DEF 14A of Alto Neuroscience, Inc.
Filed Mar 26, 2026 · FY20250001104659-26-035180
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our Board is divided into three classes, with one class of our directors standing for election each year. The members of each class are elected to serve a three-year term with the term of office of each class ending in successive years. The Board presently has six members. The Board has nominated, based on the recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”), two Class II directors to stand for election at the Annual Meeting: Dr. Raymond Sanchez and Gwill York. Both nominees are currently directors of the Company. Dr. Raymond Sanchez was appointed by the Board in August 2025 after being identified and evaluated by members of the Board and management team, and Ms. York was previously elected by our stockholders. If elected at the Annual Meeting, each nominees would serve until the 2029 annual meeting and until the director’s successor has been duly elected and qualified or, if sooner, until the director’s death, resignation or removal. Directors are elected by a plurality of the votes of the holders of shares present at the Annual Meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. We have no reason to believe that our director nominees will be unavailable for election at the Annual Meeting. In the event that either of our director nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors to be elected at the Annual Meeting. On March 16, 2026, our Board approved an expansion of the size of the Board of Directors from six to seven directors, in accordance with a Securities Purchase Agreement that we entered into with certain institutional investors, dated March 16, 2026, pursuant to which we issued and sold shares of our common stock and pre-funded warrants to purchase shares of our common stock with an aggregate purchase price of approximately $120 million. All vacancies on the board of directors are filled exclusively by the affirmative vote of a majority of the remaining directors, even if less than a quorum is present, and not by the stockholders. Your proxy cannot be voted for a greater number of persons than the number of director nominees named in this proxy statement. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified or such director’s earlier death, resignation or removal. Our corporate governance guidelines encourage our Board, including the nominees for director, to attend our annual meetings. Information relating to the director nominees and each continuing director, including his or her period of service as a director of the Company, principal occupation and other biographical material is shown below.
Class II Nominees to the Board of Directors for a Three-Year Term Expiring at the 2029 Annual Meeting
Raymond Sanchez, M.D has served as a member of our board of directors since August 2025. Dr. Sanchez has served as a Senior Advisor at Bain Capital Life Sciences, a global investment firm, since September 2024. He has also served as a director of Rapport Therapeutics, Inc. (Nasdaq: RAPP), a clinical-stage biotechnology company, since November 2024, and serves on the board of numerous privately held biotechnology companies. Dr. Sanchez previously served as Chief Medical Officer of Cerevel Therapeutics Holdings, Inc. (previously Nasdaq: CERE), from January 2019 to August 2024 when it was acquired by AbbVie Inc., and of Avanir Pharmaceuticals, Inc. from June 2018 to January 2019. From November 2007 to January 2019, Dr. Sanchez held various roles of increasing responsibility at Otsuka Pharmaceutical Development & Commercialization, Inc., a privately-held healthcare company. Dr. Sanchez was an executive co-chair of the International Society for CNS Drug Development from November 2017 to January 2022 and has also contributed to other academic and charitable organizations. Dr. Sanchez holds two degrees from Northwestern University, a Bachelor of Arts degree in psychology from the Weinberg College of Arts and Sciences and a medical degree from the Feinberg School of Medicine, and trained in psychiatry at the Yale School of Medicine. The Board believes that Dr. Sanchez’s extensive experience overseeing medical strategy in the biotechnology and pharmaceutical industries and his background in medicine qualify him to serve on our Board. Gwill York has served as a member of our board of directors since September 2021. From 1994 to 2017, Ms. York served as Founding Managing Director of Lighthouse Capital Partners, a venture financing firm she co-founded. Ms. York currently serves as a member of the board of directors of Sofina SA, a Belgian investment company listed on Euronext Brussels, as well as a member of the boards of trustees of various medical and non-profit organizations. Ms. York received an M.B.A. from Harvard Business School and a B.A. in Urban and Developing Economics from Harvard University. Our board of directors believes that Ms. York’s investment experience at Lighthouse Capital, financial expertise, and history of advising early-stage healthcare and technology companies qualify her to serve on our board of directors. The Board Of Directors Recommends A Vote In Favor Of The Named Nominees.
Continuing Directors
Continuing Directors Continuing directors, their respective ages as of March 26, 2026, and the class in which they belong are provided in the table below. Additional biographical descriptions of each director, including length of service, are set forth in the text below the table.
Continuing Directors
| Name of Director | Class | Age | Position | Term Expires | | Amit Etkin, M.D., Ph.D. | III | 49 | President, Chief Executive Officer, and Chair of the Board | 2027 | | Christopher Nixon Cox | III | 47 | Lead Independent Director | 2027 | | Andrew Dreyfus | I | 67 | Director | 2028 | | Husseini Manji, M.D. | I | 67 | Director | 2028 |
Continuing Directors
Amit Etkin, M.D., Ph.D. is our Founder and has served as our Chief Executive Officer and the Chair of our board of directors since March 2019 and as our President since November 2023. Prior to forming Alto, Dr. Etkin served as a Professor of Psychiatry and Behavioral Sciences at the Stanford University School of Medicine, where he was on staff in multiple leading roles since July 2010. As a tenured Professor, Dr. Etkin became an international leader in the neuroscience of psychiatric disorders and their treatments. Dr. Etkin completed his psychiatry training at Stanford University and received an M.D. and a Ph.D. in Neurobiology from Columbia University, an M.Phil. in Neurobiology from Columbia University, and a B.S. in Biology from the Massachusetts Institute of Technology. Our board of directors believes that Dr. Etkin’s experience as our Founder, President, and Chief Executive Officer, as well as his expertise in the field of neuroscience, qualify him to serve on our board of directors. Christopher Nixon Cox has served as a member of our board of directors since April 2022. Since December 2021, Mr. Cox has served as Chief Executive Officer of Lightswitch Capital, a private equity firm. In addition, Mr. Cox has served as Chief Executive Officer of Argali Carbon Corporation, a carbon offset developer, since January 2023 and of BioSource Feeds Corporation since November 2023. From December 2018 until March 2020, Mr. Cox served as Vice Chairman of Brightsphere, Inc, a publicly traded asset manager. Mr. Cox has also served as the Managing Partner and co-founder of OC Global Partners LLC, a financial services company, since October 2006. Previously, Mr. Cox served as a corporate associate at the law firm of Weil, Gotshal & Manges LLP from 2004 to 2006. Mr. Cox has served as chairman and a member of the board of directors of High-Trend International Group (Nasdaq: HTCO), an international shipping company, since March 2025 and as a member of the board of directors of Newsmax Inc. (NYSE: NMAX), a multimedia company, since December 2020. Mr. Cox received a J.D. from the New York University School of Law, a certificate in Finance from New York University Stern School and a B.A. in Politics from Princeton University. Our board of directors believes that Mr. Cox’s financial expertise and investment experience qualify him to serve on our board of directors. Andrew Dreyfus has served as a member of our board of directors since October 2023. Since October 2025, Mr. Dreyfus has served as President and Chief Executive Officer of the National Institute for Health Care Management (NIHCM) Foundation. From August 2005 to December 2022, Mr. Dreyfus served in roles of increasing responsibility at Blue Cross Blue Shield of Massachusetts, a health insurance company, most recently serving as President and Chief Executive Officer from September 2010 to December 2022. Mr. Dreyfus served as a member of the board of directors of Ironwood Pharmaceutics, Inc. (Nasdaq: IRWD), a pharmaceutical company, from April 2016 to November 2025. He currently serves on numerous boards and advisory boards for non-profit organizations. Mr. Dreyfus received a B.A. in English from Connecticut College. Our board of directors believes that Mr. Dreyfus’ extensive leadership experience in the healthcare industry and his service as a public company director qualify him to serve on our board of directors. Husseini Manji, M.D. has served as a member of our board of directors since February 2024. Since May 2023, Dr. Manji has served as Co-Chair of the U.K. Government Mental Health Mission. Dr. Manji has served as a professor at the University of Oxford since June 2021 and has served as a visiting professor at Duke University School of Medicine since July 2006. Dr. Manji previously served as Global Head, Science for Minds at Johnson & Johnson, a pharmaceutical company, from July 2020 to July 2022. Dr. Manji served as Global Therapeutic Head, Neuroscience at the Janssen Pharmaceutical Companies of Johnson & Johnson, a pharmaceutical company, from June 2008 to July 2020. Dr. Manji received an M.D. from the University of British Columbia and a B.S. in Biochemistry from the University of British Columbia. Dr. Manji received the designation of Fellow of the Royal College of Physicians of Canada from the Royal College of Physicians and Surgeons of Canada. Our board of directors believes Dr. Manji’s expertise and experience in the field of neuroscience qualify him to serve on our board of directors.
Non-Employee Director Compensation
Non-Employee Director Compensation
Director Compensation Table
Director Compensation Table The following table sets forth information regarding the compensation of our non-employee directors earned for service on our Board during the year ended December 31, 2025.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Po Yu (Jeff) Chen, Ph.D.* | 19,747 | — | 19,747 | | Christopher Nixon Cox | 4,390 | 106,153 | 110,543 | | Andrew Dreyfus | 54,000 | 26,263 | 80,263 | | Husseini Manji, M.D. | 1,929 | 71,200 | 73,129 | | Maha Radhakrishnan, M.D.* | 17,906 | — | 17,906 | | Raymond Sanchez, M.D. | 8,682 | 76,222 | 84,904 | | Gwill York | — | 88,178 | 88,178 |
Director Compensation Table
Dr. Chen and Dr. Radhakrishnan served as members of our Board until their terms of office expired at our May 13, 2025 Annual Meeting of Stockholders. Consists of cash compensation paid to non-employee directors during 2025 including annual cash retainers, committee chair retainers, and committee member retainers. Certain directors elected to receive stock options in lieu of all or a portion of such 2025 cash retainers, which had a grant date fair value, calculated based on the Black-Scholes option valuation methodology, equal to the compensation that they would have otherwise received in cash. (2) The amounts shown in the Option Awards column represent the grant date fair value of stock options granted to the non-employee director during 2025 under the 2024 Equity Incentive Plan. Amounts reported in this column have been determined in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718. The assumptions made in the valuation reflected in this column are set forth in Note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts do not reflect dollar amounts actually received by the non-employee director or the economic value that may be received by the non-employee director upon stock option exercise or any sale of the underlying shares of common stock. Options held by non-employee members of the Board were not eligible for the Repricing described below under “Executive Compensation—Narrative to the Summary Compensation Table—Option Repricing.” The following table provides information regarding the number of shares of common stock underlying options held by our non-employee directors that were outstanding as of December 31, 2025:
Director Compensation Table
| Name | Shares Underlying Outstanding Options as of December 31, 2025 | | Po Yu (Jeff) Chen, Ph.D.* | — | | Christopher Nixon Cox | 75,720 | | Andrew Dreyfus | 68,342 | | Husseini Manji, M.D. | 63,139 | | Maha Radhakrishnan, M.D.* | — | | Raymond Sanchez, M.D. | 34,502 | | Gwill York | 113,463 |
Director Compensation Table
* Dr. Chen and Dr. Radhakrishnan served as members of our Board until their terms of office expired at our May 13, 2025 Annual Meeting of Stockholders. Dr. Etkin, our Chief Executive Officer, who is also the Chair of the Board of Directors, did not receive any additional compensation for service as a director. Dr. Etkin’s compensation as a named executive officer is set forth below under “Executive Compensation—Summary Compensation Table.”
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy For the year ended December 31, 2025, our non-employee director compensation policy provided that each non-employee director would receive the following compensation for service on our Board: • an annual cash retainer of $40,000 (plus an additional $30,000 for the non-executive chair of our Board, if any, and an additional $20,000 for the lead independent director); • an additional annual cash retainer of $8,000, $6,000, and $5,000 for service as a member of the Audit Committee, the Compensation Committee, and the Governance Committee, respectively; • an additional annual cash retainer of $16,000, $12,000, and $10,000 for service as chair of the Audit Committee, the Compensation Committee, and the Governance Committee, respectively; • an initial option grant to purchase 30,574 shares of our common stock on the date of each such non-employee director’s appointment to our Board; and an annual option grant to purchase 15,287 shares of our common stock on the date of each of our annual stockholder meetings. Under the non-employee director compensation policy, directors may elect to receive some or all of their eligible cash compensation in the form of stock options. Upon appointment of Dr. Sanchez to the board of directors on August 12, 2025, pursuant to the non-employee director compensation policy described above, Dr. Sanchez received an option to purchase 30,574 shares of our common stock under our 2024 Equity Incentive Plan at an exercise price per share equal to $3.18. Each of the option grants described above under the non-employee director compensation policy was granted under our 2024 Equity Incentive Plan. Each initial option grant will vest and become exercisable in equal monthly installments over a three-year period, subject to the director’s continuous service to us through each vesting date. Each annual option grant will vest and become exercisable subject to the director’s continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting. The term of each option will be ten years, subject to earlier termination as provided in the 2024 Equity Incentive Plan. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings. Our non-employee director compensation policy was subsequently amended by our Board on November 11, 2025 to modify the equity grants made to non-employee directors under the Plan. Beginning January 1, 2026, our non-employee director compensation policy provides that each non-employee director will receive the following: • an initial option grant to purchase the lesser of: (i) 48,200 shares of our common stock or (ii) the largest whole number shares of our common stock that results in such option having an aggregate Black-Scholes value not exceeding $400,000 on the date of each such non-employee director’s appointment to our Board; and • an annual option grant to purchase the lesser of: (1) 24,100 shares of our common stock or (2) the largest whole number shares of our common stock that results in such option having an aggregate Black-Scholes value not exceeding $200,000 shares of our common stock on the date of each of our annual stockholder meetings.
Summary Compensation Table
Summary Compensation Table Our named executive officers for the year ended December 31, 2025, consisting of our principal executive officer and the next two most highly compensated executive officers who were serving in such capacity as of December 31, 2025, are: • Amit Etkin, M.D., Ph.D., our President, Chief Executive Officer, and Chair of the Board; • Nicholas Smith, our Chief Financial Officer and Chief Business Officer; and • Michael Hanley, our Chief Operating Officer. The following table summarizes the total compensation of our named executive officers for their services performed in the years ended December 31, 2025 and 2024. This table should be read in conjunction with the “Narrative to the Summary Compensation Table” immediately below.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | | Amit Etkin, M.D., Ph.D. President, Chief Executive Officer, and Chair of the Board | 2025 | 650,671 | 220,000 | — | 934,186 | 358,072 | 25,558 | 2,188,487 | | | 2024 | 603,050 | — | 516,500 | 2,553,350 | 368,401 | 24,547 | 4,065,848 | | Nicholas Smith Chief Financial Officer and Chief Business Officer | 2025 | 493,720 | 220,000 | — | 594,723 | 222,300 | 10,842 | 1,541,585 | | | 2024 | 466,511 | — | 284,997 | 1,030,500 | 203,300 | 10,656 | 1,995,964 | | Michael Hanley Chief Operating Officer | 2025 | 488,800 | — | — | 517,598 | 195,520 | 11,010 | 1,212,928 | | | 2024 | 283,205 | — | — | 1,876,263 | 201,160 | 82,000 | 2,442,628 |
Summary Compensation Table
(1) The amounts shown represent discretionary bonuses awarded to each of Dr. Etkin and Mr. Smith for 2025 in recognition of their respective efforts with regard to both our acquisition of assets from Chase Therapeutics Corporation and the $50 million private placement financing transaction completed in October 2025. (2) The amounts shown in the Stock Awards and Option Awards columns represent the grant date fair value of stock options and restricted stock units determined in accordance with Financial Accounting Standards Board Accounting Standards Codification, Topic 718. In addition, effective July 3, 2025, the Board approved a one-time repricing of certain stock options with exercise prices to have a per share exercise price of $2.35, subject to certain retention requirements, as described under “—Narrative to the Summary Compensation Table—Option Repricing,” below. With regard to the Option Awards, the amounts shown also include the incremental fair values of the option awards resulting from the Repricing. These amounts do not reflect dollar amounts actually received by the named executive officer or the economic value that may be received by the named executive officer upon stock option exercise or any sale of the underlying shares of common stock. The assumptions made in the valuation reflected in these columns are set forth in Note 11 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (3) Amounts shown in the All Other Compensation column for 2025 are comprised of the following:
Summary Compensation Table
| | Company matching contributions under 401(k) plan | Term Life Insurance Premiums | Other | Total | | Amit Etkin, M.D., Ph.D. | $10,500 | $8,684 | $6,374(a) | $25,558 | | Nicholas Smith | $10,500 | $342 | $— | $10,842 | | Michael Hanley | $10,500 | $510 | $— | $11,010 |
Summary Compensation Table
(a) Amount shown represents disability insurance premiums paid for the benefit of Dr. Etkin.
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information regarding equity awards granted to our named executive officers that remain outstanding as of December 31, 2025.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares of Units of Stock That Have Not Vested ($)(3) | | Amit Etkin, M.D., Ph.D. President, Chief Executive Officer, and Chair | | | | | | | | | | 9/27/2021 | 157,367 | — | 2.32 | 9/26/2031 | — | — | | | 4/14/2023 | 25,243 | 9,377(4) | 6.23(5) | 4/13/2033 | — | — | | | 12/20/2023 | 164,859 | 82,431(6) | 5.30(5) | 12/19/2033 | — | — | | | 3/1/2024 | 97,563 | 125,437(7) | 14.88(5) | 2/28/2034 | 17,355(8) | 308,919 | | | 2/5/2025 | 0 | 215,000(9) | 4.20(5) | 2/4/2035 | — | — | | Nicholas Smith Chief Financial Officer and Chief Business Officer | | | | | | | | | | 9/9/2021 | 112,405 | — | 2.32 | 9/8/2031 | — | — | | | 9/27/2021 | 22,481 | — | 2.32 | 9/26/2031 | — | — | | | 9/22/2022 | 36,531 | 8,431(10) | 6.23(11)(5) | 9/21/2032 | — | — | | | 4/14/2023 | 24,670 | 9,163(4) | 6.23(5) | 4/13/2033 | — | — | | | 12/20/2023 | 134,886 | 67,443(6) | 5.30(5) | 12/19/2033 | — | — | | | 3/1/2024 | 39,375 | 50,625(7) | 14.88(5) | 2/28/2034 | 9,576(8) | 170,453 | | | 2/5/2025 | 0 | 135,000(9) | 4.20 | 2/4/2035 | — | — | | Michael Hanley Chief Operating Officer | | | | | | | | | | 3/1/2024 | 8,000 | — | 14.88(5) | 2/28/2034 | — | — | | | 5/20/2024 | 74,417 | 113,583(12) | 12.40(5) | 5/19/2034 | — | — | | | 2/5/2025 | 0 | 125,000(9) | 4.20 | 2/4/2035 | — | — |
Outstanding Equity Awards at Fiscal Year End
All of the equity awards prior to our IPO were granted under the 2019 Plan and all of the equity awards following our IPO were granted under the 2024 Plan. Prior to our IPO, all option awards were granted with a per share exercise price equal to the fair market value of one share of our common stock on the date of grant, as determined by our Board. All option awards granted since our IPO in February 2024 were granted with a per share exercise price equal to the closing sales price of our common stock on the NYSE on the date of grant. (3) Amounts are calculated by multiplying the number of shares shown in the table by $17.80, the closing market price of our common stock on the NYSE as of December 31, 2025. (4) This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on the one year anniversary of the January 1, 2023 vesting commencement date, and 1/48 of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. (5) In connection with the Repricing described above under “—Narrative to the Summary Compensation Table—Option Repricing,” this stock option was repriced to reduce the exercise price per share to $2.35 (the closing price of our common stock on the New York Stock Exchange on the Repricing Effective Date). There were no changes to the number of shares underlying the stock option or to the vesting schedule of expiration date of the stock option. If the named executive officer exercises the repriced stock option before the end of the Retention Period, the named executive officer would be required to pay a premium exercise price equal to the original exercise price per share shown in the table. The Retention Period had not yet ended for the named executive officer as of December 31, 2025 and accordingly, we have reflected the original exercise price in this table. (6) This stock option vests as follows: 1/3 of the shares underlying the option vested upon completion of the IPO and 2/3 of the shares underlying the option will vest over a period of four years, with 25% of the shares underlying the time-based portion vesting on the one year anniversary of the December 20, 2023 vesting commencement date, and 1/48 of the shares underlying the time-based portion vesting on a monthly basis thereafter, subject to continued service through each vesting date. (7) This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on the one year anniversary of the March 1, 2024 vesting commencement date and 1/48 of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. (8) The shares underlying the restricted stock unit vest in two equal annual installments on September 1, 2025 and March 1, 2026, subject to the named executive officer’s continuous service as of each such vesting date. (9) This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on the one year anniversary of the February 5, 2025 vesting commencement date and 1/48 of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date. (10) This stock option vests over a period of four years, with 1/48 of the shares underlying the option vesting monthly beginning on the one-month anniversary of the September 21, 2022 vesting commencement date, subject to continued service through each vesting date. (11) This stock option was originally granted at an exercise price of $7.06 per share (the fair market value of our common stock as of the date of grant), which exercise price was amended by our board of directors in April 2023 to reflect an exercise price of $6.23 per share (the then current fair market value of our common stock). Pursuant to the Repricing, the exercise price of the repriced options has been modified to be $2.32 per share (see Footnote 5, above). (12) This stock option vests over a period of four years, with 25% of the shares underlying the option vesting on the one year anniversary of the May 20, 2024 vesting commencement date and 1/48 of the shares underlying the option vesting on a monthly basis thereafter, subject to continued service through each vesting date.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Regardless of the manner in which a named executive officer’s service terminates, each of our named executive officers is entitled to receive amounts earned during his term of service, including unpaid salary and unused vacation.