Michael LaCascia
About Michael LaCascia
Michael J. LaCascia, 61, has served as Foghorn Therapeutics’ Chief Legal Officer since November 2020. He previously was CLO and earlier SVP/GC at Q-State BioSciences (2019–2020), SVP, General Counsel and Corporate Secretary at Vertex (2015–2019), and a Vice President, Corporate Legal at Vertex (2014–2015). He was an equity partner at WilmerHale and an adjunct lecturer at Boston University School of Law. He holds an A.B. from Harvard College and a J.D. from Boston University School of Law .
As an emerging growth company (EGC), Foghorn provides reduced executive compensation disclosure and is not required to hold say‑on‑pay votes, limiting public linkage of pay to TSR or financial performance metrics; the company adopted a Dodd‑Frank compliant clawback policy in 2023 applicable to current and former executive officers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Q-State BioSciences, Inc. | Senior Vice President and General Counsel; then Chief Legal Officer | SVP/GC: May 2019–Apr 2020; CLO: Apr 2020–Oct 2020 | Led legal function and corporate legal matters |
| Vertex Pharmaceuticals Incorporated | VP, Corporate Legal; then SVP, General Counsel and Corporate Secretary | VP: Jan 2014–Oct 2015; SVP/GC/Corp Sec: Oct 2015–Feb 2019 | Oversight of enterprise legal, governance and corporate secretary responsibilities |
| WilmerHale | Equity Partner | Not disclosed | Senior legal practice leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Boston University School of Law | Adjunct Lecturer | Not disclosed | Academic teaching role |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2021 | 412,000 | 40% | 247,200 |
| 2022 | 435,000 | 40% | 130,500 |
Notes:
- For 2022, the Compensation Committee set corporate goals (capital raising/financing, senior leadership recruitment, pipeline and R&D milestones) and determined a 75% of target bonus payout for eligible executives; Michael’s $130,500 payout equals 75% of his 40% target on $435,000 base .
Performance Compensation
Annual bonus plan outcomes
| Year | Metrics framework | Company payout factor | Individual outcome |
|---|---|---|---|
| 2022 | Corporate goals: capital raising/financing, senior management recruitment, pipeline and R&D targets | 75% of target | $130,500 (40% target on $435,000) |
Equity awards (options)
| Award type | Grant date | Shares | Exercise price ($/sh) | Expiration | Vesting schedule | Grant-date fair value ($) |
|---|---|---|---|---|---|---|
| Stock option | Nov 17, 2020 | 162,162 | 17.00 | 11/16/2030 | 25% on Nov 9, 2021; then 6.25% quarterly for 12 quarters | n/a (not disclosed in 2023 SCT) |
| Stock option | Jan 26, 2022 | 135,000 | 14.87 | 01/25/2032 | 25% on Jan 26, 2023; then 6.25% quarterly for 12 quarters | 1,422,677 (2022 option awards value) |
Vesting cadence and potential selling pressure: the 2020 grant vested quarterly through late 2024, and the 2022 grant vests quarterly through early 2026, creating periodic vesting events subject to pre‑clearance and blackout windows under the insider trading policy; hedging and pledging are prohibited .
Equity Ownership & Alignment
| As-of date | Direct/indirect shares | Options exercisable within 60 days | Total beneficial ownership | Ownership % | Pledging |
|---|---|---|---|---|---|
| April 24, 2023 | — | 143,539 | 143,539 | <1% (denoted “*” in proxy) | Prohibited by policy |
Outstanding awards detail (as of Dec 31, 2022):
- 2020 grant: 81,081 exercisable / 81,081 unexercisable; strike $17.00; exp. 11/16/2030 .
- 2022 grant: 0 exercisable / 135,000 unexercisable (pre-cliff at 12/31/22); strike $14.87; exp. 01/25/2032 .
Alignment policies:
- Hedging and pledging of company securities are expressly prohibited for directors, officers, employees and specified contractors/consultants .
- Company adopted a Dodd‑Frank–compliant clawback policy in 2023 covering current and former executive officers .
Employment Terms
| Term | Details |
|---|---|
| Role and start date | Chief Legal Officer since November 2020 |
| Employment agreement | Amended and restated letter agreement dated Oct 29, 2020; initial base $412,000; target bonus 40% of base |
| Severance (non‑CoC) | If terminated without cause or resigns for good reason outside a change of control: 9 months base salary paid over 9 months; employer COBRA portion for 9 months; earned but unpaid prior-year bonus |
| Severance (CoC, double trigger; 3 months before to 12 months after CoC) | Sum of 1x current base salary + 1x target bonus paid over 12 months; employer COBRA portion for 12 months; earned but unpaid prior-year bonus; full acceleration of time‑based equity awards |
| Non‑compete / restrictive covenants | Entered into an Employee Non‑Competition, Non‑Solicitation, Confidentiality and Assignment of Inventions Agreement with terms substantially similar to CEO’s (CEO’s agreement: 12‑month post‑employment non‑compete with 50% garden leave pay unless waived) |
| 280G treatment | “Better‑of” provision: cutback to avoid excise tax if it yields greater after‑tax benefit vs full payment |
| Clawback | Company clawback policy applies to incentive‑based comp upon restatement per final SEC/Nasdaq rules |
| Insider trading / 10b5‑1 | Insider Trading Policy governs trading; hedging and pledging prohibited |
| Say‑on‑pay | As an EGC, Foghorn is not required to conduct advisory say‑on‑pay votes |
Investment Implications
- Pay-for-performance alignment: Compensation relies heavily on time‑based options (not RSUs/PSUs), with multi‑year vesting and no hedging/pledging permitted; 2022 options (135k) and 2020 options create quarterly vesting through early 2026, aligning incentives with long‑term equity value and creating periodic potential supply from option exercises subject to insider windows .
- Retention and change‑of‑control: Severance is standard for a non‑CEO biotech CLO (9 months salary/benefits; CoC double‑trigger of base+target bonus with full time‑based equity acceleration), providing moderate retention without excessive golden parachute risk; presence of 280G cutback and clawback reduces shareholder risk .
- Governance risk: Prohibitions on hedging/pledging and an adopted clawback mitigate alignment and reputational risks; absence of say‑on‑pay is due to EGC status rather than governance avoidance .
- Trading signal watchlist: While Form 4 patterns are not presented here, quarterly vesting from the 2022 grant could coincide with pre‑planned 10b5‑1 sales; monitor filings around vest dates and blackout periods for incremental signals .