Michael Cola
About Michael F. Cola
Michael F. Cola, 65, has served on Phathom’s board since September 2019 and as independent Chairman since February 2022. He is deemed independent under Nasdaq rules. His background includes CEO roles at Avalo Therapeutics (formerly Cerecor/Aevi) and Shire’s Specialty Pharmaceuticals business, earlier leadership at Safeguard Scientifics and commercialization roles at AstraMerck/AstraZeneca. He holds a B.A. in biology/physics (Ursinus College) and an M.S. in biomedical science (Drexel University). Attendance: each director, including Mr. Cola, attended at least 75% of 2024 board/committee meetings (board met 10 times). Anti-hedging/pledging prohibitions apply to directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avalo Therapeutics (Cerecor/Aevi) | Chief Executive Officer; President (Aevi) | Feb 2020–Feb 2022 (CEO Avalo); Sep 2013–Feb 2020 (CEO/President Aevi) | Led biotech through transition and integration post-acquisition. |
| Shire plc | President, Specialty Pharmaceuticals; EVP Global Therapeutic BUs & Portfolio Mgmt | 2005–Apr 2012 | Ran specialty pharma business; global portfolio leadership. |
| Safeguard Scientifics | President, Life Sciences Group; Chairman/CEO Clarient; Chairman Laureate Pharma | Pre-2005 | Operated/lit biotech tools/CMO assets. |
| AstraMerck/AstraZeneca | Product development and commercialization leadership | Prior to Safeguard | Commercial leadership experience in large pharma. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sage Therapeutics, Inc. | Director | Current | Public biopharma board service. |
Board Governance
| Item | Detail |
|---|---|
| Board leadership | Independent Chairman (Michael F. Cola); CEO role separated. |
| Independence | Board determined Cola is independent under Nasdaq standards. |
| Committees | Compensation (Chair); Nominating & Corporate Governance (Member); not on Audit. |
| Committee charters & oversight | Audit oversees financial reporting/cyber; Compensation oversees pay/clawback; NCG oversees governance/conflicts. |
| Meetings & attendance | Board met 10× in 2024; each director attended ≥75% of applicable meetings. |
| Anti-hedging/pledging | Directors prohibited from hedging, shorting, margining or pledging company stock. |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (director) | $50,000 per non‑employee director. |
| Chair retainers | Board Chair: +$40,000; Audit Chair: +$20,000; Comp Chair: +$15,000; NCG Chair: +$10,000. |
| Committee member retainers | Audit: +$10,000; Comp: +$7,500; NCG: +$5,000. |
2024 actual director compensation for Michael F. Cola:
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | 114,167 |
| Option Awards ($) | 121,280 |
| Stock Awards ($) | 108,150 |
| Total ($) | 343,597 |
Notes:
- Director comp program reviewed with independent consultant Pay Governance; equity sizes increased in May 2024 to align with market medians.
Performance Compensation
| Equity Component | 2024 Grant Size | Grant-date Value/Price | Vesting |
|---|---|---|---|
| Annual RSUs (non‑employee directors) | 10,500 RSUs | $10.30 per share grant-date closing price | Vest at earlier of 1 year or next annual meeting, subject to service. |
| Annual Stock Options (non‑employee directors) | 17,500 options | $121,280 aggregate grant-date fair value (Black-Scholes) | Vest at earlier of 1 year or next annual meeting, subject to service. Exercise price = grant-date fair market value. |
Additional disclosure:
- Form 4 reports a grant of 10,500 RSUs to Michael F. Cola on May 23, 2024 under the director program.
No performance metrics are used for director equity awards; awards are time‑based (not performance‑based).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Sage Therapeutics, Inc. (Director). |
| Committee interlocks | Company discloses no compensation committee interlocks; none of 2024 compensation committee members were officers/employees. |
| Related-party/transactions | Related‑party items disclosed involve PCI Pharma Services (Frazier affiliate); no transaction disclosed involving Mr. Cola. |
Expertise & Qualifications
- Senior biotech/pharma operator (CEO, President) with commercialization and portfolio management depth; board leadership across biopharma and tools/CMO sectors.
- Independent Compensation Committee Chair at PHAT; governance familiarity with independent consultant use and clawback oversight.
- Education: B.A. (Ursinus), M.S. (Drexel).
Equity Ownership
| As of | Total Beneficial Ownership (shares) | % Outstanding | Breakdown |
|---|---|---|---|
| April 7, 2025 | 142,658 | <1% | 113,360 options exercisable within 60 days; 9,798 common shares held directly; 19,500 RSUs vesting within 60 days. |
| Dec 31, 2024 (outstanding awards) | — | — | Options outstanding: 113,360; RSUs outstanding: 10,500. |
Pledging/Hedging: Prohibited for directors under company policy.
Say‑on‑Pay & Shareholder Feedback (Context Signal)
- 2025 Say‑on‑Pay advisory vote: For 24,584,781; Against 8,704,739; Abstain 1,185,046; Broker non‑votes 17,427,382. Frequency vote supported annual (1‑year) cadence.
Governance Assessment
- Strengths:
- Independent Chair with separate CEO role; clear committee structure and independence determinations.
- Compensation Committee chaired by an experienced industry operator; use of independent consultant; clawback policy in place.
- Anti‑hedging/pledging policy enhances alignment; director equity delivered annually (mix of options and RSUs).
- Attendance met disclosure threshold; board met 10× in 2024.
- Monitoring items:
- Chair also serves as Compensation Committee Chair, concentrating governance influence in one director (still independent).
- Significant sponsor presence among major holders (e.g., Frazier funds) on the board; maintain vigilance on related‑party oversight (e.g., PCI relationship via Frazier).
Appendix: Committee Assignments (Current)
| Committee | Members | Chair |
|---|---|---|
| Audit | Kunz; Karbe; Schroeder | Kunz |
| Compensation | Cola; Parikh; Stenhouse | Cola |
| Nominating & Corporate Governance | Cola; Parikh; Topper | Parikh |
Appendix: Insider Transactions (Director Grants)
| Date of Transaction | Form | Security | Quantity/Type | Notes |
|---|---|---|---|---|
| May 23, 2024 (filed May 24, 2024) | Form 4 | RSU | 10,500 | Non‑employee director annual grant under program. |
| June 2025 (filed June 5, 2025) | Form 4 | Equity award (non‑open market) | — | Acquisition reported; see filing for details. |
Notes on Director Compensation Program mechanics and benchmarking come from the 2025 Proxy Statement; all values shown above are as disclosed therein.