Husseini Manji
About Husseini Manji
Husseini Manji, M.D. (age 66) has served as an independent director of Alto Neuroscience (ANRO) since February 2024 and is nominated for a Class I term through 2028. He is Co‑Chair of the U.K. Government Mental Health Mission (since May 2023), Professor at the University of Oxford (since June 2021), and Visiting Professor at Duke University School of Medicine (since July 2006). Previously, he was Global Head, Science for Minds at Johnson & Johnson (2020–2022) and Global Therapeutic Head, Neuroscience at Janssen (2008–2020); he holds an M.D. and B.S. in Biochemistry from the University of British Columbia and is a Fellow of the Royal College of Physicians of Canada .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Global Head, Science for Minds | Jul 2020–Jul 2022 | Led neuroscience innovation strategy |
| Janssen (J&J) | Global Therapeutic Head, Neuroscience | Jun 2008–Jul 2020 | Therapeutic area leadership in neuroscience |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| U.K. Government Mental Health Mission | Co‑Chair | Since May 2023 |
| University of Oxford | Professor | Since Jun 2021 |
| Duke University School of Medicine | Visiting Professor | Since Jul 2006 |
Board Governance
- Independence: The Board determined Dr. Manji is independent under NYSE standards; no family relationships among directors/executives .
- Committee assignments (FY2024):
- Nominating & Corporate Governance Committee: Member (Chair: Po Yu (Jeff) Chen; total meetings: 1 in FY2024) .
- Board attendance: The Board met 11 times in FY2024; each member attended ≥75% of Board and applicable committee meetings .
- Board leadership: CEO Amit Etkin serves as Chair; Christopher Nixon Cox is Lead Independent Director with responsibilities for executive sessions, agendas, and shareholder liaison .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Nominating & Corporate Governance | Member | 1 |
| Audit | None | 4 total committee meetings |
| Compensation & Management Development | None | 7 total committee meetings |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 4,583 | Actual FY2024 cash board/committee fees |
Director Compensation Policy (effective at IPO):
- Annual cash retainer: $40,000; Lead Independent Director +$20,000; non‑executive Chair +$30,000 .
- Committee membership retainers: Audit $8,000; Compensation $6,000; Governance $5,000 .
- Committee chair retainers: Audit $16,000; Compensation $12,000; Governance $10,000 .
- Directors may elect to receive some/all cash compensation in options .
Performance Compensation
| Year | Option Awards ($, grant‑date fair value) | Outstanding Options (shares) at 12/31/24 | Notes |
|---|---|---|---|
| 2024 | 405,560 | 33,657 | Options valued per ASC 718; outstanding count at FYE |
Equity award structure and vesting:
- Initial director option grant at IPO: 30,574 shares at $16.00 strike; vests in equal monthly installments over 3 years; 10‑year term .
- Annual director option grant: 15,287 shares at each annual meeting; vests by first anniversary or next annual meeting; 10‑year term .
- Equity grant timing not coordinated with MNPI; options may be issued in lieu of cash retainers on designated dates .
Performance metrics for director pay:
- None disclosed; director equity vesting is time‑based, not tied to financial/ESG metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Dr. Manji |
| Notable affiliations | Academic posts (Oxford, Duke); U.K. Government mission leadership |
| Interlocks/conflicts | None disclosed involving suppliers/customers/competitors |
Expertise & Qualifications
- Neuroscience leadership across pharma R&D and therapeutic strategy (Janssen/J&J) .
- Academic credentials and government mission co‑leadership lend policy and translational insight .
- Medical and scientific training (M.D., Biochemistry B.S.; FRCP Canada) .
Equity Ownership
| Measure | Amount |
|---|---|
| Total beneficial ownership (shares) | 19,370 (all via options exercisable within 60 days of 3/17/2025) |
| Ownership % of shares outstanding | <1% (27,072,129 shares outstanding as of 3/17/2025) |
| Vested vs unvested | 19,370 vested/exercisable; remainder unvested from outstanding 33,657 options at 12/31/2024 |
| Pledging/Hedging | Company policy prohibits hedging, shorting, derivative trading, margin accounts, and pledging of shares |
Insider Trades
| Date | Form | Transaction | Key Terms | Source |
|---|---|---|---|---|
| Feb 1, 2024 | Form 4 | Option grant | Vesting in 36 equal monthly installments; director relationship indicated | |
| May 2025 (index) | Form 4 (EDGAR index) | Filing reference | Confirms ongoing reporting on option activity |
Governance Assessment
- Strengths: Independent status; relevant domain expertise; service on Governance Committee overseeing board composition/performance; attendance at least 75%; strong anti‑hedging/pledging policy supports alignment .
- Alignment: Heavy equity component to director compensation (>$400k option value vs $4.6k cash in 2024) indicates equity‑oriented incentives; beneficial ownership is low in absolute terms but increasing via vesting; no pledging permitted .
- Engagement: Governance Committee met only once in FY2024, suggesting limited formal committee cadence; however, board met 11 times and independent directors held executive sessions .
- Conflicts/related parties: No related‑party transactions disclosed involving Dr. Manji; board’s related‑party policy routes approvals via Audit Committee .
- Pay structure signals: Company‑wide, the Compensation Committee uses independent consultant (Aon) and market benchmarking; note that an executive option exercise price was amended in April 2023, a practice that can be shareholder‑unfriendly if not well justified—monitor Compensation Committee oversight (not directly related to Dr. Manji’s awards) .
- Say‑on‑pay context: As an emerging growth company since the Feb 2024 IPO, the company is not yet required to conduct say‑on‑pay votes; investors may have limited direct feedback mechanisms on pay until EGC status lapses .