Hunter Murdock
Axsome TherapeuticsAbout Hunter Murdock
Axsome Therapeutics’ General Counsel since June 2022 (previously EVP, Legal & Compliance from Dec 2021), Hunter Murdock (age 45) brings big-law (White & Case; Kirkland & Ellis, where he became partner) and pharma in‑house general counsel experience (Aurobindo Pharma USA; Acrotech Biopharma). He holds a BBA from the University of Wisconsin–Madison and a JD from Georgetown University Law Center . Company multi‑year TSR and net loss context during his tenure is shown below.
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (value of $100) | 78.82 | 36.55 | 74.62 | 77.00 | 81.86 |
| Net Loss ($000s) | (102,901) | (130,403) | (187,134) | (239,238) | (287,216) |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| White & Case LLP | Associate | Not disclosed | AmLaw experience in complex corporate/legal matters |
| Kirkland & Ellis LLP | Associate; then Partner | Not disclosed | Led matters prior to transitioning in‑house |
| Aurobindo Pharma USA, Inc. | Vice President, General Counsel | Not disclosed | Senior legal leadership at U.S. generics business |
| Acrotech Biopharma LLC | Vice President, General Counsel | Not disclosed | Senior legal leadership at branded pharma |
External Roles
No current external directorships disclosed for Murdock. (Executive Officers section lists only Axsome role and prior employment.)
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Notes |
|---|---|---|---|
| 2024 | 505,000 | 45% (increased from 40%) | Target % increased to align with peers |
| 2023 | 485,000 | 40% | |
| 2022 | 450,000 | Not disclosed |
Summary Compensation (reported):
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 505,000 | 766,536 | 1,533,309 | 398,000 | 42,697 | 3,245,542 |
| 2023 | 485,000 | 766,909 | 1,533,310 | 243,000 | 29,312 | 3,057,530 |
| 2022 | 450,000 | 577,503 | 1,171,808 | 270,000 | 15,388 | 2,484,699 |
Performance Compensation
2024 Annual Incentive Plan design and outcome:
- Corporate metrics and weights: Advance Pipeline (35%); Drive Business Performance (35%); Drive Business Expansion (15%); Increase Awareness (15%) . Specific operational metrics were not disclosed due to competitive sensitivity .
- Payout: 175% of target for all NEOs based on significant achievements; maximum remains 200% .
- Murdock’s 2024 target bonus = 45% of base ($227,250) → actual paid $398,000 at 175% .
| Metric | Weight | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Advance Pipeline | 35% | Part of 45% target ($227,250) | Contributed to 175% payout | 175% of target | Cash paid in Feb 2025 |
| Drive Business Performance | 35% | ||||
| Drive Business Expansion | 15% | ||||
| Awareness (Science/Business/Products) | 15% |
Long-term incentives:
- 2024 equity mix for NEOs: ~67% stock options and 33% RSUs (by grant date fair value) .
- 2025 equity introduces PSUs (one‑third of annual grant), with 50% tied to three‑year revenue performance and 50% to three‑year clinical/regulatory milestones .
Equity Ownership & Alignment
Beneficial ownership and guideline environment:
- Beneficial ownership: 151,419 shares that Murdock has the right to acquire within 60 days of the record date (excludes unvested) .
- Unvested as of record date (will remain unvested within 60 days): 60,991 options; 38,284 RSUs; 7,740 PSUs .
- Hedging and pledging of company stock are prohibited; no margin purchases or pledges permitted, reducing misalignment/forced‑sale risk .
2024 vesting/realization activity:
- RSUs vested in 2024: 16,709 shares; value realized $1,390,668. No option exercises reported in 2024 .
- RSUs are subject to a post‑vest holding feature: delivery occurs upon earlier of change in control, separation, or seven years from grant—mitigating near‑term selling pressure .
Outstanding equity detail (as of 12/31/2024):
| Grant Date | Award | Exercisable | Unexercisable | Exercise Price | Expiration / Terms |
|---|---|---|---|---|---|
| 12/13/2021 | Stock Options | 30,000 | 10,000 | $32.55 | 12/13/2031; 25% at 1yr then quarterly over 3yrs |
| 12/13/2021 | RSUs (unvested) | — | 5,563 | — | 4 annual vesting; 7‑yr/delivery trigger |
| 3/4/2022 | Stock Options | 36,014 | 16,369 | $29.91 | Quarterly over 4yrs |
| 3/4/2022 | RSUs (unvested) | — | 13,849 | — | 4 annual vesting; 7‑yr/delivery trigger |
| 3/2/2023 | Stock Options | 13,026 | 16,747 | $65.32 | Quarterly over 4yrs |
| 3/2/2023 | RSUs (unvested) | — | 12,662 | — | 4 annual vesting; 7‑yr/delivery trigger |
| 2/27/2024 | Stock Options | 4,424 | 19,169 | $84.00 | Quarterly over 4yrs to 2/27/2028 |
| 2/27/2024 | RSUs (unvested) | — | 12,956 | — | 4 annual vesting; 7‑yr/delivery trigger |
2024 annual equity grant (Murdock):
| Grant Date | Options (#) | RSUs (#) | Exercise Price | Grant Date FV ($) |
|---|---|---|---|---|
| 2/27/2024 | 23,593 | 12,956 | $84.00 | 1,533,309 (options); 766,536 (RSUs) |
Ownership concentration context (record date: Apr 14, 2025):
- Murdock’s beneficially owned/acquirable within 60 days: 151,419 shares; <1% of outstanding .
- Company prohibits hedging/pledging/margin, reinforcing alignment and reducing collateral‑driven selling risk .
Employment Terms
- Employment agreement: Only the CFO has an employment agreement; other NEOs, including Murdock, are not party to employment agreements .
- Severance: No severance for Murdock upon involuntary termination without cause, including in connection with change in control (no salary/bonus multiple) .
- Change‑of‑control equity: Double‑trigger acceleration under the 2015 plan; estimated value of equity acceleration for Murdock upon termination without cause in connection with a change in control was $5,560,715 (using 12/31/2024 price $84.61) .
- Clawback: Comprehensive clawback policy adopted Nov 17, 2023, compliant with Nasdaq Rule 10D‑1; equity awards also include misconduct‑based forfeiture/recoupment .
- Insider trading policy: Prohibits short sales, derivatives, hedging/monetization, margin purchases, and pledging of company securities .
Compensation Structure Analysis
- Pay mix shifting toward at‑risk equity: 2024 grants split ~67% options/33% RSUs; in 2025, PSUs added (one‑third of grant), increasing explicit performance linkage (3‑year revenue and clinical/regulatory metrics) .
- Annual bonus rigor: Category weights disclosed; specific operational metrics withheld; payout at 175% signals strong corporate performance versus goals, with maximum capped at 200% to limit windfalls .
- Governance support: Say‑on‑pay approval ~97% (2024) and ~96% (2023), indicating shareholder endorsement of compensation design .
- No tax gross‑ups or excessive perqs; no employment agreement/severance for Murdock; double‑trigger CoC equity treatment (market standard) .
Related Party Transactions and Red Flags
- Hedging/pledging: Prohibited (mitigates alignment risks) .
- Clawbacks: In place and expanded under Nasdaq rules .
- Related‑party IP royalties: Royalty arrangements exist between Axsome and an entity owned by the CEO (Antecip) tied to AXS‑05/Auvelity (company‑level disclosure) . No related‑party transactions disclosed for Murdock personally in 2024 proxy.
- Low say‑on‑pay opposition; no option repricing permitted without shareholder approval .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval: ~97% in 2024; ~96% in 2023; committee maintained approach and added PSUs for 2025 to further align with performance .
Expertise & Qualifications
- Education: BBA (University of Wisconsin–Madison); JD (Georgetown University Law Center) .
- Technical domain: Extensive legal expertise spanning top‑tier law firms and executive in‑house roles at U.S. pharma companies .
- Role tenure: EVP Legal & Compliance (Dec 2021), General Counsel (since June 2022) .
Investment Implications
- Alignment and retention: Large unvested equity (options/RSUs/PSUs) with quarterly/annual vesting and 7‑year RSU delivery delay, plus double‑trigger CoC acceleration, support multi‑year retention while deferring near‑term selling pressure .
- Risk controls: Prohibitions on hedging/pledging and a Nasdaq‑compliant clawback policy mitigate governance risks and align executive incentives with long‑term shareholder value .
- Pay‑for‑performance: 2024 AIP paid at 175% on disclosed weighted categories, and 2025 addition of PSUs (3‑year revenue and clinical/regulatory goals) increases outcome sensitivity to multi‑year performance .
- Contractual exposure: Absence of severance or single‑trigger CoC benefits for Murdock reduces fixed payout risk; value realization is predominantly through equity performance and service continuity .
Note: All figures and terms are as disclosed in Axsome’s 2025 DEF 14A and 2024 Form 10‑K.