Paula HJ Cholmondeley
About Paula HJ Cholmondeley
Independent director (Class III) since November 2021; age 77; current term expires at the 2026 annual meeting . She is CEO of Sorrel Group (strategy and corporate governance consulting) since January 2004, NACD part‑time faculty since June 2008, a NACD Certified Director and in the NACD Directorship 100; former CFO of Independence Blue Cross and formerly a Certified Public Accountant; B.S. in Accounting (Howard University) and M.S. from the Wharton School of the University of Pennsylvania . LXEO’s board has determined she is independent under Nasdaq rules; she serves as Audit Committee chair and is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sorrel Group | Chief Executive Officer | Jan 2004–present | Strategy and corporate governance advisor |
| National Association of Corporate Directors (NACD) | Part‑time faculty; NACD Certified Director; Directorship 100 | Jun 2008–present | Board governance expertise and director education |
| Independence Blue Cross LLC | Chief Financial Officer | Former | Financial leadership; former CPA |
| Industrial products companies | Executive roles | — | Operational and financial management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank OZK (public, regional bank) | Director | Since May 2016 | — |
| Terex Corporation (public manufacturing) | Director | Since 2004 | — |
| Nationwide Mutual Funds | Director | 2002–2022 | — |
Board Governance
- Committee assignments: Audit Committee (Chair; financial expert); Compensation Committee (Member) .
- Independence: Board affirmed independence for seven of eight directors, including Ms. Cholmondeley, per Nasdaq and SEC criteria (Rule 10A‑3, Rule 10C‑1) .
- Attendance: Board met 9 times in FY2024; each director attended at least 75% of board and applicable committee meetings; Audit Committee met 6 times; Compensation Committee met 4 times; Nominating & Corporate Governance Committee met 4 times .
- Board structure: Independent chair (Dr. Altschuler) separate from CEO; majority independent board composition .
Fixed Compensation
| Component | FY 2024 |
|---|---|
| Fees Paid or Earned in Cash ($) | $61,000 |
| Total Cash (context) | Base Director Fee $40,000; Audit Committee Chair $15,000; Compensation Committee Member $6,000 (annual policy amounts) |
Director Cash Retainer Policy (annual):
| Position | Annual Cash Retainer |
|---|---|
| Base Director Fee | $40,000 |
| Chair of the Audit Committee | $15,000 |
| Compensation Committee Member | $6,000 |
Performance Compensation
| Category | FY 2024 / Policy Details |
|---|---|
| Option Awards (grant‑date fair value) | $217,314 |
| Initial Director Option Grant | 36,000 options; vests over 3 years in equal annual installments; exercise price at fair market value; accelerates on change‑in‑control |
| Annual Director Option Grant | 18,000 options each annual meeting (pro‑rated if mid‑year); vests by next annual meeting or one year; accelerates on change‑in‑control |
| Equity Awards Outstanding (12/31/2024) | 3,582 stock awards; 62,184 options outstanding |
Performance Metrics Applied to Director Compensation:
| Metric Type | Disclosure |
|---|---|
| Financial/TSR/ESG metrics | None disclosed; non‑employee director awards are time‑based options under the Director Compensation Policy |
Other Directorships & Interlocks
| Company | Relationship to LXEO | Potential Interlock/Conflict Notes |
|---|---|---|
| Bank OZK | External board (financial services) | No LXEO‑disclosed related‑party transactions with Ms. Cholmondeley; sector unrelated to biotech operations |
| Terex Corporation | External board (industrial manufacturing) | No LXEO‑disclosed related‑party transactions with Ms. Cholmondeley; sector unrelated to biotech operations |
| Nationwide Mutual Funds | Former external board (2002–2022) | No LXEO‑disclosed related‑party transactions with Ms. Cholmondeley |
Expertise & Qualifications
- Audit committee financial expert; financial sophistication per Nasdaq and SEC definitions; former CFO and CPA strengthen oversight of reporting, controls and audit independence .
- Governance practitioner and educator (NACD faculty; Certified Director; Directorship 100), signaling board process rigor and governance literacy .
- Broad executive experience across industrial products and financial services, adding operating and risk management perspective .
Equity Ownership
Beneficial Ownership (as of April 15, 2025):
| Metric | Value |
|---|---|
| Shares Beneficially Owned (Number) | 74,811 |
| Percentage of Shares Outstanding | <1% of 33,196,997 |
| Shares Outstanding Base | 33,196,997 |
Ownership Breakdown:
| Component | Shares |
|---|---|
| Common shares owned | 30,627 (includes 1,628 restricted shares subject to company repurchase right >60 days) |
| Options exercisable within 60 days | 44,184 (includes 24,853 unvested shares eligible via early option exercise) |
| Stock awards outstanding (12/31/2024) | 3,582 |
| Options outstanding (12/31/2024) | 62,184 |
Policies affecting alignment:
- Policy prohibiting hedging or pledging by directors and employees (no short sales, options, hedges, margin accounts, or speculative transactions) .
Governance Assessment
-
Strengths:
- Independent Audit Chair and designated “audit committee financial expert,” with six audit meetings in FY2024, indicating active oversight of reporting, auditor independence and risk, including cybersecurity oversight .
- Board affirmed independence; majority independent board; separation of chair and CEO; attendance ≥75% across board and committees, supporting engagement .
- Director compensation emphasizes equity options with clear vesting and market‑based exercise price; absence of hedging/pledging enhances alignment .
- Compensation Committee uses an independent consultant (Alpine Rewards) and met four times, supporting rigor in pay oversight and peer benchmarking .
-
Watch items / RED FLAGS:
- Change‑in‑control accelerates all director option awards (single‑trigger acceleration), which can be viewed as shareholder‑unfriendly in some governance frameworks if not performance‑conditioned. RED FLAG .
- No explicit director stock ownership guidelines disclosed in the proxy (corporate governance guidelines and director compensation policy are disclosed but do not specify director ownership minimums), limiting formal “skin‑in‑the‑game” policy signaling .
- Multiple external public boards could present time‑commitment risk, although FY2024 attendance thresholds were met; continued monitoring warranted .
-
Conflicts and related‑party exposure:
- Proxy discloses related‑party transactions (e.g., milestone payment to CMO tied to a pre‑acquisition earn‑out; investor rights with certain holders), but none involve Ms. Cholmondeley; LXEO maintains a written policy for related person transactions overseen by the Audit Committee .
-
Compliance signals:
- No Section 16(a) filing delinquencies for FY2024 among directors and officers, supporting controls around insider trading compliance .
Appendix: Committee Composition and Meetings (FY2024)
| Committee | Membership | Role | FY2024 Meetings |
|---|---|---|---|
| Audit | Paula HJ Cholmondeley; Mette Kirstine Agger; Reinaldo Diaz | Chair: Paula; all independent; Paula is financial expert | 6 |
| Compensation | Reinaldo Diaz; Steven Altschuler, M.D.; Paula HJ Cholmondeley | Chair: Diaz; all independent | 4 |
| Nominating & Corporate Governance | Mette Kirstine Agger; Tim Van Hauwermeiren; Brenda Cooperstone, M.D. | Chair: Agger; all independent | 4 |
| Science & Technology (formed Apr 22, 2024) | Brenda Cooperstone, M.D. (Chair); Steven Altschuler, M.D.; Rajiv Patni, M.D.; Ronald G. Crystal, M.D. | Oversight of R&D and IP | — (charter disclosed) |
Citations: Board composition and director details; Biography for Paula HJ Cholmondeley; Director independence determination; Board leadership, committees and attendance; Audit Committee composition, charter and meetings; Compensation Committee composition, consultant independence and meetings; Nominating & Corporate Governance and Science & Technology committees; Corporate governance guidelines and Director Compensation Policy; Director compensation table and outstanding equity awards; Policy prohibiting hedging or pledging; Beneficial ownership table; Footnote detailing Paula’s beneficial ownership components; Section 16(a) compliance; Related person transactions and investors’ rights agreement; Audit Committee report and financial expert designation.