Nicholas Smith
About Nicholas Smith
Nicholas Smith, age 36, is Alto Neuroscience’s Chief Financial Officer (since Nov 2022) and Chief Business Officer (since Sep 2021); he briefly served on Alto’s board from July–October 2023. He holds a B.A. in Accounting and Finance from North Central College and previously held investor relations and corporate development roles at Aptinyx Inc. (2017–2021) . As CFO, Smith is the principal financial and accounting officer and a SOX 302/906 certifier on Alto’s 10-K/10-Q filings, evidencing direct accountability for disclosure controls and financial reporting quality .
Company operating performance during Smith’s tenure (illustrative core metric):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| EBITDA ($USD) | -$37.4M* | -$68.1M* |
- Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aptinyx Inc. (CNS biopharma) | VP, Investor Relations & Corporate Development | 2021 | Capital markets and BD/IR leadership in CNS portfolio |
| Aptinyx Inc. | Sr. Director, Corp Dev & IR | 2019–2021 | Corporate development and investor relations |
| Aptinyx Inc. | Director, Corporate Development | 2017–2019 | Corporate development for CNS programs |
External Roles
No external public company directorships or committee roles disclosed for Smith in Alto’s filings .
Fixed Compensation
| Component | 2023 | 2024 (post-IPO unless noted) | Notes |
|---|---|---|---|
| Base salary rate | $383,775 | $475,000 (rate effective upon IPO) | Salary actually paid in 2024 totaled $466,511 due to proration around IPO timing . |
| Target annual bonus (% of base) | 40% | 40% | Based on corporate and individual goals set by the Board/Comp Committee . |
| Actual cash bonus paid | $230,265 | $203,300 | 2024 corporate goal attainment was 107% . |
| Other compensation | $10,230 (401k match, insurance) | $10,656 (401k match, insurance) | — |
| Total compensation | $1,770,861 | $1,995,964 | Includes stock/option grant accounting values per ASC 718 . |
Performance Compensation
Annual cash incentive (2024)
| Metric/award | Weighting | Target | Actual/payout | Vesting |
|---|---|---|---|---|
| Annual cash bonus (corporate + individual goals) | Not disclosed | 40% of base salary | Corporate goal attainment: 107%; payout $203,300 | Cash (paid), no vesting |
Equity awards and vesting
| Award type | Grant date | Shares | Strike price | Expiration | Vesting schedule |
|---|---|---|---|---|---|
| Stock options | 9/9/2021 | 112,405 total (91,329 ex.; 21,076 unex.) | $2.32 | 9/8/2031 | Standard 4-year; see below |
| Stock options | 9/27/2021 | 22,481 ex.; — unex. | $2.32 | 9/26/2031 | Standard 4-year |
| Stock options | 9/22/2022 | 25,291 ex.; 19,671 unex. | $6.23 | 9/21/2032 | 25% after 1 year from 1/1/2023; then monthly (4) |
| Stock options | 4/14/2023 | 16,212 ex.; 17,621 unex. | $6.23 | 4/13/2033 | IPO-linked: 1/3 vested at IPO; remainder 4-year with 12/20/2023 start; then monthly (5) |
| Stock options | 12/20/2023 | 101,165 ex.; 101,164 unex. | $5.30 | 12/19/2033 | IPO-linked schedule per (5) |
| Stock options | 3/1/2024 | — ex.; 90,000 unex. | $14.88 | 2/28/2034 | 25% at 3/1/2025; then monthly (4-year) (6) |
| RSUs | 2024 (aggregate) | 19,153 unvested | — | — | Two equal installments on 9/1/2025 and 3/1/2026 (7) |
Option repricing (retention design; effective 7/3/2025)
- Board repriced “underwater” employee/consultant options with strikes >$2.35 to $2.35 (closing price on 7/3/2025). Smith’s Eligible Options: 506,124 shares originally priced $4.20–$14.88; share counts, vesting and expirations unchanged .
- Retention period: to 7/3/2026 (12 months) unless earlier CIC without assumption or qualifying termination; early exercise during retention requires paying original strike (“premium exercise price”) .
- Rationale: retention and motivation without additional dilution or cash comp; ~4.23M total eligible employee options were underwater at approval .
Equity Ownership & Alignment
| As of | Direct shares | Options exercisable within 60 days | Total beneficial | % outstanding |
|---|---|---|---|---|
| March 17, 2025 | 7,713 | 312,948 | 320,661 | 1.17% |
Additional detail and alignment policies
- Outstanding awards as of 12/31/2024: options exercisable 256,478 and unexercisable 249,532; RSUs unvested 19,153 (market value $81,017 at $4.23) .
- Hedging/derivatives, short sales, margin and pledging of Alto stock are prohibited under the insider trading policy; 10b5-1 plans are permitted with pre-clearance .
- Rule 10b5-1 sales plan policy disclosed; no specific plan adoption by Smith is disclosed in filings .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreements | At-will; offer letter dated Nov 2023, amended Jan 2024; sets base, bonus eligibility, benefits, and severance framework . |
| Target bonus | 40% of base salary (Board/Comp Committee discretion; corporate and individual goals) . |
| Termination without cause (non-CIC) | 9 months base salary continuation plus lump-sum employer share of COBRA premiums for 9 months . |
| Change in control (CIC) + termination without cause or resignation for good reason (60 days pre to 12 months post CIC) | Lump-sum 12 months base salary plus 12 months of target bonus; full acceleration of all outstanding equity (performance awards vest at higher of target/actual); lump-sum employer COBRA premiums for 12 months . |
| Clawback | Dodd-Frank compliant clawback adopted at IPO; CFO also subject to SOX 304 reimbursement if restatement due to misconduct . |
| Confidentiality/IP/Arbitration | Standard confidential information, inventions assignment, and arbitration agreement executed by executives . |
Director/Governance Context Relevant to Pay
- Compensation and Management Development Committee (independent directors) oversees executive pay, incentive plans, and employment agreements .
- As an Emerging Growth Company, Alto is not yet required to conduct say-on-pay votes; thus, no say-on-pay approval percentages are disclosed .
Investment Implications
- Pay-for-performance and retention: 2024 cash bonus paid at 107% corporate goal attainment while preserving equity-at-risk; the July 2025 option repricing adds a 12-month retention hook and reduces underwater disincentive without added dilution, potentially lowering near-term insider selling pressure from options given the premium exercise price during the retention period .
- Skin-in-the-game: Smith beneficially owns ~1.17% (largely via options) with upcoming RSU vests (9/1/2025 and 3/1/2026), creating identifiable windows for liquidity but within a policy that prohibits hedging/pledging and encourages orderly trading (10b5-1 permitted) .
- Downside protection/governance: Robust CIC protections (12 months salary and target bonus plus full equity acceleration for Smith) support continuity through strategic transactions but can be shareholder-costly; clawbacks (SOX 304 and Dodd-Frank) and CFO certifications mitigate reporting risk and reinforce accountability .
- Execution risk: Alto remains EBITDA-negative, implying continued reliance on external capital and clinical/regulatory milestones; compensation mix (options/RSUs with service-based vesting and IPO-linked vesting features) aligns upside to long-term value creation while providing incremental retention through the 2025 option repricing. EBITDA trajectory remains negative across 2023–2024 during Smith’s finance leadership, underscoring the importance of non-dilutive financing and pipeline progress to unlock value (see EBITDA table above).*
References:
- Values retrieved from S&P Global.