Jenny R. Robertson
About Jenny R. Robertson
Jenny R. Robertson, J.D., is Chief Legal Officer (CLO) of Lexeo Therapeutics (LXEO). She has served as CLO since January 2025 after roles as Chief Business & Legal Officer (2024), Chief Legal & Administrative Officer (2023–2024), and General Counsel since March 2022. She is 51, holds a B.A. in Political Science (Southern Illinois University) and a J.D. (Georgetown University Law Center). LXEO is a clinical-stage company with no product revenue; FY 2024 net loss was $98.3M (vs. $66.4M in 2023), driven by R&D $74.1M and G&A $31.7M, reflecting ongoing pipeline investment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lexeo Therapeutics | CLO; previously Chief Business & Legal Officer; Chief Legal & Administrative Officer; General Counsel & Head of People; General Counsel & Company Secretary | CLO since Jan 2025; prior roles Feb 2024–Dec 2024; Jul 2023–Feb 2024; Jan 2023–Jun 2023; Mar 2022–Dec 2022 | Built and led legal function through IPO/post-IPO period and financing/partnering processes . |
| Pfizer Inc. | Vice President and Chief Counsel, Oncology BU; Chief Counsel, Rare Disease BU; other senior legal roles | 2010–2022 | Led legal strategy for oncology/rare disease; supported portfolio and BD execution . |
| Hogan & Hartson LLP | Attorney (private practice) | 2000–2010 | Complex life sciences legal matters; foundational corporate and regulatory experience . |
External Roles
- Not disclosed for Ms. Robertson in the latest proxy .
Fixed Compensation
| Component | Most Recent Disclosed Value | Notes |
|---|---|---|
| Annual Base Salary | $425,000 | From Ms. Robertson’s employment agreement (at time of S‑1/A); at-will employment . |
| Target Annual Bonus (% of salary) | 40% | Discretionary, tied to corporate and individual objectives . |
Performance Compensation
Equity Awards (long-term incentives)
| Award Type | Grant / Vesting | Quantity / Price | Vesting Schedule | Notes |
|---|---|---|---|---|
| Stock Options | Granted 5/6/2022; Vesting commencement 3/21/2022 | 68,874 options at $15.15 | 25% after 1 year from vesting commencement, then monthly in equal installments over 36 months (early-exercise with repurchase rights) | Option outstanding as of 12/31/2022 per S‑1/A; vesting mechanics detailed in DRS footnotes . |
No PSUs/RSUs or annual bonus metrics specific to Ms. Robertson were disclosed in the most recent DEF 14A; executive compensation tables in 2025 proxy cover CEO, CTO, and CMO (not Ms. Robertson) .
Equity Ownership & Alignment
- Beneficial ownership table shows directors/NEOs and ≥5% holders; Ms. Robertson is not listed individually (not a director/NEO for FY2024), so public filings do not provide her current share count or % outstanding in the 2025 proxy .
- Insider trading policy prohibits short sales, derivatives, hedging, and use of margin accounts—reducing hedging/pledging risk signals .
- Company-wide: no disclosure of executive stock ownership guidelines in the 2025 proxy; not stated whether such guidelines apply to executives (table of contents) .
Employment Terms
| Term | Baseline Economics | Change-in-Control (CoC) Economics | Triggers / Other |
|---|---|---|---|
| Severance Cash | 12 months base salary + 100% of target bonus | 12 months base salary + 100% of target bonus | Outside CoC: termination without cause or resignation for good reason; CoC window: 3 months before to 12 months after CoC . |
| COBRA | Up to 12 months reimbursement | Up to 12 months reimbursement | Subject to timely release of claims and compliance with restrictive covenants . |
| Equity Vesting | Acceleration of her 5/6/2022 option by an additional 4 months upon qualifying termination (non-CoC) | 100% acceleration of all unvested equity | Double-trigger in CoC period; standard double-trigger design . |
| Clawback / Non-Compete | Not specifically disclosed for Ms. Robertson; agreements require confidentiality and compliance with competitive activity obligations tied to severance | Not specifically disclosed | As disclosed generally for NEOs, release and compliance required; no separate clawback policy disclosed in proxy . |
Compensation Structure Analysis
- Pay mix emphasizes at-risk equity through options with four-year vesting and double-trigger CoC acceleration—aligns with growth/TSR but can create event-driven payout convexity (full acceleration) .
- Annual cash incentive target (40% of base) uses corporate and individual goals; specific weightings/metrics not disclosed for Ms. Robertson (limits external pay-for-performance calibration) .
- Hedging/margin prohibitions reduce misalignment risks from derivatives or collateralized borrowing against company stock .
Vesting Schedules and Insider Selling Pressure
- Options: 1-year cliff then monthly vesting over 36 months; this cadence can create modest, steady supply overhang as tranches vest monthly (subject to trading windows). Early-exercise with repurchase rights shifts some tax/liquidity timing but does not change underlying vesting economics .
- Full acceleration upon qualifying CoC termination could concentrate sellable supply post-transaction (deal-related selling risk) .
Performance & Track Record
- Corporate performance context: LXEO is pre-revenue; FY 2024 operating expenses were $105.8M (R&D $74.1M; G&A $31.7M), net loss $98.3M. Loss widened vs. 2023 as clinical programs advanced and public-company infrastructure scaled .
- Financing/transaction execution: CLO of record in 2025 financing documents (notice provisions list Ms. Robertson as contact), evidencing leadership in capital markets and securities processes .
Compensation Committee & Governance Notes
- Compensation Committee: Reinaldo Diaz (Chair), Steven Altschuler, M.D., and Paula HJ Cholmondeley—all independent; adviser: Alpine Rewards, LLC (committee determined independent, no conflicts) .
- Hedging/derivatives/margin prohibited under Insider Trading and Window Period Policy .
- Beneficial ownership concentrated among institutional holders; executives/directors as a group held ~5.3% as of April 15, 2025 (Ms. Robertson not individually listed) .
Investment Implications
- Alignment: Double-trigger CoC acceleration, sizeable equity options, and anti-hedging/margin rules align legal leadership with long-term value creation and reduce hedging/pledging risk .
- Retention risk: 1x salary + 1x bonus severance (outside and within CoC window) is market-consistent for non-CEO roles; full equity acceleration upon double-trigger CoC provides strong deal protection but may reduce stickiness post-transaction .
- Trading signals: Monthly option vesting can create modest ongoing supply; any CoC event could lead to concentrated sellable supply, subject to trading windows and policies .
- Disclosure gaps: Lack of executive ownership guidelines disclosure and absence of Ms. Robertson’s individual beneficial ownership line limit external calibration of “skin in the game” from current proxy materials .