Andrea Heslin Smiley

About Andrea Heslin Smiley

Andrea Heslin Smiley, age 57, is an independent non‑executive supervisory director of atai Life Sciences N.V. (ATAI). Her current term began in 2023 and expires in 2026. She is President & CEO of VMS Biomarketing (since January 2011) and previously spent 12 years at Eli Lilly, most recently as VP of the Osteoporosis Business Unit; she brings 25+ years of biopharma commercialization and management experience .

Past Roles

External Roles

Board Governance

• Independence: All supervisory directors other than the chairman (Christian Angermayer) are independent under Nasdaq rules; ATAI affirmatively determined Smiley meets Nasdaq and Rule 10A‑3 independence for audit committee service .
• Committee assignments: Chair, Compensation; Member, Audit; Member, Nominating & Corporate Governance .
• Attendance: In FY2024, the supervisory board met 6 times; each incumbent director attended at least 75% of board and relevant committee meetings .
• Committee activity: Audit Committee met 7 times in 2024; Nominating Committee met 4 times in 2024 .

Fixed Compensation

• Program: Non‑employee directors receive cash fees plus equity options; annual director fee increased from $40,000 to $45,000 effective May 17, 2024. Committee chair/member fees are layered; exercise price set at FMV at grant; option term ≤10 years .
• 2024 compensation for Smiley:

• Fee schedule (effective changes in 2024):

Performance Compensation

• Equity approach: Non‑employee directors receive stock options (no RSUs disclosed). Initial option grant: 206,000 shares at appointment; annual option grant: 64,000 shares at each AGM (if serving ≥6 months). Initial grants vest one‑third at 1‑year and then monthly over 24 months; annual grants vest in a single installment on the earlier of day before next AGM or 1‑year. All unvested options fully vest upon a change in control .

• Performance metrics: No director‑specific STI/LTI performance metrics disclosed; options are time‑vested. ATAI’s remuneration policy describes potential STI/LTI components for directors but does not detail specific performance criteria for non‑employee directors in 2024 .

Other Directorships & Interlocks

Expertise & Qualifications

• Commercial leadership: 25+ years in biopharma commercialization at VMS and Eli Lilly .
• Governance: Prior chair of Nominating & Governance; audit committee experience at multiple public companies .
• Financial literacy: Meets Nasdaq audit committee literacy requirements (ATAI determination) .

Equity Ownership

• Beneficial ownership: 260,666 common shares (<1%). Breakdown: 4,666 shares owned directly; 256,000 shares underlying options currently exercisable or exercisable within 60 days of April 2, 2025 .
• Options outstanding (FY2024 year‑end): 359,000 (exercisable and unexercisable combined) .
• Unvested stock awards: None held by non‑employee directors as of Dec 31, 2024 .
• Hedging/Pledging: ATAI’s Insider Trading Policy prohibits hedging by directors; pledging disclosure in the proxy appears for a major shareholder (Apeiron) but no pledge disclosure is made for Smiley .

Governance Assessment

• Independence and roles: Smiley is independent, chairs Compensation, and serves on Audit and Nominating—placing her at the center of pay oversight, financial reporting oversight, and board composition. Attendance thresholds were met, and committee cadence (7 audit; 4 nominating in 2024) indicates active governance throughput .
• Pay structure and alignment: 2024 compensation combines cash ($69,882) and time‑vested options (grant‑date FV $106,575) with standard FMV strike and ≤10‑year term, plus change‑in‑control acceleration. No director RSUs or performance‑linked metrics disclosed; ownership shows modest skin‑in‑the‑game via options and a small direct share position .
• Conflicts/related party: Proxy Item 404 entries highlight significant transactions with Apeiron (chairman’s family office), including a large equity purchase and pledged shares; no related‑party transactions are identified involving Smiley. Audit committee oversees related‑person transactions per policy, and Smiley participates as an audit member .
• Risk indicators and red flags:
  • Board‑level concentration/transactions: Apeiron’s participation in offerings and pledged shares are governance sensitivities; however, these do not implicate Smiley personally .
  • Compensation features: Full option acceleration on change‑in‑control is shareholder‑sensitive but standard in many director programs; no evidence of option repricing or RSU shifts for non‑employee directors in 2024 .
  • Hedging ban for directors mitigates alignment risks; director attendance threshold met .
• Investor confidence signals: Independent committee leadership by Smiley, documented audit and nominating engagement, and adherence to insider trading prohibitions support governance quality. Continued monitoring of board‑level related‑party dynamics (Apeiron) is prudent given her compensation chair role .