Christopher Cook
CASSAVA SCIENCESAbout Christopher Cook
R. Christopher Cook is Senior Vice President & General Counsel of Cassava Sciences, serving since October 2022; he is 61 years old as of the 2025 record date, with a BA in English from Emory University and a JD from Harvard Law School . Prior roles include Global Head of Litigation & Government Investigations at Alcon since 2017, Vice President/division General Counsel for Walmart Central America, 17 years as a litigation partner at Jones Day, and service as an Assistant U.S. Attorney in Chicago, shaping a legal and regulatory skillset well-suited to biotech risk management . Company performance during his tenure saw cumulative TSR increase to $433 on a $100 base through year-end 2023, then decline to $45 by year-end 2024, underscoring volatility for equity-linked pay outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alcon | Global Head of Litigation & Government Investigations | 2017–2022 | Led global litigation and government investigations at a public medical device/pharma company, strengthening compliance and defense posture . |
| Walmart Central America | Vice President & division General Counsel | — | Oversaw legal for Central America operations, improving governance and regulatory navigation in a complex geography . |
| Jones Day | Litigation Partner (Washington, DC & Chicago) | 17 years | Managed complex litigation; deep experience advising corporates on high-stakes disputes . |
| U.S. Department of Justice | Assistant U.S. Attorney (Chicago) | — | Prosecuted federal cases; developed trial experience critical to corporate legal risk oversight . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus Paid ($) |
|---|---|---|---|
| 2022 | 74,102 | — | — |
| 2023 | 425,000 | — | — (no bonuses paid to executive officers for 2023) |
| 2024 (annualized) | 438,000 (effective Jan 1, 2024) | Not disclosed (targets instituted for CEO only) | Not disclosed |
Performance Compensation
| Instrument | Grant Date | Shares | Exercise Price ($/sh) | Grant Date Fair Value ($) | Vesting | Expiration |
|---|---|---|---|---|---|---|
| Stock Options | 10/28/2022 | 100,000 | 36.76 | 3,541,960 | Monthly over 36 months (1/36th per month) | 10/28/2032 |
| Stock Options | 10/03/2023 | 50,000 | 17.54 | 844,275 | Monthly over 36 months (1/36th per month) | 10/03/2033 |
No performance share units were granted in 2023; equity awards are time-based options under the 2008/2018 plans .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 47,222 shares (all issuable via options exercisable within 60 days of March 19, 2024); <1% of outstanding shares . |
| Hedging/Pledging | Hedging prohibited; pledging or margin accounts restricted—requires written approval from Compliance Officer . |
| Ownership guidelines | None in place for executives; insider trading policy with mandatory pre-clearance and trading window restrictions . |
| Clawback | Nasdaq- and SEC-compliant clawback policy adopted Oct 2, 2023 for recovery of excess incentive compensation after restatements . |
| Insider selling | No option exercises reported by Cook in 2023 . |
Vested vs unvested options (as of 12/31/2023):
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 10/28/2022 | 29,167 | 70,833 | 36.76 | 10/28/2032 |
| 10/03/2023 | 2,778 | 47,222 | 17.54 | 10/03/2033 |
Accelerated vesting: The 2018 Omnibus Incentive Plan includes provisions for accelerated vesting upon certain termination events in connection with a change in control; intrinsic value depends on prevailing stock price at the event .
Employment Terms
| Term | Detail |
|---|---|
| Start date | October 28, 2022 . |
| Current role | Senior Vice President & General Counsel . |
| Contract/term | Employment agreement (at-will with severance protections) . |
| Severance (without cause/constructive dismissal) | Base salary and benefits for up to 3 months or until securing other employment, whichever occurs first . |
| Change-in-control severance | Base salary and benefits for 12 months following termination without cause post-Change-in-Control (≥51% share acquisition), subject to separation agreement; equity capital raises do not constitute CIC . |
| Equity acceleration | Eligible under 2018 Omnibus Incentive Plan for accelerated vesting in certain CIC-related terminations (value contingent on stock price at event) . |
| Non-compete / non-solicit | Not disclosed. |
| Garden leave / post-termination consulting | Not disclosed for Cook (company has used consulting for other executives; not applicable to Cook) . |
Investment Implications
- Alignment: Cook’s compensation is primarily cash salary plus time-based options; absence of stock ownership guidelines and use of options (vs PSUs/TSR metrics) suggest moderate direct pay-for-performance linkage, though clawback and insider trading controls mitigate governance risk .
- Retention and change-in-control economics: Severance of 3 months (no-cause) and 12 months (post-CIC) is modest versus typical biotech executive packages, implying limited financial friction to management changes; option acceleration under the 2018 plan could incentivize continuity through potential strategic events .
- Selling pressure: No option exercises by Cook in 2023 and beneficial ownership comprised of options indicate limited near-term selling pressure; pledging and hedging prohibitions further reduce forced-selling risk .
- Performance context: Company TSR rose strongly through 2023 ($100→$433) then fell sharply by 2024 ($100→$45), highlighting option value sensitivity to volatile outcomes in late-stage clinical programs; legal and regulatory stewardship is critical to execution risk management in this environment .
Overall: Governance policies (clawback, insider trading controls) are robust; compensation structure is simple and retention economics are modest. Monitoring future equity grant cadence, vesting schedules, and any Form 4 activity is advisable as pivotal regulatory and clinical milestones approach .