Amit Etkin
About Amit Etkin
Founder of Alto Neuroscience; President, Chief Executive Officer, and Chair of the Board since March 2019; age 48 as of April 1, 2025. Prior to Alto, he was a Professor of Psychiatry and Behavioral Sciences at Stanford University School of Medicine (on staff since July 2010). Education: B.S. Biology (MIT); M.Phil. Neurobiology (Columbia); M.D. and Ph.D. Neurobiology (Columbia); psychiatry training at Stanford. Etkin is not independent under NYSE standards and serves as both CEO and Board Chair with a designated Lead Independent Director in place. Alto is a clinical-stage, pre-revenue biotech; performance under Etkin has focused on clinical execution, financing, and platform validation, including a $50M PIPE in Oct-2025 and cash runway into 2028; Q3’25 net loss was $14.2M.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Stanford University School of Medicine | Professor of Psychiatry and Behavioral Sciences (on staff since July 2010) | 2010–prior to forming Alto | International leader in neuroscience of psychiatric disorders; foundation for biomarker-driven strategy at Alto |
External Roles
- No additional public company directorships or external roles disclosed in Company filings.
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Annual Bonus ($) | All Other Comp ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 603,050 | 55% (post-IPO target) | 368,401 | 24,547 (401k match, insurance) | Base increased post-IPO to $626,000 effective Feb-2024 |
| 2023 | 392,552 | 50% (pre-IPO target) | 294,525 | 24,098 |
- 2024 corporate goal attainment determined at 107% (basis for annual incentive payout).
Performance Compensation
Equity Awards (grants and vesting)
| Award Type | Grant Date | Shares/Options | Exercise Price | Vesting Schedule | Notable Terms |
|---|---|---|---|---|---|
| Stock Options | 9/27/2021 | 157,367 (exercisable) / 0 (unexercisable as of 12/31/24) | $2.32 | Standard 4-yr; 25% at 1-yr, then monthly | |
| Stock Options | 4/14/2023 | 16,588 (exercisable) / 18,032 (unexercisable) | $6.23 | Standard 4-yr; 25% at 1-yr, then monthly | |
| Stock Options (IPO-related mix) | 12/20/2023 | 123,644 (exercisable) / 123,646 (unexercisable) | $5.30 | 1/3 vested at IPO; 2/3 vests over 4 yrs with 25% at 1-yr then monthly | |
| Stock Options | 3/1/2024 | 0 (exercisable) / 223,000 (unexercisable) | $14.88 | 4-yr; 25% at 1-yr then monthly | |
| RSUs | 3/1/2024 | 34,711 | n/a | Vests in two equal installments on 9/1/2025 and 3/1/2026 | Year-end 2024 fair value $146,828 |
Annual Incentive Plan (AIP)
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate goals (aggregate) | n/a | 100% | 107% | $368,401 cash (2024) | Paid per Compensation Committee determination |
2025 Option Repricing (retention-focused; potential red flag)
- On July 3, 2025, the Board repriced underwater employee options (exercise price > $2.35) to $2.35 (closing price) for current employees/consultants, including Etkin’s 719,910 options (original strikes $4.20–$14.88). No change to quantity, vesting, or expirations; directors excluded. Exercising at reduced strike requires service through a Retention Period (12 months, certain CIC/qualifying termination exceptions); early exercise requires paying the original strike during the Retention Period.
Equity Ownership & Alignment
| Ownership Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Common shares beneficially owned | 1,205,465 | Mar 17, 2025 | Direct common shares |
| Options exercisable within 60 days | 379,986 | Mar 17, 2025 | Included in beneficial ownership per SEC rules |
| Total beneficial ownership | 1,585,451 (5.78% of 27,072,129 SO) | Mar 17, 2025 | |
| Options exercisable (12/31/24 snapshot) | 297,599 | Dec 31, 2024 | From outstanding awards table |
| Options unexercisable (12/31/24 snapshot) | 364,678 | Dec 31, 2024 | From outstanding awards table |
| RSUs unvested | 34,711 | Dec 31, 2024 | Vests 9/1/2025 and 3/1/2026 |
- Hedging/pledging prohibited; no margin accounts or derivatives trading; short sales prohibited. This materially reduces alignment risks from hedging/pledging.
- Rule 10b5-1 plans may be adopted by insiders; no specific plan disclosed for Etkin.
- Insider Form 4s: none returned by the tool (no recent Form 4s available to analyze selling patterns). [ListDocuments: Form 4 returned 0]
Employment Terms
| Scenario | Cash Severance | Bonus Treatment | Equity Vesting | Health Benefits |
|---|---|---|---|---|
| Termination without Cause | 12 months base salary (salary continuation) | — | — | Employer portion of COBRA for 12 months (lump sum) |
| Change in Control + (termination without Cause or resignation for Good Reason within 60 days prior to or 12 months post-CIC) | 18 months base salary (lump sum) | 18 months of annual bonus at 100% target (lump sum) | Full acceleration of all outstanding equity; performance awards accelerate at higher of target or actual | Employer portion of COBRA for 18 months (lump sum) |
- Offer letter executed Nov-2023; amended Jan-2024; at-will; sets base, bonus eligibility, and severance protections above.
- Clawback policy adopted at IPO; Sarbanes-Oxley and Dodd-Frank compliant.
- Perquisites disclosed are modest (e.g., 401(k) match; insurance premiums).
Board Governance
| Item | Detail |
|---|---|
| Board roles | CEO, President, and Chair of the Board (Class III; term expires 2027) |
| Independence | Not independent (executive); Board determined 6 of 7 directors independent as of proxy date |
| Lead Independent Director | Christopher Nixon Cox (responsibilities include presiding at executive sessions, agenda approval, stockholder liaison) |
| Committees | Audit (Chair: Gwill York), Compensation & Management Development (Chair: Christopher N. Cox), Nominating & Corporate Governance (Chair: Po Yu (Jeff) Chen); Etkin is not a committee member |
| Board/Committee activity | 11 Board meetings in FY2024; each member attended ≥75% of meetings of Board/committees served |
| Director compensation for Etkin | None beyond executive compensation (no additional pay for Board service) |
Director Compensation (for completeness re: dual role)
- As CEO/Chair, Etkin receives no additional non-employee director compensation; the non-employee director option/cash program does not apply to him.
Related Party Transactions (alignment/context)
- Purchased 25,000 shares of Series B preferred in 2022–2023 ($150,000).
- Participated in IPO directed share program: 3,125 shares at $16.00 ($50,000).
Performance & Track Record
- 2025 highlights: favorable FDA interactions enabling accelerated development of ALTO-207 (TRD) with Phase 2b planned 1H26 and Phase 3 by early 2027; pipeline readouts expected for ALTO-101 (1Q26), ALTO-300 (mid-2026), ALTO-100 (2H26); $50M PIPE in Oct-2025; cash of ~$184.2M as of Oct 31, 2025 supports operations into 2028.
- Financial snapshot: Q3’25 R&D $10.5M; G&A $4.4M; net loss $14.2M; cash, cash equivalents, and restricted cash $138.3M (Sep 30, 2025).
- Legal overhang: multiple law firm press releases in Aug–Sep 2025 announcing/soliciting class actions against the Company (securities litigation).
Compensation Structure Analysis
- Pay mix skews heavily to at-risk equity (notably large option grants in 2023–2024), consistent with early-stage biotech incentives.
- Shift toward RSUs: 34,711 RSUs granted in March 2024 (vesting 2025/2026) — lower risk than options; retention-focused during IPO transition.
- Disclosed 2024 AIP payout reflects above-target corporate goal attainment (107%), but specific operational metrics are not itemized; reliance on Compensation Committee discretion and consultant benchmarking (Aon).
- Option repricing (July 2025) is a notable red flag for some investors but was structured with retention requirements and without increasing share counts; it avoided incremental dilution or cash costs while restoring option incentive value.
Risk Indicators & Red Flags
- Option repricing of underwater options (including CEO) — governance scrutiny point; mitigated by retention condition and no increase in award size.
- Securities class action filings/solicitations in 2025 — potential disclosure/liability risk; outcomes unknown.
- Dual role (CEO + Chair) — mitigated by robust Lead Independent Director responsibilities, committee independence, and executive sessions.
Say-on-Pay & Shareholder Feedback
- As an Emerging Growth Company, Alto is not required to conduct say-on-pay votes; no historical SOP outcomes disclosed.
Compensation Peer Group (Benchmarking)
- Compensation Committee retained Aon as independent consultant; Aon developed a comparative peer group and recommendations; the peer list itself is not disclosed in the proxy.
Investment Implications
- Alignment: Significant beneficial ownership (5.78%) and prohibited hedging/pledging establish strong economic alignment; upcoming RSU vesting in 2025/2026 could create sell-to-cover flows, subject to policy/10b5-1 plans.
- Retention vs dilution: The July 2025 repricing restored option incentive value across employees (including CEO) without added share counts, signaling emphasis on retention through 2026 data catalysts; some governance-sensitive investors may view this negatively absent shareholder approval.
- Downside protection: CIC protections (18 months salary and target bonus; full equity acceleration) are above standard for small-cap biotech CEOs; beneficial for recruitment/retention but increase cost of a change-of-control.
- Execution focus: 2026 is catalyst-rich; AIP payouts tie to corporate milestones (107% in 2024). If clinical timelines/data slip, pay-for-performance alignment will be tested.