Christopher Nixon Cox
About Christopher Nixon Cox
Christopher Nixon Cox, age 46, is Alto Neuroscience’s Lead Independent Director and has served on the board since April 2022. He holds a J.D. from NYU School of Law, a certificate in Finance from NYU Stern, and a B.A. in Politics from Princeton University. His current term was reclassified to Class III in August 2025 and expires at the 2027 Annual Meeting; he serves as chair of the Compensation and Management Development Committee and sits on the Audit and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brightsphere, Inc. | Vice Chairman | Dec 2018 – Mar 2020 | Public asset manager experience |
| Weil, Gotshal & Manges LLP | Corporate Associate | 2004 – 2006 | Legal and transactional background |
| OC Global Partners LLC | Managing Partner & Co‑founder | Oct 2006 – present | Financial services leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lightswitch Capital | Chief Executive Officer | Dec 2021 – present | Affiliated with 2.73% beneficial ownership via Lightswitch Capital Fund I, L.P. |
| Argali Carbon Corporation | Chief Executive Officer | Jan 2023 – present | Carbon offset developer |
| BioSource Feeds Corporation | Chief Executive Officer | Nov 2023 – present | Feed sector |
| High‑Trend International Group | Chairman & Director | Since Mar 2025 | Shipping industry |
| Newsmax Inc. | Director | Since Dec 2020 | Media |
Board Governance
- Independence: The Board determined Cox is independent under NYSE standards; he is also designated an “audit committee financial expert” alongside Gwill York .
- Lead Independent Director: Responsibilities include presiding over meetings without the Chair, calling independent director sessions, approving schedules/agendas, and liaising with the CEO/Chair and major stockholders .
- Attendance: Board met 11 times in FY2024; each director attended ≥75% of Board/committee meetings during their service period. Independent directors held executive sessions; Cox presided .
Committee memberships (current as of Aug 12, 2025):
| Name | Audit Committee | Compensation & Mgmt Development | Nominating & Corporate Governance |
|---|---|---|---|
| Christopher Nixon Cox | Member | Chair | Member |
Committee meetings in FY2024:
| Committee | Meetings |
|---|---|
| Audit | 4 |
| Compensation & Mgmt Development | 7 |
| Nominating & Corporate Governance | 1 |
Fixed Compensation
Director compensation structure and 2024 actuals:
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Retainer | 40,000 | Policy amount |
| Lead Independent Director Retainer | 20,000 | Policy amount |
| Compensation Committee Chair Retainer | 12,000 | Policy amount |
| Audit Committee Member Retainer | 8,000 | Policy amount |
| Nominating & Corporate Governance Member Retainer | 5,000 | Policy amount |
| 2024 Cash Fees Earned (Cox) | 18,333 | Indicates election of options in lieu of cash for most fees |
Non‑employee director cash retainers are payable quarterly, pro‑rated for partial service; directors may elect to receive some/all eligible cash compensation in the form of stock options .
Performance Compensation
Equity awards for non‑employee directors are time‑based stock options under the 2024 Plan; directors can also receive “Election Options” instead of cash fees. Key terms:
| Award Type | Shares / Value | Exercise Price | Vesting | Change-in-Control |
|---|---|---|---|---|
| Initial Option Grant (IPO policy) | 30,574 shares | At grant FMV (e.g., $16.00 at IPO) | Monthly over 3 years | 10-year term; per plan |
| Annual Option Grant (IPO policy) | 15,287 shares | FMV at grant | Vests by earlier of 1 year or next AGM | 10-year term; per plan |
| Election Options (in lieu of cash fees) | Grant date value equals elected cash; rounded shares | FMV at grant | Quarterly pro‑rata over earning period | Standard terms |
| Amended Initial Grant (Nov 2025 policy) | Lesser of 48,200 shares or $400,000 Black‑Scholes value | FMV at grant | Monthly over 3 years | Vests in full at change-in-control |
| Amended Annual Grant (Nov 2025 policy) | Lesser of 24,100 shares or $200,000 Black‑Scholes value | FMV at grant | Earlier of 1 year or next AGM | Vests in full at change-in-control |
2024 non‑employee director option award value (Cox): $423,655; total 2024 director compensation (Cox): $441,988 . No performance metrics (TSR, revenue, EBITDA) are tied to director compensation—awards are time‑vested; change‑in‑control accelerates vesting per policy .
Other Directorships & Interlocks
| External Board/Role | Potential Interlock/Conflict Consideration |
|---|---|
| Lightswitch Capital (CEO) | Lightswitch Capital Fund I, L.P. holds 715,653 ANRO shares; Cox, as CEO of the GP, may be deemed to have voting/investment power over these shares (part of his 2.73% beneficial ownership). Related‑party financings: $7.5M Series B (1,250,000 shares) and $6.33M Series C (1,342,778 shares) purchased by Lightswitch‑affiliated entities; registration rights persisted post‑IPO . |
| High‑Trend International Group (Chair & Director) | Industry not overlapping with ANRO’s biotech focus; monitor time commitments |
| Newsmax Inc. (Director) | Media company; no disclosed transactions with ANRO |
The company has a formal related‑person transaction policy overseen by the Audit Committee, which considers fairness, independence impacts, and third‑party comparability .
Expertise & Qualifications
- Designated “audit committee financial expert” by the Board, alongside Ms. York .
- Extensive financial/investment leadership: Lightswitch Capital (CEO), Brightsphere (former Vice Chairman), OC Global Partners (Managing Partner) .
- Legal and corporate experience (Weil, Gotshal & Manges LLP); advanced finance education .
Equity Ownership
| Holder/Breakdown | Shares | % Ownership | Notes |
|---|---|---|---|
| Christopher Nixon Cox total beneficial ownership | 739,324 | 2.73% | As of March 17, 2025 (27,072,129 shares outstanding) |
| Lightswitch Capital Fund I, L.P. | 715,653 | — | Cox is CEO of Lightswitch GP, the general partner; may be deemed to have voting/investment power over these shares |
| Options exercisable within 60 days (Cox) | 23,671 | — | Included in beneficial ownership |
| Outstanding options held (as of 12/31/2024) | 35,197 | — | As disclosed in director holdings table |
Policies:
- Hedging/pledging: Company insider trading policy prohibits hedging, derivative trading, short selling, holding shares in margin accounts, and pledging shares as collateral .
- Indemnification: Standard indemnification agreements for directors; D&O insurance maintained .
- Clawback: Dodd‑Frank compliant incentive compensation clawback policy adopted at IPO (primarily executive compensation) .
Governance Assessment
-
Strengths:
- Independent lead director balancing CEO/Chair dual role; presides over executive sessions and liaises with investors .
- Audit committee financial expertise and independence; formal related‑party transaction review policy; robust committee activity and attendance .
- Transparent non‑employee director compensation policy with option elections in lieu of cash; hedging/pledging prohibited .
-
Considerations / RED FLAGS:
- Affiliation with a significant shareholder: Cox’s leadership of Lightswitch’s GP and Lightswitch’s historic and current ownership (Series B/C financings; 2.73% beneficial stake) presents potential perceived conflicts—heightened scrutiny warranted given his role as Compensation Committee Chair and Lead Independent Director .
- Equity award acceleration on change‑in‑control for directors reduces at‑risk structure and could be viewed as shareholder‑unfriendly in some governance frameworks; ensure alignment with long‑term performance .
- Multiple external leadership roles (Lightswitch, Argali Carbon, BioSource Feeds, High‑Trend, Newsmax): monitor for overboarding, though the Board explicitly reviews time commitments and independence .
-
Additional notes:
- Emerging Growth Company status—ANRO is not required to conduct say‑on‑pay votes yet, limiting direct shareholder feedback on compensation frameworks .
- Board reclassified classes in Aug 2025; Cox now Class III (term thru 2027), maintaining committee leadership/memberships—signals continuity but should be tracked for sustained independence and effectiveness .
Director Compensation (Cox) – FY2024
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 18,333 |
| Option Awards (grant-date fair value) | 423,655 |
| Total | 441,988 |
| Shares Underlying Outstanding Options (12/31/2024) | 35,197 |
Non‑Employee Director Compensation Policy (Key Terms)
| Element | Detail |
|---|---|
| Annual Cash Retainer | $40,000 |
| Lead Independent Director | +$20,000 |
| Committee Chair Retainers | Audit $16,000; Compensation $12,000; NCGC $10,000 |
| Committee Member Retainers | Audit $8,000; Compensation $6,000; NCGC $5,000 |
| Initial Option Grant (legacy) | 30,574 shares; 10‑year term; monthly vesting over 3 years; FMV strike |
| Annual Option Grant (legacy) | 15,287 shares; vests by earlier of 1 year or next AGM; FMV strike |
| Election Options (in lieu of cash) | FMV strike; value equals elected cash; quarterly vesting |
| Amended (Nov 2025) Initial | ≤48,200 shares or ≤$400,000 Black‑Scholes; vest monthly over 3 years; full vest at change‑in‑control |
| Amended (Nov 2025) Annual | ≤24,100 shares or ≤$200,000 Black‑Scholes; 1‑year/next AGM vest; full vest at change‑in‑control |
Related‑Party & Financing History (Selected)
| Transaction | Party | Amount/Units | Date |
|---|---|---|---|
| Series B Preferred purchase | Lightswitch Capital Fund I, L.P. | 1,250,000 shares; $7,500,000 | Apr 2022 – Jan 2023 |
| Series C Preferred purchase | Lightswitch‑affiliated entities | 1,342,778 shares; $6,328,714 | Nov 2023 |
| Registration/Investor Rights | Lightswitch‑affiliated entities (among others) | Registration rights survived IPO | Post‑IPO |
These transactions were subject to disclosure and the company’s related‑party policy (post‑IPO) with Audit Committee oversight .
Equity Ownership & Policy Protections
- Beneficial ownership (Cox): 739,324 shares; 2.73% (includes options exercisable within 60 days) .
- Insider trading policy prohibits hedging/derivative trading/shorting/margin and pledging of shares—mitigates misalignment risks .
- Indemnification agreements with directors; D&O insurance maintained .
Governance Signals for Investors
- Positive: Independent leadership, committee expertise, clear compensation policy, robust attendance, prohibition on hedging/pledging, and formal related‑party review processes support board effectiveness .
- Watchlist: Lightswitch affiliation and significant stake while Cox chairs the Compensation Committee and serves as Lead Independent Director; monitor decisions on executive pay, equity grants, and related‑party engagements for strict adherence to independence and shareholder alignment. Change‑in‑control acceleration for director options is a potential misalignment signal in governance‑sensitive frameworks .
- Capacity: Multiple external roles warrant ongoing monitoring for time commitment sufficiency; Board states it assesses “overboarding” risk and director commitments .