Anna Rivkin
About Anna Rivkin
Anna Rivkin, Ph.D., is Chief Business Officer of Foghorn Therapeutics, appointed September 1, 2024; age 51 as of May 5, 2025; education includes a B.A. from Johns Hopkins University and a Ph.D. from Case Western Reserve University School of Medicine . During her tenure, Foghorn reported Q3 2025 collaboration revenue of $8.2M vs $7.8M in Q3 2024 and improved net loss to $15.8M vs $19.1M, with cash, cash equivalents and marketable securities of $180.3M, guiding runway into 2028 . As an emerging growth company, Foghorn uses reduced executive compensation disclosures and does not hold say‑on‑pay votes, limiting TSR/metric visibility at the individual level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bristol Myers Squibb | VP, Transactions, Business Development | May–Aug 2024 | Led BD transactions; senior deal execution |
| Bristol Myers Squibb | VP, Business Development (Immunology, Cardiovascular, Neuroscience) | 2021–2024 | Therapeutic-area BD leadership and portfolio shaping |
| Bristol Myers Squibb | Business Development roles | 2015–2021 | Progressive BD roles of increasing responsibility |
| Merck | Director, Business Development & Licensing | Not disclosed | BD/Licensing; earlier career in Clinical Development |
External Roles
No public company board roles for Rivkin are disclosed in the proxy executive officer biography .
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | $430,000 | $435,000 |
| Target Bonus (% of base) | 40% | 40% (target set in letter agreement; no change disclosed) |
| Sign‑on Bonus ($) | $135,000 (subject to repayment if resignation w/o good reason or termination for cause before Sep 1, 2025) | — |
| Non‑Equity Incentive Plan Compensation ($) | $48,733 (85% payout factor, pro‑rated one‑third) | — |
| 401(k) Company Match ($) | $1,819 | — |
| Travel/Housing Allowance | $3,200 per month, net of taxes | — |
| Tax Gross‑ups on Allowances ($) | $6,987 | — |
Performance Compensation
Cash Bonus Design and Outcome
| Component | Target | Actual Payout | Notes |
|---|---|---|---|
| Annual bonus (2024) | 40% of base | 85% of target (pro‑rated one‑third) | Based on corporate performance goals: capital raising/financing, clinical asset development, pipeline advancement, R&D targets |
| Non‑equity incentive plan compensation (2024) | — | $48,733 | Matches 85% factor on pro‑rated basis |
Performance metric details (weighting, numeric targets) beyond the categories above were not disclosed .
Equity Options Awards
| Grant Date | Instrument | Shares | Exercise Price ($/sh) | Expiration | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Sep 3, 2024 | Stock Option | 190,000 | $7.85 | Sep 2, 2034 | 25% on Sep 3, 2025; then 6.25% quarterly for 12 quarters | $1,123,912 |
Equity Ownership & Alignment
| As of April 23, 2025 | Shares Beneficially Owned | Ownership % | Options Exercisable within 60 Days | Options Unexercisable |
|---|---|---|---|---|
| Anna Rivkin | 0 (shown as “—” in table) | 0% | 0 | 190,000 |
- Hedging/pledging prohibited: Company policy bans short sales, derivatives, hedging transactions, margin accounts, and pledging of company stock for directors, officers, and employees .
- Stock ownership guidelines: Compensation Committee may recommend executive stock ownership guidelines, but specific multiples or compliance status are not disclosed .
Employment Terms
| Provision | Standard Termination (without cause / good reason) | Change‑in‑Control Window (3 months prior to or 12 months post CoC) |
|---|---|---|
| Severance cash | 9 months base salary, paid over 9 months | Base salary + target annual bonus, paid over 12 months |
| COBRA | Employer portion for 9 months (eligibility/election required) | Employer portion for 12 months (eligibility/election required) |
| Equity | — | Full acceleration of time‑based stock options and other time‑based equity awards |
| Prior year bonus | Earned but unpaid prior‑year bonus paid at same time as active employees | |
| Restrictive covenants | Employee Non‑Competition, Non‑Solicitation, Confidentiality & IP assignment; terms substantially similar to CEO’s agreement | |
| Clawback | Dodd‑Frank/Nasdaq‑compliant clawback policy adopted in 2023 for incentive compensation upon restatement | |
| Sign‑on bonus repayment | $135,000 subject to repayment if resignation w/o good reason or termination for cause prior to Sep 1, 2025 | |
| 280G cutback | “Better‑of” provision to reduce payments if excise tax avoidance yields higher after‑tax outcome |
Company Operating Context (last 8 quarters)
| Metric | Q4 2023 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|---|---|---|---|
| Revenues ($) | $5,769,000* | $5,050,000 | $6,888,000 | $7,808,000 | $2,856,000* | $5,952,000 | $7,557,000 | $8,153,000 |
| Net Income - (IS) ($) | -$24,106,000* | -$25,016,000 | -$22,979,000 | -$19,122,000 | -$19,503,000* | -$18,834,000 | -$17,936,000 | -$15,849,000 |
| EBITDA ($) | -$24,606,000* | -$27,359,000* | -$23,443,000* | -$23,119,000* | -$23,244,000* | -$22,086,000* | -$20,246,000* | -$17,649,000* |
Values with asterisks retrieved from S&P Global.
Additional qualitative Q3 2025 context: collaboration revenue $8.2M vs $7.8M in Q3 2024; net loss improved to $15.8M vs $19.1M; cash of $180.3M with runway into 2028 .
Compensation Structure Analysis
- Year‑over‑year changes: Rivkin’s base salary increased to $435,000 for 2025 from $430,000 in 2024; target bonus remained 40% .
- Equity mix: 2024 long‑term incentive awarded entirely as stock options (190,000 shares) with standard 4‑year vesting; no RSUs or PSUs disclosed for Rivkin .
- Guaranteed vs at‑risk pay: Sign‑on cash ($135,000) includes clawback repayment conditions; majority of disclosed 2024 total compensation driven by option grant fair value and pro‑rated performance bonus .
- Performance metric transparency: Corporate goals categories disclosed (capital raising, clinical development, pipeline, R&D) with 85% payout factor; detailed metric weightings/targets not disclosed .
- Tax gross‑ups: Company provided tax gross‑ups on travel/housing allowances ($6,987 in 2024) .
Risk Indicators & Red Flags
- Hedging/pledging ban reduces misalignment risk: strict prohibitions on hedging and pledging for insiders .
- Option timing/blackout controls: insider trading policy requires pre‑clearance and enforces blackout periods, mitigating opportunistic trading risk .
- Related‑party transactions: No transactions involving Rivkin disclosed; related‑party section highlights other arrangements (e.g., with Dr. Kadoch; Lilly collaboration) but none attributed to Rivkin .
- Change‑in‑control economics: Benefits and full acceleration contingent on termination in defined CoC window, limiting single‑trigger risk .
Compensation Peer Group & Shareholder Feedback
- Compensation consultant: Pay Governance engaged to advise on executive and director compensation; Compensation Committee may select a peer group for benchmarking; specific peer list and target percentile not disclosed .
- Say‑on‑pay: Not required or conducted due to emerging growth company status .
Equity Ownership & Vesting Pressure Timeline
- First vest date: 25% of options vest on September 3, 2025; subsequent quarterly vesting at 6.25% for 12 quarters thereafter .
- Exercise economics: Exercise price $7.85; option expiration September 2, 2034 .
- Beneficial ownership: No shares or options exercisable within 60 days as of April 23, 2025; beneficial ownership listed as “—” .
Investment Implications
- Alignment/retention: Option‑heavy package with 4‑year vesting and first vest in Sep 2025 supports retention while aligning upside with value creation; corporate payout at 85% suggests pay‑for‑performance calibration in 2024 .
- Risk controls: Company‑wide clawback and strict hedging/pledging prohibitions, plus blackout and pre‑clearance procedures, reduce trading and misalignment risks .
- Change‑in‑control terms: Enhanced cash, COBRA, and full acceleration only upon termination in CoC window, moderating windfall risk absent a termination event .
- Cash runway: With $180.3M and runway into 2028, near‑term financing pressure appears manageable, which can stabilize incentive outcomes tied to capital raising and clinical progression .
- Transparency gaps: Lack of disclosed metric weightings/targets and peer percentile limits fine‑grained pay‑for‑performance assessment at the individual level .
Notes:
- All figures and statements are sourced via citations in brackets.
- Financial values with asterisks are retrieved from S&P Global.