Independent
Tenure on this board
6.0 yrs
Also a director at
Viridian Therapeutics Inc (VRDN)Jade Biosciences Inc (JBIO)Damora Therapeutics Inc (DMRA)
Meeting calendar
COGT · Annual meeting · Tuesday, June 9, 2026
Cogent Biosciences Inc
3 nominees · 3 ballot items.
Election of three Class II directors; Ratification of PwC as independent auditor; Non-binding advisory approval of named executive officer compensation.
Market cap
$6.5B
1Y TSR
+243.1%
Board grade
B
Record date
Apr 13, 2026
Filing
DEF 14A
Meeting concluded · Jun 9, 2026
Follow how the vote landed and what changed on Cogent Biosciences Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect three Class II director nominees (Chris Cain, Arlene M. Morris, Todd Shegog) to serve until the 2029 Annual Meeting.
- 2
Ratification of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
- 3
Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding, advisory approval of the compensation of the Company’s named executive officers.
More detail
This proposal asks stockholders to cast a non-binding advisory vote on the compensation paid to the named executive officers for fiscal 2025 (the say-on-pay vote). Management seeks this vote to satisfy SEC rules and to solicit stockholder feedback; although advisory, the Board and Compensation Committee will consider the outcome when making future compensation decisions. The Company’s CD&A outlines that executive pay is heavily performance-based with base salaries at market, bonuses tied to corporate milestones and equity incentives (PSUs, RSUs, options) emphasizing long-term alignment. In 2025 the Company reported transformative clinical and commercial progress (positive Phase 3 and Phase 2 results for bezuclastinib, NDA submissions, substantial capital raises) which resulted in significant PSU vesting and materially increased reported compensation actually paid to executives. The Board recommends a vote FOR the proposal and notes the Compensation Committee’s use of an independent consultant, clawback policy, and peer benchmarking; it frames the program as designed to align management incentives with stockholder interests via substantial at-risk pay. The Company’s prior year say-on-pay received 99% support and management highlights that and other governance practices in support of its recommendation.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
7.0 yrs
Also a director at
Palatin Technologies Inc (PTN)Viridian Therapeutics Inc (VRDN)Edgewise Therapeutics Inc (EWTX)
Independent
Tenure on this board
5.4 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.3% | 20,993,733 | $808M |
| 2 | DEERFIELD MANAGEMENT COMPANY, L.P. | 5.3% | 9,043,903 | $348M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 7,333,333 | $282M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 6,894,959 | $265M |
| 5 | BlackRock, Inc. | 3.7% | 6,405,608 | $247M |
| 6 | JANUS HENDERSON GROUP PLC | 3.4% | 5,807,020 | $224M |
| 7 | STATE STREET CORP | 3.3% | 5,663,543 | $218M |
| 8 | Fairmount Funds Management LLC | 3.2% | 5,503,418 | $212M |
| 9 | RTW INVESTMENTS, LP | 3.2% | 5,458,675 | $210M |
| 10 | TCG Crossover Management, LLC | 2.9% | 4,946,894 | $190M |
Peers
Nearest market capOther Healthcare sector meetings6
Upcoming shareholder meetings at Cogent Biosciences Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Amneal Pharmaceuticals IncAMRX
Special meeting·Jul 31, 2026·$5.8B
Doximity IncDOCS
Annual meeting·Aug 27, 2026·$4.1B
Haemonetics CorpHAE
Annual meeting·Jul 24, 2026·$3.6B
Organon & CoOGN
Special meeting·Jul 23, 2026·$3.5B
Apogee Therapeutics IncAPGE
Special meeting·Aug 11, 2026·$10.1B
Prestige Consumer Healthcare IncPBH
Annual meeting·Aug 4, 2026·$2.4B
Reference
Frequently asked questions
- When is the Cogent Biosciences Inc 2026 annual meeting?
- Cogent Biosciences Inc (COGT) holds its 2026 annual shareholder meeting on Tuesday, June 9, 2026.
- What is the record date for the Cogent Biosciences Inc 2026 meeting?
- The record date for the Cogent Biosciences Inc 2026 meeting is Monday, April 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Cogent Biosciences Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Cogent Biosciences Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Cogent Biosciences Inc 2026 meeting?
- Shareholders will vote on 3 proposals at the Cogent Biosciences Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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