R. Nolan Townsend
About R. Nolan Townsend
R. Nolan Townsend is Chief Executive Officer and a Class III Director at Lexeo Therapeutics, serving since January 2020. He is 45 years old, with a B.A. in Economics from the University of Pennsylvania and an M.B.A. from Harvard Business School . Prior to Lexeo, he led Pfizer Rare Disease for North America (2018–2020) and held roles of increasing responsibility at Pfizer from 2008 to December 2019 . He also serves on the boards of Arbor Biotechnologies and the Biotechnology Innovation Organization (BIO) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pfizer Inc. | President, Rare Disease (North America) | 2018–2020 | Led division strategy, cross-functional organization, and operating budget for rare diseases |
| Pfizer Inc. | Various leadership roles | 2008–2019 | Progressive leadership culminating in business unit presidency in rare disease |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arbor Biotechnologies | Director | Current | Governance and strategic oversight at a genetic medicine company |
| Biotechnology Innovation Organization (BIO) | Director | Current | Industry advocacy and policy engagement for biotech |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $508,000 | $600,000 |
| All Other Compensation ($) | $8,455 | $10,994 |
| Current Base Salary (effective date) | $575,000 (effective Oct 1, 2023) | $632,700 (effective Jan 1, 2025) |
| Target Bonus % | 55% of base (as of Oct 1, 2023) | 50% of base (as of Jan 1, 2025) |
Performance Compensation
| Incentive Type | Target | Actual Payout (2023) | Actual Payout (2024) | Performance Metrics | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Cash Bonus | 55% of 2023 base | $347,880 | $297,000 | Not disclosed | Paid in cash; amounts per proxy |
| Stock Awards (RSUs) | Not disclosed | — | $633,500 fair value | Not disclosed | RSU grant 43,750 units; 1/4 vested Feb 15, 2025; remaining 1/16 quarterly on May 15, Aug 15, Nov 15, Feb 15 |
| Option Awards | Not disclosed | $872,883 fair value | $2,833,754 fair value | Not disclosed | 25% cliff then 1/48 monthly; strikes/terms below |
Equity Ownership & Alignment
| Category | Details |
|---|---|
| Total Beneficial Ownership | 925,667 shares; 2.7% of outstanding |
| Breakdown | 85,685 common shares; 837,247 options exercisable within 60 days (incl. 81,523 unvested via early exercise); 2,735 RSUs vesting within 60 days |
| Shares Outstanding Reference | 33,196,997 shares outstanding (April 25, 2025) |
| Hedging/Pledging | Company policy prohibits hedging, short sales, options transactions, margin accounts, or pledging of company securities |
| Director Cash/Equity Pay | As an employee-director, Townsend receives no additional director compensation |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Vesting Terms |
|---|---|---|---|---|---|---|
| 2/16/2021 | Option | 118,655 | — | $2.33 | 2/15/2031 | 25% on 11/21/2021; 1/48 monthly thereafter |
| 11/15/2021 | Option | 519,150 | — | $4.87 | 11/14/2031 | 25% on 8/11/2022; 1/48 monthly thereafter |
| 8/22/2023 | Option | 106,472 | — | $11.02 | 8/21/2033 | 25% on 8/22/2024; 1/48 monthly thereafter |
| 1/5/2024 | Option | — | 262,500 | $14.48 | 1/4/2034 | 25% on 1/5/2025; 1/48 monthly thereafter |
| 2/15/2024 | RSU | — | 43,750 | — | — | 1/4 on 2/15/2025; then 1/16 quarterly on 5/15, 8/15, 11/15, 2/15 |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | At-will; entered Sept 28, 2023 |
| Base Salary | $632,700 effective Jan 1, 2025 |
| Target Bonus | 50% of base (effective Jan 1, 2025) |
| Severance (Change-in-Control; double-trigger) | If resigns for good reason or terminated without cause within 3 months prior/12 months post-CIC: (1) 18 months of base salary (lump sum at 60 days); (2) 150% of target bonus (lump sum within 30 days); (3) COBRA reimbursement up to 18 months or earlier eligibility; (4) 100% acceleration of options |
| Conditions | Release requirement; confidentiality/competitive obligations must continue |
| Clawbacks | Specific clawback triggers not disclosed in proxy; Insider Trading Policy governs trading conduct |
Board Governance
- Board service: CEO and Class III Director since 2020; not independent due to management role .
- Board leadership: Chairman is Steven Altschuler, M.D.; Lexeo maintains separation of CEO and Chair to reinforce independent oversight .
- Committees: Townsend is not listed as a member of audit, compensation, nominating & governance, or science & technology committees .
- Attendance: All directors attended ≥75% of board and committee meetings in fiscal 2024 .
- Director compensation policy (for non-employee directors): cash retainers and options; awards accelerate upon change in control .
Compensation Structure Analysis
- Shift in cash vs equity: 2024 total compensation rose significantly vs 2023, driven by larger equity grants ($2.83M options; $0.63M RSUs), while base increased and annual bonus decreased year over year ($297k in 2024 vs $348k in 2023) .
- Target bonus reset: Target bonus adjusted from 55% (Oct 1, 2023) to 50% (Jan 1, 2025), modestly reducing at-risk cash exposure .
- Independent comp oversight: Compensation Committee (Diaz—Chair; Altschuler; Cholmondeley) engages Alpine Rewards as independent consultant; Committee determined Alpine has no conflicts .
Vesting Schedules and Insider Selling Pressure
- Near-term vest dates: RSUs vest quarterly on Feb 15, May 15, Aug 15, Nov 15 following initial 1/4 vest on Feb 15, 2025, creating potential selling windows aligned to quarterly vesting .
- Options vest monthly after 25% cliff across multiple grants, producing steady incremental vesting and potential exercise cadence .
- Trading policy constraints: Hedging/pledging prohibited; company maintains Insider Trading Policy restricting trading during window periods, mitigating opportunistic selling risk .
Equity Ownership & Alignment Signals
- Material alignment: 2.7% beneficial stake with substantial option exposure; prohibition on hedging/pledging strengthens long-term alignment .
- Ownership detail and early exercise: Ability to early exercise some unvested options (81,523 shares) indicates potential tax planning/commitment signals .
Related Party & Red Flags
- Repricing/modification: No option repricing disclosed; equity plans and awards reported per standard ASC 718 valuation .
- Legal/investigations: No director/officer indemnification claims pending; indemnification framework standard for Delaware corps .
- Say-on-pay: Not included in 2024 or 2025 proxy agendas; no shareholder feedback metrics disclosed .
Director Compensation (for context)
| Component | Amounts/Policy |
|---|---|
| Base Director Fee | $40,000 annually |
| Committee Chair Fees | Audit $15,000; Comp $12,000; N&G $12,000; Science & Tech $12,000 |
| Committee Member Fees | Audit $7,500; Comp $6,000; N&G $6,000; Science & Tech $6,000 |
| Equity | Initial 36,000 options; annual 18,000 options; accelerate on change in control |
Employment & Contracts (Key Provisions)
- At-will employment; updated base and target bonus; CIC severance is double-trigger with acceleration and 150% bonus multiplier—robust protection that could create retention through potential M&A cycles .
Investment Implications
- Alignment: Significant ownership and strict anti-hedging/pledging policy support shareholder alignment; steady vesting schedules may introduce periodic liquidity events but are governed by trading windows .
- Pay-for-performance visibility: Proxy does not disclose explicit bonus metrics/weightings; reliance on committee discretion and company/individual objectives reduces transparency of pay-performance linkage .
- Retention/CIC Economics: Double-trigger CIC with 18 months base and 150% bonus plus full option acceleration provides strong retention but introduces potential costs in M&A scenarios .
- Governance: Separation of Chair and CEO mitigates dual-role concerns; Townsend’s non-independence is standard for CEOs; committee independence and use of a third-party consultant are positives .