Mark Saad
Axsome TherapeuticsAbout Mark Saad
Mark Saad (age 55) is an independent director of Axsome Therapeutics, serving since December 2014. He is Audit Committee Chair and a member of the Compensation and Nominating & Corporate Governance Committees; the Board has formally determined his independence under Nasdaq and Rule 10A‑3, and he qualifies as an “audit committee financial expert.” He holds a B.A. from Villanova University and currently serves as CEO of NuLids, LLC and advisor to Alethea Capital Management, LLC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NuLids, LLC (Alethea Capital portfolio) | Chief Executive Officer | 2018–present | Operating leadership; portfolio company oversight |
| Bird Rock Bio, Inc. | Chief Financial Officer | 2014–2017 | Clinical-stage biotech finance, BD responsibilities |
| Cytori Therapeutics | Chief Financial Officer | 2004–2014 | Led finance/accounting; BD; operating functions |
| UBS Investment Bank | Executive Director; COO, Global Healthcare Group | Prior to Cytori | Healthcare investment banking operations |
| Salomon Smith Barney | Healthcare Investment Banking | Prior to UBS | IB experience in healthcare |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Multiple private healthcare companies | Director | Ongoing | Specific names not disclosed in proxy |
| Alethea Capital Management, LLC | Advisor | Ongoing | Asset management firm based in Seattle |
Board Governance
- Board structure: Five directors; CEO is Chair; Lead Director is Dr. Mark Coleman (independent). Independent directors hold regular executive sessions; Board diversity reflects multiple underrepresented groups .
- Committees and roles:
- Audit Committee: Saad (Chair), Coleman, Jeffs, Mahony; Audit met 4 times in 2024; Saad is the designated financial expert and meets Nasdaq sophistication standards .
- Compensation Committee: Coleman (Chair), Jeffs, Mahony, Saad; met 6 times in 2024; retains FW Cook as independent consultant .
- Nominating & Corporate Governance: Jeffs (Chair), Coleman, Mahony, Saad; met 2 times in 2024; oversees ESG and succession planning .
- Attendance: The full Board met 6 times in 2024; no director attended fewer than 75% of total board and committee meetings .
- Independence: Saad deemed independent under Nasdaq and Rule 10A‑3; no compensation committee interlocks or insider participation reported .
Fixed Compensation
- Cash fee schedule (pro‑rated in 2024 and updated as of June 7, 2024):
- Board member: $50,000 (unchanged)
- Lead Director: $25,000 (unchanged)
- Audit Committee member: $10,000; Audit Chair: $20,000 (pre‑June 7) → $20,500 (post‑June 7)
- Compensation Committee member: $7,500 (pre‑June 7) → $9,000 (post‑June 7); Chair: $15,000 (pre‑June 7) → $20,000 (post‑June 7)
- Nominating & Corporate Governance member: $5,000; Chair: $10,000 (pre‑June 7) → $10,750 (post‑June 7)
| 2024 Director Compensation (Mark Saad) | Amount (USD) |
|---|---|
| Fees Earned in Cash | $83,632 |
| Notes on cash election | Directors other than Dr. Coleman elected to receive options in lieu of 2024 cash fees; options granted Feb 2025, immediately vested and exercisable |
Performance Compensation
- Annual equity retainer: Options with grant date fair value $325,000; in June 2024, Saad received 5,799 options that vest in full on the one‑year anniversary of grant .
- 2024 equity reporting (retainer only; excludes Feb 2025 “in‑lieu‑of‑cash” options):
| 2024 Equity Awards (Mark Saad) | Grant details |
|---|---|
| Option Awards – Grant date fair value | $324,961 |
| Options granted (service as board member) | 5,799 (June 2024) |
| Vesting (retainer options) | 100% on one‑year anniversary of grant |
| Options in lieu of 2024 cash fees | Granted Feb 2025; immediately vested and exercisable |
| Non‑employee director award cap (Plan) | $750,000 per year; $1,500,000 in first year; no repricing without shareholder approval |
Change‑in‑Control treatment (2025 LTIP): If awards are not assumed/continued, time‑based awards become fully vested before effective time; performance‑based awards vest at target immediately before effective time; options/SARs become fully exercisable; settlement is cash or shares consistent with award terms (subject to 409A) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond Axsome |
| Compensation committee interlocks | None over prior three years |
| Consultant independence | FW Cook engaged; committee assessed no conflicts of interest |
Expertise & Qualifications
- Financial leadership: Former CFO (Bird Rock Bio; Cytori Therapeutics) and banking operations leader (UBS; Salomon Smith Barney), underpinning Audit Chair role and “financial expert” designation .
- Industry breadth: Biopharma finance, clinical‑stage operations, BD; CEO experience at NuLids; advisory to Alethea Capital .
- Education: Bachelor of Arts, Villanova University .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 217,380 shares (includes 207,078 acquirable within 60 days) |
| Ownership as % of outstanding | <1% (asterisk denotes less than 1%) |
| Direct/common shares | 10,002 shares |
| UTMA custodial accounts | 300 shares total (three accounts of 100 each; disclaimed) |
| Right to acquire within 60 days (options/other) | 207,078 shares |
| Aggregate option awards held (as of 12/31/2024) | 205,584 options |
| Pledging/hedging policy | Company prohibits hedging and pledging by directors |
Governance Assessment
- Positives
- Independent director, Audit Chair, and “audit committee financial expert,” supporting robust financial oversight .
- Strong engagement: Board met 6 times; committees active (Audit 4; Comp 6; Nominating 2); no director below 75% attendance .
- Compensation governance: Independent consultant (FW Cook) with no conflicts; director equity aligned with TSR via options; no repricing without shareholder approval; annual director award cap .
- Trading controls: Insider Trading Policy bans hedging/pledging; clawback/recoupment frameworks in place under LTIP and board policy .
- Potential risks/considerations
- Director compensation is heavily option‑based with full one‑year vesting, and “in‑lieu‑of‑cash” options immediately vest, which may reduce long‑term holding pressure versus multi‑year RSUs/DSUs for directors .
- No specific director‑level ownership guidelines disclosed; alignment relies on equity grants and company trading/recoupment policies .
- Related party transactions exist at the company level (royalty to CEO‑controlled Antecip on AXS‑05), though none involve Saad; Board’s Audit Committee reviews such transactions, mitigating conflict risk .
Context signal: Shareholders supported say‑on‑pay at ~97% in 2024, indicating broad confidence in overall pay governance (NEO focus) .