David Norton
About David Norton
David Norton (age 73) is an independent non‑executive director of COMPASS Pathways (CMPS), serving on the Board since May 2018; his current non‑executive letter of appointment is dated September 14, 2020 . He is the former Company Group Chairman, Global Pharmaceuticals at Johnson & Johnson, where he served from 1979 to 2011 across senior leadership roles in North America, EMEA and global commercial operations, and he is a graduate of Control Data Institute (Australia) and the College of Distributive Trades (U.K.) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson & Johnson | Company Group Chairman, Global Pharmaceuticals | Until retirement in Sep 2011 (career from 1979) | Led global pharma; prior roles include Company Group Chairman for NA (2003–2004), EMEA (2004–2006), and Worldwide Commercial & Operations for CNS/Internal Medicine (2006–2009) |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Forepont Capital, LLC | Director | Current | Private investment firm board role |
| TB Alliance (Global Alliance for TB Drug Development) | Director | Current | Global non‑profit board role |
| Mallinckrodt plc (NYSE American: MNK) | Director | Previously during past 5 years | Former public company directorship |
| Vivus, Inc. | Director | Previously during past 5 years | Former public company directorship |
Board Governance
| Item | Detail |
|---|---|
| Board classification | Class I director; term expires at the 2027 AGM |
| Independence status | Independent non‑executive; member of committees composed entirely of independent directors per Nasdaq/SEC standards |
| Committee memberships | Compensation & Leadership Development Committee (member; Chair: Annalisa Jenkins) ; Nominating & Corporate Governance Committee (member; Chair: Thomas Lönngren) |
| Committee chair roles | None (not a chair) |
| Board/committee attendance (2024) | Board: all directors met ≥75% attendance; Board met 10 times . Compensation Committee: Norton attended 4 of 4 meetings . Nominating Committee held 2 meetings . |
Fixed Compensation
| Year | Cash Fees Earned ($) | Notes |
|---|---|---|
| 2024 | 78,502 | Includes Board and committee retainers under the non‑executive director policy |
Non‑Executive Director Fee Schedule (2024, revised April 1; USD amounts)
| Role/Committee | 2024 ($) | 2023 ($) |
|---|---|---|
| Board Chair annual retainer | 100,000 | 99,495 |
| Director annual retainer | 40,000 | 40,000 |
| Lead Independent Director | 20,000 | 20,000 |
| Audit & Risk Chair | 18,000 (to 20,000 effective with AGM) | 16,000 |
| Audit & Risk member | 9,000 (to 10,000 effective with AGM) | 8,000 |
| Compensation & Leadership Dev. Chair | 14,000 (to 15,000 effective with AGM) | 12,000 |
| Compensation & Leadership Dev. member | 7,000 (to 7,500 effective with AGM) | 6,000 |
| Nominating & Corporate Gov. Chair | 10,000 | 10,000 |
| Nominating & Corporate Gov. member | 5,000 | 5,000 |
| Scientific Committee Chair | 12,000 | 12,000 |
| Scientific Committee member | 6,000 | 6,000 |
Notes:
- Policy permits cash and equity fees; no formal share ownership guideline for non‑executive directors; annual cap for any non‑executive director’s cash plus equity is £750,000 .
Performance Compensation
| Year | Equity Type | Shares/Units | Grant Date | Strike/Price per Share ($) | Grant Date Fair Value ($) | Vesting | Expiry |
|---|---|---|---|---|---|---|---|
| 2024 | Option | 39,000 | May 9, 2024 | 8.54 | 333,060 (total option awards for Norton in 2024) | Annual non‑exec grants vest in full on earlier of 1‑year anniversary or next AGM; initial director grants vest 36 equal monthly installments over 3 years | 8 May 2034 (for 2024 grants) |
Outstanding Norton Options (as of Dec 31, 2024)
| Grant Date | Type | Shares | Strike ($) | Status at 12/31/24 | Earliest Exercise | Expiry |
|---|---|---|---|---|---|---|
| 7/20/2019 | Option | 99,049 | 1.32 | Outstanding | 5/5/2018 | 7/20/2029 |
| 3/30/2020 | Option | 14,771 | 2.26 | Outstanding | 5/5/2018 | 3/30/2030 |
| 9/18/2020 | Option | 21,584 | 17.00 | 4,047 vested in year | 9/18/2020 | 9/18/2030 |
| 10/1/2021 | Option | 12,000 | 29.87 | Outstanding | 10/1/2021 | 9/30/2031 |
| 6/16/2022 | Option | 17,000 | 9.41 | Outstanding | 6/16/2022 | 6/15/2032 |
| 6/2/2023 | Option | 26,000 | 7.88 | 26,000 vested in year | 6/2/2023 | 6/1/2033 |
| 5/9/2024 | Option | 39,000 | 8.54 | Outstanding | 5/9/2024 | 5/8/2034 |
Additional notes:
- As interim Board Chair, Norton received the 39,000‑share annual chair option grant on May 9, 2024, consistent with policy (chair receives 39,000; continuing directors receive 26,000) .
- 2024 director equity consists of options; no RSUs for non‑executive directors .
Other Directorships & Interlocks
| Company/Organization | Role | Overlap/Notes |
|---|---|---|
| Forepont Capital, LLC | Director (current) | Private investment board role |
| TB Alliance | Director (current) | Non‑profit; no disclosed related‑party transactions with CMPS |
| Mallinckrodt plc | Director (prior, past 5 years) | Former public board seat |
| Vivus, Inc. | Director (prior, past 5 years) | Former public board seat |
Expertise & Qualifications
- Extensive global pharmaceutical leadership; former J&J Company Group Chairman, Global Pharmaceuticals, with prior leadership across NA, EMEA, and global commercial/operations in CNS and Internal Medicine .
- Brings large‑cap pharma commercialization and governance experience relevant to CMPS’s late‑stage development and commercialization planning .
- Education: Control Data Institute (Australia) and College of Distributive Trades (U.K.) .
Equity Ownership
As of April 14, 2025 (beneficial ownership table)
| Holder | Beneficially Owned ADSs | Percent of Outstanding |
|---|---|---|
| David Norton | 249,760 | <1% |
Footnote detail (components within 60 days of 4/14/2025):
- David Norton’s line represents (i) 20,356 ADSs and (ii) 229,404 ADSs underlying options exercisable within 60 days after April 14, 2025 .
Director share interests (audited) as of December 31, 2024
| Metric | Shares | Options – Total | Options – Unvested (time‑based) | Options – Vested but Unexercised | RSUs – Total | RSUs – Unvested |
|---|---|---|---|---|---|---|
| David Norton | 210,760 | 229,404 | 39,000 | 190,404 | 0 | 0 |
Ownership policy and pledging:
- Company states no formal share ownership guidelines for non‑executive directors; no explicit disclosure of pledged or hedged shares for directors in the proxy .
Governance Assessment
- Independence and committee influence: Norton is an independent director serving on two key committees (Compensation & Leadership Development; Nominating & Corporate Governance), both comprised entirely of independent directors under SEC/Nasdaq standards—supportive of governance rigor .
- Engagement: Compensation Committee attendance was 4 of 4 in 2024; Board met 10 times and all directors achieved at least 75% attendance, indicating acceptable engagement .
- Pay structure and alignment: 2024 director pay for Norton was equity‑heavy (cash $78,502; option award fair value $333,060; total $411,562), aligning incentives to shareholder outcomes; annual chair‑level option grant (39,000) was per policy during his interim chair period .
- Ownership and skin‑in‑the‑game: As of 12/31/2024, Norton held 210,760 shares and 229,404 options (39,000 unvested, 190,404 vested but unexercised); as of 4/14/2025, 249,760 ADSs beneficially owned when including options exercisable within 60 days—moderate alignment though absence of formal NED ownership guidelines is a weakness .
- Compensation governance signals: Shareholders approved the 2024 U.K. statutory directors’ remuneration report with 99.88% support—strong positive signal for pay practices; the committee retained Aon as independent consultant and reported $157,520 in 2024 fees .
- Related‑party oversight and conflicts: Audit & Risk Committee reviews related‑party transactions; the disclosed 2024–2025 Alithos agreements involve former co‑founders, not Norton. No Norton‑specific related‑party transactions disclosed; Section 16(a) compliance reported as timely for all reporting persons—no red flags noted .
Potential red flags to monitor:
- Lack of formal NED share ownership guidelines could weaken long‑term alignment for outside directors .
- Concentration in option awards (vs RSUs/DSUs) introduces leverage; however, vesting is time‑based and capped annually—mitigating risk of outsized grants .
Notes on Policies, Vesting, and Attendance
- Director equity policy: initial option grant of 52,000 ADSs upon appointment; annual grants of 26,000 ADSs to continuing directors and 39,000 ADSs to the Board Chair; initial grants vest monthly over 36 months; annual grants vest in full on the earlier of 1‑year anniversary or next AGM .
- Committee mandates: Compensation Committee oversees executive and director pay, equity plans, and human capital; Nominating Committee manages director qualifications, nominations and governance guidelines .
Summary View
- Norton brings deep big‑pharma commercialization expertise and has maintained strong committee engagement. His compensation is primarily equity‑based and consistent with policy, and there are no disclosed Norton‑specific related‑party conflicts or filing issues—constructive for investor confidence. The primary governance gap is the absence of formal NED ownership guidelines, which shareholders may consider advocating to strengthen alignment .
