Elona Kogan
About Elona Kogan
Elona Kogan, Esq., has served as Chief Legal Officer (CLO) of Terns Pharmaceuticals since July 29, 2024, following a leadership transition announced via 8-K and press release; the appointment was effective immediately . She brings 20+ years in life sciences with prior senior legal roles at Seer, Inc. (CLO; pivotal role in IPO and commercialization), ARIAD Pharmaceuticals, Avanir Pharmaceuticals, and King Pharmaceuticals . She has acted as Terns’ authorized signatory on multiple subsequent SEC filings in 2024–2025 (e.g., September 9, 2024; February 24, 2025; March 20, 2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Seer, Inc. | Chief Legal Officer | Not disclosed | Played pivotal role in IPO and commercialization |
| ARIAD Pharmaceuticals | Senior legal leadership | Not disclosed | Leadership experience in biotech operations |
| Avanir Pharmaceuticals | Senior legal leadership | Not disclosed | Leadership experience in biotech operations |
| King Pharmaceuticals | Senior legal leadership | Not disclosed | Leadership experience in biotech operations |
External Roles
- No public company board directorships disclosed for Kogan in Terns’ 2025 proxy .
Fixed Compensation
- Kogan is not listed among Terns’ 2024 named executive officers (NEOs) in the 2025 DEF 14A (NEOs were the CEO, former President/Head of R&D, former CFO, and Chief Business Officer); her base salary, target bonus, and bonus payout are not disclosed in the proxy .
- No separate employment agreement or offer letter terms (salary/bonus) were disclosed in the July 29, 2024 8-K beyond the appointment announcement .
Performance Compensation
- No disclosure of Kogan’s performance-based compensation (RSUs/PSUs, options, metrics/weightings, payouts) appears in the 2025 proxy or the July 29, 2024 8-K .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership | Not itemized for Kogan in the 2025 DEF 14A Security Ownership table; she is not named among executive officers/directors in the table . |
| Shares outstanding basis | 87,336,770 shares outstanding as of April 14, 2025 (ownership percentages derive from this base) . |
| Hedging/Pledging | Company states it does not have a hedging policy for employees, officers, and directors at this time; pledging policy not disclosed (alignment risk) . |
| Clawback | Compensation Recovery (Clawback) Policy effective October 2023, compliant with SEC/Nasdaq; applies to erroneously awarded incentive compensation after a required restatement . |
| Ownership guidelines | No stock ownership guideline disclosure identified for executives in the proxy . |
Employment Terms
| Provision | Details |
|---|---|
| Start date | Appointment effective immediately as Chief Legal Officer announced July 29, 2024; earliest event date July 23, 2024 . |
| Contract term | Not disclosed . |
| Severance | Not disclosed . |
| Change-of-control | Not disclosed for Kogan; CEO/CBO arrangements are detailed separately in proxy but do not apply to Kogan . |
| Non-compete / Non-solicit | Not disclosed . |
| Garden leave / consulting | Not disclosed . |
Performance & Track Record
- During Kogan’s tenure (from July 2024), Terns advanced TERN-701 (allosteric BCR::ABL1 inhibitor) with an ASH abstract and oral presentation selection; Phase 1 data reported 24-week cumulative MMR of 75% and 64% achieving/100% maintaining MMR, with strong efficacy in refractory subgroups and encouraging safety; investor call scheduled Dec 8, 2025 .
- The company discontinued further development of its oral GLP-1RA TERN-601 following Phase 2 topline data (max placebo-adjusted weight loss 4.6%; some significant AEs) and reiterated focus on oncology (TERN-701) .
- Terns strengthened capital position via September 2024 offering and reported cash runway into 2028 in subsequent updates .
Compensation Committee Analysis
- Compensation Committee members: Jeffrey Kindler (Chair), Robert Azelby, David Fellows; independent under Nasdaq rules; manages executive comp policies excluding CEO (CEO comp recommended to board) and administers Clawback Policy decisions .
- Independent consultant: Alpine Rewards engaged in 2024; committee assessed and disclosed Alpine’s independence and absence of conflicts .
Investment Implications
- Lack of disclosed pay/ownership specifics for the CLO limits pay-for-performance analysis and visibility into potential insider selling pressure or retention incentives; she is not an NEO in the 2025 proxy .
- Company-level policies: presence of a formal Clawback is governance-positive, but the absence of a hedging policy for officers is a potential alignment risk for investors seeking strict anti-hedging standards .
- Operational execution: legal leadership continuity since mid-2024 coincides with strategic pivot away from metabolic assets and a focus on oncology, advancing a high-potential asset (TERN-701) and strengthening capital runway—portfolio managers should weigh the execution momentum against single-asset concentration risk in oncology .
Key data gaps for trading/comp alignment signals: Kogan’s salary, bonus targets/payouts, RSU/option grants, vesting schedules, severance, and change-of-control terms are not disclosed in available filings. Consider monitoring future proxies (DEF 14A) or Form 3/4 filings for updates .