René Russo
About René Russo
René Russo, Pharm.D., is President, Chief Executive Officer, and a director of Xilio Therapeutics; she has served as CEO and director since May 2019 (age 50 as of April 2025) . She holds a Pharm.D. and B.S. from Rutgers University and completed a post‑doctoral fellowship in infectious diseases at Bristol‑Myers Squibb . Xilio assesses executive performance primarily against clinical progress, pipeline advancement, and financing/cash runway goals rather than financial metrics like revenue/EBITDA; the board determined 80% corporate goal achievement for 2023 and 100% for 2024, with Dr. Russo’s bonus weighted 100% to corporate outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Xilio Therapeutics | President & CEO; Director | CEO/Director since May 2019; President May 2021–Aug 2022 and since Sep 2023 | Led immuno‑oncology pipeline; financing and partnerships |
| New Enterprise Associates (NEA) | Entrepreneur‑in‑Residence | Nov 2018–May 2019 | Venture creation and biotech portfolio support |
| Arsanis, Inc. | President & CEO; earlier Chief Development Officer | CDO Jun 2015–May 2016; CEO May 2016–Dec 2018 | Led development/commercial strategy; subsequent merger into X4 Pharmaceuticals |
| Cubist Pharmaceuticals | Various roles; VP, Global Medical Affairs | 2004–2015 | Contributed to development/commercialization of infectious disease therapeutics until Merck acquisition |
| Bristol‑Myers Squibb | R&D roles; ID fellowship | 1999–2004 | Supported successful development and global commercialization across programs |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Invivyd, Inc. (fka Adagio) | Chair, Board of Directors (co‑founder) | Jul 2020–Jun 2022 | Governance and COVID‑19 therapeutics strategy |
| Arsanis, Inc. | Director | May 2016–Mar 2019 | Pre‑merger oversight |
| X4 Pharmaceuticals | Director | Mar 2019–Nov 2021 | Post‑merger board service |
| PRxCision, Inc. (private) | Director | Current (as of Apr 2025) | Private healthcare technology company |
| Leyden Laboratories B.V. (private) | Supervisory Board | Current (as of Apr 2025) | Private biopharma company |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 598,000 | 613,947 (increase to $621,920 effective May 1, 2024) |
| Target Bonus (% of Salary) | 55% | 55% |
| Actual Cash Bonus ($) | 263,120 (80% corporate achievement) | 337,671 (100% corporate achievement) |
| Perquisites (401k match + life insurance) ($) | 14,010 | 14,610 |
| 2025 Base (effective Jan 1, 2025) | — | 643,700 |
Performance Compensation
- Annual bonus framework and metrics:
- Dr. Russo’s bonus is 100% tied to corporate goals (no individual component). Goal categories: (i) clinical development progress; (ii) discovery pipeline advancement; (iii) extend cash runway/financing capacity (2023–2024) .
- Corporate goal achievement: 80% (2023) → 100% (2024), yielding 80% and 100% of target payout for Dr. Russo, respectively .
| Year | Metric Category | Weighting | Target | Actual | Payout |
|---|---|---|---|---|---|
| 2023 | Corporate goals (clinical, pipeline, finance) | 100% | 100% | 80% achievement | Paid $263,120 |
| 2024 | Corporate goals (clinical, pipeline, cash runway) | 100% | 100% | 100% achievement | Paid $337,671 |
- Equity grants (annual and retention):
- 2023: Option grant fair value $2,124,780 .
- 2024: RSUs $97,350; Options $391,761; plus May 2024 retention options for key executives .
| Year | RSU Fair Value ($) | Option Fair Value ($) |
|---|---|---|
| 2023 | — | 2,124,780 |
| 2024 | 97,350 | 391,761 |
- Special equity program (Nov 2025 special meeting proposals):
- One‑time repricing of underwater options: executive team options repriced to $1.50 (or market if higher) with a 12‑month “retention date” during which the original higher exercise price applies if exercised; non‑employee directors excluded .
- New 2025 Stock Incentive Plan (32.0M options) with four tranches. Dr. Russo contingent options: 2,075,000 per tranche; 8,300,000 total; grant date exercise price $0.841; vesting ties tranche 2–4 vesting to warrant exercises/cancellations; tranche 1 vests monthly over 3 years (subject to stockholder approval) .
| 2025 Plan Tranche | Russo Options | Vesting Condition | Notes |
|---|---|---|---|
| Tranche 1 | 2,075,000 | Time‑based monthly over 3 years | Service requirement |
| Tranche 2 | 2,075,000 | % of Series A warrants exercised by scheduled measurement dates | Vest 1/3 at measurement date, then annually x2 |
| Tranche 3 | 2,075,000 | % of Series B warrants exercised and/or cancelled via non‑dilutive capital by 12/31/2025 | Same vesting cadence |
| Tranche 4 | 2,075,000 | % of Series C warrants exercised and/or cancelled via non‑dilutive capital by 12/31/2026 | Same vesting cadence |
Equity Ownership & Alignment
- Beneficial ownership trend (Dr. Russo)
| Metric | Mar 31, 2023 | Apr 15, 2024 | Mar 31, 2025 | Oct 1, 2025 |
|---|---|---|---|---|
| Shares Owned | 200,633 | 200,633 | 244,883 | 244,883 |
| Right to Acquire (within 60 days) | 654,447 | 1,027,323 | 1,945,892 | 2,667,926 |
| Total Beneficial | 855,080 | 1,227,956 | 2,190,775 | 2,912,809 |
| % Outstanding | 3.0% | 3.2% | 4.1% | 5.34% |
- Option repricing eligibility (as of 9/30/2025): Russo had 2,198,212 underwater options eligible for repricing (WAEPS $5.76; 6.6 years remaining) .
- Ownership guidelines: Xilio discloses no formal executive stock ownership guidelines for executives or directors; alignment is driven by equity awards and time‑based vesting .
- Hedging/pledging: Strict prohibitions on short sales, derivatives, hedging, and pledging; limited exception process for pledging requiring CFO and Audit Committee approvals; pre‑clearance required for insider transactions .
Employment Terms
| Term | Base Severance (no CIC) | CIC Severance (within 12 months after change‑in‑control) | Other |
|---|---|---|---|
| Salary Continuation | 12 months of base salary | 18 months of base salary | — |
| Bonus | Pro‑rated target bonus for year of termination, lump sum | 150% of target annual bonus, lump sum | — |
| Health (COBRA) | Company portion of premiums up to 12 months | Up to 18 months | — |
| Equity | — | Automatic vesting of unvested time‑based equity awards at termination/effective release; pre‑IPO awards keep original favorable terms if any | — |
| 280G Cutback | Best‑net (pay full or reduce to avoid excise tax) | Best‑net | — |
Notes: Terms reiterated in 2025 proxy, consistent with 2023 proxy letter agreement .
Board Governance
- Role and independence: Dr. Russo is CEO and a director (Class I); she is not independent under Nasdaq rules due to her management role .
- Board leadership and committees: The Chair of the Board is independent (Paul J. Clancy). Compensation Committee is fully independent (Chair: Christina Rossi; members: Clancy, Robert Ross), which oversees executive pay and clawback policy .
- Committee memberships (as of April 15, 2025): Dr. Russo is not listed on audit/compensation/nom‑gov committees; Audit: Bonstein, Brennan, Rossi; Compensation: Rossi (Chair), Clancy, Ross; Nominating & Gov: Curran (Chair), Shannon, Xu .
- Attendance: The board met seven times in 2024; all directors met or exceeded 75% attendance at board and committee meetings .
- Director compensation: Dr. Russo receives no additional director compensation; non‑employee director policy sets retainers ($40k per director; $70k chair; committee fees) and annual/new‑hire option grants .
Compensation Structure Analysis
- Mix and trend:
- 2023 pay was predominantly option‑based (no RSUs disclosed for Dr. Russo in 2023); 2024 introduced RSUs alongside options, slightly lowering risk to the executive versus pure options .
- Target bonus remained at 55% of salary; payout moved from 80% (2023) to 100% (2024) in line with company‑assessed goal attainment .
- Repricing and new plan (red flags and mitigants):
- One‑time option repricing and a sizable new option pool (32.0M) add dilution/overhang considerations; however, non‑employee directors are excluded from repricing, and tranches 2–4 in the 2025 Plan vest only as dilutive warrants are exercised/cancelled, linking employee dilution to stockholder dilution and non‑dilutive financing outcomes .
- Executive repricing features a higher exercise price ($1.50) than non‑executive employees ($1.00) and a 12‑month retention restriction before new exercise price benefits, moderating immediate selling pressure and emphasizing retention .
- Clawback and policies:
- Nasdaq‑compliant clawback adopted Nov 2023; strict insider trading, anti‑hedging and anti‑pledging policies; no tax gross‑ups other than limited relocation .
Vesting Schedules and Outstanding Awards (Selected)
- Typical time‑based options vest monthly over 4 years (various grants, e.g., 2023 and earlier grants with specified expirations/prices) .
- 2023 grant example (Russo): 700,000 options at $2.79, vesting 1/3 by Aug 16, 2024 and 2/3 by Aug 16, 2025 (subject to acceleration terms) .
- Special 2025 Plan contingent grant (subject to approval): exercise price $0.841; tranche structure described above; no awards to non‑employee directors .
Director‑Officer Dual Role Implications
- Concentration risk: CEO + director can raise independence concerns; mitigants include an independent Chair (Paul J. Clancy), fully independent Compensation Committee, and explicit independence determinations for all non‑employee directors .
- Pay governance: Compensation Committee retains Aon (Radford) as independent advisor and reviews CEO pay without CEO input; annual equity grant timing policies stated to avoid MNPI influence .
Risk Indicators & Red Flags
- Dilution/overhang: Significant outstanding warrants (292.3M) and overhang dynamics; 2025 Plan aims to keep employee equity at competitive levels while tying vesting to warrant exercise/cancellation; overhang detailed with scenarios (27.0% at 9/30/25; 4.1% assuming full warrant exercise; 13.4% including contingent options) .
- Option repricing: Often viewed as a governance red flag; Xilio subjected it to stockholder approval, excluded directors, applied higher exec exercise price, and added a 12‑month retention requirement .
- Hedging/pledging prohibited; pre‑clearance required for insider trades, reducing misalignment and trading risk .
Equity Ownership & Trading Signals
- Growing “right to acquire” suggests increasing unvested/exercisable equity exposure (654k → 2.67M across 2023–Oct 2025), indicating high at‑risk equity alignment but also potential future supply as tranches vest/exercise (especially under 2025 Plan tranches tied to warrant events) .
- Repricing retention lock (12 months) dampens near‑term exercise/selling; however, vesting events tied to warrant exercises/cancellations (through 2026/2030 measurement dates) may cluster future option exercisability .
Investment Implications
- Pay‑for‑performance alignment is principally tied to clinical and financing milestones; 2024 paid at target with 100% corporate goal achievement, consistent with disclosed outcomes . The shift to include RSUs in 2024 slightly de‑risks equity versus prior option‑heavy mix .
- The 2025 option repricing and new plan support retention in a competitive biotech labor market but add dilution/overhang risk; mitigants include director exclusion, higher executive exercise price, and performance linkage of tranches to warrant exercises/cancellations and non‑dilutive financings .
- Strong governance guardrails (independent chair, independent compensation committee with independent advisor, clawback, anti‑hedging/pledging, no general tax gross‑ups) help offset dual‑role concerns and trading risk .
- For trading, monitor: (i) special meeting outcomes on repricing and the 2025 Plan; (ii) warrant exercise/cancellation milestones (affecting tranche 2–4 vesting); (iii) Form 4 patterns as retention and vesting cliffs approach; and (iv) any changes to cash runway guidance affecting 2024–2026 bonus target setting .