Amir Kalali

About Amir Kalali

Amir Kalali, M.D., age 59, has served as a non-executive supervisory director of atai Life Sciences N.V. since 2023 with his current term expiring in 2026. He is Co-Chair of the Decentralized Trials and Research Alliance (since 2020), Founding Chairman and Chief Curator of the CNS Summit (since 2011), Founding Chairman and Executive Committee member of the International Society for CNS Drug Development (since 2022), Professor of Psychiatry at the University of California San Diego, and Editor of Innovations in Clinical Neuroscience; he previously served as Global Head, Neuroscience Center of Excellence at IQVIA (1997–2017). Dr. Kalali earned his M.D. from University College London and his MRCPSych from the Royal College of Psychiatrists .

Past Roles

External Roles

Board Governance

• Committee assignments (2025): Audit Committee (member), Nominating Committee (member), Science & Technology Committee (member) .
• Committee activity (2024): Audit Committee met 7 times; membership includes Dr. Kalali; members are financially literate; audit committee financial experts designated as S. M. Johnson and S. Braunstein . Nominating Committee met 4 times; members include Dr. Kalali; chair is S. M. Johnson . Science & Technology Committee met 2 times; members include Dr. Kalali; chair is S. Braunstein .
• Independence: Supervisory board and all committee members (including Dr. Kalali) are independent under Nasdaq rules; Audit Committee members meet Rule 10A‑3 independence .
• Attendance: In 2024, board held 6 meetings; each incumbent director attended at least 75% of board and applicable committee meetings; the company has no formal AGM attendance policy . In 2023, board held 4 meetings; each incumbent director attended at least 75% .

Committee Assignment Snapshot (2025)

Fixed Compensation

• Director fee schedule (2024): Annual director fee $40,000; increased to $45,000 effective May 17, 2024; committee fees increased (Audit Chair $20,000; Audit member $10,000; Compensation Chair $15,000; Compensation member $7,500; Nominating Chair $10,000; Nominating member $5,000; Lead Independent Director $42,500; Science & Technology Chair $12,000 and member $6,000 beginning September 18, 2024) . In 2023, annual director fee was $40,000 and committee fees were lower (Audit Chair $15,000; Audit member $7,500; Compensation Chair $10,000; Compensation member $5,000; Nominating Chair $8,000; Nominating member $4,000; Lead Independent Director $25,000) .

Performance Compensation

• Director equity vehicle: Stock options only; no RSUs or PSUs disclosed for non-employee directors (none held as of Dec 31, 2024) .
• Award sizes and terms:
  • Initial election option: 128,000 common shares under 2023 policy ; increased to 206,000 common shares in 2024 (policy as disclosed; applicable to initial elections in 2024) .
  • Annual director option: 64,000 common shares .
  • Exercise price: Fair market value on grant date; term up to 10 years .
  • Vesting: Initial grant vests one-third at first anniversary, then in 24 equal monthly installments to third anniversary; annual grant vests in a single installment by the earlier of day before next AGM or first anniversary .
  • Change-of-control: All unvested director options vest in full upon a change in control .

Other Directorships & Interlocks

• Current public company directorships: None disclosed for Dr. Kalali in ATAI’s proxy .
• Prior public company directorships: Cypress Bioscience (2004–2011), Compensation and Nominating committees .
• Interlocks: No shared directorships with ATAI competitors/suppliers/customers disclosed for Dr. Kalali .

Expertise & Qualifications

• Domain expertise: 20+ years in life sciences and technology; involvement in numerous drug development programs; CNS-focused leadership across industry and academia .
• Audit committee qualifications: Financially literate under Nasdaq rules; audit committee financial expert designation held by other members (S. M. Johnson; S. Braunstein) .
• Independence: Determined independent under Nasdaq rules; meets Rule 10A‑3 independence for Audit Committee .

Equity Ownership

• Options outstanding (as of Dec 31, 2024): 359,000 options held; no unvested stock awards held by non-employee directors .
• Insider trading and hedging: Insider Trading Compliance Policy prohibits hedging transactions (e.g., prepaid variable forwards, swaps, collars, exchange funds) that could misalign objectives with shareholders .
• Clawback policy: Recovery of Erroneously Awarded Compensation Policy effective October 2, 2023, mandates recovery of incentive-based compensation after accounting restatements (applies to officers) .

Governance Assessment

• Strengths:
  • Multi-faceted CNS and clinical development expertise spanning industry, academia, and consortia, directly relevant to ATAI’s R&D focus .
  • Independent director with Audit/Nominating/S&T committee service; meets Rule 10A‑3 independence and financial literacy requirements .
  • Attendance thresholds met in 2023 and 2024; active committee calendars (Audit: 7; Nominating: 4; S&T: 2) indicate engagement .
• Watchpoints:
  • Director pay structure is cash plus options without disclosed performance KPIs for directors; while options align with equity upside, lack of performance metrics may reduce explicit pay-for-performance linkage at board level .
  • Rising cash and committee fee levels in 2024 (e.g., director fee to $45,000; multiple committee fee increases; new S&T fees) increase fixed compensation despite limited disclosure of director-level performance criteria .
• Conflicts/related-party exposure:
  • No related-party transactions involving Dr. Kalali are disclosed; Audit Committee oversees related person transactions per policy and charter .
  • Broader governance environment note: A controlling shareholder (Apeiron/Christian Angermayer) reported pledging 23,364,432 ATAI shares to secure a loan, which is a general alignment red flag though not tied to Dr. Kalali .
• Ownership alignment:
  • Dr. Kalali’s beneficial ownership remains <1% with options outstanding; anti-hedging policy reduces misalignment risk from derivative hedges .