Andrew Komjathy

About Andrew Komjathy

Andrew A. Komjathy, age 62, is Chief Commercial Officer at Astria Therapeutics (ATXS), a role he has held since September 2019. He holds an M.B.A. from NYU Stern and a B.S. in Business Administration from Bucknell University . Company pay-versus-performance disclosure shows total shareholder return (TSR) values of an initial $100 investment at 116 (2022), 60 (2023), and 166 (2024), alongside net losses of $(51,403)k, $(72,891)k, and $(94,260)k, respectively; these frame the operating context during his tenure .

Past Roles

External Roles

• None disclosed in company filings .

Fixed Compensation

• Individual base salary, target bonus %, and actual bonus for Mr. Komjathy are not separately disclosed in 2024–2025 proxies (he was not a named executive officer in those years). Astria’s program for executive officers consists of base salary, annual cash bonus, and long-term equity (primarily stock options) .
• 2024 bonus framework: for executive officers other than the CEO, the compensation committee eliminated individual goal components; 2024 bonuses were determined solely by corporate goal achievement, which the board set at 100% of target for 2024 .
• Astria grants only stock options under its 2015 Plan; no RSUs/“full‑value” awards were outstanding as of March 31, 2025 .
• 2024 peer group used for benchmarking (examples): Adicet Bio, Foghorn Therapeutics, Aerovate, Inozyme, Savara, Viridian, Cullinan Oncology, Edgewise, Rallybio, Werewolf, Vor Biopharma, etc. .
• 2025 Say‑on‑Pay passed: For 43,538,692; Against 6,611,451; Abstain 5,139; Broker non‑votes 3,401,529 .

Performance Compensation

• Astria uses time-based stock options to align executives with long-term value creation; annual grants for Officers in Q1’25 were sized to support retention amid competitive labor markets .

Option awards reported for Andrew Komjathy:

Notes:

• Company-level practice: annual option grants typically in Q1; new-hire grants first business day of month after start date; promotion grants on effective date .
• 2025 annual equity grants totaled ~3.894M options, with ~2.036M to Officers, explicitly to support retention .

Equity Ownership & Alignment

• Beneficial ownership tables in 2024–2025 proxies list NEOs and directors; Mr. Komjathy is not separately tabulated (implying <1% ownership). He has reported derivative holdings via stock options (e.g., 225,000 options granted 3/21/2025; 80,000 granted effective 2/1/2023) .
• Hedging/pledging: Insider Trading Policy prohibits short sales, certain derivatives, using company stock as margin collateral, and pledging company stock unless approved by the audit committee .
• Clawbacks apply to incentive compensation (including stock price/TSR-based) under Nasdaq-compliant policy; awards under the 2015 Plan are expressly subject to clawback .
• Stock ownership guidelines for executives are not disclosed in the proxy; no RSUs or PSUs outstanding as of March 31, 2025 (options-only program) .

Employment Terms

• Employment agreement: Only the CEO has an employment agreement; other executives (including Mr. Komjathy) are at-will employees per proxy disclosures regarding NEOs (and broader executive structure) .
• Severance/Change-in-Control (CIC): The Amended & Restated Severance Benefits Plan covers the CEO and specifically designated executive officers (explicitly includes the CLO and CMO); other VP+ employees may be designated. Benefits include 6–18 months base salary continuation (by level/CIC), COBRA subsidy during the severance period, certain bonus eligibility, and full vesting of unvested equity upon a qualifying CIC termination; receipt requires release compliance and adherence to restrictive covenants . The 2025 proxy provides severance payout estimates only for CEO, CMO, and CLO—not for the CCO—so Mr. Komjathy’s Covered Employee status and multiples aren’t disclosed .
• Restrictive covenants: The company reports confidentiality, non-compete (12–18 months by executive), and non-solicit agreements with NEOs; specific post-termination restrictions for Mr. Komjathy are not disclosed .
• Equity plan capacity and approvals: Share reserve increased by 5.5 million shares at the June 11, 2025 annual meeting (amendment to the Second Amended & Restated 2015 Plan) .

Performance & Track Record

Company Pay‑Versus‑Performance context:

Selected operating milestones during CCO tenure:

• Initiated ALPHA‑ORBIT Phase 3 pivotal trial of navenibart (STAR‑0215) for HAE (Feb 27, 2025) [50].
• Positive initial results from Phase 1a navenibart (June 13, 2025) [29].
• Final positive results from all enrolled HAE patients in ALPHA‑STAR Phase 1b/2 (Nov 6, 2025) [4].
• Reported quarterly results and program updates throughout 2025 [2] [22].

Citations:

• ALPHA‑ORBIT initiation PR (Feb 27, 2025) [50].
• Phase 1a initial results PR (Jun 13, 2025) [29].
• ALPHA‑STAR final positive results PR (Nov 6, 2025) [4].
• Q3 2025 results 8‑K/PR (Nov 12, 2025) [2] [22].

Compensation Structure Analysis

• Shift toward larger option grants for retention in early 2025 (2.036M options to Officers) indicates management focus on retention ahead of key clinical and potential commercialization milestones .
• Options-only equity program (no RSUs/PSUs) increases at-risk alignment with share price; time-based vesting suggests retention focus rather than short-term performance metrics (no disclosed EPS/revenue/TSR-weighted PSU framework) .
• 2024 bonus structure relied entirely on corporate goals (100% achieved), reducing subjectivity from individual goal components for executive officers other than the CEO .
• Say‑on‑Pay support (86.8% for; 43.5M/50.1M) suggests shareholder acceptance of overall pay design amid pipeline progress and losses typical of clinical-stage biotech .

Risk Indicators & Red Flags

• Pledging/hedging: Prohibited absent audit committee approval (mitigates alignment risk) .
• Clawback: Policy in place covering incentive pay tied to financial metrics, stock price, or TSR (governance positive) .
• Severance/CIC: CCO coverage under the Severance Plan is not disclosed; lack of visibility into his specific multiples is a data gap .
• Equity overhang: Significant option usage with share pool increase approved in 2025—necessary for retention, but potential dilution risk .

Equity Ownership & Insider Trading Signals

• Recent activity shows option awards to Mr. Komjathy; no disclosed open-market sales in 2024–2025 in the filings cited above. 2025 grant: 225,000 options at $6.41 with standard 4‑year vest (time-based), suggesting retention incentives rather than immediate monetization .
• 2023 grant: 80,000 options at $13.36 with 4‑year vesting .

Employment Terms (Detail)

• At-will employment (non-CEO executives); only CEO has an individual agreement .
• Severance Plan (summary): 6–18 months salary continuation, COBRA subsidy up to the severance period, and CIC vesting acceleration upon qualifying termination; specific inclusion of CCO not stated .
• Non‑compete/non‑solicit disclosed for NEOs; no specific disclosure for CCO .
• Equity grant practices avoid granting around major filings; grants typically in Q1 (employees/executives), with structured cadence for new hires and promotions .

Investment Implications

• Alignment: Options-only equity and prohibitions on hedging/pledging support alignment with shareholders; time-based vesting favors retention into pivotal clinical and potential launch windows .
• Retention risk: 2025’s above-anticipated officer option grants and share pool increase point to a deliberate effort to lock in key talent, including the CCO, ahead of value-inflecting readouts; dilution must be weighed against execution continuity .
• Pay-for-performance: Lack of PSU/metric-tied equity limits direct linkage to financial/TSR outcomes; however, 2024 cash bonus tied 100% to corporate goal attainment (achieved at 100%) provides some performance conditioning on cash incentives .
• Governance: Positive Say‑on‑Pay outcome and clawback policy reduce governance risk; lack of individual CCO severance terms disclosure is a modest transparency gap .