficial shares | % outstanding |
|---|---|---|
| Ronald H.W. Cooper | 80,834 (incl. 10,000 shares + 70,834 options exercisable within 60 days) | <1% |
| Shares outstanding | 51,070,851 | — |
Employment & Contracts (Key Economics)
- Severance: 12 months base + 12 months health + prorated bonus; 12 months acceleration of time-based equity; performance equity per terms .
- CIC: 18 months base + target bonus + 18 months health; full acceleration of all equity .
- Restrictive covenants: Non-compete and non-solicit during employment and 12 months post-exit (18 months if CIC termination); scope U.S./Canada across Company “Business” (genetic medicines/gene therapy focus) .
- 280G: Best‑net cutback to avoid excise tax unless better after-tax outcome otherwise .
Board Service History, Committees, and Independence
- Board service: Director since July 22, 2024; term to 2026 AGM .
- Committees: None (CEO/President); not independent .
- Independence structure: Independent Chair (Glickman) and independent Audit/Compensation/NCG committees; regular independent director sessions .
Investment Implications
- Alignment positives: Heavy use of long-vesting options, 1‑year cliff, and restatement clawback/anti-hedging policies support alignment and temper near-term selling pressure .
- Retention and continuity: CIC protections and 12–18 month severance, plus equity acceleration mechanics, provide stability through pivotal clinical/regulatory periods—a net positive for execution continuity but with potential expense in change-of-control scenarios .
- Dilution and policy watch-outs: The large inducement option outside the plan and an evergreen equity plan call for monitoring dilution/overhang; cross-border tax indemnities/gross-ups are shareholder-unfriendly features to monitor in future agreements or renegotiations .
- Governance balance: Dual role as CEO/Director is offset by an independent Chair and independent committees; no CEO+Chair concentration risk at present .
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