Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Appointment of New Director
Effective as of February 22, 2021, the Board of Directors (the Board) of Cogent Biosciences, Inc. (the Company) appointed Todd E.
Shegog as a Class II director. As a Class II director, Mr. Shegog will stand for election at the Companys 2023 Annual Meeting of Stockholders. Additionally, Mr. Shegog was appointed as the Chair of the Audit Committee of
the Board.
Mr. Shegog has more than 25 years of financial, operations, corporate strategy and compliance expertise in the biotechnology and
pharmaceutical industries. He has served as Senior Vice President and Chief Financial Officer of Forma Therapeutics since September 2019. Prior to Forma Therapeutics, Mr. Shegog served as Chief Financial Officer of Synlogic, Inc. where he
directed the companys financial strategy and management as well as facilities and information systems from September 2016 to September 2019. From April 2014 to August 2016, Mr. Shegog served as Senior Vice President and Chief Financial
Officer at Forum Pharmaceuticals, Inc. where he was responsible for finance, operations, and information systems during their pursuit of innovative therapies for schizophrenia and Alzheimers disease. He also served as the Chief Financial
Officer of Millennium Pharmaceuticals, Inc., now Takeda Oncology, where he was responsible for management of the companys financial resources, corporate planning, financial reporting, and compliance from 1998 to 2014. Mr. Shegog earned a
Bachelor of Science degree in electrical engineering from Lafayette College and an MBA degree from the Tepper School of Management at Carnegie Mellon University.
In connection with his Board service, Mr. Shegog will receive an option to purchase 37,500 shares of common stock, which will vest over a three-year
period from the date of grant, and will be entitled to $50,000 in annual cash compensation for service on the Board and the Audit Committee.
Indemnification Agreement
In connection with
Mr. Shegogs appointment to the Board, Mr. Shegog will enter into the Companys standard form of indemnification agreement. Pursuant to the terms of the indemnification agreement, the Company may be required, among other things,
to indemnify Mr. Shegog for some expenses, including attorneys fees, judgments, fines and settlement amounts incurred by him in any action or proceeding arising out of his service on the Board.
Mr. Shegog has no family relationship with any of the executive officers or directors of the Company. There are no arrangements or understandings between
Mr. Shegog and any other person pursuant to which he was appointed as a director of the Company.