Leonard Reyno
About Leonard Reyno
Leonard “Len” Reyno, M.D., is Chief Medical Officer (CMO) of C4 Therapeutics (C4T) since July 2023; he is 63 years old as of April 22, 2025 and has a B.Sc. in Chemistry from Dalhousie University and an M.D. from McMaster University Medical School . He previously served as CMO at Pionyr Immunotherapeutics (2018–2023; company acquired by Ikena Oncology in Aug-2023), EVP/CMO at ORIC Pharmaceuticals (2017–2018), and held senior clinical roles at Astellas/Agensys (2007–2017) . C4T’s annual incentive plan (AIP) for 2024 tied payouts solely to corporate objectives focused on advancing clinical programs (55% weighting), pipeline progress (30%), and organizational execution (15%)—his 2024 bonus paid was $251,680, implying ~110% of target based on his $572,000 2024 base salary and 40% target bonus rate .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pionyr Immunotherapeutics (acquired by Ikena Oncology Aug-2023) | Chief Medical Officer | 2018–2023 | Led oncology immunotherapeutics clinical strategy through company’s sale to Ikena . |
| ORIC Pharmaceuticals | EVP & Chief Medical Officer | Nov-2017–Jul-2018 | Built public-company clinical development function in oncology . |
| Astellas/Agensys (affiliate of Astellas) | Senior roles culminating in SVP & CMO, Clinical R&D (Agensys) | 2007–2017 | Oversaw oncology clinical R&D at Agensys (Astellas affiliate) . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Annual Incentive ($) | Other Cash ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 550,000 | 40% | 209,000 | 268,415 | 2023 base salary prorated from July start; “Bonus” reflects relocation/sign‑on to offset forfeited comp; 401(k) match $10,506 . |
| 2024 | 572,000 | 40% | 251,680 | — | Merit increase effective Jan 1, 2024; 401(k) match $13,800 . |
- Compensation framework: For NEOs other than the CEO (includes Dr. Reyno), target AIP opportunity is 40% of base; payouts range from 50%–150% of target based on corporate objective attainment .
- 2024 corporate objective weightings (AIP basis): 55% clinical advancement; 30% pipeline progress/partnered programs; 15% organizational execution .
Performance Compensation
Annual Incentive (AIP) Design and Outcomes
| Performance Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Advance/accelerate clinical programs | 55% | Not disclosed | Not disclosed | Implied overall AIP ~110% of target via paid amount | Paid Feb-2025 for FY2024 . |
| Advance pre‑development/partnered pipeline | 30% | Not disclosed | Not disclosed | — | — . |
| Operationalize new structure | 15% | Not disclosed | Not disclosed | — | — . |
- Implied 2024 AIP payout ≈ 110% of target: $251,680 paid vs. target $228,800 (= 40% × $572,000) .
Long-Term Incentive (LTI) Grants
| Grant Year | Instrument | Shares/Options (#) | Grant-Date Fair Value ($) | Vesting Terms | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|---|
| 2024 | RSUs | 36,700 | 268,277 | Time-based; 4 equal annual installments starting 1st anniversary of grant (2/14/2025–2028) | — | — . |
| 2024 | Stock Options | 165,300 | 1,208,343 | 16 equal quarterly installments starting ~3 months after grant (commencing 5/14/2024) | 7.31 | 2/13/2034 . |
| 2023 (new hire) | RSUs | 61,300 (outstanding at 12/31/2023) | 214,550 (SCT value) | Time-based; 4 equal annual installments starting 1st anniversary of grant | — | — . |
| 2023 (new hire) | Stock Options | 276,000 (outstanding at 12/31/2023) | 709,596 (SCT value) | As granted in 2023; as of 12/31/2024: 86,250 exercisable / 189,750 unexercisable | 3.50 | 7/9/2033 . |
- Option repricing program implemented Mar 7, 2024 for broad retention; repriced options would revert to original strike if exercised or if the holder resigned/was terminated for cause before Mar 7, 2025; following shareholder feedback, the plan was amended Oct 2024 to require shareholder approval for any future repricings .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (as of Apr 22, 2025) | 357,053 shares (<1%); includes 173,764 shares held and 183,289 options exercisable within 60 days . |
| Shares outstanding basis | 71,007,083 shares outstanding as of Apr 22, 2025 . |
| Vested vs. unvested (12/31/2024 snapshot) | Options exercisable: 86,250 (2017 grant cohort) + 30,993 (2024 grant) = 117,243; unexercisable: 189,750 (2017 cohort) + 134,307 (2024 grant) = 324,057; RSUs unvested: 45,975 (2013 grant) + 36,700 (2024 grant) . |
| RSU market values at 12/31/2024 | Based on $3.60 close: $165,510 (45,975 RSUs) and $132,120 (36,700 RSUs) . |
| Hedging/pledging | Company policy prohibits short sales, hedging, and pledging or use of company securities as collateral (robust insider trading policy and governance summary) . |
| Ownership guidelines | Not disclosed in proxy; no mention of officer stock ownership multiple . |
Outstanding Awards and Vesting Detail (as of FY-end 12/31/2024)
| Award | Grant Date | Exercisable | Unexercisable | Exercise Price ($) | Expiration | Unvested RSUs (#) | Notes |
|---|---|---|---|---|---|---|---|
| Stock Options | 7/10/2023 | 86,250 | 189,750 | 3.50 | 7/9/2033 | 45,975 | RSUs time-based; vest annually in 4 installments from first anniversary of grant . |
| Stock Options | 2/14/2024 | 30,993 | 134,307 | 7.31 | 2/13/2034 | 36,700 | Options vest in 16 equal quarterly installments; RSUs vest annually over 4 years . |
- Valuation reference price: $3.60 (Nasdaq close on Dec 31, 2024) used for market values in the table notes .
Employment Terms
| Provision | Key Terms |
|---|---|
| Role and start date | Chief Medical Officer since July 2023 . |
| AIP target | 40% of base salary for NEOs other than CEO (includes CMO) . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason (outside CIC): cash severance equal to 1× base salary, plus at Board discretion pro‑rata portion of target AIP; up to 12 months COBRA subsidy at active employee rate, subject to release of claims . |
| Change in control (double‑trigger) | If terminated without cause or resigns for good reason upon/immediately prior to/within 12 months post‑CIC: lump sum equal to 1× (base salary + target AIP), up to 12 months COBRA subsidy, and full equity acceleration with performance awards vesting at greater of target or actual through termination; if awards not assumed in a sale event, full acceleration at closing . |
| 280G treatment | Best‑net cutback (no excise tax gross‑up); receive full benefits or reduced to avoid excise tax, whichever yields greater after‑tax value . |
| Clawback | Executive Compensation Recovery Policy compliant with Nasdaq rules; mandatory recovery of erroneously paid incentive comp for 3 years pre‑restatement; misconduct can trigger recovery of time‑based equity up to 100% . |
| Hedging/pledging | Prohibited: short sales, derivatives/hedging, use as collateral in margin accounts, and pledging; Rule 10b5‑1 plan controls in place . |
| Lock‑up (recent offering) | Len Reyno named among “Locked‑up Parties” in an October 16, 2025 lock‑up with a 60‑day lock‑up period post‑prospectus date, limiting sales/hedges during that period . |
Compensation Structure Analysis
- Cash vs. equity mix: 2024 equity awards (grant-date value $1.48M) far exceed cash AIP ($0.25M), emphasizing equity leverage; equity comprised both RSUs and options, with options vesting quarterly to enhance retention .
- Option repricing (March 2024): Retentive program implemented with reversion conditions for early exercise/departure; after investor feedback, plan amended to require shareholder approval for future repricings—balances retention aims with governance concerns .
- Pay-for-performance: AIP solely tied to corporate objectives; 2024 objectives were R&D and execution-centric, consistent with clinical-stage value drivers; implied payout ~110% suggests above-target achievement .
- Governance safeguards: No single-trigger CIC benefits, no excise tax gross‑ups, robust clawback and anti‑hedging/pledging policies; 2024 Say‑on‑Pay passed with >74% approval .
Investment Implications
- Alignment and retention: High proportion of at‑risk equity (options and RSUs) with multi‑year vesting creates strong retention hooks and aligns incentives to clinical milestones and long‑term value creation; strict no‑hedging/pledging policy reduces misalignment risk .
- Selling pressure signals: As of 12/31/2024 Dr. Reyno held significant unvested RSUs and options with ongoing quarterly/annual vesting, which may lead to periodic Form 4 activity; participation in a 60‑day lock‑up (Oct‑Dec 2025) temporarily constrained sales around the offering window .
- Governance watch‑items: The 2024 option repricing (since curtailed by plan amendment) is a mixed signal; investors should monitor future equity actions and Say‑on‑Pay outcomes (74% in 2024) for sentiment on pay practices .
- Protection standards: Double‑trigger CIC with best‑net cutback, robust clawback, and no tax gross‑ups place severance economics within shareholder‑friendly norms for a clinical-stage biotech .
Sources: C4 Therapeutics 2025 and 2024 DEF 14A and related 8‑K filings as cited above .