Paula K. Cobb
PROTHENA CORP PUBLIC LTDAbout Paula K. Cobb
Paula K. Cobb, age 52, is an independent director of Prothena Corporation plc (PRTA) with 5.7 years of board tenure as of March 28, 2025. She holds a B.A. from Amherst College and an M.B.A. from Harvard Business School, and previously served in senior operating and corporate development roles at Affinia Therapeutics (Chief Business Officer, 2020–2023), Decibel Therapeutics (EVP Corporate Development and COO, 2016–2019), and Biogen (SVP Rare Disease Group; SVP MS Franchise Strategy; VP Program Leadership, 2003–2016). She has served on PRTA’s board since 2019 and is deemed independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affinia Therapeutics, Inc. | Chief Business Officer | 2020–2023 | Corporate strategy and BD leadership in gene therapy |
| Decibel Therapeutics, Inc. | EVP Corporate Development; Chief Operating Officer | 2016–2019 | Led corporate development, operations at clinical-stage biotech |
| Biogen, Inc. | SVP Rare Disease Group; SVP MS Franchise Strategy; VP Program Leadership & Management | 2003–2016 | P&L and franchise strategy; portfolio/program leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nightstar Therapeutics plc | Director | 2018–2019 | Biotech board service; company acquired by Biogen in 2019 |
Board Governance
- Independence: Independent director under Nasdaq rules; PRTA’s Chair (Daniel G. Welch) is independent and Board leadership is separated from the CEO, with regular executive sessions of independent directors .
- Committees and roles (FY2024 governance baseline):
- Audit Committee: Member .
- Compensation Committee: Chair .
- Nominating & Corporate Governance Committee: Not a member .
- Research & Development Committee: Not a member .
- Attendance: In FY2024 the Board met 4 times; Audit 7; Compensation 5; Nominating & Corporate Governance 4; R&D 3. Each current director attended at least 75% of the meetings of the Board and committees on which they served; 10 of 11 directors attended the 2024 AGM .
- Related party transactions: PRTA reports no related person transactions since January 1, 2024; anti-hedging/pledging policies prohibit directors from hedging or pledging company stock .
Fixed Compensation
| Component | FY2024 Value | Notes |
|---|---|---|
| Annual Board Retainer (non-Chair) | $60,000 | Standard cash retainer for non-employee directors |
| Committee Fees – Audit (Member/Chair) | $10,000 / $20,000 | FY2024 non-chair member fee increased from $9,000 to $10,000 |
| Committee Fees – Compensation (Member/Chair) | $7,500 / $15,000 | FY2024 non-chair member fee increased from $6,000 to $7,500 |
| Committee Fees – Nominating & Corporate Governance (Member/Chair) | $5,000 / $10,000 | |
| Committee Fees – Research & Development (Member/Chair) | $10,000 / $20,000 | New R&D committee fees approved for FY2024 |
| Paula K. Cobb – Fees Earned (Cash) | $81,339 | Pro-rated cash fees by role and service period |
Performance Compensation
| Equity Award Term | Paula K. Cobb – FY2024 Annual Grant | Program Terms |
|---|---|---|
| Grant Type | Nonqualified Stock Options | Annual grant to non-employee directors |
| Grant Date / Shares | May 15, 2024 / 15,000 shares | Set at 15,000 shares for FY2024 |
| Exercise Price | $22.39 per share | Closing market price on grant date |
| Vesting | Earlier of 1st anniversary or next AGM; service-based | 10-year term; standard director vesting terms |
| Grant Date Fair Value | $223,007 | ASC 718 fair value |
| Change-in-Control Treatment (Plan) | Automatic acceleration only if awards not assumed/substituted; performance awards vest at greater of actual vs target (prorated) | 2018 LTIP governance features |
Other Directorships & Interlocks
| Company | Interlock/Role | Observations |
|---|---|---|
| None disclosed (current) | N/A | No current public company directorships disclosed for Cobb; prior service at Nightstar Therapeutics (2018–2019) |
Expertise & Qualifications
- Strategic, operating and BD leadership across commercial-stage and clinical-stage biopharma; experience overseeing franchise strategy and rare diseases at Biogen supports Compensation Committee chair responsibilities .
- Advanced business training (Harvard MBA) and extensive program leadership experience; regulatory and commercialization exposure among board skills matrix (Regulatory, Business Strategy/Operations, Public Company Governance) attributed to her profile .
Equity Ownership
| Metric | As of Mar 3, 2025 | As of Sep 24, 2025 |
|---|---|---|
| Shares Owned (Direct) | — | — |
| Shares Acquirable Within 60 Days (Stock Options) | 97,500 | 112,500 |
| Total Beneficially Owned | 97,500 | 112,500 |
| % of Outstanding Shares | <1% (asterisked) | <1% (asterisked) |
| Outstanding Option Awards (Total held, end FY2024) | 112,500 | — |
PRTA prohibits directors and officers from hedging or pledging company securities via its Code of Conduct and Insider Trading Compliance Policy .
Compensation Committee Analysis
- Composition and leadership: Cobb (Chair), Cooke, Welch (all independent) as of the 2025 proxy; prior year composition included Cobb, Cooke, and Nodelman (independent), with Nodelman later replaced by Welch, indicating refresh and continued independence .
- Consultant independence: Pay Governance LLC engaged directly by the Committee; independence assessed with no conflict of interest identified .
- Responsibilities: Oversees executive and director compensation; administers equity plans; CEO participates in recommendations for other executives but not his own pay .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: At PRTA’s 2024 annual general meeting, 99% of votes cast approved 2023 NEO compensation; Committee did not change programs based on this result, reflecting strong shareholder alignment .
Governance Assessment
- Committee leadership and independence: Cobb’s dual service on Audit (member) and Compensation (chair) positions her centrally in pay governance and financial oversight; all committee members are independent, and Audit has a designated financial expert (Cooke), which supports board effectiveness .
- Engagement and attendance: Board/committee cadence and ≥75% attendance in FY2024, plus robust AGM participation, signal engagement; however, PRTA reports attendance collectively rather than per-director percentages, limiting precision for individual assessment .
- Incentives and alignment: Director equity in stock options (15,000 shares annually; 10-year term) materially aligns interests with shareholders; absence of RSUs for directors reduces short-term guarantees and preserves market-linked risk exposure .
- Conflicts and related-party exposure: No related person transactions disclosed for 2024; independent consultant used by Compensation Committee; anti-hedging/pledging policies in place—no evident conflicts or alignment red flags for Cobb .
- RED FLAGS: None observed specific to Cobb—no related-party transactions, tax gross-ups, or option repricing; equity plan explicitly prohibits repricing/exchanges without shareholder approval .