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Joseph Edelman

Director at Athira Pharma
Board

About Joseph Edelman

Joseph Edelman (age 69) has served on Athira Pharma’s board since May 2020. He is founder and CEO of Perceptive Advisors (est. 1999) and serves on the board of Perceptive Capital Solutions Corp. He holds an MBA from NYU Stern (1986) and a BA magna cum laude in psychology from UC San Diego (1978) .

Past Roles

OrganizationRoleTenureCommittees/Impact
Perceptive AdvisorsFounder & CEO1999–presentLife sciences-focused hedge fund leadership
Perceptive Capital Solutions Corp.DirectorCurrent (disclosed)Board role at affiliated investment entity

External Roles

OrganizationRoleStatusNotes
Perceptive AdvisorsFounder & CEOActiveBiotech-focused investment manager
Perceptive Capital Solutions Corp.DirectorActiveBoard service disclosed by Athira

Board Governance

  • Committee memberships: Nominating & Corporate Governance Committee member .
  • Independence: Board determined Edelman is independent under Nasdaq rules; all committee memberships meet SEC/Nasdaq independence standards .
  • Attendance: In 2024, the board held seven meetings; every director attended at least 75% of board and relevant committee meetings. Seven of eight directors attended the 2024 annual meeting .
  • Board leadership: Independent Chair (Kelly A. Romano). CEO not chair; executive sessions of non‑employee directors held periodically .
  • Committee activity: Nominating & Corporate Governance Committee held two meetings in 2024 .

Fixed Compensation

ComponentAmountNotes
Fees earned (cash) for 2024$44,000Reflects $40,000 director retainer plus $4,000 nominating committee member fee
Annual cash retainer (policy)$40,000Non-employee director retainer
Nominating & Corporate Governance Committee – member fee (policy)$4,000 per yearCommittee membership fee
Other committee fees (policy)VariousAudit: $7,500 member/$15,000 chair; Compensation: $5,000 member/$10,000 chair; Compliance: $5,000 member/$10,000 chair

Performance Compensation

Equity AwardsDetailVesting/Terms2024 Values
Annual option award (policy)Stock options to purchase 20,900 shares granted on first trading day after annual meetingVests on earlier of 1-year from grant or day before next annual meeting; 10-year term; exercise price = FMV; full acceleration on change in controlPolicy—no per‑director share count disclosed in 2025 proxy
Initial option award (policy)Stock options to purchase 41,800 shares upon becoming a non‑employee director1/36 monthly vesting; 10‑year term; exercise price = FMVPolicy
2024 option grant – grant date fair value$43,404ASC 718 grant date fair value (company-wide methodology)Edelman’s 2024 option award fair value: $43,404

No director PSUs/RSUs disclosed for non-employee directors; equity compensation for directors is via stock options per policy .

Other Directorships & Interlocks

EntityRelationshipPotential Interlock/Conflict Consideration
Perceptive Life Sciences Master Fund Ltd.13.8% Athira holder; investment manager is Perceptive Advisors; Edelman is managing member and may be deemed beneficial ownerSignificant shareholder representation on Athira’s board via Edelman; board affirms independence under Nasdaq rules
Investors’ Rights Agreement (May 29, 2020)Included Perceptive Life Sciences Master Fund; registration rights expired 3 years post-IPOHistorical relationship; rights expired; related‑party transactions require audit committee approval under policy

Expertise & Qualifications

  • Life sciences investing expertise as founder/CEO of Perceptive Advisors .
  • Prior and current board experience (Perceptive Capital Solutions Corp.) .
  • Academic credentials: MBA (NYU Stern), BA magna cum laude (UC San Diego) .

Equity Ownership

Holder/InstrumentShares% OutstandingNotes
Beneficial ownership (Edelman aggregate)5,500,24814.1%Includes Perceptive Life Sciences Master Fund shares and options exercisable within 60 days
Perceptive Life Sciences Master Fund Ltd. (fund)5,402,96413.8%Investment manager: Perceptive Advisors; Edelman may be deemed beneficial owner
Edelman options exercisable within 60 days97,284—Counted in beneficial ownership; exercisable window as of record date
Shares outstanding at record date (Apr 4, 2025)39,042,445—Used to compute percentages above
  • Hedging/pledging: Company insider trading policy prohibits short sales, trading in derivative securities, hedging transactions, and pledging/margin accounts for directors and covered persons .

Governance Assessment

  • Independence and oversight: Despite Edelman’s affiliation with a major shareholder (Perceptive), Athira’s board has reviewed relationships and determined he is independent; committees meet independence standards . This mitigates, but does not eliminate, perceived influence risks from a 5%+ holder’s representative.
  • Attendance and engagement: Minimum 75% attendance threshold met; seven total board meetings; nominating committee met twice—indicates baseline engagement .
  • Compensation alignment: Director pay heavily equity‑linked via options, supporting investor alignment; 2024 mix was ~$44k cash and ~$43k option fair value .
  • Controls and policies: Robust related‑party transaction policy with audit committee oversight ; insider trading policy bans hedging/pledging ; independent chair structure ; scientific integrity expanded clawback policy (broader than financial restatement only) enhances accountability, though primarily focused on executives .
  • RED FLAGS:
    • Significant beneficial ownership via Perceptive (13.8%) with Edelman’s deemed beneficial ownership introduces potential conflicts in matters affecting large holders (e.g., financing, strategic transactions). Oversight mechanisms (independence determination; audit committee approval of related‑party transactions) are present .
    • No individual director attendance percentages disclosed; only threshold compliance noted .

Appendix: Committee Assignment Snapshot

CommitteeRole2024 Meeting Count
Nominating & Corporate GovernanceMember2 meetings