Elizabeth Rozek
About Elizabeth Rozek
Elizabeth Rozek, Esq. is General Counsel and Chief Compliance Officer at Sagimet Biosciences (SGMT), serving since April 2023; she was promoted to Chief Legal & Administrative Officer effective November 1, 2025 . She is 53 years old and holds a B.A. from Brown University, an M.A. from UC San Diego, and a J.D. from UC Berkeley . Company performance metrics relevant to incentive pay: in 2024, SGMT’s corporate goals (clinical development, pipeline, financing, operations) were determined achieved at 100%, driving full target cash bonuses for NEOs (demonstrating the pay-for-performance framework in practice) .
Company financials (context for pay-for-performance):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | — | $2,000,000* | — |
| EBITDA (USD) | — | — | — |
*Values retrieved from S&P Global
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cognoa, Inc. (pediatric behavioral digital health) | General Counsel & Chief Compliance Officer | Dec 2020–Dec 2022 | Led legal/compliance at a pediatric behavioral digital health company |
| Basilea Pharmaceutica International Ltd. (Swiss-listed biopharma) | Litigation Counsel; General Counsel & Corporate Secretary; Advisory External Counsel; Consultant | Jan 2010–Apr 2023 (various roles) | Senior legal leadership across anti-infective/oncology portfolio |
| U.S. Department of Justice | Civil Prosecutor (RICO tobacco case team) | 2001–2006 | Served on the team that successfully prosecuted the tobacco industry under RICO |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public-company directorships or external board roles disclosed in SGMT proxies |
Fixed Compensation
- SGMT’s 2025 proxy presents detailed compensation only for named executive officers (NEOs: CEO, CFO, CMO); Rozek is an executive officer but not a NEO, so her base salary, target bonus %, and actual bonus are not individually disclosed .
- Annual base salary determinations are described at a policy level (market benchmarking, responsibilities, performance, and board experience), but not individualized for Rozek .
Performance Compensation
- SGMT’s Senior Executive Cash Incentive Bonus Plan pays cash bonuses based on corporate and individual performance objectives; eligible executives have target bonus opportunities set each period .
- Corporate Performance Goals may include revenue, EBITDA, TSR, clinical and regulatory milestones, financing, operating income, ROIC/ROE, shareholder returns, margin/efficiency, EPS, and human capital metrics, measured absolutely or relative to peers/indices .
- For FY 2024, corporate goals were achieved at 100%; NEOs received 100% of target cash incentives. Rozek’s individual bonus outcome is not disclosed .
Equity Ownership & Alignment
- Individual beneficial ownership for Rozek is not disclosed in the security ownership table, which lists directors and NEOs; as of April 14, 2025, directors and executive officers as a group held 4,894,473 shares (14.7% of Series A common stock, including options exercisable within 60 days) .
- Policies:
- Rule 10b5-1 trading plans are permitted; trades execute under preset parameters without further direction, and executives may also trade outside plans when not in possession of MNPI, subject to insider trading policy .
- Compensation Recovery (Clawback) Policy applies to officers subject to Section 16; SGMT will recoup excess compensation tied to restated financials and may seek up to 100% of incentive compensation for willful misconduct or fraud within a 3-fiscal-year recovery window .
- Indemnification agreements: SGMT provides indemnification to each director and executive officer to the fullest extent under Delaware law; Rozek is covered as an executive officer .
- Stock ownership guidelines, hedging/pledging disclosures, and any pledging by Rozek are not disclosed in the proxies reviewed .
Employment Terms
- No individualized employment or severance agreement for Rozek is disclosed in the 2024–2025 proxies; employment, severance, and change-of-control terms in detail are presented for NEOs only .
- Company-wide indemnification for directors and executive officers is in place (Charter/Bylaws and individual agreements) .
Investment Implications
- Data scarcity on Rozek’s individualized compensation, equity grants, and ownership limits precision of pay-for-performance and retention-risk analysis; she is not a NEO and therefore not covered by individual tables in SGMT’s proxy .
- Governance signals are solid: Rule 10b5-1 plan availability, insider trading controls, and a robust clawback policy reduce misalignment and misconduct risk . Indemnification is standard for legal/compliance leadership roles .
- Trading pressure assessment (e.g., Form 4 activity, scheduled 10b5-1 sales) and ownership alignment cannot be concluded for Rozek without Section 16 filings; consider monitoring future 8-Ks, DEF 14A updates, and Form 4s for grant activity, vesting schedules, and any selling behavior .
- Company-level performance alignment is evidenced by 2024 corporate goals achievement at 100% supporting full target bonuses for NEOs; if Rozek participates similarly, her variable pay is likely tied to clinical, pipeline, financing, and operational milestones .