Cory Freedland
About Cory Freedland
Cory Freedland, Ph.D., age 49, is a Class I independent director of Neurogene Inc. (NGNE) and Chair of the Audit Committee. He joined NGNE’s board in December 2023 after serving on Neurogene OpCo’s board from February 2019 to December 2023. Freedland is a Partner at Samsara BioCapital and previously held investment roles at Sofinnova Ventures and Novo A/S, was a Vice President in Morgan Stanley’s healthcare investment banking, and a research scientist at Roche. He holds a Ph.D. in Pharmacology (Wake Forest University), an MBA (Kellogg), and a BA (Connecticut College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neurogene Inc. (NGNE) | Director (Class I) | Dec 2023–present | Audit Committee Chair; presides independent director executive sessions |
| Neurogene OpCo | Director | Feb 2019–Dec 2023 | Pre-merger oversight for gene therapy pipeline |
| Samsara BioCapital | Partner | Oct 2017–present | Leads life sciences investments; firm is a 12.13% NGNE holder |
| Sofinnova Ventures | Principal | Prior to 2017 | Led biopharma investments (Civitas, Principia, Spark, Ziarco, ZS Pharma) |
| Novo A/S | Principal | Prior to Sofinnova | Biopharma investing |
| Morgan Stanley | Vice President, Healthcare IB | Prior to Novo/Sofinnova | Banking coverage of healthcare |
| Roche | Research Scientist | Prior | Preclinical neuroscience drug discovery |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jiya Acquisition Corp. | Director | Nov 2020–Nov 2022 | SPAC board service |
| Multiple private companies | Director | Various | Not individually listed |
Board Governance
- Independence: Board determined Freedland is independent under Nasdaq rules .
- Lead Independent function: The Board designated Cory Freedland to preside at executive sessions of independent directors held at each regular Board meeting .
- Committee leadership and expertise: Audit Chair; qualifies as “audit committee financial expert”; all Audit members are financially literate .
- Attendance: In 2024, the Board held five meetings; no director attended less than 75% of Board and committee meetings during their service period .
| Committee | Role | Members | Meetings (2024) |
|---|---|---|---|
| Audit | Chair | Cory Freedland; Rohan Palekar; Keith Woods | 4 |
| Compensation | Member/Chair | Noonberg; Baffi; Palekar (Chair) | 4 |
| Nominating & Corporate Governance | Member/Chair | Baffi (Chair); Woods | 3 |
Governance structure context: Classified board, plurality voting for directors, supermajority requirement to amend certain charter/bylaw provisions or remove directors, and stockholders cannot call special meetings or act by written consent .
Fixed Compensation
- Policy: Non-employee director annual cash retainer $40,000; Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000 (increased to $12,000 in March 2025), Compensation member $5,000 (to $6,000), Nominating Chair $8,000 (to $10,000), Nominating member $4,000 (to $5,000); Audit non-chair member increased to $8,000 in March 2025 .
- 2024 actual: Freedland earned $55,000 in cash fees (base + Audit Chair) .
| Item | Amount ($) |
|---|---|
| Annual Board Retainer (2024 policy) | 40,000 |
| Audit Committee Chair Fee (2024 policy) | 15,000 |
| Total Fees Earned by Cory Freedland (2024) | 55,000 |
Performance Compensation
- Equity structure: New directors receive initial 15,400 stock options (vest monthly over 3 years); annual 7,700 stock options (vest in full by first anniversary or next annual meeting) .
- Compensation cap: Aggregate director cash + equity capped at $750,000/year; $1,000,000 in the year a director first joins or serves as Chair/Lead Director .
| Grant Type | Grant Date | Options (#) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|
| Initial Director Options | Jan 2024 | 15,400 | Equal monthly over 3 years | Included in total below |
| Annual Director Options | Jun 2024 | 7,700 | Fully vests by next annual meeting or first anniversary | Included in total below |
| Total Option Awards (2024) | — | — | — | 605,134 (Freedland) |
| Outstanding Options (as of Dec 31, 2024) | Shares |
|---|---|
| Cory Freedland | 23,100 |
Clawbacks: All awards under the 2023 Plan are subject to recoupment consistent with the company’s clawback policy and applicable listing standards (Rule 10D-1) .
Other Directorships & Interlocks
- Major shareholder linkage: Samsara BioCapital L.P. beneficially owns 1,731,671 NGNE shares (12.13%). Freedland serves as Samsara’s representative on NGNE’s Board; under Samsara policies, he does not have personal pecuniary interest in director compensation equity; Samsara may be deemed to beneficially own securities received by Freedland in connection with board service .
- Capital markets transaction: Samsara participated in NGNE’s November 5, 2024 private placement for $10,000,000 in aggregate purchase price (common and pre-funded warrants) .
| Entity | Relationship to Cory Freedland | NGNE Position/Ownership |
|---|---|---|
| Samsara BioCapital L.P. | Employer; Freedland is Partner | 12.13% beneficial ownership (1,731,671 shares) |
| Cory Freedland | Director as Samsara representative | 14,544 shares beneficially owned; see footnote on pecuniary interest |
| Private Placement (Nov 5, 2024) | Samsara participation | $10,000,000 purchase price |
Expertise & Qualifications
- Audit committee financial expert designation; finance and capital markets depth via Morgan Stanley; extensive biopharma investment and board experience; scientific grounding in pharmacology and preclinical discovery .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Cory Freedland | 14,544 | — % | Freedland serves as Samsara representative; per Samsara policies, he does not have pecuniary interest in securities received as director compensation |
| Samsara BioCapital L.P. | 1,731,671 | 12.13% | Excludes pre-funded warrants (subject to 9.80% cap); Samsara GP and Dr. Akkaraju may be deemed to have voting/dispositive power |
Insider trading and hedging: Company prohibits short sales, public options/derivatives trading, and hedging transactions for directors and employees .
Governance Assessment
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Strengths:
- Audit Chair with formal “financial expert” designation enhances oversight of financial reporting and controls .
- Presiding independent director role at executive sessions supports robust independent oversight of management .
- High attendance in 2024 indicates engagement; no director fell below the 75% threshold .
- Anti-hedging policy reduces misalignment risks .
- Director compensation within annual cap; equity-based awards support long-term alignment in principle .
-
Potential RED FLAGS and conflicts:
- Representative of a 12.13% shareholder (Samsara) while serving as Audit Chair and presiding independent director may create perceived conflicts regarding minority shareholder protections, despite Nasdaq independence determination .
- Freedland’s director equity appears assigned economically to Samsara, limiting his personal “skin-in-the-game” alignment; he does not have pecuniary interest in securities received as director compensation while at Samsara .
- The equity plan permits option/SAR repricing or exchange without stockholder approval, which is generally considered shareholder-unfriendly if used (policy-level risk) .
- Board-level entrenchment features (classified board, plurality voting, supermajority requirements, no special meetings/written consent) reduce shareholder rights and may dampen investor confidence in governance responsiveness .
Overall implication: Freedland brings strong financial and sector expertise and is highly engaged, but his dual role as Samsara’s representative and key independent oversight figure warrants monitoring for related-party sensitivity and minority shareholder protections; disclosure and strict adherence to the related party transaction policy and independent committee processes are critical mitigants .