Herriot Tabuteau

About Herriot Tabuteau

Herriot Tabuteau, M.D. (age 56) is the founder, Chief Executive Officer, President, and Chairman of Axsome Therapeutics, leading the company since January 2012. He holds an M.D. from Yale School of Medicine and a B.A. in molecular biology and biochemistry from Wesleyan University . He beneficially owns 9,357,727 shares (17.7% of outstanding), including holdings through Antecip Capital LLC, aligning economic interests with shareholders . Company TSR (value of $100 invested at 12/31/2019) stood at $81.86 in 2024, versus $118.20 for the Nasdaq Biotechnology Index, providing long-horizon context for investor outcomes .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual Cash Incentive (2024)

• CEO’s 2024 annual incentive paid at 175% of target; target opportunity = 70% of salary .

Equity Awards and Vesting

• 2024 grant timing followed policy: third trading day after 10-K filing (10-K filed 2/23/2024) .
• Clawback and forfeiture apply; delivery deferral for RSUs reduces near-term selling supply .

Equity Ownership & Alignment

Employment Terms

Performance & Track Record Indicators

• Values retrieved from S&P Global.*
• Narrative performance: 2024 overachievement across pipeline (AXS-05 ADA, AXS-12 research), new trials (solriamfetol), and NDA submission (Symbravo); commercial growth (Auvelity & Sunosi), and payor expansion underpin bonus outcomes .

TSR context (value of $100 invested as of 12/31/2019)

Board Governance

• Roles and independence
  • Combined CEO and Chairman roles; Lead Director (Dr. Mark Coleman) empowers independent director oversight (agenda approval, liaison, ability to call meetings, shareholder outreach) .
  • Board majority independent; all Audit, Compensation, and Nominating/Governance committee members independent per Nasdaq/SEC rules .
• Committee assignments (CEO is not on committees)
  • Audit (Chair: Mark Saad); reviewed cyber/information security and financial controls; 4 meetings in 2024 .
  • Compensation (Chair: Dr. Coleman); 6 meetings in 2024; retained independent consultant FW Cook; no conflicts identified .
  • Nominating & Corporate Governance (Chair: Dr. Jeffs); 2 meetings in 2024; ESG oversight and succession planning .
• Attendance: no director attended fewer than 75% of meetings in 2024 .
• Director pay: CEO received no additional compensation for board service .
• Board diversity and independent sessions: independent directors meet in executive sessions; board composition and diversity matrices disclosed .

Director Compensation (as Director)

• Not applicable to Dr. Tabuteau: he receives no fees/equity for board service; compensation is solely as CEO .

Compensation Committee & Peer Group

• Process: Pay-for-performance design; significant at-risk pay; independent consultant (FW Cook) supports benchmarking and design; no consultant conflicts .
• Peer group (2024): ACADIA, Alector, Allogene, Amicus, Catalyst, Corcept, Denali, Harmony, Insmed, Intra-Cellular, Karuna, Revance, Sage, Supernus, Ultragenyx, Vanda .
• Targeting: Total direct compensation generally aligned to market median; AXSM ranked 70th percentile by market cap and 35th percentile by TTM revenue as of Aug 2023 (at selection) .

Related Party Transactions (Governance Red Flags)

• License with Antecip Bioventures II LLC (entity owned by Dr. Tabuteau): AXSM pays 3.0% royalty on net sales of AXS-05 (Auvelity), subject to certain offsets; royalties accrued $3.9M in 2023 and $8.7M in 2024 as Auvelity sales scaled .
• Audit Committee policy governs review/approval of related party transactions .

Risk Indicators & Mitigants

• Dual role concentration: CEO also Chairman; mitigated by empowered Lead Director and fully independent committees .
• Economic alignment: 17.7% beneficial ownership by CEO; however, substantial exercisable low-strike options create potential sale overhang as options are monetized .
• Structural safeguards: robust clawback; prohibition on hedging/pledging; option repricing prohibited without shareholder approval; double-trigger CIC equity acceleration (no single-trigger) .
• Say-on-Pay: very strong shareholder support (97% in 2024) .
• Conflict potential: related-party royalties with CEO-owned Antecip on Auvelity; oversight via Audit Committee, but remains a salient governance consideration .

Employment & Contracts (Retention/Transition)

Additional Ownership and Award Details (as of 12/31/2024)

Investment Implications

• Pay-for-performance alignment: High at-risk mix with meaningful equity; 2025 introduction of PSUs split 50/50 between revenue and clinical/regulatory goals tightens link to operational and commercial outcomes . RSU delivery deferral (7 years) reduces near-term selling pressure and signals long-term orientation .
• Retention risk: Low for CEO given founder status and substantial 17.7% beneficial stake; lack of cash severance could become a negotiation point in a change-in-control, but double-trigger equity acceleration is meaningful ($18.7M at 12/31/2024 prices) .
• Trading signals: Large inventory of deeply in-the-money legacy options (multi-hundred-thousand shares at low strikes) represents potential future supply as options are exercised; conversely, RSU delivery deferral postpones share issuance to CEO, moderating near-term stock supply .
• Governance watch items: Combined CEO/Chair role and related-party royalty stream to Antecip (CEO-owned) merit ongoing monitoring; mitigants include strong independent board structure, lead independent director, clawback, no hedging/pledging, and high Say-on-Pay support .

Notes: Revenue and EBITDA values marked with an asterisk are retrieved from S&P Global.*