DEF 14A of Axsome Therapeutics, Inc., Apr 25, 2025

DEF 14A of Axsome Therapeutics, Inc.

Filed Apr 25, 2025 · FY20240000950170-25-058781

Open on EDGAR

  1. Please note that brokers may not vote your shares on the election of directors, the approval of our 2025 Long-Term Incentive Plan or the compensation of our named executive officers in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

    Please note that brokers may not vote your shares on the election of directors, the approval of our 2025 Long-Term Incentive Plan or the compensation of our named executive officers in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

  2. Please note that brokers may not vote your shares on the election of directors, the approval of our 2025 Long-Term Incentive Plan or the compensation of our named executive officers in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

    | Q: | What happens if additional matters are presented at the Annual Meeting? | | A: | If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named in the proxy card and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. We do not currently anticipate that any other matters will be raised at the Annual Meeting. |

  3. Please note that brokers may not vote your shares on the election of directors, the approval of our 2025 Long-Term Incentive Plan or the compensation of our named executive officers in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

    | Q: | Can I change or revoke my vote after submitting my proxy? | | A: | Subject to any rules your broker, trustee or nominee may have, you may change or revoke your proxy in any one of the ways listed below at any time before your proxy is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote by (1) sending our Corporate Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares; or (2) voting at the Annual Meeting. A stockholder of record that has voted on the Internet or by telephone may also change his or her vote by later making a timely and valid Internet or telephone vote. If you are a beneficial owner of shares held in street name, you may change your vote: (1) by submitting new voting instructions to your broker, trustee or other nominee; (2) by attending and voting at the Annual Meeting, if you have obtained a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares; or (3) by sending our Corporate Secretary, prior to your shares being voted at the Annual Meeting, a written notice of revocation or a duly executed proxy card, in either case dated later than the prior proxy card relating to the same shares. Any written notice of revocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be hand delivered to our Corporate Secretary or should be sent so as to be delivered to our principal executive offices, Attention: Corporate Secretary. |

  4. Please note that brokers may not vote your shares on the election of directors, the approval of our 2025 Long-Term Incentive Plan or the compensation of our named executive officers in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

    | Q: | Who will bear the cost of soliciting votes for the Annual Meeting? | | A: | We will bear all expenses of this solicitation, including the cost of preparing and mailing these proxy materials. We may reimburse brokerage firms, custodians, nominees, fiduciaries and other persons representing beneficial owners of common stock for their reasonable expenses in forwarding solicitation material to such beneficial owners. Directors, officers and employees of Axsome may also solicit proxies in person or by other means of communication. Such directors, officers and employees will not be additionally compensated but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. We may engage the services of a professional proxy solicitation firm to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners. Our costs for such services, if retained, will not be significant. |

  5. Please note that brokers may not vote your shares on the election of directors, the approval of our 2025 Long-Term Incentive Plan or the compensation of our named executive officers in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

    | Q: | Is my vote confidential? | | A: | Proxy instructions, ballots, and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within Axsome or to third parties, except as necessary to meet applicable legal requirements, to allow for the tabulation of votes and certification of the vote, or to facilitate a successful proxy solicitation. |

  6. Please note that brokers may not vote your shares on the election of directors, the approval of our 2025 Long-Term Incentive Plan or the compensation of our named executive officers in the absence of your specific instructions as to how to vote, so we encourage you to provide instructions to your broker regarding the voting of your shares.

    | Q: | Where can I find the voting results of the Annual Meeting? | | A: | We intend to announce preliminary voting results at the Annual Meeting and will publish final results in a Current Report on Form 8-K that will be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the Annual Meeting. |

  7. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  8. General

    General Our Board of Directors may establish the authorized number of directors from time to time by resolution. Our Board of Directors is currently comprised of five members who are divided into three classes with staggered three-year terms. A director serves in office until their respective successor is duly elected and qualified or until their earlier death or resignation. This classification of the Board of Directors into three classes with staggered three-year terms may have the effect of delaying or preventing changes in our control or management. The term of office of our Class I director, Roger Jeffs, will expire at this year’s Annual Meeting. Your proxy cannot be voted for a greater number of persons than the number of nominees named in this proxy statement.

  9. Information Regarding the Nominees and Other Directors

    Information Regarding the Nominees and Other Directors

  10. Nominee for Class I Director for Term Expiring in 2028

    Nominee for Class I Director for Term Expiring in 2028

  11. Nominee for Class I Director for Term Expiring in 2028

    | Name | Age | Principal Occupation and Business Experience | | Roger Jeffs, Ph.D. | 63 | Dr. Jeffs has been a member of our Board of Directors since December 2014. | | | | Dr. Jeffs has served as the Chief Executive Officer of Liquidia Corporation since January 2022. Dr. Jeffs is also the Co-Founder and Vice Chairman of Kriya Therapeutics, a gene therapy company. Dr. Jeffs was previously at United Therapeutics Corporation where he worked for 18 years until 2016. Dr. Jeffs joined United Therapeutics Corporation during its inception phase in 1998 as Director of Research, Development, and Medical and served as its President and Chief Operating Officer from 2001 to 2014, and President and co-CEO from 2015 to 2016, and was a member of the Board of Directors from 2001 through 2016. While at United Therapeutics, Dr. Jeffs helped lead the company’s initial public offering, oversaw the clinical development and regulatory approval of 6 products for rare diseases, and managed the commercial effort that led to a consistent >20% CAGR and $1.5B revenue run rate. United Therapeutics was consistently recognized as one of the fastest growing companies and best places to work during his tenure. Dr. Jeffs previously held positions at Amgen, Inc. and Burroughs Wellcome Co. where he held roles in clinical development. | | | | Dr. Jeffs currently serves on the Board of Directors of Liquidia Corporation, and previously served on the Board of Directors of Albireo Pharma, Axovant Gene Therapies, Dova Pharmaceuticals and Sangamo Therapeutics. Dr. Jeffs holds an undergraduate degree in chemistry from Duke University and a Ph.D. in pharmacology from the University of North Carolina School of Medicine. Dr. Jeffs’ scientific background and business experience, coupled with his experience as a chief executive officer of a publicly-traded biotechnology company, provides him with the qualifications and skills to serve on our board. |

  12. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS I NOMINEE NAMED ABOVE

    OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE CLASS I NOMINEE NAMED ABOVE The following contains certain information about those directors whose terms do not expire at the Annual Meeting and who are not standing for reelection, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and our Board of Directors to determine that the directors should serve as one of our directors. The age of each director as of the Record Date is set forth below.

  13. Incumbent Class II Directors Whose Terms Expire in 2026

    Incumbent Class II Directors Whose Terms Expire in 2026

  14. Incumbent Class II Directors Whose Terms Expire in 2026

    | Name | Age | Principal Occupation and Business Experience | | Susan Mahony, Ph.D., MBA | 60 | Dr. Mahony has been a member of our board of directors since October 2023. | | | | Dr. Mahony was formerly Senior Vice President of Eli Lilly and Company from 2009 to 2011 and President of Lilly Oncology from 2011 to 2018, where under her leadership, the business unit evolved from one to five marketed medicines. At Lilly, she held leadership positions and led organizations in Europe, the United States, Canada, Japan, and China. She also led the global development and launches of several products, including duloxetine for depression and pain. Prior to Lilly, Dr. Mahony led commercial activities for Bristol Myers Squibb’s cardiovascular business and worked in sales and marketing at Amgen and Schering Plough. Dr. Mahony earned her Bachelor of Science in Pharmacy, and her Doctor of Philosophy in Oncology from the University of Aston, UK. She also earned her Master of Business Administration from the London School of Business. Dr. Mahony previously served on the board of directors of Horizon Therapeutics from 2019 until its acquisition by Amgen in October 2023, and Vifor Pharma from 2019 until its acquisition by CSL Limited in August 2022. She currently serves on the board of directors of two public companies, Zymeworks Inc. and Assembly Biosciences, and several private companies, including, Catalent, Inc., a subsidiary of Novo Holdings A/S. Dr. Mahony also serves on the board of directors of the Chordoma Foundation, a nonprofit dedicated to improving the lives of people affected by chordoma. | | Mark Saad | 55 | Mr. Saad has been a member of our Board of Directors since December 2014. | | | | Mr. Saad has served as the CEO of NuLids, LLC, a portfolio company of Alethea Capital Management, LLC, an asset management firm based in Seattle for which he also serves as an advisor, since 2018. Between 2014 and 2017, he served as the Chief Financial Officer of Bird Rock Bio, Inc., a clinical stage biopharmaceutical company focused on developing innovative immuno-inflammatory regulators. | | | | Previously, he served as Chief Financial Officer of Cytori Therapeutics from 2004 to 2014, where he was responsible for finance and accounting, business development, and other operating functions. Prior to Cytori, he served as Executive Director of UBS Investment Bank, where he was the Chief Operating Officer of the Global Healthcare Group. Prior to UBS, he was part of the Health Care Investment Banking Group at Salomon Smith Barney. Mr. Saad currently serves on the Board of Directors of multiple private healthcare companies. Mr. Saad holds a Bachelor of Arts Degree from Villanova University. |

  15. Incumbent Class III Directors Whose Term Expires in 2027

    Incumbent Class III Directors Whose Term Expires in 2027

  16. Incumbent Class III Directors Whose Term Expires in 2027

    | Name | Age | Principal Occupation and Business Experience | | Herriot Tabuteau, M.D. | 56 | Dr. Tabuteau has served as our founder, Chief Executive Officer, President and Chairman of our Board of Directors since our founding in January 2012. He is also the founder of Antecip Capital LLC (formerly Versant Capital Management LLC), one of our principal stockholders, for which Dr. Tabuteau has been the managing member since 2003. Dr. Tabuteau is also the managing member of Antecip Bioventures II LLC. Prior to founding our company, Dr. Tabuteau was a Senior Analyst and Partner at Healthco/S.A.C. Capital (now known as HealthCor) where he was responsible for the biotechnology, genomics, and instrumentation portfolios. Previously, Dr. Tabuteau was the healthcare analyst at Kingdon Capital. Prior to that position, Dr. Tabuteau was a Senior Research Analyst at Banc of America Securities covering the hospital supplies sector. Prior to Banc of America, Dr. Tabuteau was part of the healthcare investment banking group at Goldman Sachs. Dr. Tabuteau earned his M.D. from Yale University School of Medicine and his Bachelor of Arts in molecular biology and biochemistry from Wesleyan University. | | Mark Coleman, M.D. | 57 | Dr. Coleman has been a member of our Board of Directors since December 2014. In addition, from 2012 to 2014, Dr. Coleman served as a consultant to us. Dr. Coleman is currently the Medical Director of the Pikesville office of National Spine and Pain Centers (“NSPC”), one of the nation’s largest interventional pain management groups, a position he has held since 1999. Dr. Coleman was formerly the President and then Director of Clinical Services of NSPC. Dr. Coleman is a Diplomat of the American Board of Anesthesiology in Anesthesiology and Pain Management. | | | | In 2021, Dr. Coleman joined the Board of Directors of Enalare Therapeutics, a privately held company developing respiratory stimulants for the emergency and critical care setting. Dr. Coleman holds an M.D. from Johns Hopkins University School of Medicine and received his undergraduate degree from Wesleyan University. |

  17. Incumbent Class III Directors Whose Term Expires in 2027

    There are no family relationships among any of our directors or executive officers. See “Corporate Governance” below for additional information regarding our Board of Directors.

  18. Director Compensation

    Director Compensation Each year, the Board of Directors determines non-employee director compensation based upon the recommendation of the Compensation Committee. In doing so, the Compensation Committee considers market data for the Company’s peer group, which is the same peer group used for the Company’s executive compensation benchmarking, as well as data for a broader market of similarly-sized companies, and input regarding market practices for director compensation from the same independent consultant that is retained by the Compensation Committee for executive compensation services. Our non-employee directors receive an annual cash retainer and an annual equity retainer. A non-employee director may elect to receive, in lieu of the cash compensation, options to purchase shares of our common stock, with an exercise price per share equal to the fair market value of our common stock on the date of grant. Such options will be granted at the same time as all executive officer annual option grants. The annual equity grants to the directors will be made on the close of business on the date of the annual meeting. We also reimburse our non-employee directors for their reasonable out-of-pocket expenses incurred in attending board and committee meetings. During our fiscal year ended December 31, 2024, our non-employee directors were granted an annual equity retainer of options with a grant date fair value of $325,000 to purchase shares of our common stock under our Amended and Restated 2015 Omnibus Incentive Compensation Plan (the “2015 Plan”). These stock options will vest in full on the one-year anniversary of the date of the grant. In addition to the annual equity retainer, all non-employee members of the Board of Directors had the option of electing to receive options to purchase shares of our common stock in lieu of the cash fees earned in 2024, which options were granted in February 2025 to those directors that elected to receive options. These options granted in lieu of cash fees are immediately vested and exercisable upon grant. For fiscal year 2025, non-employee directors will continue to have the option to receive equity in lieu of cash fees. All retainers are prorated for any portion of a year to which they apply for each non-employee director. From January 1 to June 6, 2024, each of our non-employee directors received the following pro-rated cash compensation for board services, as applicable:

  19. Director Compensation

    | Board member: | $50,000 | | Lead Director: | $25,000 | | Audit Committee member: | $10,000 | | Chairman of the Audit Committee: | $20,000 | | Compensation Committee member: | $7,500 | | Chairman of the Compensation Committee: | $15,000 | | Nominating and Corporate Governance Committee member: | $5,000 | | Chairman of the Nominating and Corporate Governance Committee: | $10,000 |

  20. Director Compensation

    Beginning June 7, 2024, each of our non-employee directors received the following pro-rated cash compensation for board services, as applicable:

  21. Director Compensation

    | Board member: | $50,000 | | Lead Director: | $25,000 | | Audit Committee member: | $10,000 | | Chairman of the Audit Committee: | $20,500 | | Compensation Committee member: | $9,000 | | Chairman of the Compensation Committee: | $20,000 | | Nominating and Corporate Governance Committee member: | $5,000 | | Chairman of the Nominating and Corporate Governance Committee: | $10,750 |

  22. Director Compensation

    The table below sets forth the compensation earned by each of the Company’s independent directors during fiscal year 2024. Dr. Tabuteau, our Chief Executive Officer and Chairman of our Board of Directors, did not receive any compensation from us during our fiscal year ended December 31, 2024 for his service as a director and is not included in the table below.

  23. Director Compensation

    | Name | Fees Earned in Cash(1) | Option Awards(2) | Total | | Mark Coleman, M.D. | $107,830 | $324,961(3)(4) | $432,790 | | Roger Jeffs, Ph.D. | $78,773 | $324,961(3)(5) | $403,734 | | Susan Mahony, Ph.D., M.B.A. | $73,349 | $324,961(3)(6) | $398,309 | | Mark Saad | $83,632 | $324,961(3)(7) | $408,592 |

  24. Director Compensation

    (1) All members of the board of directors, other than Dr. Coleman, have elected to receive options to purchase our common stock in lieu of the fees earned in cash in 2024. The options have an exercise price equal to the fair market value on the date of the grant. These grants were made in February 2025. (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the option awards granted computed in accordance with Financial Accounting Standards Board Accounting Codification Topic 718 for stock-based compensation transactions (ASC 718). Assumptions used in the calculation of these amounts are included in Note 2 to our financial statements included on our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the director upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (3) In June 2024, Dr. Coleman, Dr. Jeffs, Dr. Mahony, and Mr. Saad received a grant of 5,799 options each for service as a board member, which options vest in full on the one-year anniversary of the date of grant. (4) The aggregate number of option awards held by Dr. Coleman as of December 31, 2024 is 189,683. (5) The aggregate number of option awards held by Dr. Jeffs as of December 31, 2024 is 41,271. (6) The aggregate number of option awards held by Dr. Mahony as of December 31, 2024 is 13,365. The aggregate number of option awards held by Mr. Saad as of December 31, 2024 is 205,584.

  25. 2024 Say-on-Pay Vote

    2024 Say-on-Pay Vote We conduct an advisory vote on executive compensation, or say-on-pay vote, on an annual basis. At our 2024 annual meeting of stockholders, approximately 97% of the votes cast on the say-on-pay proposal supported the proposal, which we believe indicates strong support for our executive compensation program as currently structured. We believe that it is important for our stockholders to have an opportunity to vote on this proposal annually, which is consistent with the frequency preferred by our stockholders who voted on the preferred frequency at our stockholder meeting in 2021. Our Compensation Committee’s decisions regarding compensation for 2024 reflected our say-on-pay vote result in 2023, which was supported by approximately 96% of the votes cast on the proposal. Our Compensation Committee has considered the results of the advisory votes in the context of our overall compensation philosophy, policies and decisions. After discussing the levels of support each year in favor of the proposals, our Compensation Committee decided to generally maintain a consistent course for 2025 compensation decisions, except that the Compensation Committee implemented new performance stock unit awards to further align management and stockholder interests. The equity awards to the named executive officers maintain the same dollar value from 2024 to 2025. However, in 2024, the equity awards included only stock options and RSUs, in 2025 the equity awards comprise of a combination of stock options, RSUs and PSUs. Consequently, the number of shares for each type of award has been adjusted accordingly, taking into account the inclusion of PSUs. In addition, as a result of the Company’s increase in stock price from 2024 to 2025, the number of shares underlying such awards in 2025 is also lower as compared to 2024.

  26. Roles and Responsibilities

    | Responsible Party | Primary Role and Responsibilities Relating to Compensation Decisions | | Compensation Committee (composed solely of independent, non-employee Directors and reports to the Board)1 |  Oversees the executive compensation program, policies, and practices, taking into account business goals and strategies, legal and regulatory developments, and evolving best practices;  Approves performance goals for the NEOs;  Conducts an annual evaluation of the CEO’s performance in consultation with the full Board and determines his compensation;  Reviews and approves the compensation for the other NEOs and senior executives, taking into account the CEO’s recommendations and making changes when deemed appropriate;  Approves all changes to the composition of the peer group; and  Reviews and makes recommendations to the Board with respect to Director compensation. | | Independent Consultant to the Compensation Committee (FW Cook)2 |  Provides the Compensation Committee with analysis and advice pertaining to CEO, executive, and Director compensation program design, including industry survey analysis, explanation of current and developing best practices, and regulatory changes;  Recommends a relevant group of peer companies and appropriate sources of survey data against which to compare the competitiveness and structure of CEO, executive, and Director compensation;  Analyzes peer companies’ CEO, executive, and Director compensation annually to assist the Compensation Committee in determining the appropriateness and competitiveness of compensation;  Reviews and advises on any proposed changes to CEO, executive, and Director compensation program design;  Reviews and assists with compensation disclosure materials; and  Provides specific analysis and advice periodically as requested by the Compensation Committee. | | CEO |  The CEO recommends to the Compensation Committee annual compensation for the other NEOs and senior executives based on his assessment of their performance; and  The CEO works with the Compensation Committee Chair to set agendas, prepare materials for Compensation Committee meetings, and generally attends meetings, as appropriate. No member of management is present in Compensation Committee meetings when matters related to his or her individual compensation is under discussion, when the Compensation Committee is approving or deliberating on CEO compensation, or when the Compensation Committee otherwise meets in executive session. |

  27. Peer and Industry Data

    Peer and Industry Data The Compensation Committee believes that market data, including compensation data from a peer group of comparable companies, is essential to determining compensation targets and the actual awards for executives in an effort to attract and retain highly talented senior executives. Market data are used to assess the competitiveness of our compensation packages relative to similar companies and to ensure that our compensation program is consistent with our compensation philosophy. Annually, the Compensation Committee requests that FW Cook conduct a market benchmarking study for our executive officers and key personnel, including our CEO and our other NEOs. The Compensation Committee’s objective is to provide executives with target total direct compensation that generally corresponds with the market median. For purposes of compensation setting for 2024, our Compensation Committee, with the advice of FW Cook, examined our prior peer group in light of our continued growth, the stage of development of our clinical programs, and changes in our market capitalization. Based on its discussions with FW Cook, the Compensation Committee identified the following 16 peer companies that were selected from among publicly-held U.S. pharmaceutical and biotechnology companies with comparable operations based on the following criteria: number, stage and indication of development programs, number of employees, therapeutic area, and market capitalization:

  28. Peer and Industry Data

    Companies that were removed from the prior peer group include Intercept Pharmaceuticals, Inc. and Nektar Therapeutics due to their size and business focus. Catalyst Pharmaceuticals, Inc. and Corcept Therapeutics Incorporated represent new additions to the 2024 peer group owing to their size and relevant business focus as commercial biotech companies. The Compensation Committee intends to maintain its practice of reviewing the peer group on an annual basis to ensure it continues to appropriately represent our competitive market for executive talent. Axsome ranked at the 70th percentile of current market cap and at the 35th percentile of trailing four quarters revenue of the above-reference peer group of companies as of August 2023, which is when this peer group was selected by the Compensation Committee. In instances where an executive officer is believed to be especially suited to our Company or important to our success, the Compensation Committee may establish or recommend compensation that deviates from industry averages or other specific benchmarks. Upward or downward variations in total cash compensation and long-term incentives may also occur as a result of the individual’s experience level, the nature and level of the individual’s specific job responsibilities, the balance of the individual’s different elements of compensation, market factors and other strategic considerations.

  29. Base Salary

    Base Salary We provide our NEOs with base salary to compensate them for services rendered during the year. Generally, the base salaries reflect the experience, skills, knowledge and responsibilities required of each executive officer, and reflect our executive officers’ overall performance and contributions to our business. We set NEO salaries to be competitive in the context of the tight labor market for biotech employees in New York City. During its annual review of base salaries for executives, the Compensation Committee primarily considers • an internal review of the NEO’s compensation, both individually and relative to other NEOs; and • base salaries paid by comparable companies in the biopharmaceutical industry that have a similar business and financial profile. Salary levels are considered annually as part of our Company’s performance review process. Merit-based increases to salaries are based on individual performance assessments, the recommendations made by the Chief Executive Officer to the Compensation Committee, and the comparative compensation at peer companies. Accordingly, the Compensation Committee increased the salaries of our NEOs (other than Mr. Maizel), as compared to 2023, based on merit and to be in line with the median salaries at peer companies. Mr. Maizel’s salary was increased in October 2024 to reflect his increased responsibilities and duties in connection with his promotion to Chief Commercial Officer. The base salary for each of our NEOs for our fiscal year ended December 31, 2024, is listed in the table below:

  30. Annual Cash Incentive Bonuses

    Annual Cash Incentive Bonuses We provide an opportunity for each of our NEOs to receive an annual cash incentive bonus based on the satisfaction of individual and corporate objectives established by our Board of Directors. For any given year, these objectives may include individualized goals or corporate goals that relate to operational, strategic, or financial factors such as progress in developing our product candidates, achieving certain manufacturing, intellectual property, clinical and regulatory objectives, and raising certain levels of capital. All awards to our NEOs and the Company’s Executive Vice Presidents are subject to the Clawback Policy described below. The Compensation Committee, in consultation with management, establishes corporate goals for each fiscal year for purposes of, among other things, making its recommendations regarding its annual bonus awards (and equity grants) for NEOs and all employees. We have not disclosed the specific performance metrics in relation to our corporate goals because such metrics contain confidential trade secrets and/or confidential commercial or financial information, the disclosure of which would result in competitive harm. At the time the Compensation Committee set the performance metrics for our corporate goals, the Compensation Committee believed that each performance metric was achievable at the target level, but only with significant effort. At the end of the performance period, the Compensation Committee evaluates and approves the achievement level of corporate objectives, and subsequently reviews and approves the annual cash bonuses for NEOs as part of its final compensation deliberations. The Compensation Committee, or, where appropriate, our Board of Directors may approve bonuses based on the foregoing determinations or, after considering market conditions, our financial position or other factors, may, in its sole discretion, determine not to award any bonuses or to award larger or smaller bonuses. At the beginning of 2024, the Compensation Committee adopted corporate goals for the determination of cash bonuses to be paid for the 2024 fiscal year. Under the plan adopted by our Board of Directors, cash bonuses, if any, are paid to qualified participating officers and employees based upon (i) the achievement of corporate goals and (ii) a review of personal performance. The corporate goals, and the weight assigned to each of the goals, applies to all officers and employees, including our NEOs. The corporate goals and objectives for the 2024 calendar year were based on meeting certain goals with respect to our operational performance as follows:

  31. Annual Cash Incentive Bonuses

    | Approved Performance Measure | Weight | | Advance Our Pipeline | 35% | | Drive Business Performance | 35% | | Drive Business Expansion | 15% | | Increase Awareness of Our Science, Business, and Products | 15% |

  32. Annual Cash Incentive Bonuses

    In 2024, as percentage of target bonus, the maximum realization/payout attainable by our NEOs was 200%. Based on its review of the Company’s performance and thoughtful deliberation around the efforts that drove that performance, the Compensation Committee approved payouts at 175% of target. The payout reflected the Company’s significant value-enhancing accomplishments in 2024. Areas of overachievement included “Advance Our Pipeline” (e.g., completion of AXS-05 ADA and AXS-12 research programs, initiation of solriamfetol trials, and submission of Symbravo NDA), “Drive Business Performance” (e.g., growth in Auvelity & Sunosi product sales and expansion of payor coverage), “Drive Business Expansion” (e.g., expansion of commercial and medical infrastructure), and Increase Awareness of Our Science, Business, and Products (e.g., expanded presence at major conferences and growth in analyst coverage). The Compensation Committee approved increases to each NEOs’ target annual bonus percentage for the 2024 calendar year to be in line with the median target bonus percentages at peer companies. Dr. Tabuteau’s target bonus percentage was increased from 60% to 70%, and each of the other NEO’s target bonus percentage was increased from 40% to 45%.

  33. Annual Cash Incentive Bonuses

    | Name | 2024 Target Bonus (% of Base Salary) | Realization / Payout (%) | Actual 2024 Bonus ($) | | Herriot Tabuteau, M.D. | 70% | 175% | $955,500 | | Nick Pizzie, C.P.A., M.B.A. | 45% | 175% | $398,000 | | Mark Jacobson, M.A. | 45% | 175% | $435,000 | | Hunter Murdock, Esq. | 45% | 175% | $398,000 | | Ari Maizel, M.B.A. | 45% | 175% | $372,000 |

  34. Annual Cash Incentive Bonuses

    The Compensation Committee decided to utilize the same performance measures for the 2025 annual incentive plan as follows:

  35. Annual Cash Incentive Bonuses

    | Approved Performance Measure | Weight | | Advance Our Pipeline | 35% | | Drive Business Performance | 35% | | Drive Business Expansion | 15% | | Increase Awareness of Our Science, Business, and Products | 15% |

  36. For 2025, we are maintaining the same 200% maximum bonus realization/payout attainable by our NEOs as was in place in 2024.

    For 2025, we are maintaining the same 200% maximum bonus realization/payout attainable by our NEOs as was in place in 2024.

  37. Equity Incentive Compensation

    Equity Incentive Compensation We believe that successful long-term corporate performance is more likely to be achieved with a corporate culture that encourages a long-term focus by our NEOs and other employees through the use of equity awards, the value of which depends on our stock performance. We established the 2015 Plan to provide all of our employees, including our NEOs, with incentives to help align our employees’ interests with the interests of our stockholders and to enable them to participate in the long-term appreciation of our stockholder value. Additionally, equity awards provide an important retention tool for all employees, as the awards generally vest over four years following the grant date. Typically, we grant equity awards upon an employee’s hire. In addition, equity awards may also be granted on an annual or more frequent basis depending on position, performance, and tenure at the Company. The determination of whether to grant equity, as well as the size of such grants, to our NEOs involves subjective assessments by the Compensation Committee and our Board of Directors and, with respect to NEOs other than himself, our CEO. Generally, annual equity awards are driven by our desire to retain and motivate our NEOs, and we consider individual performance and contributions during the preceding year to the extent the Compensation Committee and our Board of Directors believe such factors are relevant. As with base salary and cash bonuses, in evaluating and determining equity grants to our NEOs, the Compensation Committee and our Board of Directors also consider publicly available data prepared by FW Cook at the request of the Compensation Committee from other similar companies identified by the Compensation Committee. Generally, the Compensation Committee approves the grant of annual equity awards to our NEOs on the third trading day following the filing of our Annual Report on Form 10-K. Additionally, our option and restricted stock unit (“RSU”) awards are subject to adjustment or recovery in connection with any breach of any restrictive covenant agreement between the recipient and the Company or if the participant otherwise engages in activities that constitute “cause” either while employed by, or providing service to, the Company or within a specified period of time thereafter. All equity awards are also subject to our Insider Trading Policy (as defined below) and Clawback Policy (as defined below) and shall also be subject to any additional share trading, clawback or recoupment, or other policies that may be implemented by the Board from time to time. For 2024, the Compensation Committee approved annual equity awards to NEOs. To promote retention and provide a balanced portfolio of equity vehicles, as well as to better align with practices of companies with similar market capitalizations to our size as of the time of approval, the Compensation Committee determined to award a portion of the annual equity awards granted during 2024 in the form of RSUs as well as stock options. The NEOs’ annual equity grants for 2024 were comprised of approximately 33% RSUs and 67% stock options, based on their grant date fair values. Axsome views RSUs and stock options as performance linked and variable. The value of the RSUs is based entirely on total shareholder return, and the value of the stock options is based on stock price appreciation and provides value only if our stock price increases. Both RSUs and stock options motivate executives to build long-term shareholder value and help to retain talent. The RSUs vest in four even annual increments beginning on the first anniversary of grant. Additionally, the vested RSUs are subject to a post-vest holding period whereby the vested shares are delivered seven years after the date of grant. The stock options vest in 16 even quarterly increments over four years and have a ten-year term. These equity awards were granted on the third trading day following the filing of our Annual Report on Form 10-K, which was filed with the SEC on February 23, 2024. As such, the exercise price of $84.00 per share of the options was the closing price of our common stock on February 27, 2024.

  38. Equity Incentive Compensation

    | Name | Grant Date | Stock Options Granted | RSUs Granted | Grant Date Fair Value | | Herriot Tabuteau, M.D. | 2/27/2024 | 87,192 | 47,886 | $8,499,758 | | Nick Pizzie, C.P.A., M.B.A. | 2/27/2024 | 28,722 | 15,774 | $2,799,903 | | Mark Jacobson, M.A. | 2/27/2024 | 32,825 | 18,027 | $3,199,854 | | Hunter Murdock, Esq. | 2/27/2024 | 23,593 | 12,956 | $2,299,845 | | Ari Maizel, M.B.A. | 2/27/2024 | 23,593 | 12,956 | $2,299,845 |

  39. Equity Incentive Compensation

    In February 2025, the Compensation Committee granted equity awards that include one-third PSUs, one-third RSUs and one-third stock options. The PSUs are subject to performance-based vesting over a three year performance period subject to certain revenue metrics and clinical regulatory milestones to further tie compensation incentives to our long-term performance. Specifically, 50% of the target number of PSUs shall be subject to a three-year revenue performance goal, and 50% of the target number of PSUs shall be subject to a three-year clinical and regulatory performance goal. At the time the Compensation Committee set the performance metrics for the PSUs, the Compensation Committee believed that each performance metric was achievable at the target level, but only with significant effort.

  40. Other Aspects of Our Compensation Program

    Other Aspects of Our Compensation Program Retirement Plans, Perquisites and Other Personal Benefits Our NEOs are eligible to participate in the employee benefit plans on the same terms and conditions as they are available to our other regular employees. These benefits include medical, dental, vision, disability and life insurance, flexible spending accounts, an employee stock purchase plan, and a 401(k) plan. Under the tax-qualified employee savings and retirement plan, our 401(k) plan, all eligible U.S. employees, including our NEOs, may elect to defer a percentage of their eligible compensation, subject to the annual IRS limit. We match 50% of a participant’s contributions to the 401(k) plan of the first 8% of their eligible compensation. Other than the 401(k) plan, we do not sponsor or maintain any pension benefits, nonqualified defined contribution or other nonqualified deferred compensation plans for our NEOs. We do not provide perquisites or other personal benefits to our NEOs other than those that we provide to our employees. We do not provide any tax reimbursement payments (including “gross-ups”) on any personal benefits, except in the case of certain relocation benefits. Employment and Severance Agreements We have entered into an employment agreement with our Chief Financial Officer, Nick Pizzie. Mr. Pizzie’s employment agreement includes a severance provision that in the event we terminate his employment without “cause” within 12 months following a “change in control” of the Company, he will be eligible to receive severance payments equal to six months of his then existing base salary. Our other NEOs are not party to employment agreements with the Company.

  41. Clawback and Forfeiture

    Clawback and Forfeiture Our equity awards provide that if a plan participant breaches any restrictive covenant agreement with the Company or otherwise engages in activities that constitute “cause” (as defined in the agreements) either while employed or within two years after employment, the applicable award will terminate, and the Company may rescind any stock option exercise or vesting or settlement of shares subject to other awards, on such terms as the Committee determines, including the right to require that in the event of any such rescission, the participant return to the Company the shares received upon the exercise or settlement, or pay to the Company the amount of any gain realized or payment received as a result of any sale or other disposition of the shares, net of the price originally paid by the participant for the shares. Our equity awards are also subject to any future clawback or recoupment policies that may be implemented by the Board from time to time. Additionally, we are subject to the clawback provisions of Section 304 of the Sarbanes-Oxley Act and Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder. On November 17, 2023, we approved and adopted a policy related to the recovery of erroneously awarded incentive-based compensation received by certain executive officers of the Company on or after October 2, 2023 (the “Clawback Policy”). We enacted the Clawback Policy in order to comply with a recently enacted Nasdaq listing standard regarding the implementation of Exchange Act Rule 10D-1, which requires public companies to implement “clawback” policies providing for the recovery of incentive-based compensation in the event such company is required to prepare an accounting restatement due to the material noncompliance of such company with any financial reporting requirement under federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

  42. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation paid to our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel and Chief Commercial Officer for the fiscal years ended December 31, 2024, 2023 and 2022. We refer to these individuals as our NEOs.

  43. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(3) | Total ($) | | Herriot Tabuteau, M.D. | 2024 | 780,000 | — | 2,833,150 | 5,666,608 | 955,500 | — | 129,430 | 10,364,688 | | Chief Executive Officer, | 2023 | 750,000 | — | 2,834,520 | 5,666,648 | 562,500 | — | 82,961 | 9,896,629 | | President and Chairman of the Board | 2022 | 685,000 | — | 2,311,451 | 4,689,982 | 616,500 | — | 19,468 | 8,322,402 | | Nick Pizzie, C.P.A., M.B.A. | 2024 | 505,000 | — | 933,260 | 1,866,643 | 398,000 | — | 53,487(4) | 3,756,389 | | Chief Financial Officer | 2023 | 485,000 | — | 933,665 | 1,866,669 | 243,000 | — | 37,483(4) | 3,565,817 | | | 2022 | 451,000 | — | 858,520 | 1,741,997 | 270,600 | — | 11,341(4) | 3,333,457 | | Mark Jacobson, M.A. | 2024 | 552,000 | — | 1,066,557 | 2,133,297 | 435,000 | — | 58,959(4) | 4,245,813 | | Chief Operating Officer | 2023 | 530,000 | — | 1,067,077 | 2,133,336 | 265,000 | — | 40,837(4) | 4,036,250 | | | 2022 | 483,000 | — | 1,000,591 | 1,999,990 | 289,800 | — | 11,861(4) | 3,785,242 | | Hunter Murdock, Esq. | 2024 | 505,000 | — | 766,536 | 1,533,309 | 398,000 | — | 42,697(4) | 3,245,542 | | General Counsel | 2023 | 485,000 | — | 766,909 | 1,533,310 | 243,000 | — | 29,312(4) | 3,057,530 | | | 2022 | 450,000 | — | 577,503 | 1,171,808 | 270,000 | — | 15,388(4) | 2,484,699 | | Ari Maizel, M.B.A. | 2024 | 510,000 | — | 766,536 | 1,533,309 | 372,000 | — | 16,662(4) | 3,198,507 | | Chief Commercial Officer | 2023 | 445,000(5) | — | 1,075,817(6) | 2,149,953(6) | 250,000(5) | — | — | 3,920,771 |

  44. Summary Compensation Table

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the RSU / option awards granted computed in accordance with Financial Accounting Standard Board Accounting Codification Topic 718 for stock-based compensation transactions (ASC 718), as applicable. Assumptions used in the calculation of these amounts are included in Note 2 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. These amounts do not reflect the actual economic value that will be realized by the named executive officer upon the vesting of the stock options, the exercise of the stock options, or the sale of the common stock underlying such stock options. (2) Represents cash incentive payments made under our annual incentive plans, paid in February following completion of the applicable performance year. (3) Represents NEO’s portion of FICA tax payments paid by the Company on behalf of the NEO due to delayed settlement of corresponding RSUs. (4) Includes company contributions under the 401(k) match program described for the NEO consistent with those provided to all of our employees. (5) Mr. Maizel was hired in October 2023, and therefore, did not receive a full year salary with the Company. Represents Mr. Maizel’s new hire equity awards granted upon being hired in October 2023.

  45. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards In 2024, we granted the following non-equity incentive awards, and the following stock options and RSUs under our 2015 Plan to our NEOs:

  46. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non- Equity Incentive Plan Awards ($)* | | | Number of Shares of Stock or Units (#)(1) | Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | | | Threshold | Target | Maximum | | | | | | Herriot Tabuteau, M.D. | — | $— | $546,000 | $1,092,000 | — | — | — | — | | | 2/27/2024 | — | — | — | 47,886(4) | — | — | $2,833,150 | | | 2/27/2024 | — | — | — | — | 87,192(5) | $84.00 | $5,666,608 | | Nick Pizzie, C.P.A., M.B.A. | — | $— | $227,250 | $454,500 | — | — | — | — | | | 2/27/2024 | — | — | — | 15,774(4) | — | — | $933,260 | | | 2/27/2024 | — | — | — | — | 28,722(5) | $84.00 | $1,866,643 | | Mark Jacobson, M.A. | — | $— | $248,400 | $496,800 | — | — | — | — | | | 2/27/2024 | — | — | — | 18,027(4) | — | — | $1,066,557 | | | 2/27/2024 | — | — | — | — | 32,825(5) | $84.00 | $2,133,297 | | Hunter Murdock, Esq. | — | $— | $227,250 | $454,500 | — | — | — | — | | | 2/27/2024 | — | — | — | 12,956(4) | — | — | $766,536 | | | 2/27/2024 | — | — | — | — | 23,593(5) | $84.00 | $1,533,309 | | Ari Maizel, M.B.A. | — | $— | $229,500 | $459,000 | — | — | — | — | | | 2/27/2024 | — | — | — | 12,956(4) | — | — | $766,536 | | | 2/27/2024 | — | — | — | — | 23,593(5) | $84.00 | $1,533,309 |

  47. 2024 Grants of Plan-Based Awards

    * Actual amounts earned are included in the Summary Compensation Table set forth above. (1) Represents shares of common stock underlying RSUs. (2) Represents shares of our common stock underlying options awarded. (3) Represents the fair value of each equity award on the date of grant, as computed in accordance with FASB ASC 718. (4) The RSU awards vest in 4 equal annual installments over four years such that they will be fully vested on February 27, 2028. Vested shares will be delivered to the NEO upon the earlier of (i) the closing of a Change in Control (as defined in the 2015 Plan), (ii) the NEO’s separation of service from Axsome (including termination with or without Cause (as defined in the 2015 Plan) or termination due to death or disability), or (iii) seven (7) years from the date of grant. The option awards vest in 16 equal quarterly installments over four years such that the options will be fully vested on February 27, 2028.

  48. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 The following table sets forth information regarding each outstanding and unexercised option and RSU held by each of our NEOs as of December 31, 2024. The number of shares subject to each award and, where applicable, the exercise price per share, reflect all changes as a result of our capitalization adjustments. The vesting and exercisability schedule applicable to each outstanding award is described in the footnotes to the table below.

  49. Outstanding Equity Awards as of December 31, 2024

    | | Option Awards | | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | | Herriot Tabuteau, M.D. | 5/27/2016 | 524,000 | — | $8.02 | 5/27/2026 | | | | | 3/15/2017 | 149,000 | — | $4.95 | 3/15/2027 | | | | | 3/12/2018 | 187,628 | — | $2.85 | 3/12/2028 | | | | | 3/19/2019 | 319,212 | — | $12.95 | 3/19/2029 | | | | | 10/10/2019 | 68,837 | — | $17.61 | 10/10/2029 | | | | | 3/17/2020 | 168,776 | — | $45.14 | 3/17/2030 | | | | | 3/5/2021 | 91,083 | 6,072(1) | $65.02 | 3/5/2031 | | | | | 3/5/2021 | | | | | 12,928(3) | $1,093,838 | | | 3/4/2022 | 144,138 | 65,517(1) | $29.91 | 3/4/2032 | | | | | 3/4/2022 | | | | | 55,430(3) | $4,689,932 | | | 3/2/2023 | 48,139 | 61,893(1) | $65.32 | 3/2/2033 | | | | | 3/2/2023 | | | | | 46,800(3) | $3,959,748 | | | 2/27/2024 | 16,349 | 70,843(1) | $84.00 | 2/27/2034 | | | | | 2/27/2024 | | | | | 47,886(3) | $4,051,634 | | Nick Pizzie, C.P.A., M.B.A. | 5/16/2018 | 132,000 | — | $3.50 | 5/16/2028 | | | | | 3/19/2019 | 75,102 | — | $12.95 | 3/19/2029 | | | | | 10/10/2019 | 25,813 | — | $17.61 | 10/10/2029 | | | | | 3/17/2020 | 48,237 | — | $45.14 | 3/17/2030 | | | | | 3/5/2021 | 33,831 | 2,255(1) | $65.02 | 3/5/2031 | | | | | 3/5/2021 | | | | | 4,802(3) | $406,297 | | | 11/12/2021 | 27,065 | 9,021(2) | $39.26 | 11/12/2031 | | | | | 3/4/2022 | 53,537 | 24,335(1) | $29.91 | 3/4/2032 | | | | | 3/4/2022 | | | | | 20,588(3) | $1,741,951 | | | 3/2/2023 | 15,858 | 20,388(1) | $65.32 | 3/2/2033 | | | | | 3/2/2023 | | | | | 15,415(3) | $1,304,263 | | | 2/27/2024 | 5,386 | 23,336(1) | $84.00 | 2/27/2034 | | | | | 2/27/2024 | | | | | 15,774(3) | $1,334,638 | | Mark Jacobson, M.A. | 9/15/2015 | 40,673 | — | $6.47 | 9/15/2025 | | | | | 5/27/2016 | 25,000 | — | $8.02 | 5/27/2026 | | | | | 3/15/2017 | 25,000 | — | $4.95 | 3/15/2027 | | | | | 9/13/2017 | 15,000 | — | $4.85 | 9/13/2027 | | | | | 3/12/2018 | 45,378 | — | $2.85 | 3/12/2028 | | | | | 3/19/2019 | 119,704 | — | $12.95 | 3/19/2029 | | | | | 10/10/2019 | 25,813 | — | $17.61 | 10/10/2029 | | | | | 3/17/2020 | 48,237 | — | $45.14 | 3/17/2030 | | | | | 3/5/2021 | 39,036 | 2,602(1) | $65.02 | 3/5/2031 | | | | | 3/5/2021 | | | | | 5,540(3) | $468,739 | | | 11/12/2021 | 31,229 | 10,409(2) | $39.26 | 11/12/2031 | | | | | 3/4/2022 | 61,466 | 27,939(1) | $29.91 | 3/4/2032 | | | | | 3/4/2022 | | | | | 23,995(3) | $2,030,217 | | | 3/2/2023 | 18,123 | 23,301(1) | $65.32 | 3/2/2033 | | | | | 3/2/2023 | | | | | 17,618(3) | $1,490,659 | | | 2/27/2024 | 6,155 | 26,670(1) | $84.00 | 2/27/2034 | | | | | 2/27/2024 | | | | | 18,027(3) | $1,525,264 | | Hunter Murdock, Esq. | 12/13/2021 | 30,000 | 10,000(2) | $32.55 | 12/13/2031 | | | | | 12/13/2021 | | | | | 5,563(3) | $470,685 | | | 3/4/2022 | 36,014 | 16,369(1) | $29.91 | 3/4/2032 | | | | | 3/4/2022 | | | | | 13,849(3) | $1,171,764 | | | 3/2/2023 | 13,026 | 16,747(1) | $65.32 | 3/2/2033 | | | | | 3/2/2023 | | | | | 12,662(3) | $1,071,332 | | | 2/27/2024 | 4,424 | 19,169(1) | $84.00 | 2/27/2034 | | | | | 2/27/2024 | | | | | 12,956(3) | $1,096,207 | | Ari Maizel, M.B.A. | 9/25/2023 | 12,097 | 26,613(2) | $70.73 | 9/25/2033 | | | | | 9/25/2023 | | | | | 16,302(3) | $1,379,312 | | | 2/27/2024 | 4,424 | 19,169(1) | $84.00 | 2/27/2034 | | | | | 2/27/2024 | | | | | 12,956(3) | $1,096,207 |

  50. Outstanding Equity Awards as of December 31, 2024

    (1) The unexercisable options will vest in equal quarterly installments over four years from date of grant provided that the executive continues to provide services to us through the applicable dates. (2) The unexercisable options will vest over a four-year period as follows: 25% of the options will vest on the first anniversary of the grant date and the remaining 75% of the options will vest in equal increments thereafter during each quarter of the remaining three-year period, provided that the executive continues to provide services to us through the applicable dates. The RSU award vests in equal annual installments over four years. Vested shares will be delivered to the NEO upon the earlier of (i) the closing of a Change in Control (as defined in the 2015 Plan), (ii) the NEO’s separation of service from Axsome (including termination with or without Cause (as defined in the 2015 Plan), or termination due to death or disability), or (iii) seven (7) years from the date of grant.

  51. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table contains information for our NEOs concerning the option awards that were exercised and RSUs that were vested during the fiscal year ended December 31, 2024:

  52. 2024 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Herriot Tabuteau, M.D. | — | $— | 69,166 | $5,419,813(2) | | Nick Pizzie, C.P.A., M.B.A. | — | $— | 23,926 | $1,875,295(2) | | Mark Jacobson, M.A. | 86,094 | $6,707,456(1) | 27,102 | $2,125,588(2) | | Hunter Murdock, Esq. | — | $— | 16,709 | $1,390,668(2) | | Ari Maizel, M.B.A. | — | $— | 5,435 | $488,715(2) |

  53. 2024 Option Exercises and Stock Vested

    (1) The value realized on exercise is based on the difference between the closing price of our common stock on The Nasdaq Global Select Market on the date of exercise and the exercise price of the option, and does not represent proceeds from any sale of any common stock acquired upon exercise. (2) These shares are subject to a post-vesting holding period, and therefore, the actual realized value may be higher or lower.

  54. Potential Payments Upon Termination/Change of Control and Employment Agreements

    Potential Payments Upon Termination/Change of Control and Employment Agreements The following table sets forth information regarding payments that would have been made to our NEOs if they suffered an involuntary termination without cause, including a termination in connection with a change of control, and such termination payments were triggered on December 31, 2024. The calculations use the closing price per share of our common stock on Nasdaq on December 31, 2024, which was $84.61. As described above, only Mr. Pizzie has entered into an employment agreement with the Company which provides for severance payments.

  55. Potential Payments Upon Termination/Change of Control and Employment Agreements

    | | Termination Without Cause in Connection with Change in Control | | Termination Without Cause | | | | Salary and Bonus | Equity Acceleration | Salary and Bonus | Equity Acceleration | | Name | ($) | ($) | ($) | ($) | | Herriot Tabuteau, M.D. | $—(1) | $18,735,013(2) | $—(1) | $—(2) | | Nick Pizzie, C.P.A., M.B.A. | $252,500(3) | $6,979,071(2) | $—(3) | $—(2) | | Mark Jacobson, M.A. | $—(1) | $8,031,909(2) | $—(1) | $—(2) | | Hunter Murdock, Esq. | $—(1) | $5,560,715(2) | $—(1) | $—(2) | | Ari Maizel, M.B.A. | $—(1) | $2,856,601(2) | $—(1) | $—(2) |

  56. Potential Payments Upon Termination/Change of Control and Employment Agreements

    * Pursuant to the 2015 Plan, any acceleration of the equity awards granted to non-exempt employees upon the employee’s death, disability or retirement would be at the discretion of the Compensation Committee. (1) Dr. Tabuteau, Mr. Jacobson, Mr. Murdock, and Mr. Maizel will not receive any severance payments upon an involuntary termination without cause, including a termination in connection with a change of control. (2) The 2015 Plan includes a double-trigger provision, whereby the unvested portion of each NEO’s outstanding equity awards shall become immediately vested and exercisable upon such NEO’s termination without cause in connection with a Change in Control (as defined in the 2015 Plan). The 2015 Plan does not otherwise provide for acceleration of equity in connection with a termination for any other reason or a termination without cause not in connection with a Change in Control. (3) Mr. Pizzie’s employment agreement includes a double-trigger provision, whereby Mr. Pizzie will receive a severance payment equal to six months of his then-base salary for termination without cause in connection with a Change in Control. His employment agreement does not provide for severance payments in connection with a termination without cause not in connection with a change in control.

  57. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio We are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. Based on the information for fiscal year 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 21:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions summarized below. We utilized annual base pay as our consistently applied compensation measure and December 31, 2024 as our determination date in order to identify the median employee (by assessing our entire employee population as of such date, other than Dr. Tabuteau). We did not annualize compensation for any employees who were employed for less than the full fiscal year. Once the median employee was identified, we calculated the median employee’s total annual compensation using the same methodology as our CEO in the Summary Compensation Table. Once we calculated the median employee’s total annual compensation, we compared it to Dr. Tabuteau’s total compensation in accordance with the requirements of the Summary Compensation Table. The total annual compensation of the median employee for 2024 was $487,562. The total annual compensation for our CEO for 2024 was $10,364,688. Therefore, the ratio of CEO total annual compensation to the median employee total annual compensation for 2024 was approximately 21 to 1. SEC rules for identifying the median employee and calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported above may not be comparable to the pay ratio reported by other companies, as other companies may have utilized different methodologies and have different employment and compensation practices. The pay ratio above is a reasonable estimate calculated in a manner consistent with SEC rules. This information is being provided for compliance purposes only. Neither the Compensation Committee nor management of Axsome uses the pay ratio measure in making compensation decisions.

  58. Pay Versus Performance

    Pay Versus Performance The following table sets forth compensation information for our Chief Executive Officer, referred to below as our PEO, and our other NEOs for purposes of comparing their compensation to the value of our shareholders’ investments and our results of operations, calculated in accordance with SEC regulations, for fiscal years 2024, 2023, 2022, 2021 and 2020.

  59. Pay Versus Performance

    | | (1) | (1) (2) | (1) | (1)(2) | (3) | (4) | | (5) | | | | | | | Value of initial fixed $100 investment based on: | | | | | Year | Summary Compensation table total for PEO | Compensation actually paid to PEO | Average summary Compensation table total for non-PEO NEOs | Average Compensation actually paid to non-PEO NEOs | Total share- holder return | NASDAQ Biotechnology Index Total share- holder return | Net Loss (in thousands) | Company- selected measure | | 2024 | $10,364,688 | $10,059,065 | $3,611,563 | $3,557,974 | $81.86 | $118.20 | $(287,216) | $— | | 2023 | $9,896,629 | $9,643,777 | $3,553,199 | $3,429,516 | $77.00 | $118.87 | $(239,238) | $— | | 2022 | $8,322,402 | $28,012,845 | $3,201,133 | $10,647,212 | $74.62 | $113.65 | $(187,134) | $— | | 2021 | $8,054,631 | $(11,115,528) | $4,511,767 | $(2,163,524) | $36.55 | $126.45 | $(130,403) | $— | | 2020 | $7,304,689 | $1,832,118 | $2,395,052 | $850,394 | $78.82 | $126.42 | $(102,901) | $— |

  60. Pay Versus Performance

    (1) For each fiscal year, represents amount reported for our PEOs and average amount reported for our NEOs, in each case in the Total column of the Summary of Compensation Table. Our PEOs and NEOs for each of these fiscal years are shown below:

  61. Pay Versus Performance

    | Year | CEO | Non-CEO NEOs | | 2024 | Herriot Tabuteau, M.D. | Nick Pizzie, C.P.A., M.B.A., Mark Jacobson, M.A., Hunter Murdock, Esq., Ari Maizel, M.B.A. | | 2023 | Herriot Tabuteau, M.D. | Nick Pizzie, C.P.A., M.B.A., Mark Jacobson, M.A., Hunter Murdock, Esq. | | 2022 | Herriot Tabuteau, M.D. | Nick Pizzie, C.P.A., M.B.A., Mark Jacobson, M.A., Hunter Murdock, Esq. | | 2021 | Herriot Tabuteau, M.D. | Nick Pizzie, C.P.A., M.B.A., Mark Jacobson, M.A. | | 2020 | Herriot Tabuteau, M.D. | Nick Pizzie, C.P.A., M.B.A., Mark Jacobson, M.A., David Marek |

  62. Pay Versus Performance

    (2) Amounts represent Compensation Actually Paid to our PEO and the average Compensation Actually Paid to our non-CEO NEOs for the relevant fiscal year. Compensation Actually Paid represents the amount reported in the Total column of the Summary Compensation Table for the applicable fiscal year, adjusted as shown below. Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined as follows: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year; and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. Equity values are calculated in accordance with ASC 718. (3) Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year, of an investment of $100 in the Company’s common stock on December 31, 2019. (4) Represents NASDAQ Biotechnology Index total shareholder return. For much of the Company’s history, Axsome was a research and development company without revenue, and therefore, we did not have any specific financial performance measures linked to executive compensation. However, our Compensation Committee approved robust operational, commercial, clinical, strategic, and other performance goals discussed further below. In the future, this may change, and the Compensation Committee may adopt certain financial measures as one or more corporate goals and objectives. The following two tables represent the adjustments made during each year in the Pay versus Performance (“PvP”) table to determine the “compensation actually paid” to our Principal Executive Officer during each year.

  63. Pay Versus Performance

    | | | (a) | (b) | | | Year | Reported Summary Compensation Table Total for Dr. Tabuteau | Reported Value of Equity Awards for Dr. Tabuteau | Aggregate Equity Award Adjustments for Dr. Tabuteau | Compensation Actually Paid to Dr. Tabuteau | | 2024 | $10,364,688 | $(8,499,758) | $8,194,135 | $10,059,065 | | 2023 | $9,896,629 | $(8,501,168) | $8,248,316 | $9,643,777 | | 2022 | $8,322,402 | $(7,001,434) | $26,691,877 | $28,012,845 | | 2021 | $8,054,631 | $(6,999,606) | $(12,170,553) | $(11,115,528) | | 2020 | $7,304,689 | $(6,281,189) | $808,618 | $1,832,118 |

  64. Pay Versus Performance

    (a) Represents the reported value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant besides the difference in grant price and ending applicable year share price. The amounts deducted or added in calculating the equity award adjustments are as follows:

  65. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Dr. Tabuteau | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Dr. Tabuteau | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Dr. Tabuteau | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Dr. Tabuteau | Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for Dr. Tabuteau | Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for Dr. Tabuteau | Aggregate Equity Awards Adjustment | | 2024 | $7,044,559 | $282,885 | $979,122 | $(112,431) | $— | $— | $8,194,135 | | 2023 | $9,047,580 | $(45,740) | $1,145,283 | $(1,898,807) | $— | $— | $8,248,316 | | 2022 | $17,258,108 | $6,410,202 | $1,795,203 | $1,228,364 | $— | $— | $26,691,877 | | 2021 | $3,465,249 | $(10,256,116) | $499,935 | $(5,879,621) | $— | $— | $(12,170,553) | | 2020 | $11,837,825 | $(6,095,467) | $1,950,492 | $(6,884,232) | $— | $— | $808,618 |

  66. Pay Versus Performance

    The following two tables represent the adjustments made during each year in the PvP table to determine the “compensation actually paid” to our non-CEO NEOs during each year.

  67. Pay Versus Performance

    | | | (a) | (b) | | | Year | Reported Summary Compensation Table Total for non-PEO NEOs | Reported Value of Equity Awards for non-PEO NEOs | Aggregate Equity Award Adjustments for non-PEO NEOs | Compensation Actually Paid to non-PEO NEOs | | 2024 | 3,611,563 | (2,649,862) | 2,596,273 | 3,557,974 | | 2023 | 3,553,199 | (2,766,988) | 2,643,305 | 3,429,516 | | 2022 | 3,201,133 | (2,450,136) | 9,896,215 | 10,647,212 | | 2021 | 4,511,767 | (3,957,422) | (2,717,869) | (2,163,524) | | 2020 | 2,395,052 | (1,705,261) | 160,602 | 850,394 |

  68. Pay Versus Performance

    (a) Represents the reported value of equity awards as reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant besides the difference in grant price and ending applicable year share price. The amounts deducted or added in calculating the equity award adjustments are as follows:

  69. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Fair Value at Last Day of Prior Year of Equity Awards Failed to Meet Vesting Conditions During Year for Non-PEO NEOs | Dollar Value of any Dividends or Other Earnings Paid on Stock or Option Awards During Year Prior to the Vesting Date that are not otherwise included in the Total Compensation During Year for Non-PEO NEOs | Aggregate Equity Awards Adjustment | | 2024 | $2,196,169 | $89,304 | $305,264 | $5,536 | $— | $— | $2,596,273 | | 2023 | $2,944,798 | $(43,134) | $372,802 | $(631,161) | $— | $— | $2,643,305 | | 2022 | $6,039,799 | $2,701,764 | $626,942 | $527,710 | $— | $— | $9,896,215 | | 2021 | $2,495,052 | $(3,349,097) | $199,967 | $(2,063,791) | $— | $— | $(2,717,869) | | 2020 | $3,382,929 | $(2,193,686) | $557,468 | $(1,586,109) | $— | $— | $160,602 |

  70. Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”)

    Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) Below are graphs showing the relationship of “compensation actually paid” to our CEOs and other non-CEO NEOs in 2024, 2023, 2022, 2021 and 2020 to (1) Company total shareholder return (“TSR”) of both Axsome and the NASDAQ Biotechnology Index and (2) Axsome’s net loss. At this time, we do not use any specific financial measures for purposes of determining “compensation actually paid.” As a result, we are not able to, as stipulated by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, provide three financial performance measures that in our assessment represent the most important performance measures we use to link “compensation actually paid” to our named executive officers to company performance for 2024. For a discussion of how our Compensation Committee assessed our performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement.