Susan Mahony
Axsome TherapeuticsAbout Susan Mahony
Susan Mahony, Ph.D., M.B.A., age 60, joined Axsome’s Board in October 2023 and is a Class II director with a term expiring in 2026. She is a former Senior Vice President at Eli Lilly (2009–2011) and President of Lilly Oncology (2011–2018), with global leadership across Europe, the U.S., Canada, Japan, and China, and commercialization of products including duloxetine. She holds a B.Sc. in Pharmacy and a Ph.D. in Oncology from Aston University (UK), and an MBA from London Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Senior Vice President | 2009–2011 | Leadership roles across multiple geographies |
| Eli Lilly and Company (Lilly Oncology) | President | 2011–2018 | Grew from one to five marketed medicines; led global development and launches incl. duloxetine |
| Bristol Myers Squibb | Led commercial activities for cardiovascular business | Not disclosed | Commercial leadership |
| Amgen | Sales and marketing | Not disclosed | Commercial roles |
| Schering-Plough | Sales and marketing | Not disclosed | Commercial roles |
| Horizon Therapeutics | Director (prior) | 2019–Oct 2023 (Amgen acquisition) | Board service until acquisition |
| Vifor Pharma | Director (prior) | 2019–Aug 2022 (CSL Limited acquisition) | Board service until acquisition |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| Zymeworks Inc. | Director | Current | Not disclosed |
| Assembly Biosciences | Director | Current | Not disclosed |
| Catalent, Inc. (subsidiary of Novo Holdings A/S) | Private company board | Current | Not disclosed |
| Chordoma Foundation | Director (nonprofit) | Current | Not disclosed |
Board Governance
- Independence: The Board determined Dr. Mahony is independent under Nasdaq rules and Rule 10A-3 (audit committee independence) .
- Board structure: CEO and Chair roles combined (Tabuteau); Lead Director is Dr. Coleman with defined responsibilities .
- Committees and 2024 activity:
- Audit Committee: Member; Chair—Mark Saad; met 4 times in 2024 .
- Compensation Committee: Member; Chair—Dr. Coleman; met 6 times in 2024 .
- Nominating & Corporate Governance Committee: Member; Chair—Dr. Jeffs; met 2 times in 2024 .
- Attendance: Board met 6 times; no director attended fewer than 75% of Board and committee meetings in 2024 .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Indemnification: Directors are indemnified and liability limited per DGCL, subject to exceptions .
| Committee | Chair | Members Include Mahony | 2024 Meetings |
|---|---|---|---|
| Audit | Mark Saad | Yes | 4 |
| Compensation | Mark Coleman | Yes | 6 |
| Nominating & Corporate Governance | Roger Jeffs | Yes | 2 |
| Independence Status | Basis |
|---|---|
| Independent Director | Nasdaq rules; Rule 10A-3 for Audit Committee |
Fixed Compensation
- Axsome’s non-employee director cash fee schedule (pro-rated) changed June 7, 2024:
| Role | Jan 1–Jun 6, 2024 Cash Retainer ($) | From Jun 7, 2024 Cash Retainer ($) |
|---|---|---|
| Board member | 50,000 | 50,000 |
| Lead Director | 25,000 | 25,000 |
| Audit Committee member | 10,000 | 10,000 |
| Audit Chair | 20,000 | 20,500 |
| Compensation Committee member | 7,500 | 9,000 |
| Compensation Chair | 15,000 | 20,000 |
| Nominating & Corporate Governance member | 5,000 | 5,000 |
| Nominating & Corporate Governance Chair | 10,000 | 10,750 |
- 2024 Director Compensation (Mahony elected equity in lieu of cash; amounts below represent fees earned then converted to options):
| Name | Fees Earned in Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Susan Mahony, Ph.D., M.B.A. | 73,349 | 324,961 | 398,309 |
Notes:
- Other than Dr. Coleman, all directors elected options in lieu of 2024 cash fees; options were granted Feb 2025 at fair market value on grant date and were immediately vested and exercisable .
Performance Compensation
- Annual equity retainer: Options with grant-date fair value of $325,000; vest in full on the one-year anniversary; granted at close of business on the annual meeting date .
- 2024 director equity grant: 5,799 options per director for board service; vest in full one year from grant (June 2024) .
- Award limits: Under 2025 LTIP, total annual director compensation (cash + grant-date fair value of awards) capped at $750,000; $1,500,000 in first year of service .
| Equity Component | Grant Date | Quantity | Grant-Date Fair Value ($) | Vesting | Exercise Price |
|---|---|---|---|---|---|
| Annual equity retainer (options) | Annual Meeting (2024) | Not disclosed | 325,000 | 100% at 1-year anniversary | Fair market value at grant |
| Board service options | Jun 2024 | 5,799 | Not disclosed | 100% at 1-year anniversary | Not disclosed |
| Options in lieu of 2024 cash fees | Feb 2025 | Not disclosed | Converted equivalent of fees | Immediate vesting/exercisable | Fair market value at grant |
Other Directorships & Interlocks
| Company | Type | Interlocks/Notes |
|---|---|---|
| Zymeworks Inc. | Public | Current directorship |
| Assembly Biosciences | Public | Current directorship |
| Horizon Therapeutics | Public (prior) | Served until Amgen acquisition (Oct 2023) |
| Vifor Pharma | Public (prior) | Served until CSL Limited acquisition (Aug 2022) |
| Catalent, Inc. (subsidiary of Novo Holdings A/S) | Private | Current board; potential industry adjacency |
| Chordoma Foundation | Nonprofit | Current board |
- Compensation Committee Interlocks: None in 2024; no insider participation or cross-committee interlocks disclosed .
Expertise & Qualifications
- Global biopharma commercial and operational leadership (Eli Lilly SVP; Lilly Oncology President), including multi-region P&L oversight and product launches (duloxetine) .
- Board experience across multiple public companies, including oncology and infectious disease sectors; private company and nonprofit governance .
- Advanced scientific and business credentials (Ph.D. in Oncology; MBA; Pharmacy background) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis/Notes |
|---|---|---|---|
| Susan Mahony, Ph.D., M.B.A. | 10,762 | <1% | Includes shares she has right to acquire within 60 days of Record Date . Shares outstanding on Record Date: 49,219,312 . |
| Options held (as of Dec 31, 2024) | 13,365 | n/a | Aggregate number of option awards held . |
- Section 16(a) compliance: All directors/officers filed timely during 2024 .
Governance Assessment
- Board effectiveness: Mahony serves on all three key committees (Audit, Compensation, Nominating & Corporate Governance), indicating high engagement across financial oversight, pay, and governance; committee activity levels (Audit 4x, Compensation 6x, Nominating 2x in 2024) and Board meeting attendance thresholds met strengthen investor confidence .
- Independence and oversight: Confirmed independent under Nasdaq and Rule 10A-3; independent directors hold executive sessions; robust Audit Committee responsibilities include related-party transaction review, internal controls, and cybersecurity oversight .
- Director compensation alignment: Heavy equity orientation—annual $325k option retainer plus election to receive options in lieu of cash fees—aligns interests with TSR; one-year vesting promotes near-term alignment while maintaining governance-friendly plan features (no option repricing; director award caps) .
- Compensation committee practices: Uses independent consultant FW Cook; committee assessed and reported no consultant conflicts; compensation risk assessment concluded policies do not encourage excessive risk .
- RED FLAGS (Company-level conflicts to monitor): Ongoing related-party license agreements with Antecip (CEO-controlled) tied to AXS-05/Auvelity with 3.0% royalty; $8.7 million accrued Royalties in 2024—requires ongoing Audit Committee scrutiny; policy exists for related-party review/approval, which mitigates risk but remains a governance sensitivity for investors .
- Protections: Clawback policy adopted Nov 17, 2023 consistent with Nasdaq Rule 10D-1; awards include clawback/forfeiture provisions; award transfer restrictions reduce pledging risk for unvested awards .