Noah Clauser
About Noah Clauser
Astria Therapeutics’ Chief Financial Officer (CFO) since September 2020, age 52 as of April 28, 2025. He is a Massachusetts-licensed CPA with an M.S. in Accounting and B.S. in Management from the University of Massachusetts Boston; prior roles at Astria include VP Finance (2017–2020), Senior Director Finance & Controller (2016–2017), and Controller (2011–2015), and he previously served as Accounting Manager at Impress Software (2005–2009) . Company performance during his tenure shows cumulative TSR moving from 42 in 2021 to 116 in 2022, 60 in 2023, and 166 in 2024, while the company reported GAAP net losses of $(194,912)k (2021), $(51,403)k (2022), $(72,891)k (2023), and $(94,260)k (2024) . In 2023, Astria’s corporate goals were assessed at 110% due to operational and financing execution (including cash runway exceeding forecast); Clauser’s individual goals centered on financial and operational components, and his bonus reflected both corporate (75%) and individual (25%) achievement .
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cumulative TSR (Value of $100) | 42 | 116 | 60 | 166 |
| GAAP Net Income/(Loss) ($000s) | (194,912) | (51,403) | (72,891) | (94,260) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Astria Therapeutics, Inc. | Controller | 2011–2015 | Built the controllership and accounting foundation |
| Astria Therapeutics, Inc. | Sr. Director, Finance & Controller | 2016–2017 | Led finance controls during scaling |
| Astria Therapeutics, Inc. | VP, Finance | 2017–2020 | Led finance and operations functions |
| Astria Therapeutics, Inc. | Chief Financial Officer | Sep 2020–present | Corporate finance leadership through clinical advancement and financings |
| Impress Software | Accounting Manager | 2005–2009 | Enterprise software accounting leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public-company directorships disclosed |
Fixed Compensation
| Component | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | 352,000 | 380,160 | 425,779 |
| Target Bonus (% of salary) | Not disclosed | Not disclosed | 40% |
| Actual Bonus Paid ($) | 154,880 | 186,278 | 189,472 |
| Other Compensation ($) | 1,909 | 2,004 | 6,155 |
| Total Compensation ($) | 1,594,135 | 792,362 | 1,354,762 |
Notes:
- In February 2024, the company eliminated individual-goal components from bonuses for executive officers other than the CEO; bonuses became fully based on corporate-goal achievement for those executives .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate goals (advancement of STAR-0215; pipeline addition; corporate/financial strategy; people goals) | 75% of CFO bonus (2023) | 100% | 110% (Board raised achievement to 110% for overachievement) | Included in $189,472 bonus | Annual (2023 bonus determined Q1 2024) |
| Individual goals (financial/operational components; leadership; development goals) | 25% of CFO bonus (2023) | 100% | 115% (CFO) | Included in $189,472 bonus | Annual (2023 bonus determined Q1 2024) |
Equity Ownership & Alignment
- Beneficial ownership: 157,730 shares as of April 9, 2024; less than 1% of shares outstanding .
- Stock ownership guidelines: Not disclosed .
- Hedging/pledging: Company insider trading policy prohibits short sales and derivative transactions, margin use, and pledging unless approved by the audit committee .
- Clawback: Nasdaq-compliant clawback policy for recovering excess incentive-based compensation for 3 completed fiscal years preceding a restatement; covers metrics based on financials, stock price, and TSR .
| As-of date | Shares beneficially owned | % of outstanding |
|---|---|---|
| Apr 9, 2024 | 157,730 | <1% |
Selected outstanding option awards (as of Dec 31, 2023):
| Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Vesting details |
|---|---|---|---|---|
| 66,669 | 33,330 | 17.22 | 3/31/2031 | Unvested vests monthly through 3/31/2025 |
| 25,208 | 29,792 | 6.51 | 2/29/2032 | Unvested vests monthly through 2/17/2026 |
| — | 100,000 | 13.36 | 1/31/2033 | 25% vested 1/31/2024; balance vests monthly through 1/31/2027 |
| 4,743 | 1,089 | 41.64 | 9/16/2030 | Unvested vests monthly through 9/16/2024 |
| 3,333 | — | 26.34 | 2/12/2029 | Fully vested |
| Multiple small legacy grants | — | 74.40; 76.80; 42.60; 258.60; 274.20; 663.00; 570.60 | 2026–2028; 2024–2025 | Legacy options largely fully vested; see table for specifics |
Awards granted to CFO since adoption of 2015 Plan (aggregate options subject to 2015 Plan through Mar 31, 2024): 444,694 shares .
Insider selling pressure and windows:
- Recent underwritten offerings included standard lock-up agreements restricting sales, with limited exceptions (e.g., gifts, trust transfers, option exercises with no sale of underlying shares, and pre-established Rule 10b5-1 plans) and stop-transfer instructions during lock-up periods (Oct 12, 2023 and Jan 31, 2024 offerings) .
Employment Terms
- Employment status: At-will executive officer; covered by Amended and Restated Severance Benefits Plan .
- Severance (assuming a qualifying termination on Dec 31, 2023):
- Without cause / good reason: 12 months’ base salary ($425,779), total $425,779; no COBRA due to non-enrollment; no accelerated vesting value .
- Change in control + qualifying termination (double trigger): 12 months’ base salary ($425,779), accelerated vesting value $34,857, COBRA $0; total $460,636 .
- Severance Plan features: Salary continuation 6–18 months depending on role/trigger; Company-paid COBRA during severance period if enrolled; unpaid annual bonus for completed periods; full vesting of unvested equity on change-in-control termination; release and compliance requirements; recoupment for breaches .
- Non-compete / non-solicit: 12 months post-termination for CFO; non-compete not applicable if terminated without cause or laid off; confidentiality and IP assignment obligations .
- Clawback: See above .
- Insider trading policy: Prohibits short sales, certain derivatives, margin pledging, and pledging without audit committee approval .
| Scenario (as of Dec 31, 2023) | Cash Severance ($) | Bonus ($) | COBRA ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause / good reason | 425,779 | — | — | — | 425,779 |
| Change-in-control termination | 425,779 | — | — | 34,857 | 460,636 |
Investment Implications
- Pay-for-performance alignment: Bonus design heavily tied to objective corporate goals; CFO’s 2023 payout reflected 110% corporate achievement and 115% individual goal achievement, consistent with execution on financing and pipeline milestones .
- Retention and selling pressure: Multi-year option vesting through January 2027 creates ongoing retention hooks; recent offering lock-ups and insider policy limits opportunistic selling; no pledging disclosed, and company prohibits pledging absent audit committee approval .
- Ownership alignment: Beneficial ownership is <1%, but significant option exposure (444,694 options granted under the 2015 Plan through Mar 2024) aligns upside to long-term equity value creation; clawback policy adds risk discipline .
- Transition and change-in-control risk: Severance economics are moderate (12 months’ salary); double-trigger acceleration mitigates change-in-control uncertainty but is not excessive; non-compete/non-solicit provide post-termination protections .
- Dilution context: The 2025 proxy seeks a 5,500,000-share increase to the 2015 Plan amid elevated employee/Officer grants in Q1’25; while critical for retention and recruitment, it raises dilution, which investors should weigh against talent market competitiveness .