Jodi Cook
FENNEC PHARMACEUTICALSAbout Jodi A. Cook
Dr. Jodi Cook, age 57, has served as an independent director of Fennec Pharmaceuticals since September 2019. She is currently CEO of Skylark Bio Inc. (gene therapy), and previously held senior roles at PTC Therapeutics (SVP, Head of Gene Therapy Strategy) and Agilis Biotherapeutics (COO). She holds a BA (Loyola University Maryland), M.Aud. (University of South Carolina), and PhD in Hearing Science (Arizona State University), and completed a clinical fellowship at Johns Hopkins School of Medicine . The Board has determined she is independent under Canadian and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PTC Therapeutics | SVP, Head of Gene Therapy Strategy | Aug 2018 – Feb 2020 | Led gene therapy strategy |
| Agilis Biotherapeutics | Founding Member; Chief Operating Officer | Dec 2013 – Aug 2018 (acquired by PTC) | Led sale of Agilis to PTC; gene therapy for CNS rare diseases |
| InSound Medical | VP of Clinical Research | Not disclosed | Senior operating role in hearing industry startup |
| Songbird Hearing | Director of Audiology | Not disclosed | Senior role in hearing industry startup |
| Mayo Clinic | Assistant Professor of Audiology; Director of Hearing Aid Program | Not disclosed | Academic/clinical leadership |
External Roles
| Organization | Role | Public Co.? | Notes |
|---|---|---|---|
| Skylark Bio Inc. | Chief Executive Officer | Private (not disclosed as public) | Current role |
| Other public company boards | — | — | No other public company directorships listed in the proxy biography/table for Dr. Cook |
Board Governance
| Item | Details |
|---|---|
| Board independence | Board majority independent; Dr. Cook is independent (one of four independent directors) |
| Committee memberships (2024) | Compensation Committee member (committee composed entirely of independent directors) ; Governance & Nominating Committee Chair |
| Attendance (FY2024) | Board: 10/10; Compensation: 6/6; Governance & Nominating: 3/3; Audit: n/a for Dr. Cook |
| Committee meeting counts (FY2024) | Audit: 5; Compensation: 7; Governance & Nominating: 3 |
| Executive sessions | Independent directors met in executive session during a portion of the ten Board meetings; policy provides for at least annual independent director meetings and authority to call additional sessions |
Fixed Compensation
| Component | Policy / Amount |
|---|---|
| Annual base retainer (non‑management directors) | $40,000; paid quarterly; no per‑meeting fees |
| Chair fees | Chairman of the Board: +$50,000; Audit Chair: +$20,000; Chair of any other committee: +$15,000 |
| Reimbursements | Out‑of‑pocket expenses reimbursed |
| 2024 cash fees – Dr. Cook | $62,500 (actual cash compensation received in 2024) |
Performance Compensation
| Component | Detail |
|---|---|
| 2024 option award – grant | 20,000 options granted on Aug 15, 2024 at $5.58 exercise price |
| 2024 option award – grant date FV | $65,649 (aggregate grant-date fair value under ASC 718) |
| Vesting | Director stock options vest immediately upon grant |
Outstanding director options (as of December 31, 2024):
| Tranche | Options | Exercise Price | Expiration |
|---|---|---|---|
| Option grant | 20,000 | $5.40 | 11/13/2029 |
| Option grant | 20,000 | $6.17 | 08/13/2030 |
| Option grant | 20,000 | $7.52 | 06/29/2031 |
| Option grant | 20,000 | $5.59 | 06/14/2032 |
2024 Director compensation summary (for Dr. Cook):
| Year | Fees Paid in Cash | Stock Awards | Option Awards (ASC 718) | Total |
|---|---|---|---|---|
| 2024 | $62,500 | $0 | $65,649 | $128,149 |
Additional notes:
- Independent Director Agreements provide for cash compensation set by the Compensation Committee, immediate vesting options under the stock option plan, and expense reimbursement .
- Directors are not required to own a specific amount of common shares (no director stock ownership guideline) .
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Compensation Committee interlocks | None — committee composed of independent directors; no interlocking relationships disclosed |
| Public company directorships (current) | None disclosed for Dr. Cook in the proxy |
Expertise & Qualifications
- Scientific/clinical and gene therapy operating expertise; executive leadership in biotech; academic credentials in audiology/hearing science .
- Board diversity context: the Corporation currently has one woman on the Board .
Equity Ownership
| Item | Amount / Policy |
|---|---|
| Common shares held (as listed in director table) | — (no common shares reported for Dr. Cook in the director table) |
| Options to acquire common shares | 120,000 options (reflects cumulative options shown in director table) |
| Vested vs. unvested | Director awards vest immediately (i.e., exercisable upon grant) |
| Ownership guidelines | No requirement for non‑executive directors to own a specific amount of common shares |
| Hedging/pledging | Short‑selling prohibited; other hedging or pledging arrangements require prior written approval by the Compliance Officer |
Governance Assessment
- Independence and engagement: Dr. Cook is independent and posted 100% attendance at Board and assigned committee meetings in 2024 (Board 10/10; Compensation 6/6; Governance 3/3), supporting strong engagement .
- Committee leadership: Serves as Chair of the Governance & Nominating Committee and is a member of the Compensation Committee, both composed of independent directors—positive for oversight of nominations, governance, and pay .
- Director pay structure: Mix is cash retainer/committee chair fees plus immediately‑vested options; 2024 compensation totaled $128,149 (cash $62,500; option grant-date FV $65,649). Immediate vesting aligns to market value but may dilute long‑term retention/hold incentives; there is no director ownership requirement, which may weaken alignment relative to best practices .
- Conflicts/related parties: No related‑party transactions or director/executive indebtedness reported for 2024; directors must disclose and abstain on material interest transactions under BCBCA and company articles .
- Process quality: Compensation Committee retained Radford (Aon) in December 2024 to review NEO and director compensation and peer group, indicating use of an independent consultant and benchmarking process .
- Board processes: Independent director executive sessions were held, and governance documents/charters are in place; risk oversight and clear position descriptions are specified in the Board Mandate and committee charters .
- Diversity note: Only one woman on the Board currently, suggesting limited gender diversity at the Board level .
Potential red flags for investor alignment:
- No director stock ownership guideline and immediate vesting of director options (reduces required long‑term holding/retention incentives) .
- Limited Board gender diversity (only one woman) may be viewed as below evolving investor expectations .
Mitigants/supportive signals:
- Strong attendance and independent committee leadership/membership .
- No related‑party transactions reported; hedging/short‑selling restrictions in place .