Fred Cohen
Intellia TherapeuticsAbout Fred Cohen
Fred Cohen, M.D., D.Phil., age 68, has served as an independent director of Intellia Therapeutics since January 2019 (Class II; term expires at the 2027 annual meeting). He is a physician-scientist and life sciences investor, founder and CIO of Monograph Capital Partners (2021), co-founder and senior managing director of Vida Ventures (2017), and former partner and co-head of TPG Biotech (2001–2016). He previously served as a UCSF professor of cellular and molecular pharmacology and division chief of endocrinology, and is a member of the National Academy of Medicine and American Academy of Arts and Sciences; degrees: B.S. Yale, D.Phil. Oxford, M.D. Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG/TPG Biotech | Partner; Co-head TPG Biotech | 2001–2016 | Built/led biotech VC platform |
| UCSF | Professor; Division Chief Endocrinology; Clinical roles | 1988–2014 | Academic and clinical leadership |
| Cell Design Labs (private) | Co-founder; Executive Chair | Through acquisition by Gilead (Dec 2017) | Company sale to Gilead |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Monograph Capital Partners | Chairman & CIO | Current | Founded 2021 |
| Vida Ventures | Senior Managing Director | Current | Co-founded 2017 |
| Progyny, Inc. | Director | Current | Public company board |
| CareDx, Inc. | Director | Current | Public company board |
| Kyverna Therapeutics, Inc. | Director | Current | Public company board |
| UroGen Pharma Ltd. | Director | Former | Served within last 5 years; until Sept 2024 |
| Veracyte, Inc. | Director | Former | Served within last 5 years; until June 2021 |
| UCSF Foundation | Trustee | Current | Philanthropic governance |
Board Governance
- Independence: Board determined all non-employee directors, including Dr. Cohen, are independent under Nasdaq/SEC rules; only CEO Dr. Leonard is non-independent .
- Committee assignments: Compensation and Talent Development Committee member (committee met 7 times in 2024; chair transitioned to Brian Goff on Jan 1, 2025); Science & Technology Committee member (committee established April 2024; met once in 2024; chaired by Jesse Goodman) .
- Attendance: The full board met 5 times in 2024; each director attended ≥75% of board and applicable committee meetings; all directors attended the June 12, 2024 annual meeting .
- Board leadership: Independent chair (Frank Verwiel); board oversees risk via committees and reports to full board .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Fees (Board/Committees) | $57,951 | Actual cash retainer paid to Dr. Cohen for 2024 services |
| Policy – Board Member Annual Fee | $45,000 | Cash retainer, paid quarterly in arrears; prorated as needed |
| Policy – Board Chair Additional Fee | $35,000 | Not applicable to Cohen (not chair) |
| Policy – Audit Committee Member/Chair Add’l | $10,000 / $10,000 | Cohen is not on Audit |
| Policy – Compensation Committee Member/Chair Add’l | $7,500 / $7,500 | Cohen is member; chair as of 2025 is Brian Goff |
| Policy – Nominating & Gov. Committee Member/Chair Add’l | $5,000 / $5,000 | Cohen is not listed as member |
| Policy – Science & Technology Committee Member/Chair Add’l | $7,500 / $7,500 | Cohen is member; chair is Jesse Goodman |
Performance Compensation
- Intellia’s non-employee director equity compensation is time-based (not performance-based). Initial grants: $800,000 value (50% options, 50% RSUs); annual grants: $400,000 value (50% options, 50% RSUs). Annual RSU/option awards vest by the next annual meeting or first anniversary; director awards fully vest upon change in control; exercise window extends to 3 months + 1 day post-service for vested options; awards priced at fair market value on grant date .
| Metric/Condition | Application to Director Grants |
|---|---|
| Performance metrics (TSR, revenue, EBITDA, ESG) | Not used for director equity; awards are time-based |
| Change-in-control treatment | Director equity fully vests on change in control |
| Clawback applicability | Awards subject to company clawback/compensation recovery policies per equity plan |
Director Equity Awards Detail (2024)
| Grant Date | Instrument | Shares | Grant Date Fair Value (USD) | Vesting |
|---|---|---|---|---|
| June 2024 | Stock Options | 11,515 | $199,926 | Annual director schedule; time-based |
| June 2024 | RSUs | 7,737 | $200,001 | Vest by next annual meeting or first anniversary |
Other Directorships & Interlocks
- Compensation committee interlocks: None. No member was an Intellia employee or former executive; no “inside” interlocks disclosed .
- Shared directorships with potential counterparties: Cohen serves on boards of Progyny (benefits), CareDx (diagnostics), Kyverna (cell therapy). No Intellia related-party transactions >$120,000 with directors/NEOs since Jan 1, 2024 .
Expertise & Qualifications
- Clinical and scientific leadership (endocrinology, molecular pharmacology); investor/operator across preclinical-to-commercial biotech; governance across multiple public boards; strategic, financial markets and technology insight; advanced medical/scientific credentials and recognized national academies membership .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Fred Cohen, M.D., D.Phil. | 115,259 | <1% | As of March 31, 2025; includes options exercisable within 60 days |
| Options outstanding (12/31/2024) | 85,058 | — | Cohen’s option count at year-end 2024 |
| RSUs outstanding (12/31/2024) | 7,737 | — | Cohen’s RSUs at year-end 2024 |
- Ownership guidelines: Directors must hold ≥3x annual retainer; counting shares and 65% of unvested time-based RSUs; performance RSUs and options excluded. Compliance expected by the later of FY2027 or 5 years from becoming a “covered individual.” Company states all covered individuals have reached compliance or are within phase-in .
- Hedging/pledging: Prohibited; pledging only with prior Audit Committee approval and demonstration of repayment capacity; short sales and derivatives prohibited .
Insider Trades
| Date (Filing) | Form | Transaction Type | Notes/Source |
|---|---|---|---|
| June 13, 2025 | Form 4 | RSU grant (director equity) | Filing indicates RSU award with time-based vesting; see SEC links |
| June 2, 2025 | Form 4 (PDF) | RSU grant disclosure | Vesting in full on earlier of May 29, 2026, or specified event; details in filing |
| June 14, 2024 | Form 4 | RSU grant (director equity) | Annual director RSU grant disclosed |
Note: The company’s proxy discloses 2024 director equity counts and fair values (options: 11,515; RSUs: 7,737) for Cohen; subsequent Form 4s reflect annual director grants with time-based vesting .
Say-on-Pay & Shareholder Feedback (context for governance)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (NEO compensation) | 45,766,969 | 18,643,930 | 103,159 | 18,310,157 |
| Frequency of Say-on-Pay | 63,793,131 (1 year) | 45,762 (2 years) | 541,908 (3 years) | 133,257 |
| Equity Plan Approval (2025 Plan) | 50,814,745 | 13,605,468 | 93,845 | 18,310,157 |
Governance Assessment
- Board effectiveness: Cohen brings deep scientific/medical credibility and seasoned investment oversight to compensation and science oversight, enhancing board evaluation of talent incentives and R&D strategy. Independence and strong attendance support engagement quality .
- Alignment and incentives: Director pay mix is balanced between cash and equity; annual equity fully time-based with vesting aligned to annual meeting cadence; director comp capped at $1 million/year; director awards subject to clawback policy via equity plan, promoting discipline .
- Ownership alignment: Beneficial ownership (<1%) plus options/RSUs, with robust ownership/retention guidelines and hedging/pledging prohibitions, enhances skin-in-the-game and mitigates misalignment risks .
- Conflicts/related-party exposure: No related-party transactions involving directors/NEOs since Jan 1, 2024; compensation committee interlocks not present; multiple external boards (Progyny, CareDx, Kyverna) do not indicate disclosed conflicts with Intellia operations; board considered affiliations with >5% holders in independence assessments .
- RED FLAGS: None disclosed regarding pledging, hedging, option repricing (prohibited), legal proceedings, or related-party transactions; director equity automatically vests upon change in control (standard practice; monitor in sale scenarios) .
Overall signal: Strong independence, relevant scientific and investment expertise, active committee participation, and shareholder-aligned policies (ownership guidelines, clawback, hedging ban) support investor confidence; continue monitoring external board obligations and any evolving interlocks as Intellia approaches commercialization milestones .