John Hoffman
Atai BeckleyAbout John Hoffman
John Hoffman, age 41, was nominated and appointed as a supervisory director of atai Life Sciences N.V. for a three-year term ending at the 2028 AGM; if the one‑tier board transition is executed, he will serve as a non‑executive director for the remainder of his term . He is Chief Operating Officer of Northern Data AG (since Feb 2025), a CFA charterholder, and a graduate of the University of Richmond, with nearly 20 years of capital markets advisory experience, including senior ECM roles at RBC Capital Markets and Credit Suisse and advisory work on 200+ growth IPOs raising over $50B . As of April 2, 2025, he was listed with no beneficial holdings of ATAI common shares in the proxy’s ownership table .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBC Capital Markets | Managing Director, Equity Capital Markets | Jun 2023 – Feb 2025 | Led ECM transactions; advised boards on IPOs/cross‑listings; part of track record covering 200+ IPOs raising >$50B |
| Credit Suisse | Managing Director, Equity Capital Markets | Jun 2012 – Jun 2023 | Led ECM mandates across listings, mergers, spin‑offs; strategic capital markets advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northern Data AG | Chief Operating Officer | Feb 2025 – Present | Current operating executive role |
Board Governance
- Appointment and status: Binding nomination to serve three years (to 2028); becomes non‑executive director upon one‑tier governance change execution .
- Independence: The supervisory board states all supervisory directors except the chairman (Christian Angermayer) qualify as independent under Nasdaq rules; Hoffman is expected to be independent within this framework .
- Committee assignments: Not designated at appointment; supervisory board will determine his committee roles post‑election .
- Attendance baseline (context): In FY 2024, the board held six meetings and each incumbent director attended at least 75% of board and committee meetings; audit met seven times, compensation five, nominating four, science & technology two .
- Leadership structure: If the chair is not independent, independent directors may elect a lead independent director per board rules; in 2024 Michael Auerbach served as lead independent director (context) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director cash fee | $45,000 | Increased effective May 17, 2024; payable quarterly in arrears |
| Chair of Board | $30,000 | Additional annual fee |
| Lead Independent Director | $42,500 | Increased effective May 17, 2024 |
| Audit Committee Chair | $20,000 | Increased effective May 17, 2024 |
| Audit Committee Member | $10,000 | Increased effective May 17, 2024 |
| Compensation Committee Chair | $15,000 | Increased effective May 17, 2024 |
| Compensation Committee Member | $7,500 | Increased effective May 17, 2024 |
| Nominating Committee Chair | $10,000 | Increased effective May 17, 2024 |
| Nominating Committee Member | $5,000 | Increased effective May 17, 2024 |
| Science & Technology Chair | $12,000 | Began Sept 18, 2024 |
| Science & Technology Member | $6,000 | Began Sept 18, 2024 |
Performance Compensation
| Equity Award | Grant Size | Vesting | Change-of-Control Treatment | Evidence of Performance Metrics |
|---|---|---|---|---|
| Initial director option grant (upon appointment) | 206,000 options | 1/3 on first anniversary; remaining 2/3 vest in 24 equal monthly installments until third anniversary | All unvested options vest in full upon a change in control | No director‑specific performance metrics disclosed; grants are time‑based |
| Annual director option grant (if ≥6 months’ service by AGM) | 64,000 options | Single installment on earlier of day before next AGM or first anniversary | All unvested options vest in full upon change in control | No performance metrics disclosed; time‑based |
| Anti‑hedging policy | N/A | Prohibits directors from hedging/derivative strategies that offset equity declines | N/A | Policy detail; alignment mechanism |
| Clawback policy (SEC/Nasdaq compliant) | N/A | Applies to incentive comp recovery following accounting restatements (officer policy) | N/A | Adopted Oct 2, 2023 |
Other Directorships & Interlocks
- Candidate sourcing: Hoffman was recommended to the nominating committee by chairman/founder Christian Angermayer, with prior professional interactions; Angermayer is affiliated with Apeiron, a principal shareholder and consultant to the company .
- No other public company directorships for Hoffman are disclosed in the proxy .
Expertise & Qualifications
- Capital markets expertise: Advised boards/management on >200 IPOs and strategic transactions; deep ECM background at RBC and Credit Suisse .
- Operations: Current COO of Northern Data AG .
- Credentials: CFA charterholder; University of Richmond graduate .
Equity Ownership
| Date/Reference | Security | Quantity | Ownership % | Notes |
|---|---|---|---|---|
| Apr 2, 2025 (proxy table) | Common shares | — | — | Listed with no beneficial holdings in table; “—” indicates none and “*” denotes <1% holdings for others |
| Jun 26, 2025 (Form 4) | Stock options (director grant) | 206,000 | N/A | Reported acquisition consistent with initial director option grant size; Form 4 filed Jun 27, 2025 |
Insider Trades
| Date | Filing | Transaction | Security | Quantity | Price | Notes |
|---|---|---|---|---|---|---|
| Jun 26, 2025 | Form 4 (filed Jun 27, 2025) | Grant/acquisition | Director stock options | 206,000 | N/A (grant) | Initial appointment option grant; consistent with policy |
Governance Assessment
- Independence and conflicts: Hoffman’s nomination was recommended by the non‑independent chair/founder (Angermayer), who has significant ownership via Apeiron and a consultancy; however, the board states all supervisory directors other than Angermayer meet Nasdaq independence standards, and related‑party transactions are overseen by the audit committee under a formal policy .
- Alignment signals: Director pay structure emphasizes equity options (206k initial; 64k annual when applicable) with time‑based vesting and full acceleration upon change‑of‑control; anti‑hedging policy restricts offsetting strategies—both supportive of alignment, though not performance‑metric‑based for directors .
- Attendance/engagement baseline: Board and committee meeting cadence in 2024 suggests regular oversight; Hoffman’s attendance will be establishable in future filings post‑appointment .
- Structural transition: The proposed one‑tier board model consolidates oversight consistent with U.S. market practice and could streamline decision‑making; Hoffman would serve as a non‑executive director under this model .
RED FLAGS and Watch‑Items:
- Nomination interlock: Candidate recommended by a major shareholder/chair with ongoing related‑party ties (Apeiron holdings; consultancy); monitor independence in practice and committee placement for balanced oversight .
- Control shareholder risk context: Apeiron’s pledged shares indicate leverage at the principal holder; while not a Hoffman‑specific issue, it raises governance sensitivity around board independence and transaction approvals .