Nick Pizzie - Chief Financial Officer | Axsome Therapeutics (AXSM) Executive Profile & Compensation

About Nick Pizzie

Nick Pizzie, C.P.A., M.B.A., age 50, has served as Axsome Therapeutics’ Chief Financial Officer since May 2018. He previously was VP & CFO of Pierre Fabre USA (2013–2018), with prior finance roles at Immucor, Merck, Pfizer, and Arthur Andersen; he holds BS Accounting, BA Economics, and an MBA (Finance & Supply Chain Logistics) from Rutgers University . Company performance under his tenure shows a rapid commercial ramp with revenues rising from $50.0M in FY2022 to $385.7M in FY2024, while EBITDA remained negative; Axsome’s Pay-vs-Performance disclosure shows a TSR value of $81.86 for a $100 investment (base 12/31/2019) as of FY2024 year-end .

Revenues and EBITDA (USD):

Metric	FY 2022	FY 2023	FY 2024
Revenues ($)	50,037,000	270,600,000	385,693,000
EBITDA ($)	-170,999,000*	-176,073,000*	-245,514,000*

Values retrieved from S&P Global.
TSR reference: Value of $100 investment at 12/31 each year = $81.86 at FY2024 .

Past Roles

Organization	Role	Years	Strategic impact/notes
Axsome Therapeutics	Chief Financial Officer	May 2018–Present	Public company CFO overseeing commercial scale-up
Pierre Fabre USA	Vice President & CFO (U.S. affiliate)	May 2013–May 2018	Led U.S. finance for multinational pharma affiliate
Immucor	Senior Finance Director	—	Senior finance leadership at diagnostics company
Merck	Finance/Accounting roles	—	Increasing responsibility in finance
Pfizer	Finance/Accounting roles	—	Increasing responsibility in finance
Arthur Andersen	Auditor (career start)	—	Public accounting foundation

External Roles

No external public company directorships or committee roles disclosed for Mr. Pizzie in the 2025 proxy .

Fixed Compensation

Base salary and bonus outcomes:

Item	2023	2024
Base Salary ($)	485,000	505,000
Target Bonus (% of Salary)	40% (increased for 2024)	45%
Max Payout (% of Target)	200%	200%
Actual Bonus Payout (% of Target)	—	175%
Actual Bonus Paid ($)	243,000	398,000
All Other Compensation ($)	37,483	53,487

2024 bonus framework: company goals and weights—Advance Pipeline 35%; Drive Business Performance 35%; Drive Business Expansion 15%; Increase Awareness 15% .

Performance Compensation

Annual Incentive Plan (2024)

Metric/Plan Feature	Weighting	Target	Actual/Payout	Notes
Advance Our Pipeline	35%	Incorporated in 45% target bonus	Overachievement; total payout at 175% of target	Completion of AXS-05 ADA and AXS-12 research, solriamfetol trials, Symbravo NDA submission
Drive Business Performance	35%	—	Contributed to 175% payout	Auvelity & Sunosi growth; payor expansion
Drive Business Expansion	15%	—	Contributed to 175% payout	Commercial/medical infrastructure expansion
Increase Awareness	15%	—	Contributed to 175% payout	Conferences and analyst coverage
Target Bonus (Nick)	—	45% of $505,000	—	Policy max 200% of target
Actual Cash Bonus (Nick)	—	—	$398,000	175% of target

Equity Incentives

2024 Annual Grants (granted 2/27/2024; option exercise price $84.00; standard vesting):

Award Type	Grant Date	Shares/Units	Vesting	Grant Date Fair Value ($)
RSUs	2/27/2024	15,774	25% annually over 4 yrs; delivery on earlier of CoC, separation, or 7 years from grant	933,260
Stock Options	2/27/2024	28,722	16 equal quarterly tranches over 4 yrs; 10-yr term	1,866,643

2025 Equity Mix and Performance Metrics:

Beginning 2025, annual equity comprises one-third PSUs, one-third RSUs, one-third options; PSUs vest on three-year performance (50% revenue goal; 50% clinical/regulatory milestones); targets considered challenging at target achievement .

Equity Ownership & Alignment

Beneficial Ownership (Record date April 14, 2025):
- Total beneficial: 548,921 shares (1.0% of outstanding) .
- Composition: 42,187 shares owned directly; 506,246 shares right to acquire within 60 days (primarily vested equity); small UTMA custodial holdings for children (488 shares) disclaimed by Mr. Pizzie .
- Excluded unvested within 60 days: 75,414 option shares; 41,701 RSUs; 9,423 PSUs .
Outstanding Equity Awards (as of 12/31/2024):
- Options by grant (Exercisable/Unexercisable; exercise price; expiration):
  - 5/16/2018: 132,000 / —; $3.50; 5/16/2028
  - 3/19/2019: 75,102 / —; $12.95; 3/19/2029
  - 10/10/2019: 25,813 / —; $17.61; 10/10/2029
  - 3/17/2020: 48,237 / —; $45.14; 3/17/2030
  - 3/5/2021: 33,831 / 2,255; $65.02; 3/5/2031
  - 11/12/2021: 27,065 / 9,021; $39.26; 11/12/2031
  - 3/4/2022: 53,537 / 24,335; $29.91; 3/4/2032
  - 3/2/2023: 15,858 / 20,388; $65.32; 3/2/2033
  - 2/27/2024: 5,386 / 23,336; $84.00; 2/27/2034
- Unvested RSUs (units and 12/31/2024 market value):
  - 2021 grant: 4,802 units; $406,297
  - 2022 grant: 20,588 units; $1,741,951
  - 2023 grant: 15,415 units; $1,304,263
  - 2024 grant: 15,774 units; $1,334,638
- 2024 realized equity: options exercised—none; RSUs vested—23,926 units; value realized $1,875,295 (shares subject to delayed delivery) .
Hedging/Pledging and Trading Policy:
- Hedging (derivatives, collars, swaps) and pledging/margining company stock are prohibited for executives; Insider Trading Policy governs trading windows and was filed as Exhibit 19.1 to the 2024 Form 10-K .

Employment Terms

Provision	Details
Employment agreement	Yes (CFO only among NEOs)
Severance multiple	6 months base salary if terminated without cause within 12 months following a Change in Control (double-trigger)
Illustrative CoC severance	$252,500 (based on 12/31/2024 salary)
Equity treatment under CoC+termination	Unvested outstanding equity becomes fully vested/exercisable; estimated value $6,979,071 at $84.61 stock price on 12/31/2024
Change-in-control definition	As per 2015 Plan; standard triggers; no single-trigger severance
Clawback	Board-adopted recoupment policy on Nov 17, 2023 to comply with Nasdaq Rule 10D-1; awards also subject to forfeiture for “cause” and restrictive covenant violations
Tax gross-ups	None for any change-in-control payments (policy)

Compensation Structure Analysis

Mix and at-risk pay: Significant equity emphasis; 2024 equity mix ~67% options/33% RSUs; 2025 introduces PSUs (one-third of grant) tying vesting to revenue and clinical/regulatory outcomes, increasing performance linkage .
Discretion and goals: Corporate goals disclosed at category level (specific metrics not disclosed for competitive reasons); Compensation Committee set challenging targets; 2024 payout at 175% reflecting multiple overachievements .
Option/RSU design: Options vest quarterly over 4 years and are value-only-on-appreciation; RSUs include a 7-year post-vest delivery delay, reducing near-term sell pressure after vesting .
Governance and shareholder support: Independent Compensation Committee with FW Cook as consultant; say-on-pay support ~97% in 2024 and ~96% in 2023 indicates strong investor alignment .

Say-on-Pay & Shareholder Feedback

Year	Say-on-Pay Approval
2024	~97% approval
2023	~96% approval

Equity Compensation Plan & Overhang (context)

As of March 31, 2025, outstanding awards totaled 9.35M shares (8.29M options; 0.99M RSUs; 0.06M PSUs), with 2.48M shares remaining available for grant under the 2015 Plan; the 2025 Plan was proposed to maintain competitive equity capacity .

Investment Implications

Alignment: Pizzie’s pay structure is highly equity-centric with new PSUs tied to multi-year revenue and clinical/regulatory milestones, strengthening pay-for-performance. The prohibition on hedging/pledging and the 7-year RSU settlement delay further align him to long-term value creation and mitigate near-term selling pressure .
Supply/vesting dynamics: Multiple option grants are already exercisable, and new grants vest through 2028; while vested options can translate to potential supply, lack of 2024 option exercises by Pizzie and delayed RSU share delivery temper immediate selling risk .
Retention and deal incentives: Severance is modest (6 months) but equity acceleration on double-trigger CoC is meaningful ($6.98M estimated at 12/31/2024), creating strong alignment to transaction value while maintaining standard governance (no gross-ups, double-trigger) .
Performance backdrop: Revenues scaled from $50.0M (2022) to $385.7M (2024), but EBITDA remained negative and TSR (2019 base) was $81.86 at FY2024—supporting incentives to drive operating leverage and sustained commercial execution into PSU windows .

Overall, compensation design (RSUs with long delivery, options, and new PSUs), strong say-on-pay support, and strict trading/pledging policies suggest high alignment and manageable selling pressure risk. Key watch items are execution against revenue and regulatory milestones embedded in 2025 PSUs and progress toward EBITDA improvement to support long-term TSR.