Andrea Matthews
About Andrea Matthews
Andrea Matthews is Chief Business Officer at Astria Therapeutics (ATXS), serving in the role since April 2023. She is 43 as of April 28, 2025, with prior progression through Corporate Affairs leadership roles at Astria since 2014 and earlier alliance management and operations leadership at Selventa/Genstruct. Matthews holds an MBA from MIT Sloan and a B.A. in Biochemistry and Molecular Biology from Boston University . Company performance context during her tenure shows cumulative TSR value of a $100 investment of 60 in 2023 and 166 in 2024, with GAAP net losses of $72.9M in 2023 and $94.3M in 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Astria Therapeutics | Senior Director, Operations & Corporate Development | Jul 2014 – Oct 2015 | Built operations and corporate development foundation supporting scale-up |
| Astria Therapeutics | Executive Director, Corporate Affairs | Nov 2015 – Aug 2017 | Led Corporate Affairs during pivotal development transitions |
| Astria Therapeutics | Vice President, Corporate Affairs | Aug 2017 – Sep 2020 | Oversaw corporate affairs as programs advanced |
| Astria Therapeutics | Senior Vice President, Corporate Affairs | Oct 2020 – Apr 2023 | Senior leadership for corporate affairs and strategy |
| Astria Therapeutics | Chief Business Officer | Apr 2023 – present | Leads business and corporate strategy, partnerships and growth initiatives |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Selventa (formerly Genstruct) | Vice President, Operations & Alliance Management / Commercial Operations | Not disclosed | Managed biomarker discovery collaborations; alliance and commercial operations with pharma/CP partners |
| Selventa/Genstruct | Director, Alliance Management | Not disclosed | Led alliance management across external partnerships |
Performance Context (Company-level)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of $100 investment (TSR) | 116 | 60 | 166 |
| Net Income/(Loss) ($USD thousands) | (51,403) | (72,891) | (94,260) |
Fixed Compensation
- Not individually disclosed for Andrea Matthews in ATXS proxy statements. NEOs’ base salary/bonus detail is provided for CEO, CMO, and CLO; the company states it has not entered into employment agreements with NEOs other than the CEO, and annual base salaries are set via peer benchmarking and performance, without automatic increases .
Performance Compensation
- Annual cash bonus framework: Bonuses are based entirely on achievement against pre-specified corporate operational and strategic goals (for 2024, individual goals were removed for non-CEO executives). 2024 corporate goals included advancing Navenibart (STAR-0215) and STAR-0310, corporate/financial strategy execution, and people-related objectives; achievement was determined at 100% of target. Target bonus percentages disclosed for NEOs were 50% (CEO) and 40% (CMO, CLO); actual bonuses for those NEOs reflect 100% corporate goal attainment. Andrea’s specific bonus targets and payouts were not disclosed .
Long-term incentives
- Equity awards are granted as stock options with time-based vesting to foster retention and alignment; annual grants to employees typically occur in Q1, with new-hire options generally granted on the first business day of the month following start date. The company did not grant RSUs/PSUs under its 2015 Plan through March 31, 2025, emphasizing options as the primary LTI vehicle .
Equity Ownership & Alignment
- Beneficial ownership: The principal stockholders table lists 5% holders, directors, and NEOs; Andrea is not individually disclosed in that table (and thus no percent-of-class or share count available) .
- Insider trading/hedging/pledging: ATXS’ policy prohibits short sales; prohibits puts/calls or other derivatives unless approved by the audit committee; prohibits use of company securities as margin collateral; and prohibits pledging company stock as loan collateral unless approved by the audit committee .
- Executive option exposure: Under the 2015 Plan, options have been granted broadly across executives and employees; counts by group include “Current executive officers who are not Named Executive Officers” (1,988,705 options) and “All current executive officers, as a group” (5,262,929 options), evidencing substantial option-based alignment and potential future supply overhang from exercises as vesting occurs. Individual breakdown for Andrea is not provided .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | ATXS has not entered into employment agreements with NEOs other than the CEO; non-CEO executives are employees at will. Andrea-specific contract terms are not disclosed . |
| Severance Plan coverage | The plan covers the CEO and “specifically designated executive officers” and may include other specifically designated employees holding title of vice president or above. Coverage for Andrea depends on designation status (not disclosed). Benefits include base salary continuation (6–18 months depending on role/termination type), Company-paid COBRA during the severance period, payment of any unpaid annual bonus for a completed period, and in change-in-control termination, full vesting of unvested equity awards (double-trigger) . |
| Conditions | Receipt of severance requires compliance with noncompetition, non-solicitation and other obligations, and execution of a waiver and release within 60 days following termination; recoupment of severance applies under specified circumstances for non-compliance . |
| Equity treatment in transactions | The plan and equity documents permit acceleration or cash-out of awards upon qualifying “Reorganization Events”; RSUs subject to 409A have specific limits; awards may be assumed/substituted or terminated per board discretion consistent with plan terms . |
| Clawback policy | ATXS adopted a Nasdaq-compliant compensation recovery policy requiring recoupment of incentive-based compensation following an accounting restatement for the preceding three fiscal years; applies to stock-price/TSR-based compensation with reasonable estimate methodology where needed . |
Compensation Peer Group and Governance
- Compensation Committee: Independent directors Beck, Callori, Cole, and Kishbauch (chair) oversee executive compensation; Aon was engaged as consultant in 2024 with no conflicts reported .
- Peer groups: 2024 peer group (established Oct 2023) includes 19 biopharma peers such as Aerovate Therapeutics, Inozyme Pharma, Vigil Neuroscience, Edgewise Therapeutics, Savara, and others; the 2023 peer group differed due to acquisitions and cessations, with six removals and six additions to align criteria .
Say-on-Pay & Shareholder Feedback
| Metric | 2023 | 2024 |
|---|---|---|
| Votes For | 22,434,763 | 40,882,888 |
| Votes Against | 72,794 | 5,346,924 |
| Broker Non-Votes | 1,921,295 | 4,868,967 |
| Votes Abstaining | 1,097 | 6,448 |
Investment Implications
- Equity incentives skew toward options with time-based vesting, which supports retention and long-term alignment but can create periodic selling pressure as tranches vest; anti-pledging rules mitigate alignment risks from collateralized borrowing .
- Severance plan features double-trigger equity acceleration on change-in-control terminations, potentially increasing management certainty in strategic transactions; coverage for Andrea depends on designation status not disclosed publicly .
- Strong say-on-pay approval in 2023–2024 suggests investor acceptance of ATXS’ compensation design and governance, reinforcing alignment between incentives and corporate objectives .
- Data gaps: Andrea’s specific base salary, target/actual bonus, and individual ownership/option details are not disclosed, limiting precise pay-for-performance calibration for her profile; investors should monitor future proxies and Form 4 filings for individual award granularity and insider activity .