CEO Andrew Robbins received total reported compensation of approximately $27.8 million in 2025, a year in which Cogent achieved three positive pivotal clinical trial results and its stock rose over 700%, dramatically outperforming the biotech benchmark (XBI — SPDR S&P Biotech ETF). The compensation program is heavily weighted toward variable pay — the company reports 97% of CEO pay and 94% of other named executive officer pay is 'at risk' through stock options, performance stock awards (which vested at maximum based on stock price hurdles being met), and performance-linked bonuses — meaning the large reported number reflects stock price gains that shareholders also enjoyed rather than fixed pay disconnected from results. The prior year's say-on-pay vote received 99% support, a clawback policy is in place, and no hedging or excise tax gross-ups exist, reflecting sound governance practices consistent with a FOR vote.

PwC has served as Cogent's auditor since 2015 (approximately 11 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees of approximately $220,986 (tax fees of $218,986 plus other fees of $2,000) represent about 15% of audit fees of $1,491,000, comfortably below the 50% threshold that would trigger an against vote. PwC is a Big Four firm appropriate for a company of Cogent's size and complexity, and no material restatements were identified.