Brenda Cooperstone
About Brenda Cooperstone, M.D.
Brenda Cooperstone, M.D., age 60, has served as an independent Class III director of Lexeo Therapeutics since August 2023; she chairs the Science and Technology Committee and serves on the Nominating & Corporate Governance Committee . She previously held senior roles at Pfizer, including Senior Vice President and Chief Development Officer for Rare Disease (2016–2022), and began her industry career at Wyeth in 1999; she earned her M.D. from McGill, completed pediatrics residency at Montreal Children’s Hospital, pediatric nephrology fellowship at CHOP, and a research fellowship at Penn’s Renal Electrolyte division . The board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer Inc. | Senior Vice President; Chief Development Officer for Rare Disease (Global Product Development); Head of Development for Rare Disease | SVP since May 2017; CDO May 2016–Dec 2022; Head Nov 2015–May 2016 | Led rare disease development portfolio; senior leadership in global product development |
| Wyeth Pharmaceuticals Inc. | Various roles (pre-acquisition) | 1999–2009 | Transitioned to Pfizer via acquisition; foundation in rare disease and development |
| Academic/Training | Pediatrics (residency), Pediatric Nephrology (fellowship), Research fellowship | Residency at Montreal Children’s Hospital; Fellowship at CHOP; Research at Penn Renal Electrolyte | Clinical and research training; M.D. from McGill |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Senti Biosciences, Inc. | Director | Since Oct 2019 | Public | Biotechnology board leadership |
| Gandeeva Therapeutics | Director | Since Jan 2023 | Private | Biotech board leadership |
Board Governance
- Committee assignments: Chair, Science & Technology Committee (formed April 22, 2024); Member, Nominating & Corporate Governance Committee .
- Independence: The board determined Dr. Cooperstone is independent; 7 of 8 directors are independent .
- Attendance and engagement: The board met 9 times in FY2024; each director attended at least 75% of aggregate board and committee meetings; S&T committee responsibilities include R&D oversight and emerging science monitoring; committee met per charter formation and ongoing remit .
- Board leadership: Chair is independent (Dr. Altschuler) and CEO role is separate, supporting oversight effectiveness .
Fixed Compensation (Non-Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Base Director Retainer | $40,000 | Standard for all non-employee directors |
| Committee Chair – Science & Technology | $12,000 | As S&T Chair |
| Committee Member – Nominating & Corporate Governance | $6,000 | Member fee |
| Total Fees Paid (FY2024) | $58,000 | Matches retainer + S&T chair + Nominating member |
- Cash fee structure features annual retainers and committee fees; no separate meeting fees are listed in the policy table .
Performance Compensation (Equity)
| Metric | FY2024 | Policy/Grant Structure | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Option Awards (Grant-date fair value) | $217,314 | Director Compensation Policy provides Initial Grant of 36,000 options upon joining; Annual Grant of 18,000 options thereafter | Initial Grant vests over 3 years in equal annual installments; Annual Grant vests on the earlier of one year or next annual meeting; continued service required | All director awards accelerate and vest upon a change in control |
| Outstanding Options (as of 12/31/2024) | 77,812 | Accumulated across Initial and Annual grants | As per policy | Accelerated on change in control |
- Performance metrics: Director equity awards are time-based; no TSR/EBITDA/ESG metrics are disclosed for director compensation .
Other Directorships & Interlocks
| Company | Relationship to LXEO | Potential Interlock/Conflict |
|---|---|---|
| Senti Biosciences (Public) | Unrelated biotech | No LXEO-related party transaction disclosed; no supplier/customer linkage disclosed |
| Gandeeva Therapeutics (Private) | Unrelated biotech | No LXEO-related party transaction disclosed; no supplier/customer linkage disclosed |
- Related-party screening: Proxy discloses related party transactions; none attribute to Dr. Cooperstone; notable related transaction involves Dr. Adler (not Cooperstone) milestone payment from Stelios acquisition .
Expertise & Qualifications
- Rare disease clinical development leadership; former SVP and CDO at Pfizer; strong alignment with Lexeo’s precision oncology gene therapy focus .
- Medical training and pediatric nephrology background; scientific literacy suitable for chairing S&T committee .
- Public company board experience at Senti; broader biotech network .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Brenda Cooperstone, M.D. | 59,812 | <1% | Options exercisable within 60 days; includes 32,398 unvested shares eligible via early option exercise |
| Outstanding Options (as of 12/31/2024) | 77,812 | N/A | No outstanding stock awards (RSUs) as of 12/31/2024 |
- Hedging/pledging: Company policy prohibits hedging, short sales, options, margin and pledging by directors and employees .
Governance Assessment
- Strengths: Independence; high engagement standard (≥75% attendance for all directors in FY2024); chairing S&T adds domain oversight rigor; cash+equity structure aligned with market norms and at-risk equity via options; anti-hedging/pledging policy supports alignment .
- Incentives: 2024 equity grant-value ($217k) and options outstanding (77,812) provide upside levered to performance; change-in-control acceleration is standard for directors but warrants monitoring for entrenchment risk .
- Conflicts/related parties: No related-party transactions disclosed involving Dr. Cooperstone; external board roles in biotech present typical network exposure without disclosed conflicts with LXEO counterparties .
- RED FLAGS: None disclosed regarding low attendance, pledging/hedging, or related-party dealings; Section 16 compliance noted for FY2024 filers .
Implications: Dr. Cooperstone’s S&T chair role and rare disease development credentials likely enhance board effectiveness in R&D oversight; compensation mix skews to options with time-based vesting, providing equity alignment without performance metrics—appropriate for directors but limits direct pay-for-performance linkage .