Janet Hammond
About Janet Hammond
Chief Development Officer since August 2020; age 65; MD/PhD University of Cape Town; ScM in Clinical Investigation from Johns Hopkins. 2024 annual bonus paid at 80% of target based on preset R&D and corporate goals; company TSR since IPO has declined cumulatively with $100 invested worth $11.04 at year-end 2024, while net income was negative in 2022-2024, underscoring pre-commercial R&D focus .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AbbVie, Inc. | Vice President and Therapeutic Area Head, General Medicine & Infectious Disease Development | Nov 2016 – Aug 2020 | Led infectious disease development; senior leadership across late-stage programs |
| F. Hoffmann-La Roche | SVP, Global Head of Infectious Diseases; Head of Pharma Research & Early Development China | Mar 2011 – Nov 2016 | Drove global ID strategy and China R&D buildout; translational medicine leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Enterprise Therapeutics Ltd. (private) | Director | Since May 2024 | Board oversight at respiratory biotech; industry network and development insight |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $530,450 | $556,973 | $573,682 (3% increase) |
| Target Bonus % of Salary | — | — | 45% |
| Target Bonus Value ($) | — | — | $258,157 |
| Actual Bonus Paid ($) | $274,508 | $219,300 | $206,526 (paid at 80% of target) |
Performance Compensation
Annual Performance-Based Cash Incentive (2024)
| Metric | Weight | Target | Actual | Payout Impact |
|---|---|---|---|---|
| HCV program milestones (Phase 2 results, End-of-Phase-2 FDA, FDC tablet selection, Phase 3 initiation, DDI/resistance/CMC, market research) | 40% | Preset goals | Met Target | 40% achievement |
| COVID-19 program milestones (SUNRISE-3 topline, Clinical pharmacology, CMC, market analyses) | 40% | Preset goals | Partial Achievement | 20% achievement |
| Protease Inhibitor IND-enabling | 5% | Preset goals | Met Target | 5% achievement |
| Corporate (fiscal discipline, staffing alignment, investor messaging) | 15% | Preset goals | Met Target | 15% achievement |
| Total Company Rating | 100% | — | 80% | Drives 80% of target payout |
Equity Incentives (Grants and Vesting)
| Instrument | Grant Date | Quantity | Grant Value ($) | Key Terms | Vesting |
|---|---|---|---|---|---|
| PSUs (2024) | 01/31/2024 | 162,300 | $675,168 | 3-year performance period (Feb 1, 2024–Jan 31, 2027) with up to four R&D/regulatory metrics; vest range 0–200% | Cliff vest on Committee determination post-performance period |
| Stock Options (2024) | 01/31/2024 | 225,200 | $689,855 | Exercise price $4.16; 10-year term | Monthly 1/48th; fully vested 4 years from grant |
| PSUs (2022) | 01/31/2022 | 22,500 (unearned at 12/31/24) | Market value $75,375 at $3.35/share | 6 metrics (Feb 1, 2022–Jan 31, 2025); two metrics achieved; 50% fair value recognized; 25% vested 01/31/2025; 25% to vest 01/31/2026 with continued employment | 25% 01/31/2025; 25% 01/31/2026 |
| RSUs (2023 grant) | 01/31/2023 | 93,600 unvested at 12/31/2024 | Market value $313,560 at $3.35/share | Standard three annual tranches | 3 installments over 3 years |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,256,186 shares; 1.4% of outstanding |
| Direct/Common Shares | 81,388 shares |
| Options Exercisable within 60 Days | 1,174,798 shares |
| Options Unexercisable (key grants) | 173,592 (2024, $4.16), 102,396 (2023, $4.63), 51,459 (2022, $7.14), 3,335 (2021, $73.00) unexercisable as of 12/31/2024 |
| Unvested RSUs | 93,600 shares (2023 grant) |
| Unvested PSUs | 162,300 (2024 cycle), 22,500 (2022 cycle) unearned/subject to performance |
| Anti-Hedging/Pledging Policy | Executives prohibited from hedging or pledging Atea stock; margin accounts also prohibited |
| Clawback Policy | 3-year lookback for restatements; applies to cash and equity incentives |
| Ownership Guidelines | Not disclosed in proxy; compliance status not disclosed |
Note: As of 12/31/2024, unvested options had exercise prices above the closing price ($3.35), implying no immediate intrinsic value; acceleration values exclude unvested option value for that reason .
Employment Terms
| Scenario | Components | Amounts (Janet Hammond) |
|---|---|---|
| Termination without Cause / Resignation for Good Reason (no change-in-control) | Salary continuation; COBRA; prior-year unpaid bonus | 12 months base salary ($573,682); COBRA for 12 months ($21,666); prior-year unpaid bonus as applicable |
| “Double-trigger” Change-in-Control + qualifying termination | Salary continuation; prorated current-year bonus; multiple of target bonus; COBRA; time-based equity acceleration; PSUs/RSUs as per award terms | 18 months base ($860,523); prorated 2024 bonus ($258,157); 1.5× 2024 target bonus ($387,235); COBRA 18 months ($43,656); accelerate RSUs and PSUs at target (equity value $1,008,015 as of 12/31/2024) |
| Total Severance (illustrative, assuming event on 12/31/2024) | — | $595,348 (no CoC) vs $2,557,586 (with CoC) |
| Triggers/Definitions | “Cause” and “Good Reason” defined (salary/bonus reduction, material decrease in authority, relocation >25 miles, or Company breach) | As described in employment agreements |
| Vesting Acceleration Mechanics | Double-trigger required for acceleration; PSUs in CoC vest at greater of target or actual (including probable) at Committee determination | As disclosed |
Investment Implications
- Pay-for-performance linkage: 2024 cash bonus tied to R&D milestones yielded 80% payout; PSUs emphasize long-term clinical/regulatory progress through 2027, supporting retention and alignment with pipeline execution .
- Selling pressure: Significant option tranches are out-of-the-money at 12/31/2024 levels, reducing near-term exercise-driven selling; unvested PSUs/RSUs create continued service and performance hooks .
- Change-of-control economics: 1.5× target bonus and 18-month salary continuation under CoC double-trigger, plus full acceleration of time-based awards and target PSU treatment, align incentives in strategic outcomes while avoiding single-trigger windfalls .
- Governance safeguards: Anti-hedging/pledging and clawback policies mitigate misalignment and restatement risk; lack of disclosed ownership guideline multiples is a gap to monitor .