Russell Cox

About Russell Cox

Russell Cox, age 62, has served as an independent director of Gossamer Bio since December 2018. He is Executive Chairman of Epirium Bio (since January 2025) and previously served as its President & CEO (January 2020–January 2025). Earlier roles include CEO and director of Vital Therapies (2018–2019), EVP/COO and EVP/Chief Commercial Officer at Jazz Pharmaceuticals (2010–2018), senior commercial roles at Ipsen/Tercica/Scios, and 12 years at Genentech leading product launches. He holds a B.S. in biomedical science from Texas A&M University .

Past Roles

External Roles

Board Governance

• Independence: The Board determined all directors except the CEO/Chair are independent under Nasdaq; Cox is independent .
• Committees:
  • Compensation Committee Chair (members: Cox, Thomas Daniel, M.D., Sandra Milligan, M.D., J.D.) .
  • Audit Committee Member (chair: Skye Drynan; members: Drynan, Cox, John Quisel, Ph.D., J.D.) .
• Meetings and Attendance: The Board met 6 times in fiscal 2024; each director attended at least 75% of Board and committee meetings during their service in 2024 .
• Committee Activity: Compensation Committee met 6 times in 2024 ; Audit Committee met 4 times in 2024 .
• Interlocks: No compensation committee interlocks or insider participation disclosed for Cox; none of the compensation committee members were officers/employees; no reciprocal board/comp committee relationships with company executives .
• Lead Independent Director and Structure: CEO/Chairman structure with a Lead Independent Director (Thomas Daniel, M.D.); responsibilities include executive sessions, agenda review, governance consultation .

Fixed Compensation

Director Compensation Program (as of 2025):

• Annual cash retainer: $40,000; Chair of Board +$30,000; Lead Independent Director +$25,000 .
• Committee retainers (pre-amendment): Audit Chair $15,000; Compensation Chair $12,000; Nominating Chair $8,000; Audit Member $7,500; Compensation Member $6,000; Nominating Member $4,000 .
• Amended Feb 2025: Audit Chair $20,000; Compensation Chair $15,000; Nominating Chair $10,000; Audit Member $10,000; Compensation Member $7,500; Nominating Member $5,000 .

Performance Compensation

Program features:

• Initial director option: 230,000 shares; vest monthly over 3 years upon board election .
• Annual director option: 115,000 shares; vests at first anniversary or next annual meeting .
• Change-in-control: “Awards granted to our non-employee directors will vest upon a change in control” .
• Plan governance: Restated Plan notes “No Single Trigger Vesting of Awards” for changes in control generally ; however, the director program specifies vesting on change in control for director awards .
• Clawback: Awards subject to company clawback policy per plan and Dodd-Frank rules .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep biopharma operating experience across commercial, R&D oversight, manufacturing, and product launches (Genentech, Jazz, Ipsen/Tercica/Scios) .
• Independent director with financial literacy and committee experience (Audit member; Compensation Chair) .
• Education: B.S. in biomedical science, Texas A&M University .

Equity Ownership

Alignment and Restrictions:

• Anti-hedging and anti-pledging: Policy prohibits hedging, short sales, derivative transactions, margin purchases, and pledging company stock .
• Director grant limits: Annual cap $750,000; $1,000,000 in first year; exceptions allowed in extraordinary circumstances without recipient participation .

Insider Trades (Section 16)

Governance Assessment

• Strengths:
  • Independent status and active committee leadership (Compensation Chair; Audit member) support oversight credibility .
  • Documented attendance (≥75%) and frequent committee meetings indicate engagement .
  • Robust insider trading policy prohibiting hedging and pledging enhances alignment with long-term investors .
  • Compensation committee uses an independent compensation advisor and adheres to governance best practices (clawback policy, multi-year vesting) .
• Alignment considerations:
  • Low direct share ownership (7,200 shares) with most exposure via options (297,166 exercisable) may reduce “skin in the game” versus significant outright equity ownership .
  • Director award vesting on change in control contrasts with plan-wide “no single trigger” stance; investors may wish to reconcile this carve-out for directors with broader CIS principles .
• Conflicts/Related Parties:
  • No related-party transactions disclosed involving Cox; compensation committee interlocks expressly denied .
  • Company-level related party (CEO’s son employed) exists but not attributable to Cox; Audit Committee oversees related-party review processes .

Director Compensation (Detail)

Equity Ownership & Options (Detail)

Board Governance (Committee Assignments and Meetings)

• Compensation Committee: Cox (Chair), Dr. Thomas Daniel, Dr. Sandra Milligan; 6 meetings in 2024; all independent .
• Audit Committee: Chair Ms. Skye Drynan; members: Drynan, Cox, Dr. John Quisel; 4 meetings in 2024; all independent .
• Board Meetings: 6 in 2024; each director attended ≥75% of meetings/committees while serving .

RED FLAGS to monitor:

• Single-trigger vesting of director awards upon change in control (programmatic) versus plan summary stating no single-trigger; clarify application and rationale .
• Modest direct share ownership relative to options exposure; consider whether ownership guidelines for directors exist or are disclosed (not found) .

All citations: ; Insider trading Form 4 links: .