Reinaldo Diaz
About Reinaldo Diaz
Independent Class II director of Lexeo Therapeutics since February 2022; age 71. Background spans healthcare investing and capital markets, including Venture Partner at Longitude Capital (2015–2023), Managing Director at DA Advisors (since 2005), and senior roles at Auven Therapeutics, Schroder Wertheim & Co. and PaineWebber. Education: B.A. in General Studies (Harvard University) and M.B.A. (Harvard Business School). Nominated for re-election to a term ending at the 2028 annual meeting; board has determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Longitude Capital | Venture Partner | 2015–2023 | Healthcare VC investing; portfolio oversight |
| DA Advisors, LLC | Managing Director | 2005–present | Strategic/financial advice to life sciences companies |
| Auven Therapeutics | Managing Director | 2008–2018 | Private equity; life sciences focus |
| Diaz & Altschul Capital Management, LLC | Managing Member & Co‑Founder | 1996–2005 | Asset management focused on healthcare |
| Schroder Wertheim & Co., Inc. | Managing Director; Head of Healthcare Group | (prior to 1996) | Investment banking leadership in healthcare |
| PaineWebber Development Corporation | Various roles, including President | (prior to 1996) | Corporate leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Inozyme Pharma, Inc. (public) | Director | Current | Public company directorship |
| RheumaLogics ApS (private) | Director | Current | Private biotech board |
| Opna Bio (Longitude Capital portfolio company) | Chief Executive Officer | Current | Operating role; ties to Longitude ecosystem |
Board Governance
- Committees: Audit Committee member; Compensation Committee member and Chair .
- Independence: Board determined Diaz is independent under Nasdaq rules; majority of the board is independent .
- Attendance/Engagement: Board met 9 times in FY 2024; each director attended at least 75% of combined board and committee meetings; Audit met 6 times; Compensation met 4 times .
- Tenure and classification: Class II director; current term expired at 2025 annual meeting, nominated to serve until 2028 annual meeting .
Fixed Compensation
| Component (Policy) | Amount ($) | Notes |
|---|---|---|
| Base Director Fee (annual) | 40,000 | For all non‑employee directors |
| Audit Committee Member (annual) | 7,500 | Additional member retainer |
| Compensation Committee Chair (annual) | 12,000 | Chair retainer (chairs do not receive member fee) |
| Expected Annual Cash Total (policy basis) | 59,500 | Base + Audit member + Comp chair |
| Actual Fees Paid/Earned in Cash (FY 2024) | 57,478 | Reported director cash fees for Diaz |
No meeting fees are paid; cash retainers cover service. All policy amounts subject to proration when roles change mid‑cycle .
Performance Compensation
| Equity Award | Shares / Detail | Grant‑Date Fair Value ($) | Vesting / Terms |
|---|---|---|---|
| Director Option Awards (FY 2024) | — | 670,554 | Fair value under ASC 718; specific grants not itemized in proxy table |
| Outstanding Options (as of 12/31/2024) | 54,000 | — | Outstanding director options count |
| Director Equity Policy (Initial) | 36,000 options | — | Initial grant on joining; vests in 3 equal annual installments |
| Director Equity Policy (Annual) | 18,000 options per year | — | Annual grant at each annual meeting; vests by next annual meeting or 1 year |
| Change‑in‑Control Treatment | Accelerated vesting of all awards | — | All director awards accelerate upon change in control |
Performance metrics used for director equity: None disclosed (time‑based vesting, no TSR/financial hurdles) .
Other Directorships & Interlocks
| Entity | Relationship | Governance Note |
|---|---|---|
| Longitude Venture Partners IV, L.P. (8.3% holder) | Diaz formerly Venture Partner; designated Diaz to the board | Designation by >5% holder noted in investors’ rights documents; independence affirmed by board . |
| IPO Participation | LVP IV purchased 454,545 shares at IPO | Related party participation disclosed; standard terms . |
| Private Placement (Mar 2024) | LVP IV purchased 198,281 shares at $15.13 | Registration rights granted; customary indemnities . |
Expertise & Qualifications
- Capital markets and healthcare investing expertise; extensive life sciences board leadership experience .
- Prior leadership in healthcare investment banking and asset management .
- Harvard B.A. and Harvard Business School M.B.A. .
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Apr 15, 2025) | 12,000 shares (via options exercisable within 60 days) | Less than 1% of outstanding shares . |
| Total Outstanding Director Options | 54,000 | As of 12/31/2024 . |
| Hedging/Pledging | Prohibited | Company policy bans hedging, pledging, short sales, derivatives . |
The proxy does not disclose shares pledged, deferred compensation elections, or ownership guidelines for directors; none found in provided materials .
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee and serves on Audit, indicating board confidence in governance and financial oversight; attendance threshold met (≥75%); option‑based equity aligns incentives to long‑term value creation .
- Risks/Red Flags to monitor: Director compensation mix heavily equity‑weighted (FY 2024: $57,478 cash vs $670,554 equity fair value); change‑in‑control acceleration of all director awards may be perceived as shareholder‑unfriendly by some investors; designation by a >5% shareholder (Longitude) can raise perceived influence concerns, though board affirms independence and related‑party policies/oversight are in place .
Related‑party oversight: Audit Committee reviews related‑person transactions under formal policy; all Section 16(a) filings complied with in FY 2024 .