Christian Angermayer
Atai BeckleyAbout Christian Angermayer
Christian Angermayer (age 46) is the Chairman of ATAI’s Supervisory Board and a co‑founder of the company; his current term began in 2024 and expires in 2027 . He founded Apeiron Investment Group (family office) and Presight Capital, serving as Presight’s General Partner since 2019, and is viewed by ATAI as qualified due to extensive finance and life sciences experience . He is not considered independent under Nasdaq rules owing to his relationship with Apeiron (a principal shareholder) and a consultancy agreement with ATAI .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ATAI Life Sciences N.V. | Co‑founder; Supervisory Director (Chairman) | Chairman term: 2024–2027; earlier term 2021–2024 | Board leadership; does not serve on board committees |
| Apeiron Investment Group Ltd. | Founder (family office) | Founded 2012 | Principal shareholder in ATAI; holdings and pledges affect governance |
| Presight Capital Management Company, L.L.C. | Founder; General Partner | GP since 2019 | Investment leadership; disclosed as part of background |
| ATAI Life Sciences AG/N.V. | Consultant (via consultancy agreements) | Original: 2021–2024; extended to Jan 5, 2028 | Option grants tied to TSR vs XBI; expanded scope (finance, IR, communications) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cambrian Biopharma, Inc. (private) | Director | Since 2019 | Private company directorship |
| Rejuveron Life Sciences AG (private) | Director | Since 2019 | Private company directorship |
| Apeiron Investment Group Ltd. | Founder | Founded 2012 | Family office; major ATAI holder |
| Presight Capital | Founder; GP | GP since 2019 | Venture/PE investing |
Board Governance
- Role/Committees: Chairman; does not serve on the Audit, Compensation, Nominating, or Science & Technology committees .
- Committee Composition: Chairs—Audit (Sabrina Martucci Johnson), Compensation (Andrea Heslin Smiley), Nominating (Sabrina Martucci Johnson), Science & Technology (Scott Braunstein); Christian Angermayer not on any committee .
- Independence: Not independent due to Apeiron relationship and consultancy agreement .
- Attendance: Six board meetings in 2024; each incumbent director attended at least 75% of board and committee meetings while serving .
- Governance Policies: Insider Trading Compliance Policy (hedging prohibited), Code of Conduct, annual board evaluation, and clawback policy adopted per SEC/Nasdaq Rule 10D‑1 .
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual director cash fee | $40,000; increased to $45,000 | Increase effective May 17, 2024 |
| Chair of the Board fee | $30,000 | 2024 program |
| Lead Independent Director fee | $25,000; increased to $42,500 | Increase effective May 17, 2024 |
| Audit Committee chair/member | $15,000 → $20,000 (chair); $7,500 → $10,000 (member) | Increase effective May 17, 2024 |
| Compensation Committee chair/member | $10,000 → $15,000 (chair); $5,000 → $7,500 (member) | Increase effective May 17, 2024 |
| Nominating Committee chair/member | $8,000 → $10,000 (chair); $4,000 → $5,000 (member) | Increase effective May 17, 2024 |
| Science & Technology Committee chair/member | $12,000 (chair); $6,000 (member) | Began Sept 18, 2024 |
| Payment cadence | Quarterly in arrears; prorated for partial quarters | 2024 program |
Performance Compensation
| Award/Plan | Grant/Size | Vesting & Terms | Performance Metric |
|---|---|---|---|
| Director initial option grant (upon board entry) | 206,000 shares (2024 policy) | 1/3 on first anniversary; remaining in 24 equal monthly installments; 10‑year max term; exercise price = FMV | N/A |
| Annual director option grant | 64,000 shares (if ≥6 months service and continuing after AGM) | Vests in single tranche by earlier of day before next AGM or first anniversary; accelerates on change‑in‑control | N/A |
| Original Consultancy Agreement (2021) | 624,000 options | Subject to continued service through agreement date; strike $5.68/share | Performance targets per agreement |
| 2024 Consultancy Agreement (Jan 7, 2024) | Option to purchase 1,658,094 shares | Four‑year vesting partly based on continued service and partly on ATAI TSR vs four‑year TSR of XBI constituents | Relative TSR vs XBI |
2024 Director Compensation (actual)
| Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Christian Angermayer | 73,104 | 2,087,873 | 2,160,977 |
Other Directorships & Interlocks
- No public company directorships disclosed for Angermayer; private boards include Cambrian Biopharma and Rejuveron Life Sciences AG .
- Potential interlocks/conflicts primarily arise from Apeiron’s status as a principal shareholder and related transactions with ATAI .
Expertise & Qualifications
- Founder/investor with extensive finance and life sciences industry experience, cited as qualification for ATAI board service .
- Background includes founding Apeiron (2012) and Presight Capital (GP since 2019) .
Equity Ownership
| Metric | Value | As of/Source |
|---|---|---|
| Beneficial ownership (Christian Angermayer) | 34,755,320 shares; 20.8% | April 9, 2024 |
| Apeiron interest in ATAI | 23.3% | April 2, 2025 |
| Options exercisable or exercisable within 60 days (Angermayer) | 1,129,665 options | April 2, 2025 |
| Options outstanding (non‑employee director, Angermayer) | 880,000 | Dec 31, 2023 |
| Shares pledged as collateral by Apeiron | 40,569,415 common shares | Proxy footnote |
| Additional deemed ownership via convertible notes | 2,353,000 underlying common shares | Convertible notes holder table |
Related‑Party Transactions and Potential Conflicts
- Consultancy Agreements: Original (2021) with option grant (624,000 options at $5.68 strike), extended via 2024 agreement to Jan 5, 2028 with new 1,658,094‑share option tied partly to relative TSR vs XBI; scope expanded to business/finance, communications, IR .
- Underwritten Offering Participation: On Feb 12, 2025, ATAI sold 26.19M shares at $2.10; Apeiron purchased 10,835,718 shares for $26,535,008 .
- Convertible Notes: Apeiron exchanged 2020 AG notes into NV notes in April 2024; non‑interest‑bearing, unsecured, due Sept 30, 2025; each €1.00 note convertible into 16 common shares at €17.00 per note; early redemption possible on specified events .
- Directed Share Program (IPO 2021): Apeiron purchased 700,000 shares for $10.5M .
- Pledging: Apeiron pledged 40,569,415 shares to secure loan obligations—significant alignment/financing risk .
- Independence determination: Not independent due to Apeiron relationship and consultancy agreement .
Governance Assessment
- Board Effectiveness: Angermayer provides sector/finance depth and board‑level leadership; attendance thresholds met by all incumbents in 2024 (≥75%) .
- Alignment vs Conflicts: Heavy equity exposure (personal and via Apeiron) aligns incentives, and consultancy options include TSR relative performance; however, non‑independence, an active consultancy role while chair, substantial related‑party transactions, and pledged shares introduce notable conflict‑of‑interest and financing risk.
- Committee Safeguards: Angermayer does not sit on audit/compensation/nomination committees, which are fully independent—mitigating direct influence over pay/controls .
- Policies: Clawback policy in place; insider trading policy prohibits hedging; option grants follow structured timing and vesting; options accelerate on change‑in‑control for directors .
RED FLAGS
- Not independent; dual role as Chair and consultant to the company .
- Pledged shares: 40,569,415 common shares pledged by Apeiron—can amplify governance/financing risk if collateral pressure arises .
- Significant related‑party exposure: Apeiron’s repeated capital transactions with ATAI (offering participation; convertible notes; IPO DSP) .
Committee Assignments (for context)
| Committee | Chair | Members |
|---|---|---|
| Audit | Sabrina Martucci Johnson | Johnson (Chair), Amir Kalali, Andrea Heslin Smiley |
| Compensation | Andrea Heslin Smiley | Smiley (Chair), Laurent Fischer |
| Nominating & Corporate Governance | Sabrina Martucci Johnson | Johnson (Chair), Kalali, Smiley |
| Science & Technology | Scott Braunstein | Braunstein (Chair), Fischer, Kalali |
| Angermayer committee roles | None | — |
Director Compensation Mix and Structure Signals
- 2024 total director compensation for Angermayer was dominated by option awards ($2.09M) vs cash fees ($73k), indicating high equity‑based exposure .
- Mid‑2024 increases in cash retainers and committee fees and introduction of Science & Technology committee fees reflect evolving governance structure .
- Policy allows STI/LTI for non‑executive directors; option grants accelerate on change‑in‑control, which may be shareholder‑unfriendly in some contexts if not performance‑conditioned .
Employment & Contracts (Director‑Specific)
- Consultancy extension through Jan 5, 2028 with performance‑linked options (relative TSR vs XBI) and expanded responsibilities (business/finance, communications, IR) .
- Indemnification agreements for all directors .
Say‑on‑Pay & Shareholder Feedback
- Not disclosed in the provided proxy excerpts; no data found—skip.
Compensation Peer Group
- Not disclosed in the provided proxy excerpts; no data found—skip.