Michael Panzara
About Michael Panzara
Michael Panzara, M.D., M.P.H., age 58, has served as an independent director of Athira Pharma since March 2022, and is a Class I director with a term through 2027 . He is Chief Medical Officer at Neurvati Neurosciences (a Blackstone Life Sciences portfolio company) since October 2022; previously he held senior development roles at Wave Life Sciences, Sanofi Genzyme, and Biogen, and taught neurology at Harvard Medical School with clinical appointments at Brigham & Women’s Hospital and Massachusetts General Hospital . Education: B.A. Biology, University of Pennsylvania (1989); M.D., Stanford University School of Medicine (1994); M.P.H., Harvard School of Public Health (2002) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Neurvati Neurosciences, Inc. | Chief Medical Officer | Oct 2022–present | — |
| Wave Life Sciences Ltd. | CMO; Head Therapeutics Discovery & Development | CMO Nov 2018–May 2020; CMO & Head May 2020–Oct 2022 | — |
| Wave Life Sciences Ltd. | Franchise Lead, Neurology | Jul 2016–Nov 2018 | — |
| Sanofi Genzyme | Head, Multiple Sclerosis/Neurology/Ophthalmology Therapeutic Area (Global Dev.) | Not disclosed | — |
| Biogen | Vice President & Chief Medical Officer, Neurology | Not disclosed | — |
| Harvard Medical School; BWH & MGH | Instructor in Neurology; Clinical appointments | Not disclosed | — |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Neurvati Neurosciences, Inc. | Chief Medical Officer | No | Blackstone Life Sciences portfolio company |
| Wave Life Sciences Ltd. | Senior executive roles | No director role disclosed | Public company employment, not board service |
| Other public company directorships | — | None disclosed | Biography lists no other public boards |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance; Chairman, Compliance Committee (established September 2024; first convened February 2025) .
- Independence: Board determined he is independent under Nasdaq rules; also independent for committee service standards .
- Attendance and engagement: Board held 7 meetings in FY2024; each director attended at least 75% of board and assigned committee meetings; Nominating & Governance held 2 meetings; Compensation held 4; Audit held 5; Compliance first convened in Feb 2025 .
- Board leadership: Chairwoman of the Board is Kelly A. Romano; executive sessions of non‑employee directors chaired by the board chair or committee chair as appropriate .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Committee Cash Structure (policy) | Notes |
|---|---|---|---|
| 2024 | 46,989 | Policy retainer schedule: Director $40,000; Chair, Board $30,000; Audit Chair $15,000 / Member $7,500; Compensation Chair $10,000 / Member $5,000; Nominating Chair $8,000 / Member $4,000; Compliance Chair $10,000 / Member $5,000 (paid quarterly, prorated) | Panzara served as Nominating member and Compliance Chair; cash paid reflects prorating and policy mechanics |
Performance Compensation
| Equity Component | Terms | Vesting | Value/Limit |
|---|---|---|---|
| Initial Option Award | 41,800 options on becoming non‑employee director; 10‑yr max term; exercise price = FMV at grant | 1/36 monthly over 3 years, subject to service | Annual director comp cap $500k; $750k in initial year (value per GAAP) |
| Annual Option Award | 20,900 options after each annual meeting; 10‑yr max term; exercise price = FMV at grant | Vests on earlier of 1‑year from grant or day before next annual meeting; prorated if <12 months service since prior meeting | Director comp cap as above |
| Change‑in‑Control | Outstanding director equity vests fully at CoC if serving as director through CoC date | Immediate vesting upon CoC | — |
| 2024 grant‑date fair value (options) | $43,404 (aggregate grant‑date fair value for 2024) | — | Director table shows option value per ASC 718 |
Other Directorships & Interlocks
| Person/Entity | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Joseph Edelman / Perceptive Life Sciences | Edelman is a director and managing member of Perceptive Advisors; Perceptive owns 14.1% of ATHA | Major holder influence; board affirmed all non‑CEO directors (including Panzara) are independent, considering beneficial ownership |
| Michael Panzara | Other public company boards | None disclosed in proxy biography |
Expertise & Qualifications
- Clinical development leadership across neurology (Sanofi Genzyme, Biogen, Wave Life Sciences); current CMO at Neurvati Neurosciences .
- Academic training and appointments in neurology; MD (Stanford), MPH (Harvard), BA Biology (Penn); instructor at Harvard with clinical roles at BWH and MGH .
- Governance experience via Nominating & Governance Committee membership and chairing Compliance Committee overseeing scientific and healthcare compliance risk .
Equity Ownership
| Holder | Beneficially Owned (Number of Shares) | % Outstanding | Composition/Notes |
|---|---|---|---|
| Michael Panzara | 71,853 | <1% | Consists of options exercisable within 60 days of April 4, 2025 |
- Hedging/pledging: Directors are prohibited from hedging and pledging company securities under ATHA’s Insider Trading Policy .
Governance Assessment
-
Strengths:
- Independent director with deep neurology R&D credentials; chairs newly formed Compliance Committee focused on scientific integrity and healthcare regulatory compliance—enhances board oversight of core operational risks .
- Attendance threshold met (≥75% of board/committee meetings), indicating engagement; board held 7 meetings; relevant committees active (Audit 5, Compensation 4, Nominating & Governance 2) .
- Director equity awards are standardized options with FMV strike and 10‑year term; clear vesting; CoC acceleration disclosed; annual compensation caps in place—reduces pay creep risk and aligns incentives .
-
Watch items / potential red flags:
- Low personal beneficial ownership (<1%, composed of options only) may signal limited “skin-in-the-game” versus directors with material share ownership; monitor future equity uptake and exercise behavior .
- Major shareholder presence (Perceptive at 14.1%; Edelman on board) can create influence dynamics; board explicitly reviewed such relationships in independence determinations, but continued vigilance on related-person transaction oversight is warranted .
- Compliance Committee is new (established Sept 2024; first convened Feb 2025); effectiveness will depend on cadence, reporting, and integration with Audit risk oversight—track charter execution and joint risk analyses .
-
Policy protections:
- Insider Trading Policy bans hedging, pledging, short sales, margin accounts; mitigates misalignment risks .
- Audit Committee reviews related-party transactions; formal policy requires pre‑approval and bars conflicted member participation .
Fixed Compensation (Detail of Policy Schedule)
| Cash Element | Annual Amount ($) | Applies to Panzara (2024) |
|---|---|---|
| Non‑employee Director Retainer | 40,000 | Yes |
| Nominating & Governance Committee – Member | 4,000 | Yes |
| Compliance Committee – Chair | 10,000 | Yes |
| Other Committee Member/Chair Fees | See schedule (Audit member $7,500; Audit chair $15,000; Comp member $5,000; Comp chair $10,000; Nominating chair $8,000; Compliance member $5,000) | Not applicable (Panzara not listed on Audit/Comp; not N&G chair) |
- Fees paid quarterly, prorated for service changes .
Performance Compensation (Director Equity Grant Design)
| Award Type | Shares | Vesting | Term/Exercise Price | CoC Treatment | Annual Cap |
|---|---|---|---|---|---|
| Initial Option Award | 41,800 | 1/36 monthly | 10‑yr max; FMV strike | Full acceleration | $750k initial year |
| Annual Option Award | 20,900 | Vests at 1 year or before next annual meeting; prorated if partial year | 10‑yr max; FMV strike | Full acceleration | $500k per fiscal year |
| 2024 Grant‑date Fair Value (Options) | $43,404 | — | — | — | Within cap |
Other Notes
- Insider trades: No Form 4 transactions for Dr. Panzara are disclosed in the 2025 proxy; additional Form 4 analysis can be provided on request .
Related Party Transactions (Policy Overview)
- Formal policy requires Audit Committee pre‑approval/ratification; exempts certain de minimis or broadly shared transactions; conflicted Audit Committee members are recused; approval criteria include benefits, materiality, alternatives, and market terms .
- Existing investors’ rights agreements from IPO era noted (including entities affiliated with other directors), but registration rights expired after three years; no Panzara‑specific related‑party transactions disclosed .
Governance Conclusion
- Overall, Panzara’s independence, specialized neuroscience development expertise, and leadership of the Compliance Committee support board effectiveness in Athira’s core risk areas. Cash compensation is modest; equity compensation is standardized options with governance safeguards (caps, FMV strike, clear vesting). Key watchpoint is his low direct ownership (<1%) and the board’s dynamic with a significant shareholder on the board; mitigants include strict insider trading prohibitions and formal related‑party oversight .