Douglas Cole

About Douglas Cole

Douglas G. Cole, M.D., is an independent Class III director of Foghorn Therapeutics, serving on the Board since October 2015. He is a Managing Partner at Flagship Pioneering with extensive experience founding and investing in life sciences companies; he holds an M.D. from the University of Pennsylvania School of Medicine and an A.B. in English from Dartmouth College . He is currently deemed independent under Nasdaq and Exchange Act rules; all directors except the CEO are independent per the Board’s 2025 determination . His current Board term runs through the 2026 annual meeting .

Past Roles

External Roles

Board Governance

• Board class/tenure: Class III; term expires at the 2026 annual meeting .
• Independence: Independent under Nasdaq and Exchange Act standards (all directors except CEO independent) .
• Committee assignments (2025):
  • Nominating & Corporate Governance Committee: Chair
  • Compensation Committee: Member
• Board meetings and attendance: Board met 5 times in 2024; all then-serving directors except Dr. Koppel attended at least 75% of Board and applicable committee meetings; non-employee directors met in executive session during each regular Board meeting .

Committee assignments table (current)

Fixed Compensation

• Director compensation policy (as of 12/31/2024): Annual cash retainer $40,000 ($70,000 Board Chair); Audit member $7,500 ($15,000 Chair); Compensation member $5,000 ($10,000 Chair); Nominating & Governance or Science member $4,000 ($8,000 Chair). Annual option grant (16,000 shares) for continuing directors; initial grant (32,000 shares) for new directors; annual grant vests in full on first anniversary; aggregate director pay cap $750,000 per year ($1,000,000 first year) .
• Cash fees are paid to an affiliate of Flagship Pioneering for Dr. Cole’s board service .

Performance Compensation

• Annual director equity: 2024 annual option grant of 16,000 shares to each non-employee director following the annual meeting on June 26, 2024; vests in full on first anniversary (time-based); strike at market close on grant date; 10-year term . No performance metrics tied to director equity awards are disclosed .

Director Compensation (Cole) – Year-over-Year

Other Directorships & Interlocks

• Major shareholder affiliation: Dr. Cole is a Managing Partner at Flagship Pioneering; Flagship-affiliated funds own ~22.75% of Foghorn as of April 23, 2025; Dr. Cole has no voting or investment power over Flagship funds’ FHTX shares, per footnotes, and his cash director fees are remitted to a Flagship affiliate .

Expertise & Qualifications

• Education: M.D., University of Pennsylvania; A.B. in English, Dartmouth College .
• Core credentials: Two decades+ leading life sciences company creation and investment at Flagship; multiple public and private biotech board roles .

Equity Ownership

Governance Assessment

• Strengths

  • Independent director with deep biotech investing and governance experience; chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee, aligning with board composition, succession planning, and pay oversight priorities .
  • Board independence affirmed in 2025; non-employee directors held executive sessions at every regular meeting; attendance threshold met (≥75%) by all then-serving directors aside from one departing director in 2024, supporting board effectiveness .
  • Director equity is time-based options with annual grants, aligning incentives to long-term value creation without short-term financial metrics that can distort behavior .

• Potential conflicts and mitigants

  • Affiliation with Flagship Pioneering (a ~22.75% shareholder) and remittance of cash board fees to a Flagship affiliate could present perceived conflicts; mitigants disclosed include lack of voting/investment power by Dr. Cole over Flagship’s FHTX shares, independent director status, and related-party oversight via the Audit Committee .
  • No specific related-party transactions involving Dr. Cole are disclosed; company maintains a formal related-person transaction policy overseen by the Audit Committee .

• Compensation and alignment signals

  • Director cash fees steady ($83,000 in both 2023 and 2024); lower option grant fair value in 2024 vs 2023 likely reflects valuation changes, not structure shifts; equity remains a meaningful component of director pay, reinforcing alignment .
  • Prohibition on hedging/pledging supports ownership alignment and reduces risk of misalignment with shareholders .

• Attendance and engagement

  • Board met five times in 2024; non-employee director executive sessions at each regular meeting; attendance threshold achieved (≥75%) for all then-serving directors except one who resigned, indicating active governance cadence .

RED FLAGS to monitor

• Major shareholder affiliation (Flagship) while serving as independent director and Nominating Chair requires continued transparency and robust conflicts oversight; maintain scrutiny of any transactions involving Flagship entities (none disclosed for Cole) .
• Ensure continued adherence to independence criteria on Compensation Committee and Nominating & Governance Committee given interlocks elsewhere in the biotech ecosystem .

Notes on Say-on-Pay and Shareholder Engagement

• As an Emerging Growth Company, Foghorn is not required to conduct say-on-pay votes; the company relies on standard governance processes and committee oversight for pay practices .