Mark Worthington
About Mark Worthington
Mark Worthington, age 59, has served as Athira Pharma’s General Counsel since June 2021 and is also the Chief Compliance Officer and Corporate Secretary. He previously spent over two decades at Summit Law Group (Seattle), where he chaired the corporate/securities practice and served as co-managing partner, advising life sciences and other companies on governance, compliance, public offerings, M&A and joint ventures. He holds a J.D. from the University of California College of the Law, San Francisco (1993) and a B.A. in American Studies from Stanford University (1988). These credentials position him as a seasoned corporate and securities executive supporting Athira’s strategic and regulatory execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Summit Law Group (Seattle) | Partner; Chair, Corporate/Securities; Co‑Managing Partner | Sep 1997–May 2021 | Advised private/public life sciences and other companies on governance, securities, offerings, M&A, JVs; counsel to executive teams on strategic legal/business matters |
External Roles
No additional external directorships or public company roles are disclosed for Mr. Worthington .
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2023 | 435,000 | 40% | 160,950 | 19,735 |
| 2024 | 450,000 | 40% | 207,000 | 24,523 |
Notes:
- Base salary increased from $435,000 to $450,000 effective Jan 1, 2024 .
- Non‑equity incentive payouts reflect the Executive Incentive Compensation Plan for 2023 performance paid in 2024 and 2024 performance paid in 2025 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Completion of analyses for specified clinical trial | 70% | 100% | Partially achieved (component of 90% corporate achievement) | Annual bonus based on Corporate Goals achievement plus discretionary retention add‑on | Paid in 2025 for 2024 performance |
| Completion of activities for specified clinical trial | 15% | 100% | Partially achieved | Same as above | Same as above |
| Other scientific program achievements | 5% | 100% | Partially achieved | Same as above | Same as above |
| Financial and business‑related achievements | 10% | 100% | Partially achieved | Same as above | Same as above |
| Retention cash add‑on (approved Oct 2024) | n/a | +0 ppt | +25 ppt to Corporate Goal achievement | Maximum payout capped at 140% of target; 2024 Corporate Goals achieved at 90%, producing 115% with retention add‑on | Paid in 2025 |
- Mr. Worthington’s 2024 bonus payout of $207,000 corresponds to 115% of his 40% target on $450,000 base salary under the program mechanics .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (as of Apr 4, 2025) | 586,187 shares (83,724 common; options exercisable within 60 days for 502,452) representing 1.5% of outstanding shares (39,042,445) |
| Insider trading and alignment policies | Hedging, short sales, derivative trading (other than compensatory awards), pledging, and margin accounts are prohibited for employees, executives, consultants, advisors, and directors under Athira’s insider trading policy . |
| Options outstanding (Dec 31, 2024) | 6/1/2021: 112,500 exercisable; 37,500 unexercisable; $15.34 strike; exp. 11/2/2031 . 1/18/2022: 109,375 exercisable; 40,625 unexercisable; $10.64; exp. 1/17/2032 . 1/19/2023: 95,833 exercisable; 54,167 unexercisable; $3.37; exp. 1/18/2033 . 2/14/2024: 45,833 exercisable; 174,167 unexercisable; $3.26; exp. 2/13/2034 . 10/1/2024 (retention): 36,667 exercisable; 73,333 unexercisable; $0.45; exp. 9/30/2034 . |
| RSUs outstanding (Dec 31, 2024) | 73,333 unvested RSUs; market value $43,024 using Dec 31, 2024 close of $0.5867 . |
| Vesting schedules | Retention options/RSUs granted Oct 2024 vest one‑third on Dec 31, 2024, one‑third on Jun 30, 2025, and one‑third on Dec 31, 2025, subject to continued service; full acceleration upon a Qualifying Merger, subject to continued service through the merger date . |
| Exercise price context | Dec 31, 2024 closing price was $0.5867; strikes at $0.45 are in‑the‑money, while $3.26+ strikes are out‑of‑the‑money at that date . |
| Stock ownership guidelines | Not disclosed; no pledging permitted by policy . |
Employment Terms
| Provision | Terms |
|---|---|
| Employment start and status | Offer letter signed May 2021; at‑will employment; executive officer since June 2021 . |
| Change in control (CIC) and severance agreements | Entered June 2021; double‑trigger cash severance if terminated without cause or for good reason during CIC period (one month prior to CIC through 12 months post‑CIC) . |
| Severance (non‑CIC) | Lump sum equal to 9 months of base salary; up to 9 months of COBRA premiums . |
| Severance (during CIC period) | Lump sum equal to 12 months of base salary; lump sum equal to 100% of target annual bonus; up to 12 months of COBRA premiums . |
| Equity acceleration under plans | Under 2020 EIP and 2024 Inducement Plan, unless awards are assumed/substituted by acquirer, all unvested options/RSUs vest in full upon change in control; performance awards deemed achieved at 100% of target; administrator may provide accelerated vesting . |
| Retention equity acceleration | Retention awards (Oct 2024) accelerate in full upon a Qualifying Merger, subject to continued service through merger date . |
| Clawback | Incentive awards subject to amended and restated Clawback Policy; administrator may recoup/reduce/cancel awards, including in connection with certain restatements due to material noncompliance and misconduct . |
| Tax gross‑ups | None; 280G “best‑net” cut or full payment to maximize after‑tax benefits . |
| Confidentiality/IP/arbitration | Executed standard confidential information, invention assignment and arbitration agreement . |
Compensation Structure Analysis
- Year‑over‑year changes show a modest base salary increase from $435,000 (2023) to $450,000 (2024), while the non‑equity incentive rose from $160,950 to $207,000, driven by a 115% Corporate Goals achievement rate and a 25‑point retention add‑on approved in Oct 2024 .
- Equity mix increased via Oct 2024 retention awards (110,000 options; 110,000 RSUs) with accelerated vesting upon a Qualifying Merger, indicating retention emphasis amid strategic shifts following LIFT‑AD readout .
- Prior RSU vesting schedule was amended in Dec 2022 to align with enrollment completion (Jan 2024) and LIFT‑AD readout (Sep 2024), reflecting responsiveness to changed performance conditions; 100% acceleration applies if terminated without cause within 12 months post‑CIC under the 2020 EIP framework .
- No tax gross‑ups; hedging/pledging prohibited—both positive governance signals for alignment .
Related Party Transactions
- Mr. Worthington was a party to the May 29, 2020 Investors’ Rights Agreement alongside certain stockholders and directors; registration rights under this agreement expired three years post‑IPO .
Equity Ownership & Alignment Detail (Award‑level)
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Notes |
|---|---|---|---|---|---|---|
| 6/1/2021 | Option | 112,500 | 37,500 | 15.34 | 11/2/2031 | Vests 25% annually over 4 years |
| 1/18/2022 | Option | 109,375 | 40,625 | 10.64 | 1/17/2032 | Vests 1/48 monthly over 4 years |
| 1/19/2023 | Option | 95,833 | 54,167 | 3.37 | 1/18/2033 | Vests 1/36 monthly over 3 years |
| 2/14/2024 | Option | 45,833 | 174,167 | 3.26 | 2/13/2034 | Vests 1/48 monthly over 4 years |
| 10/1/2024 | Option | 36,667 | 73,333 | 0.45 | 9/30/2034 | Retention option; one‑third vested 12/31/24, one‑third on 6/30/25, one‑third on 12/31/25 |
| 10/1/2024 | RSU | — | 73,333 | n/a | n/a | Retention RSUs; same three‑tranche vesting; MV $43,024 at $0.5867 close on 12/31/24 |
Employment Terms (Change‑in‑Control Economics)
| Trigger | Cash Severance | Bonus Severance | COBRA | Equity Acceleration |
|---|---|---|---|---|
| Non‑CIC termination (without cause/for good reason) | 9 months base salary | — | Up to 9 months | Litton‑specific option noted; not applicable to Worthington |
| CIC‑period termination (without cause/for good reason) | 12 months base salary | 100% of target bonus | Up to 12 months | Full acceleration unless awards are assumed/substituted; performance awards at 100% |
| Qualifying Merger (retention awards) | — | — | — | Retention options/RSUs accelerate in full if serving through merger date |
Investment Implications
- Alignment: Worthington holds 83,724 shares plus 502,452 options exercisable within 60 days, with additional unvested retention RSUs/options vesting on June 30 and Dec 31, 2025; hedging/pledging prohibitions reduce misalignment risk .
- Retention pressure: Upcoming vesting dates and single‑trigger acceleration on a Qualifying Merger create potential selling windows and event‑driven incentives; however, blackout periods and insider policy constraints apply .
- Change‑of‑control economics: Double‑trigger cash/bonus/COBRA benefits and broad equity acceleration (unless assumed) could influence executive stability amid strategic alternatives; absence of gross‑ups is shareholder‑friendly .
- Compensation signals: 2024 retention cash add‑on and amended RSU schedules reflect targeted retention and continuity during a restructuring and pipeline pivot—supporting execution but warranting monitoring for future discretionary awards .