Steven Altschuler
About Steven Altschuler
Steven Altschuler, M.D., age 71, is the independent Chairman of Lexeo Therapeutics’ Board (Class II director; director since 2021) and is nominated to serve through the 2028 annual meeting if re-elected . He holds a B.A. in Mathematics and an M.D. from Case Western Reserve University, and brings senior leadership experience from The Children’s Hospital of Philadelphia, the University of Miami Health Care System, and healthcare investing at Ziff Capital Partners . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Children’s Hospital of Philadelphia (CHOP) | Chief Executive Officer | Apr 2000–Jun 2015 | Led a major pediatric hospital; earlier served as Physician-in-Chief/Chair of Pediatrics and Chief of Gastroenterology, Hepatology, Nutrition |
| University of Miami | CEO, Health Care System; EVP for Healthcare | Jan 2016–Sep 2017 | Executive leadership of health system |
| University of Miami Health Care System | Consultant | Sep–Dec 2017 | Advisory engagement |
| Ziff Capital Partners | Managing Director, Healthcare Ventures | Since May 2018 | Healthcare investing leadership |
| Spark Therapeutics, Inc. | Chair of Board | Mar 2013–Dec 2019 | Governance leadership of gene therapy company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| WW International, Inc. (public) | Director | Since Sep 2012 | Consumer weight management company |
| 89bio, Inc. (public) | Director | Since Mar 2020 | Biopharmaceutical company |
| Orchard Therapeutics plc (private) | Director | Jan 2020–Jan 2024 | Exited following acquisition in Jan 2024 |
| Corner Therapeutics | CEO and Chair of Board | Since Sep 2019 | Operating leadership role (as of 2024 proxy) |
| Mead Johnson Nutrition | Director | 2009–2019 | Nutrition company |
| Adtalem Global Education Inc. | Director | May 2018–May 2020 | Education company |
Board Governance
- Role and independence: Independent Chair separate from the CEO; Lexeo intends to maintain separation of Chair and CEO roles . The Board determined Dr. Altschuler is independent .
- Committee memberships: Compensation Committee member; Science and Technology Committee member . Compensation Committee chaired by Reinaldo Diaz; Science and Technology Committee chaired by Brenda Cooperstone .
- Committee scope: Compensation oversight (strategy, plans, executive pay) and S&T oversight (R&D, IP, emerging scientific trends) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Board met nine times; Audit met six; Compensation met four; Nominating & Governance met four . In 2023, each director attended at least 75%; Board met 17 times; Audit met five; Compensation met five; Nominating & Governance met one .
| Governance Activity | 2023 | 2024 |
|---|---|---|
| Board meetings (count) | 17 | 9 |
| Director attendance | ≥75% for all directors | ≥75% for all directors |
| Audit Committee meetings | 5 | 6 |
| Compensation Committee meetings | 5 | 4 |
| Nominating & Governance meetings | 1 | 4 |
| Science & Technology Committee formed | Apr 22, 2024 | Active; chaired by Cooperstone |
Fixed Compensation
- Policy: Base annual retainer $40,000; Chair of the Board $30,000 extra; Committee chair fees: Audit $15,000, Compensation $12,000, Nominating & Governance $12,000, Science & Technology $12,000; Committee member fees: Audit $7,500, others $6,000 .
- Equity policy: Initial option 36,000 shares upon joining; annual option 18,000 shares each annual meeting; vesting over 3 years (initial) or by next annual meeting (annual); change-in-control acceleration; exercise price at fair market value on grant date .
| Component | Amount/Terms |
|---|---|
| Base Director Fee (cash) | $40,000 per year |
| Chair of Board (cash) | +$30,000 per year |
| Committee Chair (cash) | Audit $15,000; Compensation $12,000; Nominating & Governance $12,000; Science & Technology $12,000 |
| Committee Member (cash) | Audit $7,500; Compensation $6,000; Nominating & Governance $6,000; Science & Technology $6,000 |
| Initial Option Award | 36,000 shares; vests over 3 years; accelerates on change-in-control; strike=fair market value |
| Annual Option Award | 18,000 shares each annual meeting; vests by next annual meeting or 1 year; accelerates on change-in-control; strike=fair market value |
| Steven Altschuler – Director Pay | 2023 | 2024 |
|---|---|---|
| Fees Paid or Earned in Cash ($) | $139,221 | $82,462 |
| Stock Awards ($) | — | — |
| Option Awards ($) | $60,933 | $217,314 |
| Total ($) | $200,153 | $299,776 |
Performance Compensation
- Non-employee director awards are option-based and not tied to operating performance metrics (e.g., revenue, EBITDA, TSR); Lexeo’s Director Compensation Policy does not disclose director-specific performance metrics .
| Equity Awards to Non-Employee Directors | Grant Size | Vesting | Change-of-Control |
|---|---|---|---|
| Initial Option | 36,000 shares | Equal annual tranches over 3 years | Accelerates and vests upon change-in-control |
| Annual Option | 18,000 shares | By next annual meeting or 1 year | Accelerates and vests upon change-in-control |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Revenue, EBITDA, TSR, ESG goals | None disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Committee Positions (if disclosed) |
|---|---|---|
| WW International, Inc. | Director | Not disclosed |
| 89bio, Inc. | Director | Not disclosed |
| Corner Therapeutics | CEO & Chair | Operating role; not a public company committee disclosure |
- Lexeo’s Compensation Committee includes Reinaldo Diaz (Chair), Steven Altschuler, and Paula HJ Cholmondeley; the Board reviewed independence and affirmed all are independent .
- Note: Diaz previously served as a Venture Partner at Longitude Capital, and LVP IV is a >5% shareholder with registration rights; the company maintains a Related Person Transactions Policy and independence determinations considered relationships .
Expertise & Qualifications
- Senior hospital and academic medical leadership; former CEO of CHOP and University of Miami Health Care System .
- Biotech board leadership, including chairing Spark Therapeutics; ongoing roles at WW International and 89bio .
- Healthcare investing and risk oversight experience; Board emphasizes engagement in scientific, financial, and operational oversight .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (shares) | 119,625 shares via options exercisable within 60 days (includes 4,155 unvested shares eligible through early exercise) |
| Ownership as % of Outstanding | <1% (based on 33,196,997 shares outstanding as of Apr 15, 2025) |
| Outstanding Options at 12/31/2024 | 137,625 |
| Pledged/Hedged Shares | Company policy prohibits hedging, short sales, margin accounts, and speculative transactions by directors |
Governance Assessment
- Strengths: Independent Chair separate from CEO, with majority-independent Board and independent Compensation Committee; robust committee structure including a Science & Technology Committee aligned to R&D oversight; directors met attendance thresholds; compensation consultant (Alpine) deemed independent .
- Alignment: Director pay mix blends cash retainers with equity options that vest over service periods; no director performance metrics are disclosed, reducing risks of short-term metric gaming; hedging/pledging prohibitions support alignment .
- Potential investor-sensitivity: All director equity awards accelerate upon change-in-control, which can encourage sale outcomes; however, this is a common market practice and transparently disclosed . Compensation Committee includes Diaz, formerly associated with a >5% shareholder’s venture fund; independence determinations and a formal Related Person Transactions Policy mitigate conflicts .
- Signals: 2024 shareholder meeting outcomes showed strong auditor ratification support; director election results (for Agger) contextualize shareholder sentiment but are not specific to Dr. Altschuler’s seat in 2024 .