Christopher Sobecki
LEXICON PHARMACEUTICALSAbout Christopher J. Sobecki
Christopher J. Sobecki, age 66, has served as a Class II independent director of Lexicon Pharmaceuticals since August 2007. He is a Managing Director of The Invus Group, LLC (joined in 1989) and holds a B.S. in industrial engineering from Purdue University and an M.B.A. from Harvard University . The board has affirmatively determined he is “independent” under Nasdaq standards, while noting Invus’ significant ownership when assessing the independence of its designees, including Mr. Sobecki .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WW, Inc. | Director | 1999–May 2023 | Not disclosed |
| Various (Invus/Artal portfolio) | Director at multiple private companies | Not disclosed | Oversight of investments; strategy and risk assessment (private companies) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Invus Group, LLC | Managing Director | 1989–Present | Designee of Invus, L.P. under LXRX stockholders’ agreement |
Board Governance
- Board classification and term: Class II director; Class II terms expire at the 2026 annual meeting per classified board structure described (Class I term expiring at 2025 meeting; Class II and III in 2026/2027) .
- Committee memberships: Mr. Sobecki is not listed as a member of the Audit (Barker, Cheung, Sullivan), Compensation (Amouyal, Barker, Swain), or Corporate Governance committees (members include Debbane and Swain) .
- Attendance and engagement: In 2024, the board met 8 times; Audit 6; Compensation 4; Corporate Governance 2. No incumbent director attended fewer than 75% of aggregate meetings during the period served; six of eight directors attended the 2024 annual meeting .
- Independence: Board determined Mr. Sobecki is independent; it specifically considered Invus’ ownership in assessing independence of Invus designees (Debbane, Amouyal, Sobecki) .
- Risk oversight and governance practices: Roles of chairman and CEO are separated; the board oversees strategic and operational risk, with Audit Committee supplementing financial reporting risk oversight .
- Insider trading policy: Prohibits hedging, derivatives, and option trading in LXRX securities by directors/officers/employees .
- Clawback policy (executive incentive comp): Adopted October 2023; provides 3-year recoupment for incentive-based compensation following an accounting restatement (applies to executive officers) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board retainer (non-employee directors) | $50,000 | $75,000 for non-executive chairman |
| Audit Committee retainer | $10,000 | $20,000 chair |
| Compensation Committee retainer | $7,500 | $15,000 chair |
| Corporate Governance Committee retainer | $5,000 | $10,000 chair |
| Director (2024) | Fees Earned or Paid in Cash | Total |
|---|---|---|
| Christopher J. Sobecki | $50,000 | $182,051 |
Performance Compensation
| Director (2024) | Option Grant Date | Options (#) | Exercise Price | Grant-Date Fair Value | RSU Grant Date | RSUs (#) | Per-Share Grant-Date Fair Value | RSU Grant-Date Fair Value |
|---|---|---|---|---|---|---|---|---|
| Christopher J. Sobecki | 05/13/2024 | 44,906 | $1.79 | $66,161 | 05/13/2024 | 36,810 | $1.79 | $65,890 |
- RSU vesting schedule: Each director RSU vests one-third on February 28 of each of the three years following the year of grant .
- Annual equity award cap: Non-employee director awards capped at $500,000 grant-date fair value in any calendar year, inclusive of cash fees .
- Unexercised options (as of 12/31/2024): Sobecki held 114,503 unexercised stock options .
- Change-in-control treatment (director plan): If awards are assumed and the director is not appointed/elected to the acquirer’s board, vesting of that director’s awards accelerates by 18 months; if not assumed, awards accelerate then terminate if not exercised .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Notes |
|---|---|---|---|
| WW, Inc. | Public | Director | Served until May 2023 |
| The Invus Group/Artal portfolio | Private | Director | Multiple private company boards |
| Invus designation at LXRX | Shareholder agreement-based | Designee | Invus owns ~49.7% and has director/committee designation rights; currently designates 3 of 8 directors |
Invus rights include proportionate representation on compensation and corporate governance committees (currently one of three members on each), but no Invus-designated directors on Audit Committee .
Expertise & Qualifications
- Diversified business and financial experience; expertise in risk assessment and business strategy development; deep relationships in the financial community from Invus activities and public/private board service .
- Educational credentials: B.S. Purdue (Industrial Engineering); M.B.A. Harvard .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Issuable Within 60 Days (Options/RSUs) | Ownership % |
|---|---|---|---|
| Christopher J. Sobecki | 167,055 | 114,300 | <1% (represented by “*”) |
- Outstanding shares for percentage calculation: 363,178,000 as of April 3, 2025 .
- Note: “Shares Issuable Within 60 Days” includes options currently exercisable or RSUs scheduled to vest within 60 days of April 3, 2025 .
Governance Assessment
- Signals of alignment: Time-based RSUs and options standard for non-employee directors; equity plus cash mix consistent across board with RSU vesting staged over three years, encouraging multi-year service .
- Independence consideration: Board deems Sobecki independent under Nasdaq, but he is explicitly an Invus designee and Managing Director of Invus; Invus holds ~49.7% with special rights (director/committee designation, preemptive/consent rights). This creates potential influence and perceived conflicts relative to minority shareholders, though the board considered these in its independence determinations .
- Attendance/engagement: Meets at least 75% attendance threshold; board and committee activity levels indicate active governance cadence (8 board meetings, 6 Audit, 4 Compensation, 2 Corporate Governance in 2024) .
- Committee roles: Not on Audit/Comp/Gov, limiting potential conflicts within sensitive committees (especially Audit); current Invus-designee committee presence restricted away from Audit .
- Shareholder sentiment: Say-on-pay support >97% at 2024 annual meeting, suggesting broad investor confidence in compensation practices; Pearl Meyer engaged as independent compensation consultant for executive and director compensation; committee assessed consultant independence and found no conflict .
- Policy safeguards: Anti-hedging and derivatives prohibitions for insiders; SEC/Nasdaq-compliant clawback for executive incentive compensation; structured director plan with change-of-control provisions detailed and capped annual equity value .
Red Flags
- Major shareholder control dynamics: Invus’ ~49.7% ownership with rights to increase board size and designate directors, plus committee representation rights and preemptive/consent rights (anti-takeover effects possible). Sobecki’s designee status heightens potential for conflicts and perceived influence on strategy and governance .
- Classified board: Staggered terms could reduce accountability in contested situations; Class II term structure extends horizon for director turnover .
- Change-in-control acceleration: Director award acceleration if not appointed to surviving board may be viewed as entrenchment-adjacent, though common in small-cap biotech contexts .
Overall, Sobecki brings robust financial and strategic expertise and long LXRX tenure. The primary governance consideration is his tight linkage to Invus, a controlling holder with expansive rights, which the board acknowledges and weighs in independence determinations .