Michael Hanley
About Michael Hanley
Michael Hanley, 52, is Chief Operating Officer (COO) of Alto Neuroscience (ANRO), appointed effective May 20, 2024, with prior leadership roles spanning commercial and business operations in biopharma and an MBA from Northwestern’s Kellogg School of Management and a BBA from the University of Notre Dame . He previously founded and led Slainte Strategic Consulting (2023–2024), and served as Chief Business Officer and Chief Commercial Officer at Aeglea BioTherapeutics and as U.S. Chief Commercial Officer at Esteve Pharmaceuticals . Alto’s public filings do not disclose TSR, revenue, or EBITDA performance metrics tied specifically to Hanley’s tenure to date.
Past Roles
| Organization | Role | Years | Strategic Impact (as described) |
|---|---|---|---|
| Slainte Strategic Consulting LLC | Founder and Executive Director | May 2023 – May 2024 | Executive consulting (founder-led) |
| Aeglea BioTherapeutics, Inc. | Chief Business Officer; previously Chief Commercial Officer | CBO: Aug 2022 – Apr 2023; CCO: Oct 2019 – Aug 2022 | Commercial and business leadership |
| Esteve Pharmaceuticals, S.A. | Vice President and U.S. Chief Commercial Officer | Apr 2018 – Sep 2019 | U.S. commercial leadership |
External Roles
No public company directorships or external board roles for Hanley are disclosed in Alto’s 2025 proxy (executive officer biographies only) .
Fixed Compensation
| Year | Base Salary (Annual) | Salary Paid | Target Bonus % | Actual Bonus Paid | All Other Compensation | Notes |
|---|---|---|---|---|---|---|
| 2024 | $470,000 | $283,205 | 40% | $201,160 | $82,000 (incl. $73,500 consulting fees pre-employment) | 2024 salary prorated from May start; bonus based on 2024 outcomes |
Performance Compensation
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Annual incentive plan | Year | Metric | Weighting | Target | Actual | Payout | Vesting/Timing | |---|---|---|---|---|---:|---| | 2024 | Corporate goals attainment | Not disclosed | 40% of base salary | 107% corporate attainment (Committee determination) | $201,160 | Paid per Committee approval post year-end |
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Equity awards (time-based unless noted) | Grant | Type | Shares | Exercise Price | Grant Date | Vesting | Expiration | Accounting Value/P&L Disclosure | |---|---|---:|---:|---|---|---|---:| | COO new-hire grant | Stock option | 188,000 | $12.40 | May 20, 2024 | 25% on 1st anniversary (05-20-2025), then 1/48 monthly | 05-19-2034 | Included in 2024 Option Awards total $1,876,263 | | Consulting grant | Stock option | 8,000 | $14.88 | Mar 1, 2024 | Not disclosed (consulting grant) | 02-28-2034 | Included in 2024 Option Awards total $1,876,263 |
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Post-2024 update: underwater option repricing (retention structure)
- On July 3, 2025, ANRO repriced eligible underwater employee/consultant options to $2.35 (the closing price), with a 12-month retention period (premium exercise at original strike if exercised early). Hanley’s eligible pool included 321,000 options originally priced from $4.20–$14.88; no change to share counts, vesting, or expiration .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 8,000 shares (options exercisable within 60 days of 03/17/2025) |
| Ownership % of outstanding shares | <1% (“*” per company table; 27,072,129 shares outstanding) |
| Vested vs unvested | Vested options: 8,000; Unvested options: 188,000 (as of 12/31/2024) |
| RSUs (unvested) | None disclosed for Hanley |
| In-the-money status at 12/31/2024 | Underwater (strikes $12.40–$14.88 vs $4.23 close) |
| Hedging/Pledging | Company policy prohibits hedging, shorting, margin accounts, and pledging |
| Rule 10b5-1 plans | Permitted under policy (no plan disclosed for Hanley) |
Employment Terms
| Term | Detail |
|---|---|
| Start date | May 20, 2024 (COO) |
| Base salary | $470,000 (subject to Board/Committee adjustments) |
| Target bonus | 40% of base salary |
| Severance (without cause) | 9 months base salary; employer-paid COBRA premiums for 9 months (lump sum) |
| Change in Control (double-trigger) | 12 months base salary + 12 months target bonus; full vesting acceleration (performance at higher of target/actual); employer-paid COBRA for 12 months (lump sum) |
| At-will; standard agreements | At-will employment; standard indemnification; confidential info/inventions and arbitration agreements |
| Clawback policy | Dodd-Frank compliant clawback adopted at IPO |
Related Party Transactions
- The company disclosed no related-person transactions with Hanley beyond compensatory arrangements; no Item 404(a) transactions .
Compensation Structure Analysis
- Cash vs equity mix: 2024 compensation includes prorated salary ($283,205), cash bonus ($201,160), and substantial option grant value ($1,876,263), indicating high at-risk equity exposure aligned to retention via time-based vesting .
- Repricing of underwater options (July 2025): Board-approved repricing to $2.35 with a one-year retention period is a retention lever that reduces risk of equity becoming demotivating; however, option repricing is a governance-sensitive practice and can be viewed as shareholder-unfriendly if not paired with performance conditions .
- Hedging/pledging prohibitions: Strengthens alignment and reduces risk of forced selling through margin calls .
- Clawback: Presence of Dodd-Frank compliant clawback adds downside accountability .
Investment Implications
- Retention risk appears mitigated near term via sizable unvested options and the 2025 option repricing’s 12-month retention condition; this lowers near-term voluntary departure risk but may concentrate selling pressure upon cliff/retention lapses and first anniversary vest (e.g., 05-20-2025 and monthly thereafter) .
- Alignment is mixed: prohibitions on hedging/pledging and high equity weighting support alignment, but current direct ownership is minimal (<1%), and options were underwater at year-end 2024 until repriced in July 2025, which can temper perceived alignment absent realized ownership accumulation .
- Change-in-control protections (12 months salary + 12 months bonus + full acceleration; double-trigger) are market-typical and support continuity through strategic events; they also create potential overhang if a transaction is anticipated .
- Pay-for-performance transparency: 2024 bonus hinged on corporate goals with 107% attainment; lack of disclosed metric-level weights/targets limits external assessment of pay-for-performance rigor .