Adrian Gottschalk
About Adrian Gottschalk
Adrian Gottschalk is President and Chief Executive Officer (CEO) of Foghorn Therapeutics (FHTX) and a member of its Board of Directors, roles he has held since May 2017 . He is 49 years old and holds a B.S. from Texas A&M, an MBA from MIT Sloan, and an M.S. from the Harvard/MIT HST Biomedical Enterprise Program . Prior to FHTX, he spent ~13 years at Biogen, culminating as SVP and Neurodegeneration Therapeutic Area Head overseeing late-stage development and commercialization for Alzheimer’s, Parkinson’s, and ALS programs . Executive bonuses at FHTX are tied to corporate goals in capital raising/financing, clinical asset development, pipeline advancement, and R&D targets; for 2024, payouts were set at 85% of target for eligible executives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biogen Inc. | Senior Vice President, Neurodegeneration Therapeutic Area Head | Nov 2015–May 2017 | Led late-stage development and commercialization in Alzheimer’s, Parkinson’s, and ALS . |
| Biogen Inc. | Executive leadership (various roles) | 2004–2015 | Progressive leadership across neurodegeneration portfolio . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | — |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 579,000 | 601,500 | 638,000 (set for 2025) |
| Target Bonus (% of Salary) | Not disclosed | Up to 55% | Not disclosed |
| Actual Annual Bonus ($) | 202,650 | 281,201 | Not disclosed |
| All Other Compensation ($) | 3,000 | 3,000 | Not disclosed |
| Option Awards (Grant-Date Fair Value, $) | 1,719,292 | 673,861 | Not disclosed |
| Total Compensation ($) | 2,503,942 | 1,559,562 | Not disclosed |
Notes:
- Bonuses reflect “Non-equity incentive plan compensation” tied to corporate performance goals .
- 2025 base salary is disclosed prospectively; other 2025 components not yet disclosed .
Performance Compensation
| Metric Category | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Capital raising and financing | Not disclosed | Committee-set | Met to 85% payout basis | 85% of target (for eligible executives) | Annual cash bonus paid for FY 2024 |
| Development of clinical assets | Not disclosed | Committee-set | Met to 85% payout basis | 85% of target (for eligible executives) | Annual cash bonus paid for FY 2024 |
| Pipeline advancement | Not disclosed | Committee-set | Met to 85% payout basis | 85% of target (for eligible executives) | Annual cash bonus paid for FY 2024 |
| R&D targets | Not disclosed | Committee-set | Met to 85% payout basis | 85% of target (for eligible executives) | Annual cash bonus paid for FY 2024 |
Equity Awards and Vesting:
- Stock options are the primary equity vehicle for the CEO; RSUs/PSUs not disclosed for NEOs in 2023–2024 .
- Grant timing policy: annual equity grants typically in January; no timing around material nonpublic information; documentation of Item 402(x)(2) timing check for CFO grant; CEO’s 2024 option granted Jan 24, 2024 .
Equity Ownership & Alignment
| Ownership Detail (as of Apr 23, 2025) | Amount | Notes |
|---|---|---|
| Total Beneficial Ownership (shares) | 2,400,887 | Includes direct/indirect holdings and options exercisable within 60 days . |
| % of Shares Outstanding | 4.17% | Out of 55,721,340 shares outstanding . |
| Direct/Trust Holdings | 511,704 | 47,497 (Adrian H. Gottschalk 2023 GRAT) + 464,207 (Adrian H. Gottschalk Living Trust) . |
| Options Exercisable within 60 Days | 1,889,183 | As footnoted in proxy . |
| Pledging / Hedging | Prohibited | Company policy forbids pledging, margin accounts, and hedging by directors/officers/employees . |
| Stock Ownership Guidelines | Not disclosed | Compensation Committee may recommend guidelines; specifics not provided . |
Outstanding Options Detail (CEO, as of Dec 31, 2024):
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|
| 05/30/2017 | 418,926 | — | 0.54 | 05/29/2027 | 25% on 05/30/2018; 6.25% quarterly x12 thereafter . |
| 02/20/2019 | 250,697 | — | 3.72 | 02/20/2029 | 25% on 01/30/2020; 6.25% quarterly x12 thereafter . |
| 08/18/2020 | 310,810 | — | 8.77 | 08/17/2030 | 25% on 08/18/2021; 6.25% quarterly x12 thereafter . |
| 01/28/2021 | 281,250 | 18,750 | 16.63 | 01/27/2031 | 25% on 01/28/2022; 6.25% quarterly x12 thereafter . |
| 01/26/2022 | 302,500 | 137,500 | 14.87 | 01/25/2032 | 25% on 01/26/2023; 6.25% quarterly x12 thereafter . |
| 01/26/2023 | 122,500 | 157,500 | 8.38 | 01/25/2033 | 25% on 01/26/2024; 6.25% quarterly x12 thereafter . |
| 01/24/2024 | — | 300,000 | 3.06 | 01/23/2034 | 25% on 01/24/2025; 6.25% quarterly x12 thereafter . |
Policy Signals:
- Clawback Policy adopted in 2023 covering incentive-based comp upon financial restatement per SEC/Nasdaq rules .
- Insider trading policy prohibits short sales, derivatives, hedging, margin accounts, and pledging .
Employment Terms
| Provision | Outside Change of Control (CIC) | Within 4 Months Prior / 12 Months Post CIC |
|---|---|---|
| Cash Severance | 12 months base salary, paid over 6 months | 1.5x (base salary + target bonus) paid over 12 months |
| COBRA | Employer portion for 12 months | Employer portion for 18 months |
| Prior-Year Earned Bonus | Pay any earned but unpaid bonus for prior year at regular timing | Pay any earned but unpaid bonus for prior year at regular timing |
| Equity Acceleration | Not disclosed | Full acceleration of time-based options and other time-based equity awards |
| 280G Treatment | “Better-of” cut to avoid excise tax if beneficial; otherwise pay full | “Better-of” cut to avoid excise tax if beneficial; otherwise pay full |
| Non-Compete / Garden Leave | 12-month non-compete post-employment except for layoff/without cause; garden leave pay equal to 50% of highest base salary in prior 2 years if non-compete applies; company may waive non-compete/garden leave | Same agreement terms apply |
Additional:
- As long as he is CEO, Foghorn will nominate him to serve on the Board; he will serve if elected .
Board Governance
| Attribute | Detail |
|---|---|
| Board Service | Director since May 2017; Class II director; nominated for election in 2025 for 3-year term . |
| Independence Status | Not independent due to CEO role; majority of board and all committee members (audit, compensation) are independent per Nasdaq/Exchange Act rules . |
| Committee Membership | Not listed on Audit, Compensation, or Nominating/Governance committees; committee chairs and membership disclosed for other directors . |
| Board Risk Oversight | Board oversees liquidity/operational risks; committees oversee comp, accounting/financial reporting, independence/conflicts; policy against hedging/pledging . |
| Director Compensation | CEO does not receive non-employee director fees; director fee/option policy applies to non-employee directors . |
Compensation Structure Analysis
- Cash vs Equity Mix: CEO compensation is heavily equity-oriented via stock options; no RSU/PSU grants disclosed for CEO in 2023–2024, indicating higher performance/option leverage and potential volatility versus RSUs .
- Bonus Plan Design: 2024 bonus paid at 85% of target based on corporate objectives (capital raising, clinical/pipeline/R&D), indicating discretionary calibration to strategic milestones rather than formulaic financial KPIs .
- Guaranteed vs At-Risk: Base salary increased in 2025 to $638k; year-over-year decreases in option grant value (2023: ~$1.72M to 2024: ~$0.67M) suggest moderation of equity grant sizing amid market conditions .
- Grant Timing / Repricing: Company states grants are not timed around MNPI and discloses 402(x)(2) compliance; no option repricing/modification disclosed—absence of a red flag .
Director Compensation (Context)
| Component | Amount |
|---|---|
| Annual Cash Fee (non-employee director) | $40,000; $70,000 for Board Chair |
| Committee Fees | Audit: $7,500 ($15,000 chair); Compensation: $5,000 ($10,000 chair); Nominating/Gov or Science: $4,000 ($8,000 chair) |
| Annual Option Grant | 16,000 shares (subject to $300k fair value cap); initial grant 32,000 shares (subject to $600k fair value cap) |
| Annual Compensation Cap | $750,000 per director; $1,000,000 in first year of service |
Note: Mr. Gottschalk’s compensation is disclosed in the NEO tables; he does not receive non-employee director fees .
Related Party Transactions and Interlocks
- Significant holders/affiliates include Flagship Pioneering, BVF funds, Fidelity, Eli Lilly . Lilly holds 4,000,000 common shares under a collaboration; accrued payable to Lilly of $0.6M as of Dec 31, 2024 .
- Consulting agreements: Ongoing consulting agreement with academic co-founder Cigall Kadoch (payments $0.2M in 2024) and a 2023 consulting agreement with director Ian Smith (option compensation) .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited by policy; mitigates misalignment risk .
- Clawback: Adopted 2023, compliant with SEC/Nasdaq; covers incentive comp upon restatement .
- Tax Gross-Ups: Proxy discloses tax gross-ups on travel/housing allowances for non-CEO NEOs (CFO, CBO); no such gross-ups disclosed for CEO .
- Equity Repricing: No disclosure of option repricing/modification—no red flag identified .
- Governance Independence: CEO is a director but non-independent; majority-independent board and committees mitigate dual-role concerns .
Expertise & Qualifications
| Attribute | Detail |
|---|---|
| Education | B.S. (Texas A&M); MBA (MIT Sloan); M.S. (Harvard/MIT HST Biomedical Enterprise Program) . |
| Industry Experience | ~20 years in biotechnology; neurodegeneration late-stage development/commercialization leadership at Biogen . |
| Board Qualifications | CEO experience and biotech domain expertise cited by Board for directorship . |
| Age | 49 (as of May 5, 2025) . |
Equity Vesting and Potential Selling Pressure
- Continuous quarterly vesting of multiple option grants at 6.25% per quarter may create regular liquidity events; 2024 grant began vesting 25% on Jan 24, 2025, then 6.25% quarterly for 12 quarters .
- Company policy prohibits hedging and pledging, reducing forced trading risks; trading remains subject to standard insider trading windows and policies .
Board Service History and Dual-Role Implications
- Service: Director since 2017; Class II; nominated for 2025 election .
- Committees: Not a member of Audit, Compensation, or Nominating/Governance committees; independent directors chair and staff committees .
- Independence: Not independent due to CEO status; Board confirms independence of other directors per Nasdaq and Exchange Act rules .
- Implications: Dual role concentrates strategic control but is mitigated by independent committee oversight, clawback policy, and anti-hedging/pledging policy .
Investment Implications
- Alignment: Heavy use of long-dated stock options ties CEO’s upside to equity appreciation; prohibitions on hedging/pledging and clawback adoption enhance alignment and governance discipline .
- Retention/M&A Dynamics: Double-trigger CIC protection (1.5x salary+target bonus, 18 months COBRA, full acceleration of time-based equity) supports retention through a transaction but increases payout sensitivity in M&A scenarios; “better-of” 280G treatment reduces excise tax inefficiencies .
- Execution Signals: 2024 bonus at 85% of target, with metrics focused on financing and pipeline progression, suggests Board emphasis on capital position and clinical milestones—key drivers for biotech valuation .
- Supply Considerations: Ongoing quarterly option vesting schedules imply regular potential for stock sales, though any trades are constrained by insider policies and windows; monitor Form 4 filings for realized selling pressure and 10b5-1 plans when available .
- Governance: CEO’s director role without committee participation, coupled with majority-independent board and robust committee structures, helps balance authority and oversight; no evidence of option repricing or compensation timing around MNPI .