Mark Litton
About Mark Litton
Mark J. Litton, Ph.D. (age 57) is President, CEO and Director of Athira Pharma (since Oct 2021); he previously served as COO (Jul 2019–Oct 2021). He holds a Ph.D. in Immunology (Stockholm University), an MBA (Santa Clara University), and a B.A. in Biochemistry & Molecular Biology (UC Santa Cruz) . Board leadership is separated (independent Chair), limiting dual‑role concerns as he is not Chair and is the only non‑independent director . 2024 corporate bonus paid out at 115% of target based on weighted clinical and operational goals, indicating pay outcomes linked to trial execution .
Athira EBITDA trend (pre‑commercial stage) – values from S&P Global Capital IQ:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| EBITDA ($USD) | -93.2M* | -126.1M* | -95.8M* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Alpine Immune Sciences | President & COO | Aug 2018 – Apr 2019 | Senior operator at public biotech during pipeline development |
| Alder BioPharmaceuticals (co‑founder) | Chief Business Officer; Treasurer & Secretary | 2004 – 2018 | Co‑founded company; led BD through to M&A by Lundbeck (2019) |
| Celltech Group (incl. Chiroscience) | VP Business Development | 1999 – 2004 | Partnered and commercialized novel therapeutic programs |
| Ribozyme Pharmaceuticals (Sirna/Alnylam) | Manager, Business Development | 1997 – 1999 | Structured alliances with Eli Lilly, Roche, GlaxoWellcome |
| DNAX Research Institute (Schering‑Plough/Merck) | Research Associate | 1991 – 1994 | Early research foundation in immunology |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in proxy | — | — | No current external public-company directorships disclosed in 2025 proxy materials |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 585,000 | 625,000 (effective Jan 1, 2024) |
| Target bonus (% of salary) | — | 55% of base salary |
| Non‑equity incentive paid ($) | 297,619 (for 2023 performance, paid 2024) | 395,313 (for 2024 performance, paid 2025) |
| Stock awards ($) | — | 138,353 |
| Option awards ($) | 1,378,860 | 1,991,260 |
Performance Compensation
2024 annual bonus used a corporate scorecard (max 140% payout) and included a cash retention uplift (+25 percentage points). The compensation committee determined 90% achievement of Corporate Goals; with the +25 pp retention uplift, payout equaled 115% of target . CEO target bonus was 55% of base salary; actual 2024 payout was $395,313 .
| Metric | Weighting | Target | Actual | Payout mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Clinical trial analyses (specified trial) | 70% | Company goals set by Board/Committee | Contributed to 90% corporate achievement | Corporate achievement 90% + 25 pp retention uplift = 115% of target; CEO target = 55% of salary; paid $395,313 | Paid in 2025 per plan |
| Clinical trial activities (specified trial) | 15% | As above | Included in 90% corporate achievement | Same as above | — |
| Other scientific program achievements | 5% | As above | Included in 90% corporate achievement | Same as above | — |
| Financial & business achievements | 10% | As above | Included in 90% corporate achievement | Same as above | — |
Performance RSUs (granted Nov 2021; applied to 2023 grant for CFO) were amended in Dec 2022 due to changed circumstances: remaining two-thirds vest on LIFT‑AD enrollment completion (Jan 2024) and at LIFT‑AD topline readout (Sep 2024) .
Equity Ownership & Alignment
- Beneficial ownership and alignment
- Hedging, shorting, options trading and pledging of company stock are prohibited for directors and officers (reduces misalignment/pledge risk) .
- Clawback policy complies with Nasdaq and additionally covers scientific retractions/corrections due to misconduct (extends accountability beyond financials) .
| Ownership detail (as of Apr 4, 2025) | Shares |
|---|---|
| Directly held by Mark Litton | 242,591 |
| Indirect (Irrevocable Trust of OSL) | 6,563 |
| Indirect (Irrevocable Trust of SWL) | 6,563 |
| Indirect (Irrevocable Trust of WGL) | 6,563 |
| Options exercisable within 60 days | 1,228,747 |
| Total beneficial ownership | 1,491,027 |
| Ownership % of shares outstanding | 3.7% (based on 39,042,445 shares O/S) |
- Outstanding equity awards (12/31/2024)
| Grant date | Exercisable | Unexercisable | Exercise price ($) | Expiration | Notes |
|---|---|---|---|---|---|
| 07/01/2019 | 100,880 | — | 1.35 | 08/14/2029 | 25% extra vest on certain non‑CIC terminations for this grant |
| 08/26/2020 | 46,657 | — | 17.00 | 09/16/2030 | — |
| 01/08/2021 | 63,750 | 21,250 | 21.15 | 02/17/2031 | 4‑year annual vest |
| 01/27/2022 | 291,667 | 108,333 | 9.91 | 01/26/2032 | Monthly vest over 4 years |
| 01/27/2023 | 271,528 | 153,472 | 4.11 | 01/26/2033 | Monthly vest over 3 years |
| 02/15/2024 | 135,417 | 514,583 | 3.66 | 02/14/2034 | 650,000 total; monthly over 4 years |
| 10/03/2024 | 108,333 | 216,667 | 0.43 | 10/02/2034 | Retention option; 1/3 vested 12/31/24; next 6/30/25 & 12/31/25 |
| 10/03/2024 RSU | — | — | — | 10/02/2034 | 216,667 unvested at 12/31/24; vests 6/30/25 and 12/31/25; MV $127,117 at $0.5867 |
- Upcoming 2025 vesting events
- Retention awards granted Oct 2024: remaining two equal installments for both 325,000 options and 325,000 RSUs vest on June 30, 2025 and December 31, 2025, subject to service (1/3 vested on Dec 31, 2024) .
- 2024 option (650,000 shares) continues monthly vesting through 2028 .
Employment Terms
| Term | Detail |
|---|---|
| Employment status | At‑will; confirmatory letter superseding prior agreements |
| 2024 base salary | $625,000 (effective Jan 1, 2024) |
| Target annual bonus | 55% of base salary |
| Severance (non‑CIC) | If terminated without cause/for good reason outside CIC window: 12 months salary; up to 12 months COBRA; 25% extra vest on 2019 option grant |
| Severance (CIC period: 1 mo pre–12 mo post) | 18 months salary; 150% of target bonus; up to 18 months COBRA; 100% vesting of time‑based equity upon qualifying termination (double‑trigger) |
| Equity rollover if not assumed | Full vesting of 2014 Plan awards if not assumed/substituted in a CIC |
| 280G treatment | Best‑net (“cutback”)—no tax gross‑ups |
| Clawback | Nasdaq‑compliant; also covers scientific retractions/corrections due to misconduct/negligence |
| Insider trading policy | Prohibits short sales, options trading (outside comp), hedging, pledging, and margin accounts |
Board Governance
- Board service: Director since 2021; currently Class I, term expiring 2027 .
- Committees: No committee memberships listed for Dr. Litton; independent directors populate all key committees .
- Chair/CEO split: Independent Chair (Kelly A. Romano); CEO not Chair; rationale is to focus operational leadership and maintain independent oversight .
- Attendance: Board held seven meetings in FY 2024; each director attended ≥75% of board and committee meetings .
Compensation Structure Analysis
- Mix and risk: CEO pay remains heavily equity‑weighted (notably $1.99M in 2024 option grant value), with incremental RSU usage via 2024 retention awards—introduces lower‑risk equity relative to options but is tied to near‑term service dates (Dec 2024 / Jun 2025 / Dec 2025) .
- Goal flexibility: 2021 performance RSUs were amended in Dec 2022 to reset milestones (from LIFT‑AD readout cadence to enrollment completion and readout), indicating committee discretion under changed circumstances (watch for precedent) .
- 2024 retention overlay: A 25‑point uplift to corporate goal achievement added a retention dimension to the cash bonus, raising the payout to 115% of target despite 90% pure performance attainment .
- Governance guardrails: Double‑trigger CIC acceleration; best‑net 280G cutback (no gross‑ups); broadened clawback to scientific integrity—shareholder‑friendly features .
Performance & Track Record
- Organization events: 2024 reduction in force with CFO and COO departures; severance and short-term consulting arrangements disclosed—signals transition and potential execution risk .
- Listing/compliance context: 2025 proxy proposes a reverse split (5:1 to 20:1 range) after bid‑price deficiency; intended to maintain Nasdaq listing—indicates capital market pressure typical for pre‑revenue R&D companies .
- EBITDA trend: 2022–2024 negative EBITDA consistent with clinical-stage investment cycle (see table above; S&P Global values).
Director Service and Compensation (Board role)
- Independence: Board affirmed all directors except Dr. Litton are independent; committees comprise independent directors only .
- Director pay (context): Compensation table covers non‑employee directors only; employee directors (e.g., CEO) are not included in director fee programs .
Employment Contracts, Severance, and Change-of-Control Economics
- Non‑CIC termination: 12 months salary; 12 months COBRA; partial acceleration on 2019 option grant .
- CIC termination: 18 months salary; 150% target bonus; 18 months COBRA; 100% time‑based equity acceleration (double trigger) .
- No tax gross‑ups; best‑net cutback if 280G triggered .
Equity Vesting Schedules and Potential Selling Pressure
| Award | Shares/Units | Next vest dates | Notes |
|---|---|---|---|
| Retention Options (10/03/2024) | 325,000 | 06/30/2025; 12/31/2025 | 1/3 vested 12/31/2024; service‑based; exercise price $0.4257 |
| Retention RSUs (10/03/2024) | 325,000 (216,667 unvested @ 12/31/24) | 06/30/2025; 12/31/2025 | Value at 12/31/24 for unvested: $127,117 at $0.5867 |
| Time‑based Options (02/15/2024) | 650,000 | Monthly through 2028 | 4‑yr monthly vest; $3.66 strike |
These create defined 2025 liquidity windows, subject to blackout/trading plan controls under the insider policy .
Equity Ownership Guidelines, Pledging and Hedging
- Hedging/pledging: Prohibited, including short sales, derivatives, and holding in margin accounts (mitigates leverage/forced‑sale risks) .
- Ownership guidelines: Not disclosed in proxy (no evidence of formal CEO ownership multiple) .
Related Party Transactions
- Investors’ Rights Agreement (May 2020) included Dr. Litton and certain directors/holders; registration rights expired on the third anniversary of the IPO .
- Indemnification agreements and D&O insurance in place for officers and directors .
Investment Implications
- Alignment and retention: Meaningful beneficial ownership (3.7%) plus multi‑year options and 2024 RSU/option retention awards support alignment but also create 2025 vest‑driven supply overhang risk if windows are open .
- Pay‑for‑performance: 2024 payout was formulaic (90% achievement) but enhanced via a retention overlay (+25 pp), moderately diluting pure performance sensitivity; monitor future use of such overlays .
- Governance quality: Independent Chair, double‑trigger CIC, no gross‑ups, and expanded clawback (including scientific integrity) are strong shareholder‑protection features .
- Execution risk: EBITDA remains negative as expected for clinical stage; 2024 RIF and executive turnover plus reverse split to maintain listing underscore financing and development risk—watch cash runway, trial milestones, and any strategic transactions that could trigger accelerated vesting (Qualifying Merger) .
- Trading signals: Two sizable vest dates (Jun 30 and Dec 31, 2025) from retention awards may correlate with potential insider selling windows; insider policy prohibits hedging/pledging but not routine sales—monitor Form 4 filings into these dates .
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