Gerd Kochendoerfer
Atai BeckleyAbout Gerd Kochendoerfer
Gerd Kochendoerfer, Ph.D., age 57, has served as Chief Operating Officer of ATAI since December 3, 2024. He holds a Ph.D. in Chemistry from UC Berkeley and a Diplom in Chemistry from the University of Heidelberg; he is an inventor on multiple patents and author of 25+ peer‑reviewed publications . Prior roles include COO at NFlection Therapeutics (2021–2024), SVP/Head of Operations at PellePharm (2017–2021), SVP Technical Operations at Depomed (2008–2017), and senior roles at FibroGen and Gryphon; he led late‑stage orphan oncology development at PellePharm and contributed to five commercial product approvals at Depomed . During his ATAI tenure, the company remained pre‑commercial, with modest collaboration and other revenue and sustained investment in R&D (see performance table below; values from S&P Global).
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NFlection Therapeutics | Chief Operating Officer | Sep 2021 – Dec 2024 | Led corporate operations and development; targeted RAS pathway therapies |
| PellePharm Inc. | SVP & Head of Operations (corporate officer) | May 2017 – Sep 2021 | Led development/supply for late‑stage orphan oncology; advanced patidegib topical gel through regulatory milestones; supported partnerships/financing/M&A |
| Depomed Inc. | SVP Technical Operations | Feb 2008 – May 2017 | Led clinical development projects resulting in five commercial approvals |
| FibroGen Inc. | Senior roles incl. global project management | Early career | Managed global programs; led Astellas partnership |
| Gryphon Therapeutics | Senior roles | Early career | Pioneered polymer‑modified protein therapeutics |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No current external directorships disclosed in ATAI filings |
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base Salary | $440,000 initial annual base salary | |
| Target Annual Bonus | 40% of base salary; based on Board‑set performance goals; payout subject to Board approval and continued employment | |
| Sign‑On Bonus | $75,000 lump sum within 30 days of start; not earned until 1‑year anniversary; 100%/50% repayable if terminated for Cause or resigns without Good Reason before 6/12 months; no repayment if terminated without Cause or resigns for Good Reason | |
| Benefits | Eligible for ATAI employee plans; flexible time‑off policy; US paid sick leave up to 10 days/year with limited carryover; company reimburses health premiums for employees (2024); 401(k) match 100% up to 3% of comp | |
| Location/Reporting | Principal place of employment: Oakland, CA; reports to CEO; travel may be required including for Germany board meetings |
Performance Compensation
Annual Bonus Plan (Structure)
| Metric Category | Weighting | Target | Actual (latest disclosed for Kochendoerfer) | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate/Clinical/Financing goals | Determined annually by the Board; metrics may include financial and non‑financial KPIs; weighting set/amended by Board | 40% of base salary | Not disclosed for 2024–2025 for COO | Not disclosed | Annual cash bonus subject to Board approval |
Company‑level disclosure for 2024 indicated NEO bonuses paid at 90% of target based on 2024 corporate/clinical/financing goal achievement; Kochendoerfer joined December 2024 and is not listed in 2024 NEO payout .
Equity Awards (Structure and Vesting)
| Award Type | Grant Size | Exercise/Grant Price | Vesting Schedule | Performance Conditions | Change‑of‑Control |
|---|---|---|---|---|---|
| Stock Options (Parent) | Eligible for option to purchase 1,450,000 common shares, subject to Board approval | Exercise price = FMV on grant date | Standard four‑year schedule: 25% at first anniversary of Effective Date; remaining 75% in 36 equal monthly installments thereafter (rounded down) | Not specified for COO grant (company uses both time‑based and performance‑based awards generally) | On termination without Cause or for Good Reason within 12 months post‑CIC: time‑based equity accelerates 100% (subject to Board approval); option exercise window may be extended up to 12 months |
Estimated vest amounts (per agreement schedule): 362,500 options at first anniversary of Dec 3, 2024 (Dec 3, 2025); then ≈30,208 options per month for 36 months, subject to continuous service and rounding down .
Equity Ownership & Alignment
| Item | Details | Source |
|---|---|---|
| Beneficial Ownership | No Form 3 for Kochendoerfer found; security ownership table did not list him individually as of Sept 15, 2025; rely on employment agreement for option eligibility | |
| Vested vs Unvested | Not disclosed; vesting schedule per employment agreement | |
| Shares Pledged/Hedging | No pledging/hedging disclosures specific to Kochendoerfer; company policy prohibits benefiting from possession of material undisclosed information in trading | |
| Ownership Guidelines | Not disclosed in reviewed filings | |
| Clawback Policy | Company may reclaim STI/LTI payments if based on incorrect information on targets/conditions; Non‑Exec Directors or designated representative may demand repayment |
Company repriced certain underwater employee/consultant options in June 2024 (pre‑COO start) to £1.32; indicative of willingness to modify equity terms under board supervision .
Employment Terms
| Provision | Terms | Source |
|---|---|---|
| Effective Date | Employment agreement dated Nov 11, 2024; COO appointment effective Dec 3, 2024; Board appointment Nov 8, 2024 | |
| At‑Will | Either party may terminate at any time with/without cause, subject to agreement terms | |
| Severance (no CIC) | If terminated without Cause or resigns for Good Reason: 0.75× base salary paid over 9 months; COBRA reimbursement/payment during Severance Period; earned but unpaid prior‑year bonus paid | |
| Change‑in‑Control (double trigger) | If terminated without Cause or resigns for Good Reason within 12 months post‑CIC: lump sum = 12 months base salary + unpaid portion of Target Bonus for any calendar year ending prior to termination year; 12 months COBRA; time‑based equity vests 100% (subject to Board approval); option exercise window extension up to 12 months | |
| Non‑Solicit | 12 months post‑termination; prohibits soliciting employees/consultants | |
| Non‑Compete | No explicit post‑termination non‑compete; while employed, may not render services directly related to ATAI’s business without approval; permitted consulting (NFlection, PellePharm ABC, Sol‑Gel) up to 10% monthly and ≤6 months post‑start with CEO consent | |
| Arbitration | Binding arbitration (AAA Employment Rules) in San Diego, California; company bears arbitrator/admin fees (exec may pay up to half at option) | |
| Governing Law | California | |
| Indemnification | Eligible per organizational documents/agreements; survives termination | |
| Related Party/Conflicts | No arrangements/understandings; no family relationships; no transactions requiring Item 404(a) disclosure |
Company Performance During Kochendoerfer’s Tenure
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue (USD) | -$5,000* | $1,555,000 | $719,000 | $749,000 |
| EBITDA (USD) | -$29,121,000* | -$19,054,000* | -$25,046,000* | -$28,209,000* |
| Net Income (USD) | -$38,958,000* | -$26,431,000* | -$27,729,000* | -$61,074,000* |
- Values retrieved from S&P Global.
Context: ATAI remained in clinical development with limited revenue and continued operating losses during 2024–2025, consistent with R&D investment in VLS‑01 (DMT buccal film), EMP‑01 (R‑MDMA), and post‑combination programs (BPL‑003, etc.) .
Investment Implications
- Compensation alignment and retention: Base $440k with 40% target bonus and a $75k sign‑on that is only earned at 12 months create near‑term retention incentives; severance is modest (0.75× salary) absent CIC, while CIC provides 1× salary plus prior‑year target bonus portion and time‑based equity acceleration, indicating balanced protection without excessive parachute risk .
- Insider selling pressure: The 1‑year cliff followed by monthly vesting on a 1.45M option grant will gradually add potential supply starting Dec 2025; acceleration on CIC could pull forward vesting, increasing event‑driven selling capacity; absence of pledging disclosures and policy against trading on MNPI is a positive, but monitor Forms 4 post‑cliff .
- Execution credibility: Track record spans late‑stage orphan oncology ops and multiple approvals at Depomed, aligning with operational rigor required for ATAI’s expanding pipeline and combination with Beckley Psytech .
- Governance and clawbacks: Board‑controlled metric setting, clawback language for incentive awards, arbitration framework, and no related‑party issues disclosed for Kochendoerfer suggest acceptable governance practices; company’s prior option repricing (June 2024) indicates flexibility that could dilute long‑term alignment if repeated .
Experienced leadership framing post‑combination: ATAI highlighted Kochendoerfer among an expanded executive team to advance Phase 2/3 programs (VLS‑01, EMP‑01, BPL‑003), reinforcing operational capacity as a lever for value creation despite near‑term losses .