Srinivas Rao
Atai BeckleyAbout Srinivas Rao
Srinivas Rao, M.D., Ph.D., age 56, is co-founder and Chief Executive Officer of AtaiBeckley (formerly atai Life Sciences). He served as CSO beginning April 2019, became Co-CEO on June 1, 2024, and was appointed CEO on January 1, 2025; shareholders approved his appointment as managing director for a three-year term ending at the 2028 AGM . Dr. Rao holds an M.D., Ph.D. in Neuropharmacology, M.S., and B.S. in Electrical Engineering from Yale University . Under his leadership, the company completed a strategic combination with Beckley Psytech and secured FDA Breakthrough Therapy designation for BPL-003 in TRD, positioning for Phase 3 in 2026 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axial Biotherapeutics | Chief Medical Officer | Aug 2017 – Mar 2019 | Led clinical strategy at microbiome-focused biotech |
| Depomed (now Assertio) | Chief Medical Officer | Jul 2014 – Jul 2017 | Oversaw clinical development in pain/CNS portfolio |
| Retrophin | EVP, Head of Neuroscience | Dec 2013 – Mar 2014 | Guided neuroscience initiatives |
| Kyalin Biosciences | Chief Executive Officer | Oct 2011 – Dec 2013 | Founded/led CNS-focused biotech venture |
| Cypress Bioscience; Kalyra, Avelas, Sova, ReVision Therapeutics | Various leadership roles | Not disclosed | Multiple leadership positions at biotech companies |
| atai Life Sciences | Chief Scientific Officer; Co-CEO | Apr 2019 – Dec 2024 | Built psychedelic/CNS pipeline and clinical strategy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in proxy | — | — | The 2025 DEF 14A lists prior executive roles but no current external public-company directorships for Dr. Rao . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $550,000 | $572,000 (approved Mar 1, 2024) |
| Salary Paid ($) | $550,000 | $568,333 |
| Target Bonus (% of Salary) | 50% | 50% |
| Annual Bonus Paid ($) | $233,750 | $255,777 |
Notes:
- 2024 corporate, clinical, and financing goals were determined achieved at 90%, and bonuses were generally paid at 90% of target .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Short-term cash bonus (FY 2024) | Corporate, clinical, financing goals | Not disclosed | 100% of target | 90% achievement | 90% of target | Paid in Feb 2025 |
| Equity option grants (FY 2024) | Options granted | — | 800,000 options | Grant completed | Grant-date fair value in Option Awards column | Vesting per plan (see table below) |
Additional details:
- Certain options granted to named executive officers include performance-based vesting conditions; specific metrics are not disclosed in the proxy .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 4,351,344 shares (2.1% of common shares outstanding as of Apr 2, 2025) |
| Direct and Spousal Shares | 212,942 shares owned by Dr. Rao; 3,500 by spouse |
| Options Exercisable ≤60 Days | 4,134,902 options exercisable/vesting within 60 days of Apr 2, 2025 |
| Vested vs. Unvested Breakdown | See outstanding equity awards table below; multiple grants with exercisable and unexercisable portions |
| Hedging Policy | Company prohibits hedging transactions by directors/officers/employees |
| Pledging | No pledging disclosed for Dr. Rao; note Apeiron pledged 40,569,415 shares (major shareholder) |
| Ownership Guidelines | Not disclosed in proxy |
Outstanding Equity Awards (as of Dec 31, 2024)
| Vesting Start | Exercisable Options (#) | Unexercisable Options (#) | Performance Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| 4/1/2019 | 1,307,408 | — | — | 2.44 | 8/20/2030 |
| 4/1/2019 | — | — | 248,889 | 2.50 | 8/20/2030 |
| 8/21/2020 | 840,000 | — | — | 2.44 | 8/20/2030 |
| 1/20/2021 | 517,149 | — | 226,616 | 5.68 | 8/20/2030 |
| 4/29/2021 | 650,768 | 59,184 | — | 11.71 | 8/20/2030 |
| 3/2/2022 | 625,944 | 151,456 | — | 5.65 | 3/1/2032 |
| 3/14/2023 | 262,500 | 337,500 | — | 1.18 | 3/14/2033 |
| 1/1/2024 | — | 800,000 | — | 1.84 | 3/13/2034 |
| RSUs | 175,000 RSUs unvested; $232,750 market value (12/31/24 price $1.33) |
Vesting terms: Post-IPO options generally vest 25% at first anniversary, then 75% monthly over 36 months until the fourth anniversary, subject to continued service; certain options have performance conditions .
Modifications: Pre-IPO options were amended in Oct 2024 to extend term by five years; incremental fair value for Dr. Rao’s options recorded as $1,477,815 in 2024 .
Employment Terms
| Provision | Base Case (No Change of Control) | Change-of-Control (COC) Case |
|---|---|---|
| Severance Trigger | Termination without “Cause” or resignation for “Good Reason” | Termination without Cause or resignation for Good Reason within 12 months of COC |
| Cash Severance | 9 months base salary continuation | Lump sum equal to 1x annual base salary + target bonus |
| Bonus | Prior-year earned but unpaid bonus | Prior-year earned but unpaid bonus |
| COBRA/Health | Up to 9 months reimbursement | Up to 12 months reimbursement |
| Equity Acceleration | Not specified beyond plan terms | Accelerated vesting of all time-based unvested awards; performance awards per award terms |
| Option Exercise Window | — | Extended to earlier of 12 months post-termination or option expiry |
| Definitions | “Cause” includes felony/moral turpitude, gross negligence/willful misconduct, policy violations, illegal drug/alcohol use impairing duties, causing legal violations, repeated failure to perform/material breach; “Good Reason” generally company material breach (subject to notice/cure) | |
| Clawback | Company adopted Rule 10D-1 compliant clawback policy effective Oct 2, 2023 | |
| Managing Director Term | 3-year term ending at AGM in 2028 |
Board Governance
- Governance model was revised to a one-tier board (executive and non-executive directors); Dr. Rao serves as an executive director (managing director) per shareholder approval .
- Committee independence: all committee members are independent under Nasdaq rules; compensation committee meets without executive officers when approving CEO compensation .
- Supervisory board meeting attendance in FY 2024: each incumbent director attended ≥75% of board and committee meetings .
Committee memberships:
| Name | Audit | Compensation | Nominating | Science & Technology |
|---|---|---|---|---|
| Scott Braunstein, M.D. | Member | — | — | Chair |
| Laurent Fischer, M.D. | — | Member | — | Member |
| Sabrina Martucci Johnson | Chair | — | Chair | — |
| Amir Kalali, M.D. | Member | — | Member | Member |
| Andrea Heslin Smiley | Member | Chair | Member | — |
Shareholder votes (AGM May 15, 2025):
- Appointment of Srinivas Rao as managing director: For 103,390,956; Against 764,495; Abstain 4,538,197; Broker non-votes 28,774,126 .
Dual-role implications:
- Dr. Rao’s CEO/executive director dual role is balanced by independent committees and policies requiring the compensation committee to deliberate CEO compensation without executive presence .
Director Compensation
| Element | Amount/Terms |
|---|---|
| Annual Director Fee (non-employee) | $45,000 effective May 17, 2024 ($40,000 prior) |
| Committee Chair/Membership Fees | Audit Chair $20k; Audit member $10k; Compensation Chair $15k; Compensation member $7.5k; Nominating Chair $10k; Nominating member $5k; Lead Independent $42.5k; Board Chair $30k; Science & Tech Chair $12k; S&T member $6k |
| Initial Option Grant (non-employee) | 206,000 options at appointment |
| Annual Option Grant (non-employee) | 64,000 options at AGM if serving ≥6 months |
| Option Terms | FMV exercise price at grant; 10-year expiry; initial options vest 1/3 at 1-year then monthly over 24 months; annual options vest by next AGM or 1 year; all unvested options vest on COC |
Note: Director fees/policy above apply to non-employee directors; Dr. Rao is an executive director and is covered under executive compensation structures .
Performance & Track Record
| Date | Milestone | Detail |
|---|---|---|
| Nov 5, 2025 | Strategic combination completed | atai + Beckley Psytech closed all-share deal; Dr. Rao leads combined company; board expanded; funding expected to extend operations into 2029 |
| Oct 16, 2025 | FDA Breakthrough Therapy designation | BPL-003 (mebufotenin nasal spray) granted BTD for TRD; Phase 2b data showed rapid/durable effects; Phase 3 expected to initiate Q2 2026 subject to FDA alignment |
| Nov 12, 2025 | Q3 2025 update | End-of-Phase 2 meeting scheduled; OLE Phase 2b data positive; EMP-01 Phase 2a enrollment completed; $150M offering closed; liquidity expected into 2029 |
| Aug 14, 2025 | Q2 2025 update | Strategic combination planned; BPL-003 core Phase 2b met primary and key secondary endpoints; positive efficacy up to 8 weeks after single dose |
Compensation Structure Analysis
- Shift to options: Dr. Rao’s 2024 Option Awards totaled $2,628,100 versus $528,000 in 2023, reflecting increased equity-based compensation and an October 2024 modification extending pre-IPO option terms (incremental fair value $1,477,815), which can indicate retention emphasis and potential overhang if options are in-the-money .
- Cash incentive discipline: 2024 short-term incentive paid at 90% of target based on goal achievement, signaling performance linkage .
- Equity vesting/COC protection: Double-trigger COC benefits include accelerated vesting of time-based awards and extended exercise windows, aligning retention with transaction continuity while creating potential insider selling windows post-COBRA period .
Risk Indicators & Red Flags
- Option repricing/modification: Extension of pre-IPO option maturities in Oct 2024 increased fair value; while not a repricing, maturity extension is a governance-sensitive modification .
- Hedging prohibited: Reduces misalignment risk; no Rao pledging disclosed; note large shareholder Apeiron has pledged shares, posing broader governance considerations .
- Related party safeguards: Formal related party transaction policy and independent committees mitigate conflict risk .
Equity Awards Detail (Vesting Schedules)
- Post-IPO options typically vest 25% at year 1 then monthly over 36 months; time-based components accelerate on COC or death/disability; some grants include performance conditions .
Employment Contracts, Severance & Change-of-Control Economics
- Base case severance: 9 months base salary; prior-year bonus; 9 months COBRA reimbursement .
- Double-trigger COC severance: 1x salary + target bonus lump sum; prior-year bonus; 12 months COBRA; full acceleration for time-based equity; extended option exercise period .
- Clawback: Mandatory recovery of erroneously awarded incentive compensation for 3 years preceding restatement per Rule 10D-1 .
Investment Implications
- Alignment: Significant option-based exposure (4.13M options exercisable within 60 days) with multi-year vesting aligns Dr. Rao’s incentives to long-term equity value and clinical milestones; hedging prohibitions strengthen alignment .
- Retention vs. selling pressure: COC terms and option maturity extension may create windows for liquidity post-transaction, but lock-ups and vesting mechanics temper immediate selling pressure; monitor insider Form 4s around major catalysts and after COC events .
- Execution leverage: BPL-003’s BTD and planned Phase 3 entry in 2026 under Dr. Rao’s leadership provide clear value inflection points; funding runway into 2029 reduces near-term financing risk and supports strategic continuity .
- Governance: One-tier board with independent committees and clawback policy mitigates dual-role concerns; continued scrutiny warranted on equity award modifications and large shareholder pledging practices .