Sabrina Martucci Johnson
Atai BeckleyAbout Sabrina Martucci Johnson
Independent non-employee director of atai Life Sciences (ATAI) since 2021; re-appointed on May 16, 2023 to serve until the 2026 AGM . Age 56 as disclosed in 2023; educational credentials include a Master of International Management (Thunderbird/AGSIM), an MSc in biochemical engineering (University College London), and a BSc in biomedical engineering (Tulane University) . She chairs the Audit Committee and the Nominating Committee and is designated an “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S‑K .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aethlon Medical, Inc. | Director | Jan 2018 – Apr 2022 | Served on Audit, Compensation, and Nominating & Corporate Governance Committees |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Daré Bioscience, Inc. | Founder, CEO, and Director | 2015 – present | Public biopharmaceutical company; experience launching innovative products into specialty markets |
Board Governance
| Committee | Sabrina’s Role | Independence/Expertise |
|---|---|---|
| Audit | Chair | Independent; audit committee financial expert; committee met 8x in 2023 and 7x in 2024 |
| Nominating (Nomination & Corporate Governance) | Chair | Independent |
| Compensation | Not a member | Committee members independent; she is not listed on compensation committee |
| Science & Technology | Not a member | Committee established 2024; she is not listed on S&T committee |
Board attendance and engagement:
- FY 2023: 4 supervisory board meetings; each incumbent director attended at least 75% of board and committee meetings .
- FY 2024: 6 supervisory board meetings; each incumbent director attended at least 75% of board and committee meetings .
Board structure:
- In 2025, ATAI amended articles to move from a two‑tier to a one‑tier board; committee leadership and memberships (including Ms. Johnson as Audit and Nominating Chair) were maintained under the new structure .
Shareholder vote (reappointment):
| Proposal | For | Against | Abstain | Outcome |
|---|---|---|---|---|
| Re-appointment of Sabrina Martucci Johnson as supervisory director (May 16, 2023) | 53,780,277 | 2,437,117 | 111,780 | Re-appointed through 2026 AGM |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 56,702 | 63,000 | 70,451 |
| Notes | Annual director fee $40,000; committee chair/member fee schedule in effect | Same $40,000 base and committee schedule | Base fee increased to $45,000 effective May 17, 2024; committee chair/member fees increased (e.g., Audit Chair to $20,000; Nominating Chair to $10,000) |
Director fee schedule (policy highlights):
- Base annual retainer: $40,000 (through early 2024), increased to $45,000 effective May 17, 2024 .
- Committee chair/member fees (selected): Audit Chair $15,000 → $20,000; Audit Member $7,500 → $10,000; Nominating Chair $8,000 → $10,000; Nominating Member $4,000 → $5,000 (all increases effective May 17, 2024) .
- Science & Technology Committee introduced September 18, 2024: Chair $12,000; Member $6,000 .
Performance Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Option Awards ($, grant-date fair value under ASC 718) | 152,960 | 88,960 | 106,575 |
Director equity award terms:
| Term | 2022–2023 Policy | 2024 Policy (effective May 17, 2024) |
|---|---|---|
| Initial option grant upon election | 128,000 common shares | 206,000 common shares |
| Annual option grant (if serving ≥6 months and continuing post‑AGM) | 64,000 common shares | 64,000 common shares |
| Vesting – initial grant | 1/3 at first anniversary; remainder in 24 equal monthly installments to 3‑year anniversary | Same |
| Vesting – annual grant | Single installment by day before next AGM or first anniversary | Same |
| Exercise price | Fair market value on date of grant | Fair market value on date of grant |
| Change‑of‑control | All unvested options vest in full upon a change in control | Same |
Other Directorships & Interlocks
| Organization | Role | Current/Past | Committees/Details |
|---|---|---|---|
| Daré Bioscience, Inc. | Founder, CEO, Director | Current (since 2015) | Operates in women’s health; public biopharma |
| Aethlon Medical, Inc. | Director | Past (Jan 2018 – Apr 2022) | Audit, Compensation, Nominating & Corporate Governance Committees |
Expertise & Qualifications
- Designated “audit committee financial expert”; meets Nasdaq financial literacy and independence requirements for audit committee service .
- Founder/CEO experience scaling a public biopharma and launching innovative products into specialty markets .
- Education: Master of International Management (AGSIM/Thunderbird), MSc biochemical engineering (UCL), BSc biomedical engineering (Tulane) .
Equity Ownership
Beneficial ownership (including options exercisable within 60 days of stated date):
| As of date | Shares Beneficially Owned | Percent of Shares Outstanding |
|---|---|---|
| Sept 6, 2022 | 56,889 | <1% |
| Apr 10, 2023 | 145,778 | <1% (consists of 145,778 options exercisable within 60 days) |
Options outstanding at fiscal year end:
| Fiscal Year End | Options Outstanding |
|---|---|
| Dec 31, 2021 | 128,000 |
| Dec 31, 2022 | 192,000 |
| Dec 31, 2024 | 359,000 |
Alignment policies and pledging/hedging:
- Anti‑hedging policy prohibits directors and entities they control from engaging in hedging or similar transactions that offset decreases in ATAI equity value .
- 2023 proxy disclosed a pledge of ATAI shares by Apeiron (major shareholder); this disclosure did not reference Ms. Johnson .
Governance Assessment
- Independence and financial expertise: Ms. Johnson is affirmatively determined independent under Nasdaq rules, chairs Audit and Nominating, and is an “audit committee financial expert”—a strong signal for oversight quality and investor confidence .
- Engagement: Board met 4x in 2023 and 6x in 2024; audit committee met 8x (2023) and 7x (2024). Each incumbent director met the ≥75% attendance threshold, indicating baseline engagement .
- Compensation mix: Director pay is cash retainer plus stock options; base and committee fees increased in 2024, reflecting expanded committee structure and responsibilities (e.g., S&T committee) rather than guaranteed awards. Ms. Johnson’s 2024 cash fees were $70,451 and option grant fair value was $106,575 .
- Equity alignment: Options outstanding increased over time (128k → 192k → 359k), aligning incentives with shareholder value creation; option terms include change‑of‑control vesting, common in Biotech boards .
- Conflicts/related party: ATAI maintains a related person transaction policy under audit committee oversight; proxies reviewed did not identify pledging or related‑party transactions tied to Ms. Johnson, and the company’s anti‑hedging policy applies to directors .