Fred Cohen
About Fred E. Cohen, M.D., D.Phil.
Independent director (age 68) since 2018; a physician-scientist and venture investor with deep biotech governance and R&D oversight experience. Senior Managing Director at Vida Ventures (co‑founder), Chair of Monograph Capital Partners; previously founded TPG Biotechnology and held academic/clinical leadership at UCSF (1980–2014). Education: B.S. Yale (Molecular Biophysics & Biochemistry), D.Phil. Oxford (Rhodes Scholar), M.D. Stanford; elected to the National Academy of Medicine (2004) and American Academy of Arts & Sciences (2008). Current public boards: CareDx (CDNA), Progyny (PGNY), Intellia Therapeutics (NTLA).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of California, San Francisco (UCSF) | Research scientist; Internist; Consulting Endocrinologist; Chief, Division of Endocrinology & Metabolism | 1980–2014 | Led division; research in drug design, prion diseases, computational biology; 200+ publications and >10 patents. |
| TPG / TPG Biotechnology | Partner; Founder, TPG Biotechnology | 2001–2016 | Built life sciences investing platform; strategic oversight. |
| Cell Design Labs (privately held) | Co‑founder; Executive Chair | Through acquisition in Dec 2017 | Company acquired by Gilead; CAR‑T engineering expertise. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vida Ventures | Senior Managing Director; Investment committee member | Since 2017 | Influences investments; affiliated with >5% KYTX holder (Vida group). |
| Monograph Capital Partners | Co‑founder; Chairman | Since July 2021 | Biotech VC fund leadership. |
| CareDx, Inc. (CDNA) | Director | Current | Board oversight in transplant diagnostics. |
| Progyny, Inc. (PGNY) | Director | Current | Fertility benefits company board role. |
| Intellia Therapeutics, Inc. (NTLA) | Director | Current | CRISPR therapeutics board role. |
| Prior public boards | URGN, IQV (Quintiles), BCRX, GHDX, TNDM, FPRX (sold to AMGN), ROKA, VCYT | Various past | Broad governance track record across biotech. |
Board Governance
- Committee memberships: Chair, Science & Technology Committee; Member, Compensation Committee.
- Independence: Board affirmatively determined Cohen is independent under Nasdaq rules; independent directors hold regular executive sessions.
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings.
- Years of service on KYTX board: Since 2018 (Class I director; nominated for re‑election at the 2025 Annual Meeting).
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (cash) | $48,942 | KYTX director compensation paid; no option awards granted to Cohen in 2024. |
| Standard Annual Cash Retainer | $40,000 | For non‑employee directors (effective Feb 12, 2024). |
| Committee Cash Fees – Compensation Committee (member) | $7,500 per year | Non‑chair member fee. |
| Committee Cash Fees – Science & Technology Committee (chair) | $15,000 per year | Chair fee. |
| Reimbursement of expenses | As incurred | Standard for all non‑employee directors. |
Performance Compensation
| Equity Component | Value Basis | Vesting | Notes |
|---|---|---|---|
| Pre‑3/25/2025 Initial Option Grant (for new directors) | $350,000 | 1/36 monthly over 3 years | Applies to directors appointed after 2/12/2024 (not specific to Cohen). |
| Pre‑3/25/2025 Annual Option Grant | $175,000 | 100% by first anniversary or prior to next annual meeting | For continuing directors meeting eligibility. |
| Restated Initial Grants (effective 3/25/2025) | Option: $262,500; RSU: $87,500 | Option: 1/36 monthly over 3 years; RSU: 1/3 each anniversary over 3 years | For directors appointed after 3/25/2025. |
| Restated Annual Grants (from 2025 annual meeting) | Option: $131,250 or RSU: $43,750 | 100% by first anniversary or prior to next annual meeting | Director may receive either option or RSU; RSU/option sized by grant‑date fair value. |
| RSU election for cash retainers | Convert portion of cash retainer to RSUs | Fully vested at grant; settlement deferrable by director | Annual election under program. |
| Change‑in‑control treatment | Full vesting of outstanding director equity | Upon change‑in‑control | Applies to non‑employee directors. |
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Major shareholder affiliation | Entities affiliated with Vida Ventures beneficially own 11.1% of KYTX; Cohen serves on the Vida I Investment Committee. |
| Cohen’s beneficial ownership | 4,534,912 KYTX shares (includes 4,523,924 held by Vida I) and 10,988 options exercisable within 60 days; 10.5% beneficial ownership. |
| Related financings | Vida Ventures purchased 3,349,538 Series B preferred ($6,270,000.19) in 2023; Vida affiliates purchased 253,136 shares in the IPO (aggregate $5,568,992). |
| Rights Agreement | Amended & Restated Investors’ Rights Agreement (Nov 2021) granted registration and other rights to preferred holders, including Vida; most obligations terminated at IPO except registration rights. |
Expertise & Qualifications
- Physician‑scientist and biotech investor with 200+ peer‑reviewed publications and >10 patents; recognized by NAM (2004) and AAAS (2008).
- Deep R&D oversight: chaired science committee; prior academic leadership at UCSF; experience in structure‑based drug design and computational biology.
- Capital allocation and governance: founder of TPG Biotechnology; senior roles at Vida Ventures; broad public board experience across biotech.
Equity Ownership
| Holder/Instrument | Shares/Units | Percent | Notes |
|---|---|---|---|
| Fred E. Cohen beneficial ownership (incl. Vida I) | 4,534,912 | 10.5% | Includes 4,523,924 shares held by Vida I and 10,988 options exercisable within 60 days (Cohen). |
| Options underlying (as of 12/31/2024) | 32,959 | — | Director option awards outstanding. |
| Pledging/Hedging | Prohibited | — | Insider Trading Policy prohibits hedging, short sales, derivatives, margin purchases, and pledging. |
Governance Assessment
- Board effectiveness: Cohen chairs the Science & Technology Committee and serves on Compensation, aligning with his scientific and investment background; Board determined him independent; attendance at least 75% in 2024. These support governance capacity and engagement.
- Potential conflicts: Cohen’s affiliation with Vida Ventures (11.1% KYTX holder) and investment committee role create an interlock; Vida participated in KYTX financing rounds and the IPO. Board maintains a related party transaction policy and Audit Committee oversight, but investor‑director alignment necessitates vigilance on transactions and compensation decisions.
- Compensation structure signals: Director cash is modest and equity grants are standard, with full CIC vesting; directors may convert cash retainers to fully‑vested RSUs, which can reduce at‑risk alignment; however, standard vesting and annual sizing are consistent with early‑stage biotech norms.
- Risk indicators: December 2024 shareholder class action names Cohen and other directors linked to IPO disclosures—common for newly public biotechs, but still a litigation overhang; KYTX has adopted a clawback policy (executives) and bans hedging/pledging, which are positive governance controls.
- Compensation committee process: Use of independent consultant (Aon Radford) with independence affirmed reduces pay‑setting conflicts.
RED FLAGS: Investor‑director interlocks (Vida) with significant ownership and prior financing participation; full CIC vesting for director equity; pending securities litigation naming directors. Monitor for related‑party transactions, equity award modifications, and any shifts in director equity mix that reduce long‑term alignment.
Notes on Independence, Say‑on‑Pay, and Shareholder Feedback
- Independence: Cohen classified independent by Board under Nasdaq standards.
- Emerging Growth Company status: No advisory “say‑on‑pay” votes currently; scaled executive compensation disclosure.
Director Compensation Detail (Reference)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash (USD) | $48,942 |
| Option Awards (USD) | $0 |
| Total (USD) | $48,942 |
Committees Snapshot
| Committee | Role | Key Responsibilities |
|---|---|---|
| Science & Technology | Chair | Oversight of R&D strategy, pipeline progress, infrastructure/talent, manufacturing/regulatory risks. |
| Compensation | Member | Executive and director pay, incentive design, severance/CIC terms, human capital oversight; independent consultant retained. |
Legal/Policy Controls
- Clawback Policy: Adopted Feb 7, 2024 for executive incentive‑based compensation tied to financial reporting measures.
- Insider Trading Policy: Prohibits hedging, short sales, derivative transactions, margin purchases and pledging; Rule 10b5‑1 plans permitted under policy.