Justin Gover
About Justin Gover
Justin Gover was appointed to the Compass Pathways (CMPS) Board on July 29, 2025 as a Class III non‑executive director; he serves on the Audit & Risk Committee and Scientific Committee. He is the founding CEO of GW Pharmaceuticals (1999–2021), led FDA approval and commercialization of Epidiolex, and currently serves on Xenon Pharmaceuticals’ board; he holds an MBA from INSEAD and a B.Sc. (Hons) from Bristol University . CMPS disclosed no related‑party transactions or family relationships for his appointment, and he entered the company’s standard Deed of Indemnity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GW Pharmaceuticals plc | Founding Chief Executive Officer and Director | 1999–May 2021 | Led development/commercialization of Epidiolex; company sold to Jazz Pharmaceuticals in 2021 |
| Biotechnology Innovation Organization (BIO) | Director | 2018–2021 | Industry policy and biotech ecosystem involvement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xenon Pharmaceuticals (Nasdaq: XENE) | Director | Aug 2023–present | Current public company directorship |
| Rady Children’s Hospital Institute for Genomic Medicine | Non‑profit involvement | Not disclosed | Named involvement (non‑profit) |
| CURE Epilepsy | Non‑profit involvement | Not disclosed | Named involvement (non‑profit) |
| Privately held company (unnamed) | Director | Not disclosed | CMPS 8‑K notes private company board service |
Board Governance
- Committee memberships: Audit & Risk Committee (member) and Scientific Committee (member) .
- Class/tenure: Class III; retires at the next AGM following appointment (eligible for re‑election) .
- Independence context: CMPS states its board (other than the CEO) meets Nasdaq independence standards; independent committees are fully independent. Justin’s appointment post‑proxy implies assessment per policy; independence status was not explicitly stated in the 8‑K .
- Attendance: CMPS disclosed that then‑serving directors in 2024 attended at least 75% of Board and committee meetings; this predates Justin’s appointment .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Board retainer (member) | $40,000 | Per Director Compensation Policy |
| Audit & Risk Committee (member) | $10,000 | Per Director Compensation Policy |
| Scientific Committee (member) | $6,000 | Per Director Compensation Policy |
| Meeting fees | — | Not disclosed |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Vesting | Exercise Price | Recurrence |
|---|---|---|---|---|---|
| Stock option | Upon joining (effective July 29, 2025) | 52,000 ordinary shares (or ADS equivalent) | 36 equal monthly installments over 3 years, service‑based | Closing price of CMPS ADSs on grant date | Eligible for annual option grant at each AGM |
| Performance metrics | — | — | None disclosed; director equity is time‑based vesting | — | — |
Other Directorships & Interlocks
| Company | Industry | Role | Potential Overlap/Notes |
|---|---|---|---|
| Xenon Pharmaceuticals (XENE) | Neuroscience/ion channel | Director | No CMPS‑reported related‑party transactions with Xenon; CNS domain overlap but no transactions disclosed |
Expertise & Qualifications
- Founding CEO with end‑to‑end biotech scaling experience; led scheduled product commercialization (Epidiolex) .
- Board‑level governance and industry advocacy (BIO), plus ongoing public biotech directorship (XENE) .
- Education: MBA (INSEAD), B.Sc. (Hons) (Bristol University) .
Equity Ownership
- Initial director option grant of 52,000 shares; time‑based vesting monthly over three years; annual option eligibility at each AGM .
- CMPS prohibits hedging and pledging under its Insider Trading Policy (applies to non‑employee directors) .
- No formal stock ownership guidelines for non‑executive directors .
- No Item 404(a) related‑party transactions or family relationships disclosed for Justin Gover’s appointment .
- Standard director Deed of Indemnity entered .
Governance Assessment
- Strengths: Deep commercialization and regulatory execution for scheduled therapies; adds relevant expertise as CMPS approaches potential commercialization; committee roles in Audit & Risk and Scientific enhance oversight at a pivotal phase .
- Alignment: Equity compensation in options (at‑risk, tied to share price appreciation) plus standard retainers; annual director equity program with defined vesting .
- Policies: CMPS maintains a compensation recovery (clawback) policy designed to comply with Nasdaq requirements; board committees are independent under Nasdaq rules .
- Shareholder signals: 2024 say‑on‑pay support was 99.75%, indicating favorable investor sentiment on compensation practices; advisory vote considered in future decisions .
- Risks/RED FLAGS:
- No formal non‑executive director stock ownership guidelines (potential alignment concern for some investors) .
- Multiple external commitments (e.g., Xenon board, non‑profits); time allocation should be monitored, though CMPS cites expectations for meeting attendance and engagement .
- Independence for Justin was not explicitly affirmed in the July 2025 8‑K; expectation per policy but disclosure specific to him not provided in that filing .
Related‑party exposure: None reported for Justin Gover; CMPS explicitly disclosed no Item 404(a) related‑party transactions and no family relationships in his appointment 8‑K .
Director indemnity: Standard Deed of Indemnity in place .
