Carlos Costa
About Carlos Costa
Carlos Costa is Chief People Officer of Foghorn Therapeutics (FHTX), serving since August 2022 and age 52 as of May 5, 2025 . His background spans HR leadership at Biogen (head of HR for Europe, Canada, and International Partner Markets; prior HRBP roles across Spain, Portugal, Italy; and HR lead for global commercial functions in the U.S. and Emerging Markets) and earlier HR business partner roles at Gillette and Roche . Education: BS in Law (UNED, Spain), HR master’s (EADA, Barcelona), PDD (IE Instituto de Empresa, Madrid), Executive Leadership Program (Harvard Business School) . Company-wide policies include a clawback compliant with Dodd-Frank and prohibitions on hedging/pledging/margin use, supporting alignment; however, Costa-specific pay-for-performance metrics (TSR, revenue, EBITDA) are not disclosed due to FHTX’s emerging growth company reduced compensation disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biogen | Head of HR for Europe, Canada, and International Partner Markets; HR lead for global commercial functions (U.S. and Emerging Markets); HRBP for Spain, Portugal, Italy | Not disclosed | Led HR across multiple geographies and functions, building teams and leading transformations |
| Gillette | HR Business Partner | 10 years | Built teams, led transformations, strategic HR partner to the business |
| Roche | HR Business Partner | 10 years | Built teams, led transformations, strategic HR partner to the business |
External Roles
No public company board roles or external directorships for Carlos Costa are mentioned in the proxy biographies .
Fixed Compensation
- Foghorn is an emerging growth company and uses reduced executive compensation disclosure; Carlos Costa is not listed among named executive officers (NEOs), so base salary, target bonus %, and fixed pay elements for Costa are not disclosed in the DEF 14A .
Performance Compensation
- Annual bonus frameworks for NEOs reference corporate performance goals (capital raising/financing, clinical asset development, pipeline advancement, R&D targets); NEOs earned 85% of target for FY2024. Costa’s specific metrics, targets, weightings and payout are not disclosed .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Company annual bonus framework (FY2024; NEOs example) | Not disclosed for Costa | Not disclosed for Costa | Corporate goals assessed by Compensation Committee | NEOs earned 85% of target; Costa-specific payout not disclosed | Not applicable (cash incentive) |
- Clawback policy adopted in 2023 applies to current and former executive officers, enabling recovery of incentive comp tied to misstated financials; strengthens pay-for-performance integrity applicable to Costa’s role as an executive officer .
Equity Ownership & Alignment
- Beneficial ownership table lists directors and named executive officers; Carlos Costa is not included, and his direct/indirect share holdings are not disclosed in the proxy .
- Insider trading policy prohibits short sales, purchases/sales of puts/calls or derivatives, hedging, using company securities in margin accounts, and pledging as collateral for directors, officers, employees, and certain contractors/consultants—reducing misalignment risk from hedging/pledging .
- Stock ownership guidelines may be recommended by the Compensation Committee, but specific executive ownership multiples and Costa’s compliance status are not disclosed .
Employment Terms
- Start date: Chief People Officer since August 2022 .
- Employment contract terms, severance and change-in-control provisions for Costa are not disclosed in proxies or 8-Ks; no Item 5.02 filing identified naming Costa with agreement terms in reviewed documents .
Board Governance and Compensation Committee Context
- Compensation Committee: Balkrishan (Simba) Gill (Chair), Douglas G. Cole, Michael Mendelsohn; independent per Nasdaq/Exchange Act .
- The Committee engaged Pay Governance, LLC as independent consultant in 2024; no conflicts identified .
- Policies: Clawback (2023) and strict anti-hedging/pledging/margin rules apply to executive officers .
- Committee recommends stock ownership guidelines and oversees executive compensation plans and risk .
Risk Indicators & Red Flags
- Hedging/pledging explicitly prohibited—no pledging exposure for executives under policy .
- Clawback in place—positive governance signal .
- No disclosures of related party transactions involving Costa, legal proceedings, or tax gross-ups tied to Costa in the proxy; company-level related party items disclosed (e.g., consulting agreement with co-founder) but not connected to Costa .
Investment Implications
- Transparency gap: As an emerging growth company, FHTX discloses compensation for a limited set of NEOs; Costa’s detailed pay, equity, and severance/change-in-control economics are not in the proxy, limiting direct assessment of pay-for-performance alignment and retention economics .
- Alignment safeguards are strong at the policy level (clawback; anti-hedging/pledging/margin), lowering governance risk signals related to trading and incentive recovery for all executive officers, including Costa .
- Monitoring: Track future DEF 14A for any inclusion of Costa among NEOs; review Item 5.02 8-Ks for amendments or employment agreements; and monitor Forms 4 for insider transactions to gauge potential selling pressure. Executive-specific data were not found in reviewed filings for Costa .