Ron Cooper
About Ron Cooper
Ron Cooper (age 62) has served on Generation Bio’s board since March 2021. He is currently CEO and a director of enGene Holdings, Inc. (since July 2024) and previously was President/CEO of Albireo Pharma until its acquisition by Ipsen in March 2023. Cooper holds a bachelor’s degree in chemistry and business administration from St. Francis Xavier University and brings 25+ years of biopharma leadership across regulatory and commercial functions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albireo Pharma, Inc. | President & CEO; Director | Jul 2015–Mar 2023 | Led company through sale to Ipsen; extensive regulatory/business management |
| Genocea Biosciences, Inc. | Director | Jun 2016–Apr 2021 | Board-level governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| enGene Holdings, Inc. | CEO; Director | Jul 2024–Present | Clinical-stage genetic medicines; operating executive role |
| C4 Therapeutics, Inc. | Director | Jun 2024–Present | Clinical-stage biopharma board role |
Board Governance
- Independence: GBIO’s board determined all directors except the CEO are independent under Nasdaq rules; Cooper is independent .
- Committee assignments: Chair, Nominating & Corporate Governance Committee (NCGC) .
- Meeting cadence/attendance: Board met 5 times in 2024; NCGC met 2 times; all directors attended at least 75% of board and committee meetings during their service .
- Board structure: Chair (Jason Rhodes) is separate from CEO; independent directors meet in executive session at least twice annually .
- NCGC remit: Oversees director nominations, board leadership structure, governance principles, and board evaluations .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Cash fees | $48,000 | Board retainer and committee chair fees per program (Board member $40,000; NCGC chair $4,000; additional chair/member fees as applicable) |
| Equity (Option award grant-date fair value) | $166,476 | Annual non-employee director option grant (30,000 shares; vests fully by next annual meeting or first anniversary); initial appointment grant (60,000; 36 monthly vesting); 10-year term; strike at FMV |
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity | Options | None (director awards are not performance-based) | Annual grants vest 100% by first anniversary or next annual meeting; initial grants vest monthly over 36 months; 10-year term; strike = FMV |
The Talent Committee sets director compensation and engages independent consultant Compensia; committee determined no conflicts of interest with the consultant .
Other Directorships & Interlocks
| Company | Relationship to GBIO | Notes |
|---|---|---|
| enGene Holdings, Inc. | None disclosed | Operating CEO; no related-party transactions with GBIO disclosed involving Cooper |
| C4 Therapeutics, Inc. | None disclosed | External public board; no GBIO-related transactions disclosed involving Cooper |
Expertise & Qualifications
- 25+ years of biopharma leadership; regulatory and business management experience across multiple countries .
- Governance and board experience at clinical-stage biopharma companies (C4 Therapeutics; Genocea) .
- Education: Bachelor’s in chemistry and business administration (St. Francis Xavier University) .
Equity Ownership
| Holding Type | Amount | Status |
|---|---|---|
| Common shares (direct) | 9,500 | Beneficially owned |
| Options exercisable within 60 days | 134,200 | Included in beneficial ownership; aggregate options outstanding for director equals 134,200 shares |
| Total beneficial ownership | 143,700 | <1% of outstanding shares (67,013,359) |
| Hedging/Pledging | Prohibited by Insider Trading Policy (short sales, derivatives, margin/pledging generally prohibited) |
Governance Assessment
- Committee leadership and independence: Cooper chairs NCGC and is independent under Nasdaq rules—positive for board effectiveness and governance oversight .
- Attendance and engagement: Board met 5 times; NCGC met 2 times; all directors met the ≥75% attendance threshold—acceptable but NCGC’s low meeting frequency warrants monitoring given GBIO’s corporate actions and pipeline evolution .
- Compensation alignment: Director pay is modest in cash with majority value from options that vest time-based and are at-risk (strike at FMV); annual grant size and structure are standard for small-cap biotech boards .
- Ownership: Cooper’s beneficial ownership is <1% with a meaningful option position (134,200 options exercisable); insider policy restricts hedging/pledging, supporting alignment .
- Conflicts and related-party exposure: Proxy discloses related-person transactions (e.g., Moderna collaboration/financing) but none involve Cooper; audit committee oversees related-party review procedures—low conflict signal for this director .
- Compensation governance: Talent Committee uses independent consultant (Compensia) with no identified conflicts; presence of compensation recovery (clawback) policy since Oct 2023—strong governance practices .
- Risk indicators and market signals:
- Reverse stock split proposal (1-for-10 to 1-for-30) to address Nasdaq minimum bid price deficiency (notice received Feb 24, 2025) indicates listing risk; board highlights potential liquidity and perception impacts—macro governance context to monitor for investor confidence .
- Say-on-pay advisory vote passed by a significant majority in 2024—supportive of compensation practices (executive-focused) .
RED FLAGS to monitor
- Nasdaq compliance risk prompting reverse split; potential dilution dynamics from authorized share count remaining unchanged post-split .
- NCGC meeting frequency (2 in 2024) amid strategic shifts; ensure adequate cadence for board refreshment, governance policy updates, and succession oversight .