Mark Jacobson
Axsome TherapeuticsAbout Mark Jacobson
Mark Jacobson, age 41, is Chief Operating Officer (COO) of Axsome Therapeutics (AXSM) and has served as COO since March 2020 after joining Axsome in April 2014; he previously served as Senior Vice President, Operations from September 2017 to March 2020 . He holds an MA in Biotechnology from Columbia University and a BS in Biology from Iowa State University; prior roles include Director of Corporate Development at Stemline Therapeutics and healthcare communications at Publicis Healthcare Communications Group . Axsome’s 2024 executive bonus plan paid out at 175% of target based on overachievement across pipeline, business performance, expansion, and awareness objectives, indicating strong operational execution during his tenure . Company total shareholder return (TSR), measured as the value of an initial $100 investment, improved to $81.86 at year-end 2024 from $36.55 in 2021, though still below the $100 baseline; Axsome reports these TSR figures in its pay-versus-performance disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Axsome Therapeutics | Senior Vice President, Operations | Sep 2017–Mar 2020 | Scaled operations supporting commercialization and pipeline execution |
| Axsome Therapeutics | Member of the company | Apr 2014–present | Long-tenured operator across corporate and operations functions |
| Stemline Therapeutics | Director of Corporate Development | Not disclosed | Led corporate operations, IR/PR, IP management for a commercial-stage biotech |
| Publicis Healthcare Communications Group | Healthcare communications | Not disclosed | Built foundational communications expertise relevant to commercial execution |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | No external directorships or committee roles disclosed in 2025 proxy |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $483,000 | $530,000 | $552,000 |
| Target Bonus (% of Base) | Not disclosed | 40% (prior level before 2024 increase) | 45% (increased for 2024) |
| Actual Bonus ($) | $289,800 | $265,000 | $435,000 (175% of target) |
Performance Compensation
- Annual bonus framework and 2024 outcome:
- Performance measures and weights: Advance Pipeline (35%), Drive Business Performance (35%), Drive Business Expansion (15%), Increase Awareness of Science/Business/Products (15%) .
- 2024 achievement and payout: 175% of target; overachievement across pipeline (e.g., AXS-05 ADA and AXS-12 progress, solriamfetol trials, Symbravo NDA), business performance (Auvelity & Sunosi sales growth, payer coverage), expansion (commercial/medical infrastructure), and awareness (conference presence, analyst coverage) .
- Equity grants and vesting:
- 2024 annual grant (Feb 27, 2024): 18,027 RSUs and 32,825 stock options at $84.00 exercise price; grant date fair values $1,066,557 (RSUs) and $2,133,297 (options). RSUs vest in 4 equal annual tranches with 7-year post-vest delivery; options vest in 16 equal quarterly tranches over 4 years; 10-year option term .
- 2025 equity plan design: mix of PSUs/RSUs/options; PSUs vest over 3 years with 50% tied to 3-year revenue performance and 50% to 3-year clinical/regulatory milestones; adopted to further align incentives with long-term performance .
- Compensation governance:
- No repricing of underwater options without shareholder approval; no discounted options; dividend equivalents barred on options/SARs; dividends on unvested full-value awards accrue and are forfeitable until vesting .
| Incentive Type | Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Pipeline, Business Performance, Expansion, Awareness | 35%, 35%, 15%, 15% | Not disclosed | 175% of target | Paid after FY performance |
| RSUs (2024 grant) | TSR-linked value; time-based vest | — | — | Grant value $1,066,557 | 4 annual tranches; shares delivered at CoC/separation/7 years |
| Options (2024 grant) | Stock price appreciation | — | Strike $84.00 | Grant value $2,133,297 | 16 quarterly tranches over 4 years; 10-year term |
| PSUs (2025 grant) | 3-year revenue (50%) and clinical/regulatory (50%) | — | Not disclosed | Not disclosed | 3-year performance period |
Equity Ownership & Alignment
- Ownership guidelines and pledging: Company prohibits hedging, pledging, and margin purchases for executives; RSUs carry a 7-year post-vest delivery, bolstering retention and alignment .
- Beneficial ownership trend for Mark Jacobson:
| Period (Record Date) | Beneficial Shares | Ownership % of Outstanding |
|---|---|---|
| 2022 | 402,740 | 1.0% |
| 2023 | 520,146 | 1.2% |
| 2024 | 592,638 | 1.2% |
| 2025 | 624,858 | 1.2% |
- Breakdown and activity:
- 2024 option exercises: 86,094 shares; value realized $6,707,456. RSUs vested: 27,102 shares; value realized $2,125,588. Note RSU shares are subject to post-vesting holding period; realized value may vary .
- Outstanding awards snapshot (12/31/2024): multiple option grants across 2015–2024 and RSUs (e.g., 2/27/2024 options 6,155 exercisable/26,670 unexercisable; 2/27/2024 RSUs 18,027 unvested; see the company table for full award schedule and terms) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | None disclosed for Jacobson (only CFO has an employment agreement) |
| Severance | No severance upon involuntary termination without cause, including in connection with change in control |
| Change-in-control (CIC) | Double-trigger equity acceleration under the 2015 Plan if terminated without cause in connection with CIC; potential equity acceleration value for Jacobson estimated at $8,031,909 as of 12/31/2024 (stock at $84.61) |
| Clawback | Company clawback policy adopted Nov 17, 2023 per Nasdaq/SEC 10D-1; equity awards also have forfeiture provisions for restrictive covenant breaches or “cause” |
| Hedging/pledging | Prohibited for executives and employees; no margin purchases or pledging of company stock |
| Tax gross-ups | No excise tax gross-ups for CIC payments; discretionary bonuses not guaranteed |
Compensation Structure Analysis
- Year-over-year cash vs equity: Base salary rose from $483k (2022) to $552k (2024), while equity grants remained the dominant compensation component, consistent with pay-for-performance orientation .
- Shift to PSUs in 2025: Introduction of PSUs (50% revenue, 50% clinical/regulatory) increases performance linkage versus prior mix of options/RSUs alone; aligns incentives with long-horizon revenue and regulatory milestones .
- Bonus plan rigor: Company does not disclose specific operational/financial targets due to competitive sensitivity; nonetheless, 2024 payout at 175% signals meaningful overachievement across corporate objectives .
- Governance and best practices: No option repricing without shareholder approval; independent Compensation Committee with FW Cook as independent advisor; clawback policy and anti-hedging/pledging enhance alignment .
Compensation Peer Group (Benchmarking)
| Peer Group (2024 benchmarking) | Target positioning |
|---|---|
| ACADIA, Alector, Allogene, Amicus, Catalyst, Corcept, Denali, Harmony, Insmed, Intra-Cellular, Karuna, Revance, Sage, Supernus, Ultragenyx, Vanda | Executives targeted at market median total direct compensation; Axsome ranked ~70th percentile by market cap and ~35th percentile by TTM revenue at selection time |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: ~97% support at 2024 annual meeting; ~96% support in 2023—strong endorsement of program structure .
- Committee and consultant independence: Compensation Committee composed of independent directors; FW Cook engaged, with no conflicts reported .
Performance & Track Record
- 2024 operational highlights tied to incentives: pipeline progress (e.g., AXS-05 ADA and AXS-12 research, solriamfetol trials, Symbravo NDA), commercial growth (Auvelity & Sunosi sales; payer coverage), and organizational expansion—underpinning 175% bonus payout .
- Pay-versus-performance TSR context: Company-disclosed TSR values for a $100 initial investment were $36.55 (2021), $74.62 (2022), $77.00 (2023), and $81.86 (2024), reflecting recovery from 2021 lows yet still below baseline by 2024; Axsome provides these in its PvP table .
Equity Ownership & Alignment Details
| Item | Status |
|---|---|
| Ownership guidelines | Not disclosed in proxy for executives; however, multi-year RSU delivery deferrals functionally increase holding periods |
| Pledging/hedging | Prohibited; reduces misalignment risk |
| Options in-the-money | Varies by grant; 2024 strike at $84.00; see outstanding awards and market price context in company tables |
| Exercisable vs unexercisable | Detailed award-level breakdown provided; numerous grants across 2015–2024 with staggered vesting schedules |
Investment Implications
- Alignment: Large cumulative beneficial ownership (1.2% as of 2025) and RSU delivery deferral bolster long-term alignment and reduce near-term sell pressure; anti-hedging/pledging further tightens alignment .
- Performance leverage: 2025 introduction of PSUs tied to multi-year revenue and clinical milestones should increase sensitivity of realized pay to strategic execution, supporting value-creation focus .
- Retention risk: No cash severance and reliance on equity suggest retention is principally through unvested equity value and CIC double-trigger acceleration; estimated $8.03M equity acceleration in a CIC termination indicates meaningful retention value at risk .
- Trading signals: 2024 option exercise activity (86,094 shares) and RSU vesting (27,102) reflect normal progression of long-dated equity; RSU seven-year delivery deferral dampens immediate float impact .
- Governance and shareholder support: High say-on-pay approval and conservative equity plan features (no repricing, clawbacks, dividend deferral) indicate a shareholder-friendly pay architecture .