Mark Coleman
Axsome TherapeuticsAbout Mark Coleman, M.D.
Independent director and Lead Director at Axsome Therapeutics since December 2014; age 57 as of the 2025 proxy Record Date. Medical Director of National Spine and Pain Centers (NSPC), Pikesville office, since 1999; former President and Director of Clinical Services at NSPC; Diplomate of the American Board of Anesthesiology in Anesthesiology and Pain Management. Education: M.D., Johns Hopkins University School of Medicine; B.A., Wesleyan University. Served as a consultant to Axsome from 2012–2014 prior to board service . As Lead Director, he coordinates executive sessions, approves board information and agendas, liaises between the Chairman/CEO and independent directors, and is available for direct communication with major stockholders upon request .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axsome Therapeutics | Consultant | 2012–2014 | Pre-board engagement; provides historical familiarity with company operations |
| National Spine and Pain Centers (NSPC) | Medical Director (Pikesville), formerly President and Director of Clinical Services | 1999–present; prior executive roles pre-1999 not specified | Clinical leadership; anesthesiology and pain management expertise |
External Roles
| Organization | Role | Start Year | Status |
|---|---|---|---|
| Enalare Therapeutics | Director | 2021 | Private company developing respiratory stimulants |
Board Governance
- Independence: Board determined Coleman is independent under Nasdaq rules and Rule 10A-3; no compensatory relationships with Axsome beyond director service .
- Lead Director: Duties include coordinating executive sessions, chairing meetings in the Chairman’s absence, approving board materials and agendas, serving as liaison with independent directors, and engaging with major stockholders upon request .
- Committee assignments: Compensation Committee Chair ; Audit Committee member (Audit Chair is Mark Saad) ; Nominating & Corporate Governance Committee member (Chair is Roger Jeffs) .
- Attendance: Full Board met six times in 2024; no director attended fewer than 75% of Board and committee meetings .
- Compensation consultant and process: FW Cook engaged by the Compensation Committee; committee assessed and found no conflicts; FW Cook reports exclusively to the committee .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- ESG oversight: Nominating & Corporate Governance Committee oversees ESG strategy and reporting .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned in Cash | $107,830 | Coleman elected cash; other directors elected options in lieu of cash |
| Standard cash retainers (schedule) | Board member $50,000; Lead Director $25,000; Audit member $10,000; Compensation member $7,500–$9,000; Compensation Chair $15,000–$20,000; Nominating member $5,000; Nominating Chair $10,000–$10,750 (mid-year adjustments) | Pro-rated across the year |
| Total Director Compensation (2024) | $432,790 | Sum of cash and option awards |
Mix signal: Roughly 25% cash vs 75% equity in 2024 (computed from $107,830 cash and $324,961 option grant-date fair value), favoring equity alignment .
Performance Compensation (Director Equity)
| Grant | Grant Date | Instrument | Quantity/Value | Vesting/Terms |
|---|---|---|---|---|
| Annual equity retainer (Board service) | June 2024 | Stock options | 5,799 options; grant-date fair value $324,961 | Vests in full on the one-year anniversary of grant |
| Options in lieu of cash fees | February 2025 | Stock options | Not elected by Coleman (others received options in lieu of cash) | Immediately vested and exercisable upon grant for those who elected equity-in-lieu |
| Non-employee director compensation cap (2025 Plan) | N/A | Plan limit | Annual cap $750,000; first-year cap $1,500,000 | No repricing of underwater options without shareholder approval |
Other Directorships & Interlocks
| Company | Relationship | Interlock/Conflict Note |
|---|---|---|
| Enalare Therapeutics (private) | Director since 2021 | No disclosed transactions with Axsome; no interlocks reported |
Expertise & Qualifications
- Clinical/medical leadership in anesthesiology and pain management (Diplomate) with long-term operational experience at NSPC .
- Board leadership as Lead Director; governance responsibilities indicate strong engagement with agendas/materials and shareholder communication .
- Compensation governance experience as Compensation Committee Chair, supported by independent consultant FW Cook with no conflicts .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 641,549 |
| Ownership as % of shares outstanding | 1.2% |
| Direct holdings | 57,137 shares |
| Indirect holdings (entities with sole voting/dispositive power) | 403,856 shares |
| Shares acquirable within 60 days (options/vested RSUs deliverable) | 180,556 shares |
| Aggregate option awards held (12/31/2024) | 189,683 options |
| Pledging/Hedging policy | Company prohibits hedging and pledging; margin purchases disallowed |
Governance Assessment
- Strengths: Independent Lead Director with clear authority to coordinate executive sessions and agenda-setting; active chair of Compensation Committee; robust director equity orientation; prohibition on hedging/pledging; use of independent compensation consultant; strong board attendance .
- Potential conflicts/considerations: Prior consulting relationship (2012–2014) creates historical affiliation; however, Board affirms current independence under Nasdaq standards. No Coleman-related party transactions disclosed; the only related-party disclosure involves CEO-related Antecip royalty agreements (3.0% of Auvelity net sales) .
- Compensation alignment signals: Director pay skewed to equity (annual option retainer), with plan features that prohibit option repricing and cap non-employee director compensation; indicates shareholder-friendly governance practices .
- Shareholder feedback context: Executive say-on-pay support ~97% in 2024 and ~96% in 2023, suggesting broad investor approval of compensation governance; relevant to overall governance sentiment though focused on NEOs .
RED FLAGS to monitor: Any future related-party transactions involving entities controlled by Coleman; deviations from independence or committee best practices; changes to hedging/pledging policy; unusual shifts in director compensation above plan caps .