Stuart Cobb
About Stuart Cobb
Stuart Cobb, Ph.D., is Neurogene’s Chief Scientific Officer (CSO), serving in this role at NGNE since December 2023 and previously as CSO of Neurogene OpCo since January 2019. He is 55 years old and brings 20+ years of translational neuroscience expertise, leading genetic therapy research for severe neurological and neurodevelopmental disorders; he is Chair of Translational Neuroscience at the University of Edinburgh and director of Stuart Cobb Consulting Ltd. . Company performance context: cumulative TSR value of a hypothetical $100 investment improved from 11 (2022) to 20 (2023) to 24 (2024), while net losses were $(60,692)k (2022), $(36,317)k (2023), and $(75,144)k (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Glasgow, Centre for Neuroscience | Head; independent PI and lab head | Oct 1999–Oct 2017 | Led neuroscience research programs and lab operations |
| Inveresk Research International (CRO) | Research professional | Jun 1987–Sep 1989 | Early industry experience in contract research setting |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Edinburgh, Medical School | Chair of Translational Neuroscience; Principal Investigator | Nov 2017–present | Leads genetic therapy research lab; advances translational neuroscience |
| Stuart Cobb Consulting Ltd. | Director | Dec 2018–present | Provides scientific consultancy; primary vehicle for CSO services to Neurogene |
Fixed Compensation
| Period | Structure | Amount | Notes |
|---|---|---|---|
| 2018 Consulting Agreement (Dec 12, 2018) | Monthly consulting fee | $12,500/month | Paid within 7 days of invoice; inflation review after 12 months |
| Amendment No. 1 (effective Jan 1, 2020) | Monthly consulting fee | $12,875/month | Term extended to 5 years from last signature |
| Amendment No. 3 (effective Apr 1, 2022) | Monthly consulting fee | $28,438/month | Scope language updated; inflation review contemplated |
| Amendment No. 4 (effective Jan 1, 2023) | Monthly consulting fee | $30,833/month | Payment terms reaffirmed |
| Restated Consulting Agreement (Apr 19, 2024) | Annual consulting fee | $440,000/year | Paid in equal monthly installments; subject to Board increases |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Conditions |
|---|---|---|---|---|---|
| Annual success fee | 40% of annualized consulting fee | Board-established performance parameters for the year | Not disclosed | Not disclosed | Requires continued active engagement through payment date |
Equity awards exist under Company plans; Cobb’s Restated Consulting Agreement provides for accelerated vesting in certain termination/CIC scenarios, but specific grant counts/values for Cobb are not disclosed .
Equity Ownership & Alignment
| Policy/Item | Status |
|---|---|
| Beneficial ownership (shares, options) | Not separately disclosed for Cobb in 2025 Security Ownership table |
| Anti-hedging | Company prohibits short-term trading, short sales, options/derivatives, and hedging transactions for directors, officers, employees, consultants |
| Clawback | Awards under 2023 Plan subject to recoupment per Company clawback policy; committee may impose additional recovery provisions |
| Pledging | Not disclosed for Cobb |
| Stock ownership guidelines | Not disclosed |
Employment Terms
| Provision | Base Case (No CIC; termination without Cause or with Good Reason) | CIC Window (3 months before to 12 months after CIC; termination without Cause or with Good Reason) |
|---|---|---|
| Cash severance | Lump-sum equal to 1.0x then-current annual consulting fee | Lump-sum equal to 1.0x then-current annual consulting fee |
| Prior-year bonus/success fee | Any earned annual success fee for prior year but not yet paid | Any earned annual success fee for prior year but not yet paid |
| Current-year success fee | Pro-rata annual success fee based on actual performance days accrued | Pro-rata amount based on then-current target annual success fee |
| Equity vesting | Not specified as accelerated | Accelerated vesting of outstanding equity/equity-based awards |
| Non-compete/conflict period | Consulting Agreement restricts competitive/conflict activities during consultation period and 6 months thereafter | |
| Term length (legacy) | 5-year term from last signature per 2020 Amendment; subsequently replaced by Restated Consulting Agreement | |
| CIC definition reference | References Company’s 2023 Equity Incentive Plan CIC framework |
Performance & Track Record
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of initial fixed $100 investment (TSR) | 11 | 20 | 24 |
| Net Income (Loss) ($USD Thousands) | $(60,692) | $(36,317) | $(75,144) |
Compensation Governance & Committee Context
- Compensation Committee responsibilities include executive pay oversight; engaged Aon plc in 2024 as independent compensation consultant .
- Equity grant practices: options typically vest 25% at year 1 then monthly over 36 months; RSUs vest in three equal annual tranches; PSUs for other NEOs tied to NGN-401 clinical milestones (Rett syndrome) with time-based employment condition to third anniversary of grant .
- Say-on-pay: company holds annual advisory votes; next expected in 2026 (no historical approval percentages disclosed) .
Related Party Transactions
- The proxy explicitly notes the consulting agreement for Dr. Cobb’s CSO services as a related party arrangement; detailed executive compensation disclosures appear separately in the proxy .
Investment Implications
- Compensation alignment: Cobb’s cash compensation is modest relative to peers and heavily complemented by an at-risk success fee targeted at 40% of base, directly contingent on Board-defined annual performance parameters and continued engagement—supporting pay-for-performance and retention incentives .
- Retention risk mitigants: Double-trigger CIC protection with equity acceleration and defined severance improves retention around strategic events; base-case severance (1x) suggests balanced protection without excessive guarantees .
- Trading/hedging risk: Company-wide prohibition on hedging and short sales reduces misalignment risk; clawback provisions under the 2023 Plan add governance safeguards against misconduct or restatement events .
- Execution focus: While specific equity grant counts for Cobb are not disclosed, the Company’s incentive architecture (options/RSUs/PSUs) emphasizes clinical milestones and long-term value creation (e.g., NGN-401), aligning scientific execution with compensation outcomes .