Guy Goodwin
About Guy Goodwin
Chief Medical Officer at COMPASS Pathways (CMPS) since August 2021; age 77. Emeritus Professor of Psychiatry at the University of Oxford with prior leadership at P1vital; degrees include BA, DPhil, BM, BCh from Oxford. He is a fellow/former president in leading psychopharmacology bodies, underscoring deep clinical and regulatory credentials for late‑stage psychiatric drug development . During his tenure, company TSR (value of a $100 investment) moved from 47 (2022) to 51 (2023) and 22 (2024), reflecting biotech volatility through Phase 3 execution .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR index (Value of initial $100 investment) | 47 | 51 | 22 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Oxford | Professor of Psychiatry; now Emeritus | 1996–present | Led academic psychiatry; senior clinical and translational oversight |
| P1vital | Medical Director | 2018–2021 | Industry–academic interface; early clinical decision tools |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Oxford | Emeritus Professor of Psychiatry | Ongoing | Academic standing and network |
| Professional bodies (e.g., BAP, ECNP) | Fellow; Former President | N/A | Sector leadership in psychopharmacology |
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $411,540 | $435,781 |
| All Other Comp (perqs/pension/HSAs) | — | $5,031 (HSA) |
- 2024 base salary rose 3.0% (USD basis; proxy converts non‑USD at £1:$1.2782) .
- Amended employment agreement (Apr 2025) sets base salary at £324,450 ($446,346) prospectively; target bonus set to 35% (was 40% in 2024) .
Performance Compensation
| Plan/Metric | Target | Actual/Payout | Amount (USD) | Notes |
|---|---|---|---|---|
| Annual Cash Bonus (2024) | 40% of base salary | 76% of target | $132,419 | Corporate score set at 70% with individual differentiation |
| Equity Award (Feb 2024) | Options 63,000; RSU/Nominal 32,000 | Time-vested | — | Mix of options and RSUs supports retention and alignment |
2024 corporate objectives and assessment (weights not disclosed):
- Phase 3 TRD program progressed but timelines slipped (underachieved) .
- U.S. commercial launch readiness steps exceeded goals; state rescheduling efforts exceeded goals (overachieved) .
- Cash runway management: raised $26.2m via ATM and $37.3m from warrant exercises; budget goals met (at/above target) .
- Pipeline beyond TRD: positive open-label PTSD phase 2; AN phase 2 enrollment closed (at target) .
- Leadership/culture: added independent chair; executive team strengthened; launched industry association (at/over target) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 214,854 ADS equivalent; includes 1,994 ADS and 212,860 options exercisable within 60 days; <1% of outstanding shares . |
| Shares Outstanding (ref) | 92,849,501 ordinary shares as of Apr 14, 2025 . |
| Ownership Guidelines | Company has no formal executive or director shareholding guidelines . |
| Hedging/Pledging | Prohibited for executives and directors (no hedging, no pledging, no margin) . |
| Clawback | Nasdaq-compliant compensation recovery policy in place . |
Outstanding awards and vesting (as of 12/31/2024):
| Grant | Exercisable | Unexercisable | Strike | Expiry | Notes |
|---|---|---|---|---|---|
| Option (Aug 16, 2021) | 83,332 | 16,668 | $30.26 | 08/15/2031 | 4-year vest; 25% at 1 year then monthly |
| Option (Feb 1, 2022) | 31,875 | 13,125 | $15.75 | 01/31/2032 | 48 equal monthly installments |
| Option (Feb 1, 2022) | 4,000 | 4,000 | $0.01 | 01/31/2032 | 4 equal annual installments |
| Option (Feb 2, 2023) | 2,700 | 8,100 | $0.01 | 02/01/2033 | 4 equal annual installments |
| Option (Feb 2, 2023) | 29,287 | 34,613 | $10.85 | 02/01/2033 | 48 equal monthly installments |
| Option (Feb 1, 2024) | 13,125 | 49,875 | $11.34 | 01/31/2034 | 48 equal monthly installments |
| RSU/Nominal (Feb 1, 2024) | — | 32,000 | $0.01 | — | Vests 25% annually over 4 years |
Insider selling pressure assessment:
- Most options are far out-of-the-money vs $3.78 ADS price at 12/31/2024 (strikes $10.85–$30.26), limiting near‑term exercise/sale incentives; RSUs vest annually (8k/year) creating modest, predictable supply .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement | Employment agreement (amended Apr 2025) . |
| Base/Bonus (current terms) | Base £324,450 ($446,346); target bonus 35% (prior 2024 target 40%) . |
| Notice/PILON | 3-month notice; company may terminate with Payment in Lieu of Notice (PILON) equal to 3 months’ base salary (paid within 28 days) . |
| Garden Leave | Company may place on garden leave during notice; base salary continues; no bonus accrual for garden-leave period . |
| Severance (non‑cause or good reason within 12 months post‑CoC) | 12 months’ base salary; pro‑rata bonus for year of termination (excluding notice not worked); 12 months’ benefits; full acceleration of time‑based equity awards . |
| Covenants | Confidentiality; non‑competition and non‑solicitation (enforceability per applicable law) . |
| Clawback | Recovery policy compliant with Nasdaq . |
Compensation Structure Analysis
- Mix shift: 2024 bonus below 2023 ($132k vs $155k) while option grant fair value increased ($904k vs $633k), increasing equity at‑risk exposure and retention leverage .
- 2024 annual incentive tied to operational milestones (Phase 3 progress, launch readiness, financing runway) with a below‑target corporate score (70%) and individualized payout (Goodwin 76% of target), demonstrating some differentiation for function-specific impact .
- No hedging/pledging, robust clawback, and no 280G/4999 tax gross‑ups—all shareholder‑friendly .
- Say‑on‑pay support was very strong in 2024 (99.75%), reducing governance overhang .
Performance & Track Record
- 2024 corporate progress under medical leadership: Phase 3 TRD advanced (timelines slipped), PTSD open‑label positive, AN phase 2 enrollment closed; U.S. launch groundwork (delivery center models; state rescheduling) exceeded goals; funding runway extended via ATM and warrants .
- TSR deterioration in 2024 aligns with broader small‑cap biotech pressures and timeline slippage; option strike levels well above year‑end price underscore long‑duration alignment rather than short‑term monetization .
Say‑on‑Pay & Shareholder Feedback
| Vote | Result |
|---|---|
| 2024 Say‑on‑Pay | 99.75% support |
| 2024 U.K. Directors’ Remuneration Report (advisory) | 99.88% support |
Compensation Peer Group (Benchmarking)
The committee benchmarks primarily to U.S. pre‑commercial biotechs of similar stage/size, including mental health–adjacent peers; examples include AC Immune, atai, Autolus, Bicycle, Crinetics, Exscientia, Kymera, Merus, Praxis, Prothena, Rocket, Scholar Rock, Y‑mAbs, among others .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; clawback in place; no CIC tax gross‑ups; no excessive perquisites disclosed .
- Equity awards time‑based (no disclosed PSUs), which can dilute pay‑for‑performance stringency; however, significant options are currently OTM, limiting windfalls without value creation .
- No formal executive ownership guidelines (could be enhanced) .
- Section 16 compliance: no delinquent reports in 2024 .
Investment Implications
- Alignment: Goodwin’s package emphasizes long‑dated, largely OTM options plus RSUs with annual vesting; near‑term selling pressure is modest while incentives favor successful Phase 3 completion and regulatory milestones .
- Retention/CIC: A standard U.K.-style agreement with 12‑month salary, pro‑rata bonus, 12‑month benefits, and time‑based acceleration within 12 months of a change‑of‑control supports executive stability through pivotal readouts and potential strategic outcomes .
- Governance: Strong say‑on‑pay outcomes, clawback, and trading prohibitions reduce governance risk; absence of ownership guidelines is a minor gap .
- Execution risk: 2024 bonus outcomes reflect underachievement on Phase 3 timelines, a core driver of value; compensation remains sensitive to operational delivery with individualized differentiation (76% payout for Goodwin vs 70% corporate), signaling accountability .
