Steven Holtzman
Camp4 TherapeuticsAbout Steven Holtzman
Steven Holtzman, 71, is Chair of the Board at CAMP and has served as Chair and Strategic Business Advisor since October 2019. He previously was CEO of Decibel Therapeutics (2016–Jan 2020), EVP Corporate Development at Biogen (2011–2016), and CEO of Infinity Pharmaceuticals (2001–2010). He holds a BA in Philosophy from Michigan State University and a BPhil from Oxford University, where he was a Rhodes Scholar .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Decibel Therapeutics, Inc. | President & CEO; Director | 2016–Jan 2020 | Leadership in biotech operations |
| Biogen, Inc. | EVP, Corporate Development | 2011–2016 | Strategic transactions and development |
| Infinity Pharmaceuticals, Inc. | Chief Executive Officer | 2001–2010 | Corporate leadership |
| CAMP4 Therapeutics | Strategic Business Advisor | Oct 2019–present | Advisory role to management and Board |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Molecular Partners AG | Director | Since May 2014 | Clinical-stage biopharma board member |
Board Governance
- Board leadership: Chair of the Board; Board comprised of 11 members post-2025 meeting .
- Committee memberships: Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee .
- Independence: Board determined all non-employee directors (including Holtzman) are independent under Nasdaq rules; compensation and audit committee members meet Exchange Act independence criteria .
- Attendance: Board met 5 times in FY2024; each director attended at least 75% of Board and applicable committee meetings .
2025 Annual Meeting Voting Outcomes (Shareholder Feedback)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect James Boylan (Class I) | 15,802,709 | 900,961 | 6,002 | 1,199,173 |
| Elect Amir Nashat, ScD (Class I) | 16,050,167 | 653,504 | 6,001 | 1,199,173 |
| Elect Andrew J. Schwab (Class I) | 16,050,167 | 653,504 | 6,001 | 1,199,173 |
| Elect Douglas Williams, PhD (Class I) | 16,700,927 | 2,744 | 6,001 | 1,199,173 |
| Ratify EY as auditor | 17,900,199 | 2,644 | 6,002 | — |
Fixed Compensation (Director)
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 57,715 | Pro-rated across pre/post-IPO director policies |
| Consulting Retainer (All Other Compensation) | 75,000 | Strategic/business consulting services under agreement |
| Total | 132,715 | — |
Director Compensation Policy (effective post-IPO, Oct 2024)
| Role/Committee | Annual Cash Retainer (USD) | Notes |
|---|---|---|
| Non-employee Director | 40,000 | Excludes investor-affiliated directors |
| Chair of Board | 70,000 | — |
| Audit Committee Member / Chair | 7,500 / 15,000 | — |
| Compensation Committee Member / Chair | 5,000 / 10,000 | — |
| Nominating & Corporate Governance Member / Chair | 5,000 / 10,000 | — |
| Research & Development Member / Chair | 5,000 / 10,000 | — |
Performance Compensation (Director)
- Equity structure: Non-employee directors receive stock option grants per policy; newly appointed directors post-IPO received options for 17,787 shares vesting monthly over 3 years; policy amended for 18,000 shares for first appointments after April 1, 2025; annual option grants of 9,000 shares vest in full on first anniversary beginning FY2025 .
- Unvested director awards (as of Dec 31, 2024): Holtzman held 41,961 unvested options and 5,044 unvested RSAs .
| Metric | Grant Policy | Vesting | Holtzman Position (12/31/2024) |
|---|---|---|---|
| Initial director option grant (post-IPO) | 17,787 shares | Monthly over 3 years | Not specifically disclosed for Holtzman |
| Initial grant (after Apr 1, 2025) | 18,000 shares | Monthly over 3 years | Policy level, not individual grant |
| Annual director option (FY2025+) | 9,000 shares | Vest in full at 1 year | Policy level, not individual grant |
| Unvested options (Holtzman) | — | — | 41,961 |
| Unvested RSAs (Holtzman) | — | — | 5,044 |
No director PSUs or disclosed performance metrics (TSR, revenue, EBITDA, ESG) tied to director compensation were disclosed in the proxy .
Other Directorships & Interlocks
| Entity | Type | Relationship to CAMP | Potential Interlock |
|---|---|---|---|
| Molecular Partners AG | Public company | External board role | None disclosed with CAMP’s customers/suppliers; Holtzman not listed among investor-affiliated directors at CAMP |
Expertise & Qualifications
- Strategic development, corporate transactions, and executive leadership in biotechnology across Biogen, Infinity Pharmaceuticals, and Decibel Therapeutics .
- Academic credentials: Rhodes Scholar; BA (Michigan State), BPhil (Oxford) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Common Shares | Options Exercisable ≤60 Days | Unvested Options | Unvested RSAs |
|---|---|---|---|---|---|---|
| Steven Holtzman | 167,333 | <1% | 108,946 | 58,387 | 41,961 | 5,044 |
- Hedging/pledging: Company insider trading policy prohibits short sales, derivatives/hedging and, subject to limited exceptions, pledging or margin accounts for directors and covered persons . No pledging or hedging by Holtzman is disclosed .
Governance Assessment
- Committee leadership and independence: Holtzman chairs the Compensation Committee and is deemed independent by the Board under Nasdaq and Exchange Act standards . The Compensation Committee engaged Alpine Rewards as independent consultant, with independence assessed and no conflicts found .
- Attendance and engagement: Board met five times in FY2024; Holtzman met the ≥75% attendance expectation (applies to all directors) .
- Director compensation alignment: Cash retainer plus equity options provide alignment; beneficial ownership includes 108,946 common shares and vested options (58,387 exercisable ≤60 days), with additional unvested options and RSAs indicating continued alignment over time .
RED FLAGS
- Consulting retainer: Holtzman received a separate consulting retainer of $75,000 in 2024 for strategic/business services while serving as Chair and as Compensation Committee Chair; although the Board determined independence, this dual role and non-director consulting fee can raise perceived independence and conflict-of-interest concerns for investors .
- Emerging growth company status: CAMP is not required to hold say-on-pay votes, limiting shareholder feedback on compensation practices during EGC phase (up to earliest of specific thresholds or Dec 31, 2029) .
Additional Notes
- Related party transactions: Proxy enumerates loans and forgiveness for certain executives in 2024–2025; no related-party transactions involving Holtzman are disclosed beyond his consulting agreement noted in director compensation .
- Director affiliations: Holtzman is not listed among directors representing >5% stockholders at CAMP, which reduces investor-affiliation conflicts compared to certain other directors .