Jeff Jonas
About Jeff Jonas
Jeffrey M. Jonas, M.D., was appointed to the CMPS Board as a Class II independent director effective October 29, 2025; he brings three decades of neuroscience R&D leadership, including CEO/Chief Innovation Officer roles at Sage Therapeutics and executive roles at Shire, ISIS Pharmaceuticals, Forest Laboratories, and Upjohn . He holds a B.A. from Amherst College and an M.D. from Harvard Medical School, completed a psychiatry residency at Harvard, and served as Chief Resident of Psychopharmacology at McLean Hospital . Tenure: elected October 29, 2025; retires at the next AGM but eligible for re‑election per Articles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sage Therapeutics | Chief Executive Officer; later Chief Innovation Officer | CEO Aug 2013–Dec 2020; CIO Dec 2020–Nov 2022 | Led neuroscience portfolio; board member 2013–2024 |
| ABio‑X | Chief Executive Officer | Nov 2022–Sep 2023 | Biotech incubator leadership |
| Shire Pharmaceuticals | President, Regenerative Medicine Division | Earlier career (dates not specified) | Directed strategic R&D milestones |
| ISIS Pharmaceuticals; Forest Laboratories; Upjohn | Senior roles (R&D/medical) | Earlier career (dates not specified) | Neuroscience and pharmacology leadership |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Generation Bio Co (GBIO) | Director | Since 2018 | Public (Nasdaq: GBIO) |
| Noema Pharma | Chair of the Board | Current | Private |
| Delix Therapeutics | Scientific Advisory Board member | Current | Private |
| Multiple private biotech companies | Director | Current | Private |
Board Governance
- Committee assignments: Audit and Risk Committee (member) and Scientific Committee (member) . As of April 2025, Audit & Risk is chaired by Daphne Karydas; Scientific Committee is chaired by Robert McQuade; Nominating & Corporate Governance is chaired by Thomas Lönngren; Compensation & Leadership Development is chaired by Annalisa Jenkins .
- Independence: Board has determined all directors other than the CEO are independent; Dr. Jonas is a non‑employee director and there are no related‑party transactions requiring Item 404(a) disclosure; no family relationships disclosed .
- Class/tenure: Class II; retires at next AGM following appointment with eligibility for re‑election .
- Board attendance baseline: Board met 10 times in 2024; all then‑serving directors attended ≥75% of Board/committee meetings (Jonas joined in 2025; his attendance not yet disclosed) .
- Executive sessions: Independent directors meet in regularly scheduled executive sessions .
- Say‑on‑pay environment: Non‑binding say‑on‑pay support was 99.75% at the 2025 AGM and 98.0% at the 2024 AGM, indicating shareholder confidence in compensation governance .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer | $40,000 | Per Directors’ Remuneration Policy for Non‑Executive Directors |
| Audit & Risk Committee member fee | $10,000 | Annual cash retainer |
| Scientific Committee member fee | $6,000 | Annual cash retainer |
Performance Compensation
| Equity Award | Grant Date | Quantity | Exercise Price | Vesting | Notes |
|---|---|---|---|---|---|
| Initial stock option | Oct 29, 2025 | 52,000 ordinary shares (or equivalent ADSs) | Closing price of ADSs on grant date | 36 equal monthly installments over 3 years, subject to service | Granted under 2020 Share Option & Incentive Plan |
| Annual option eligibility | Each AGM | Not specified | Market closing on grant date | Per annual grant policy | Eligible for annual option grants at each shareholders’ meeting |
Performance Metrics Table (Director Compensation)
| Metric Type | Disclosure |
|---|---|
| Financial/TSR/ESG metrics tied to director pay | None disclosed; director pay comprises retainers and option grants per policy |
Other Directorships & Interlocks
| Company | Relationship to CMPS | Potential Interlock/Conflict |
|---|---|---|
| Generation Bio (GBIO) | External board role | No CMPS transaction disclosed; low direct conflict based on Item 404(a) statement |
| Noema Pharma | External board chair | Private CNS company; no CMPS transaction disclosed; monitor for future related‑party exposure |
| Sage Therapeutics; Karuna Therapeutics (prior) | Former boards | Historical roles; Karuna acquired by BMS in March 2024; no CMPS related‑party transaction disclosed |
Expertise & Qualifications
- Neuroscience/R&D leadership with >40 years of peer‑reviewed publications in psychiatric disorders, pharmacotherapy, and neuropsychopharmacology; extensive track record translating science into clinical impact .
- Clinical training and psychopharmacology expertise (Harvard/McLean), aligning with CMPS’s COMP360 psilocybin program focus .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership | Initial option award covering 52,000 ordinary shares (or equivalent ADSs) under the 2020 Plan |
| Vested vs unvested | Vests in 36 equal monthly installments over three years, subject to continued service |
| Hedging/pledging | Prohibited by CMPS Insider Trading Policy for directors/executives |
| Ownership guidelines | No formal share ownership guideline policy for non‑executive directors |
| Indemnification | Entered into standard Deed of Indemnity (form filed as Exhibit 10.6 to F‑1/A) |
Insider Filings
| Filing Type | Date | Key Item |
|---|---|---|
| Power of Attorney (Ex‑24) (in support of Section 16/Forms 3/4/5 filings) | Oct 28, 2025 | Appoints company officers to sign/file SEC forms; executed by Jeffrey M. Jonas, M.D. |
| Form 3 (Initial Statement of Beneficial Ownership) | Oct 31, 2025 | Filing exists; POA exhibit included (specific holdings not shown in available extract) |
Governance Assessment
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Strengths:
- Independent director with deep CNS drug development expertise; appointed to Audit & Risk and Scientific Committees—aligned with CMPS’s risk/clinical profile .
- No Item 404(a) related‑party transactions and no family relationships disclosed, supporting independence and low conflict risk .
- Director equity is option‑based with market‑price exercise, vesting over time—promotes alignment and retention; hedging/pledging prohibited for stronger alignment .
- Shareholder support for compensation governance remains very high (98–99.75%), indicating robust governance environment .
-
Watch‑items/RED FLAGS to monitor:
- Multiple external roles (GBIO board; Noema chair; private boards) could create time/attention risks or future interlocks if CMPS engages in transactions with these entities; currently no related‑party exposure disclosed .
- Dual committee service (Audit & Scientific) increases workload; ensure meeting attendance and engagement are maintained (Jonas joined late‑2025; attendance data not yet disclosed) .
- Annual option eligibility without disclosed performance metrics for directors—standard in U.S. biotech, but monitor equity grant levels vs. governance best practices .
Overall, Dr. Jonas adds highly relevant neuroscience operating experience and scientific oversight to CMPS as it advances COMP360 toward potential commercialization, with compensation and independence structures broadly consistent with peer biotech governance standards .
