Andrew Dreyfus
About Andrew Dreyfus
Andrew Dreyfus, 66, is an independent Class III director of Alto Neuroscience (ANRO) who has served on the Board since October 2023; his current term runs through the 2027 annual meeting. He is the former President and Chief Executive Officer of Blue Cross Blue Shield of Massachusetts (2010–2022) and previously held roles of increasing responsibility there beginning in 2005; he holds a B.A. in English from Connecticut College. The Board has determined he is independent under NYSE standards. He also serves on the board of Ironwood Pharmaceutics, Inc. (since April 2016) and Octave Health Group Inc. (since February 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Blue Cross Blue Shield of Massachusetts | President & Chief Executive Officer | Sep 2010 – Dec 2022 | Led major health insurer; prior roles of increasing responsibility (2005–2010). |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ironwood Pharmaceutics, Inc. | Director | Since Apr 2016 | Public company directorship. |
| Octave Health Group Inc. (private) | Director | Since Feb 2024 | Private company board. |
| Non-profit boards/advisory boards | Board/advisory member | Ongoing | Serves on numerous non-profit boards/advisory boards. |
Board Governance
- Independence: The Board determined Dreyfus is independent under NYSE rules.
- Board structure: CEO serves as Chair; Christopher Nixon Cox is Lead Independent Director, who presides over executive sessions and liaises with management and shareholders.
- Attendance: The Board met 11 times in FY2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors held regular executive sessions in FY2024.
- Risk oversight: Audit oversees financial and cybersecurity risks; Compensation monitors incentive-related risk; Governance oversees governance guidelines and Board evaluations.
| Committee | Member? | Chair | FY2024 Meetings |
|---|---|---|---|
| Audit | Yes | Gwill York (Chair) | 4 |
| Compensation & Management Development | Yes | Christopher Nixon Cox (Chair) | 7 |
| Nominating & Corporate Governance | No | Po Yu (Jeff) Chen (Chair) | 1 |
Fixed Compensation
- Policy (effective at IPO): Annual cash retainer $40,000; additional $8,000 (Audit member), $6,000 (Compensation member), $5,000 (Nominating member); Audit Chair $16,000; Compensation Chair $12,000; Governance Chair $10,000; Lead Independent Director additional $20,000. Directors may elect to receive some/all eligible cash compensation in stock options.
| Item | Amount |
|---|---|
| 2024 Cash Fees (actual) | $49,500 |
| 2024 Director Option Awards (grant-date fair value) | $369,334 |
| 2024 Total Director Compensation | $418,834 |
Performance Compensation
- Structure: Non-employee directors receive stock options under the 2024 Equity Incentive Plan. Initial option grant: 30,574 shares at appointment (IPO grants at $16.00 exercise price); annual option grant: 15,287 shares at each annual meeting. Initial grants vest monthly over 3 years; annual grants vest by the earlier of 1 year or the next annual meeting. Option term is 10 years. Directors can elect to receive options in lieu of some/all cash retainers.
| Equity Award Element | Terms |
|---|---|
| Initial director grant | 30,574 options; if granted at IPO, exercise price = $16.00; vest monthly over 3 years; 10-year term. |
| Annual director grant | 15,287 options at annual meeting; vest by earlier of 1 year or next annual meeting; 10-year term. |
| Cash-for-options election | Directors may elect to receive options in lieu of all or part of cash retainers. |
Other Directorships & Interlocks
- Public company boards: Ironwood Pharmaceutics, Inc. (since 2016).
- Private company boards: Octave Health Group Inc. (since 2024).
- Interlocks/related-party exposure: The company discloses related-party transactions since January 1, 2023; none involve Dreyfus.
- Auditor/consultant conflicts: Compensation Committee retained Aon as independent consultant and concluded no conflicts under SEC/NYSE criteria.
Expertise & Qualifications
- Healthcare leadership: Former President & CEO of Blue Cross Blue Shield of Massachusetts; extensive industry leadership.
- Board/committee service: Serves on ANRO Audit and Compensation Committees.
- Audit committee “financial expert” designation: The Board designated Cox and York as “audit committee financial experts”; Dreyfus is not designated as such.
- Education: B.A. in English, Connecticut College.
- Independence: Determined independent under NYSE standards.
Equity Ownership
| Metric | Detail |
|---|---|
| Beneficial ownership (as of Mar 17, 2025) | 24,604 shares (all via options exercisable within 60 days); <1% of shares outstanding. |
| Outstanding options (12/31/2024) | 53,055 shares underlying options outstanding. |
| Hedging/pledging | Company policy prohibits hedging, short sales, derivative transactions, margin accounts, and pledging of company stock. |
Governance Assessment
- Positives: Independent director with deep payer/healthcare leadership; sits on Audit and Compensation committees; Board reports 75%+ attendance; hedging/pledging prohibited; no related-party transactions disclosed involving Dreyfus.
- Alignment: Director pay includes significant equity via option grants, aligning interests with shareholders; policy allows directors to take options in lieu of cash.
- Watch items: Not designated an “audit committee financial expert” (committee already includes two such experts); beneficial ownership consists of options exercisable within 60 days with no direct common share holdings disclosed in the table (ownership <1%).
Notes:
- As an emerging growth company, ANRO is not yet required to conduct say-on-pay votes.
- Committee meeting counts (FY2024): Audit 4; Compensation 7; Nominating 1.