DEF 14A of Alto Neuroscience, Inc.
Filed Apr 1, 2025 · FY20240001193125-25-070446
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 seven members. There are two directors in Class I whose term of office expires at this Annual Meeting and who are not standing for re-election, and following the Annual Meeting, the Board will have five members. The Board has nominated, based on the recommendation of the Nominating and Corporate Governance Committee (the “Governance Committee”), one Class I director to stand for election at the Annual Meeting: Husseini Manji, M.D. Dr. Manji is currently a director of the Company and was previously elected by stockholders. If elected at the Annual Meeting, Dr. Manji would serve until the 2028 annual meeting and until his successor has been duly elected and qualified or, if sooner, until his 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 one nominee 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 one nominee named below. We have no reason to believe that our director nominee will be unavailable for election at the Annual Meeting. In the event that our director nominee 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. 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 nominee for director, to attend our annual meetings. Information relating to the director nominee 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.
Continuing Directors
Continuing Directors Continuing directors, their respective ages as of April 1, 2025, 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 | 48 | President, Chief Executive Officer, and Chair of the Board | 2027 | | Christopher Nixon Cox | II | 46 | Lead Independent Director | 2026 | | Andrew Dreyfus | III | 66 | Director | 2027 | | Gwill York | II | 68 | Director | 2026 |
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, an international shipping company, since March 2025 and as a member of the board of directors of Newsmax Inc., 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. 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 has served as a member of the board of directors of Ironwood Pharmaceutics, Inc., a pharmaceutical company, since April 2016, and the board of directors of Octave Health Group Inc., a privately held company, since February 2024. He 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. 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.
Non-Continuing Directors
Non-Continuing Directors The table below provides information about two current directors whose term of office expires at the Annual Meeting and who are not standing for re-election, their respective ages as of April 1, 2025, and the class in which they belong. Additional biographical descriptions of each director, including length of service, are set forth in the text below the table.
Non-Continuing Directors
| Name of Director | Class | Age | Position | | Po Yu (Jeff) Chen, Ph.D. | I | 45 | Director | | Maha Radhakrishnan, M.D. | I | 55 | Director |
Non-Continuing Directors
Po Yu (Jeff) Chen, Ph.D. has served as a member of our board of directors since April 2022. Since April 2018, Dr. Chen has served as Managing Director at Alkeon Capital Management, an investment advisory company, where he also serves as the Head of Healthcare. Dr. Chen previously served as Vice President of Biotechnology Equity Research at Cowen and Company LLC, an investment banking firm, from March 2014 to March 2018. Dr. Chen received a Ph.D. in Cellular Molecular Medicine and Neuroscience from The Johns Hopkins University School of Medicine and a B.S. in Life Science - Chemistry from Penn State University. Our board of directors believes that Dr. Chen’s experience covering biotechnology companies as an investment professional qualifies him to serve on our board of directors. Maha Radhakrishnan, M.D. has served as a member of our board of directors since March 2024. Since August 2024, Dr. Radhakrishnan has served as Executive Partner at Sofinnova Investments, a biopharmaceutical investment firm. From January 2020 to March 2024, Dr. Radhakrishnan served as Group Senior Vice President and Chief Medical Officer of Biogen, Inc., a global biotechnology company. Previously, Dr. Radhakrishnan served as Senior Vice President and Global Head of Medical, Primary Care Business Unit at Sanofi S.A., a global biopharmaceutical company focused on human health, from October 2018 to January 2020. Dr. Radhakrishnan served as the Senior Vice President, Head of Worldwide Medical at Bioverativ Inc. from November 2016 to September 2018. She has served as a member of the board of directors of Minovia Therapeutics since January 2023. Dr. Radhakrishnan received an M.D. and a Masters in the Russian language from the People’s Friendship University (Russia). Our board of directors believes Dr. Radhakrishnan’s expertise and experience overseeing strategic portfolios across different therapeutics areas through product development and commercialization and overseeing global medical strategy and operations qualify her 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, 2024.
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Option Awards ($)(2) | Total ($) | | Po Yu (Jeff) Chen, Ph.D. | 27,500 | 387,429 | 414,929 | | Christopher Nixon Cox | 18,333 | 423,655 | 441,988 | | Chris Dimitropoulos* | — | — | — | | Andrew Dreyfus | 49,500 | 369,334 | 418,834 | | Michael Liang* | — | — | — | | Husseini Manji, M.D. | 4,583 | 405,560 | 410,143 | | Maha Radhakrishnan, M.D. | 20,333 | 363,557 | 383,890 | | Aaron Weaver* | — | — | — | | Gwill York | 20,681 | 405,559 | 426,240 |
Director Compensation Table
| (1) Consists of cash compensation paid to non-employee directors during 2024 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 their 2024 annual board cash retainer, 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. |
Director Compensation Table
| (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 2024 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 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, 2024. 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. |
Director Compensation Table
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, 2024:
Director Compensation Table
| Name | Shares Underlying Outstanding Options as of December 31, 2024 | | Po Yu (Jeff) Chen, Ph.D. | 32,114 | | Christopher Nixon Cox | 35,197 | | Chris Dimitropoulos* | — | | Andrew Dreyfus | 53,055 | | Michael Liang* | — | | Husseini Manji, M.D. | 33,657 | | Maha Radhakrishnan, M.D. | 32,164 | | Aaron Weaver* | — | | Gwill York | 78,618 |
Director Compensation Table
| * Mr. Dimitropoulos, Dr. Liang, and Mr. Weaver served as members of our Board until their respective resignations in connection with the IPO. |
Director Compensation Table
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 Prior to our IPO, we did not have a formal compensation policy with respect to service on our Board. Our Board adopted a non-employee director compensation policy in January 2024 that became effective upon the execution and delivery of the underwriting agreement related to the IPO and is applicable to all of our non-employee directors. This compensation policy provides that each such non-employee director will receive the following compensation for service on our Board:
Non-Employee Director Compensation Policy
| • | 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); |
Non-Employee Director Compensation Policy
| • | 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; |
Non-Employee Director Compensation Policy
| • | 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; |
Non-Employee Director Compensation Policy
| • | 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 |
Non-Employee Director Compensation Policy
| • | an annual option grant to purchase 15,287 shares of our common stock on the date of each of our annual stockholder meetings. |
Non-Employee Director Compensation Policy
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. In connection with the IPO, we granted to each of our then-current non-employee directors 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 the IPO price of $16.00. Further, upon appointment of Dr. Radhakrishnan to the board of directors on March 8, 2024, pursuant to the non-employee director compensation policy described above, Dr. Radhakrishnan 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 $13.76. Each of the option grants described above under the non-employee director compensation policy was granted under our 2024 Equity Incentive Plan. Each initial option grant, including the grants made in connection with the IPO, will vest and become exercisable in equal monthly installments over a three-year period, subject to the director’s continuous service to us through each vesting date. Each annual option grant will vest and become exercisable subject to the director’s continuous service to us through the earlier of the first anniversary of the date of grant or the next annual stockholder meeting. The term of each option will be ten years, subject to earlier termination as provided in the 2024 Equity Incentive Plan. We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
Summary Compensation Table
Summary Compensation Table Our named executive officers for the year ended December 31, 2024, consisting of our principal executive officer and the next two most highly compensated executive officers who were serving in such capacity as of December 31, 2024, are:
Summary Compensation Table
| • | Amit Etkin, M.D., Ph.D., our President, Chief Executive Officer, and Chair of the Board; |
Summary Compensation Table
| • | Nicholas Smith, our Chief Financial Officer and Chief Business Officer; and |
Summary Compensation Table
| • | Michael Hanley, our Chief Operating Officer. |
Summary Compensation Table
The following table summarizes the total compensation of our named executive officers for their services performed in the years ended December 31, 2024 and 2023. This table should be read in conjunction with the “Narrative to Summary Compensation Table” immediately below.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(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 | 2024 2023 | 603,050 392,552 | 516,500 — | 2,553,350 1,363,722 | 368,401 294,525 | 24,547 24,098(4) | 4,065,848 2,074,897 | | Nicholas Smith Chief Financial Officer and Chief Business Officer | 2024 2023 | 466,511 383,630 | 284,997 — | 1,030,500 1,146,736 | 203,300 230,265 | 10,656 10,230 | 1,995,964 1,770,861 | | Michael Hanley Chief Operating Officer | 2024 | 283,205 | — | 1,876,263 | 201,160 | 82,000 | 2,442,628 |
Summary Compensation Table
| (1) Upon the closing of our IPO in February 2024, Dr. Etkin’s base salary increased from $406,445 to $626,000; and Mr. Smith’s base salary increased from $397,207 to $475,000. Mr. Hanley’s 2024 base salary was $470,000. The 2024 amount reported in the “Salary” column, above, represents Mr. Hanley’s annual base salary prorated for the number of months he was employed with the Company in 2024. |
Summary Compensation Table
| (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. 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, 2024. |
Summary Compensation Table
| (3) Amounts shown in the All Other Compensation column for 2024 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. | $10,350 | $8,676 | $5,521(a) | $24,547 | | Nicholas Smith | $10,350 | $306 | $— | $10,656 | | Michael Hanley | $8,225 | $275 | $73,500(b) | $82,000 |
Summary Compensation Table
| (a) Amount shown represents disability insurance premiums paid for the benefit of Dr. Etkin. |
Summary Compensation Table
| (b) Amounts shown represent consulting fees paid to Mr. Hanley for consulting services provided to the Company prior to commencement of employment. |
Summary Compensation Table
| (4) The amount shown reflects a correction to the previously reported amount to account for disability insurance premiums paid for the benefit of Dr. Etkin in fiscal year 2023. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information regarding equity awards granted to our named executive officers that remain outstanding as of December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| | | Option Awards(1) | | | | Stock Awards | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(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 of the Board | 9/27/2021 4/14/2023 12/20/2023 3/1/2024 | 157,367 16,588 123,644 — | — 18,032 123,646 223,000(4) (5) (6) | 2.32 6.23 5.30 14.88 | 9/26/2031 4/13/2033 12/19/2033 2/28/2034 | — — — 34,711(7) | — — — 146,828 | | Nicholas Smith Chief Financial Officer and Chief Business Officer | 9/9/2021 9/27/2021 9/22/2022 4/14/2023 12/20/2023 3/1/2024 | 91,329 22,481 25,291 16,212 101,165 — | 21,076 — 19,671 17,621 101,164 90,000(8) (9) (4) (5) (6) | 2.32 2.32 6.23 6.23 5.30 14.88(10) | 9/8/2031 9/26/2031 9/21/2032 4/13/2033 12/19/2033 2/28/2034 | — — — — — 19,153(7) | — — — — — 81,017 | | Michael Hanley Chief Operating Officer | 3/1/2024 5/20/2024 | 8,000 — | — 188,000(11) | 14.88 12.40 | 2/28/2034 5/19/2034 | — — | — — |
Outstanding Equity Awards at Fiscal Year End
| (1) 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. |
Outstanding Equity Awards at Fiscal Year End
| (2) 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. |
Outstanding Equity Awards at Fiscal Year End
| (3) Amounts are calculated by multiplying the number of shares shown in the table by $4.23, the closing market price of our common stock on the NYSE as of December 31, 2024. |
Outstanding Equity Awards at Fiscal Year End
| (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. |
Outstanding Equity Awards at Fiscal Year End
| (5) 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 |
Outstanding Equity Awards at Fiscal Year End
| 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. |
Outstanding Equity Awards at Fiscal Year End
| (6) 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. |
Outstanding Equity Awards at Fiscal Year End
| (7) 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. |
Outstanding Equity Awards at Fiscal Year End
| (8) 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 September 8, 2021 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. |
Outstanding Equity Awards at Fiscal Year End
| (9) 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. |
Outstanding Equity Awards at Fiscal Year End
| (10) 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). |
Outstanding Equity Awards at Fiscal Year End
| (11) 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.