Gwill York
About Gwill York
Gwill York, age 68, has served as an independent director of Alto Neuroscience (ANRO) since September 2021 (Class II; term expires 2026). She is the former Founding Managing Director of Lighthouse Capital Partners (1994–2017), holds an MBA from Harvard Business School and a BA in Urban and Developing Economics from Harvard University, and brings deep investment and financial expertise; the Board also designates her as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lighthouse Capital Partners | Founding Managing Director (co‑founder) | 1994–2017 | Venture financing leadership; investment and financial expertise cited by ANRO Board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sofina SA (Euronext Brussels) | Director | Current | Belgian investment company; continues to serve on various medical and non‑profit boards of trustees |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Ms. York is independent under NYSE standards (6 of 7 directors independent) |
| Board/Committee Attendance | In 2024, the Board met 11 times; each director attended at least 75% of Board and committee meetings on which they served |
| Lead Independent Director | Christopher Nixon Cox serves as Lead Independent Director; he presided over executive sessions of independent directors in 2024 |
| Committee Assignments (2024) | Audit Committee (Chair); Compensation & Management Development Committee (Member) |
| Committee Meetings (2024) | Audit: 4; Compensation: 7; Nominating & Corporate Governance: 1 |
| Audit Oversight | Audit Committee recommended inclusion of 2024 audited financials in 10‑K; York signed the committee report as Chair |
| Audit Committee Financial Expertise | Board determined York (and Cox) qualify as “audit committee financial expert” under SEC rules |
| Related‑Party Oversight | Audit Committee reviews related‑person transactions per policy |
| Hedging/Pledging Policy | Company prohibits hedging, short sales, derivative trading, margin accounts, and pledging of shares |
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (York) | $20,681 | Actual cash paid in 2024 per director compensation table |
| Director Cash Retainer Policy | $40,000 annual cash retainer | Effective at IPO; plus role‑based retainers below |
| Lead Independent Director Retainer (if applicable) | +$20,000 | Applies to Lead Independent Director (C. N. Cox), not York |
| Committee Member Retainers | Audit $8,000; Compensation $6,000; Governance $5,000 | Annual cash for membership |
| Committee Chair Retainers | Audit $16,000; Compensation $12,000; Governance $10,000 | York is Audit Chair (eligible for +$16,000) |
| Cash/Equity Election | Directors may elect to receive stock options in lieu of some/all cash retainers | Explains lower cash paid for some directors, including York |
Performance Compensation
| Equity Element | Grant Size/Terms | Vesting | Pricing/Term | Notes |
|---|---|---|---|---|
| Initial Option Grant (non‑employee directors) | 30,574 options | Monthly over 3 years | Exercise price at grant; IPO cohort at $16.00 | Granted upon Board appointment; applies to then‑current directors at IPO |
| Annual Option Grant | 15,287 options (each annual meeting) | Vests by earlier of 1 year or next annual meeting | Standard 10‑year term | Annual grant on the date of annual stockholder meeting |
| Cash‑In‑Lieu Election | Cash retainer can be taken as options | N/A | Fair value equals forgone cash (Black‑Scholes) | Some directors elected equity in lieu of cash |
| Director 2024 Option Awards (York) | $405,559 grant‑date fair value | N/A (time‑based vesting) | Options under 2024 Plan | Reported fair value per ASC 718 |
Note: Director equity awards are time‑based; no performance metrics (e.g., TSR, EBITDA) are disclosed for director compensation .
Other Directorships & Interlocks
| Type | Entity | Role | Timing | Notes |
|---|---|---|---|---|
| Public company board | Sofina SA | Director | Current | European investment company (Euronext Brussels) |
| Investor agreement (pre‑IPO) | ANRO investor agreements | Party (with certain holders incl. Gwill York) | Pre‑IPO; terminated at IPO (registration rights survive) | Typical pre‑IPO agreements; registration rights persist |
Expertise & Qualifications
- Investment and financing expertise from Lighthouse Capital (founding managing director); Board cites her investment experience and financial expertise as qualifications to serve .
- Audit Committee financial expert designation under SEC rules; Chair of Audit Committee .
- MBA, Harvard Business School; BA, Harvard University .
Equity Ownership
| Metric | Detail |
|---|---|
| Total Beneficial Ownership (as of Mar 17, 2025) | 89,589 shares; less than 1% of outstanding |
| Breakdown (footnote) | 23,917 shares held directly; 65,672 options exercisable within 60 days |
| Outstanding Options (12/31/2024) | 78,618 options outstanding (York) |
| Shares Outstanding Basis | 27,072,129 shares outstanding (ownership table basis) |
| Hedging/Pledging | Company policy prohibits hedging and pledging of company shares |
Governance Assessment
- Strengths: Independent director with audit chair responsibilities and SEC “financial expert” designation; Audit Committee actively oversaw 2024 audit and recommended 10‑K inclusion . Attendance met or exceeded 75% threshold across Board/committees in 2024, indicating engagement .
- Alignment: Director compensation policy ties a significant portion to equity options (initial and annual grants), and directors may elect options in lieu of cash; York’s 2024 comp mix skewed heavily to options (cash $20,681; option awards $405,559) supporting equity alignment .
- Potential conflicts: Pre‑IPO investor agreements included York; these terminated at IPO except for registration rights; ongoing related‑party transactions are reviewed by the Audit Committee; Board affirmed her independence after considering relationships and beneficial ownership .
- Watch item / Red flag context: In July 2025 the Board approved a broad repricing of underwater employee/consultant options to $2.35 to address retention; options held by non‑employee directors were explicitly excluded (mitigates self‑dealing concerns), but option repricing is generally viewed as a governance red flag and should be monitored for investor reaction and alignment implications .
- Board structure: Lead Independent Director (C. N. Cox) presides over executive sessions, providing independent oversight with CEO also serving as Chair; committee charters and governance documents available on IR site per proxy .