Kabir Nath
About Kabir Nath
Kabir Nath, age 60, is Chief Executive Officer and a director of COMPASS Pathways (CMPS) since August 2022. He holds an M.A. from King’s College, University of Cambridge, and an M.B.A. from INSEAD; prior roles include senior leadership at Otsuka and Bristol-Myers Squibb . 2024 corporate achievements under his leadership included advancing the TRD phase III program (with timeline delays), positive PTSD phase II safety/tolerability results, capital raises extending cash runway, and preparatory steps for a potential U.S. commercial launch of COMP360 . The company presents a TSR comparison versus the Nasdaq Composite and Nasdaq Biotech indices; numeric TSR figures are not disclosed in the proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Otsuka Holdings Co., Ltd. | Senior Managing Director, Global Pharmaceuticals | 2020–2022 | Led global pharma operations and strategy |
| Otsuka North America Pharmaceutical Business | President & CEO | 2016–2022 | Ran North America pharma business, commercial leadership |
| Bristol-Myers Squibb | Roles of increasing responsibility and leadership | 2003–2015 | Commercial and senior leadership experience in biopharma |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Foundation for Suicide Prevention (AFSP) | Director | Current | Non-profit board service |
Fixed Compensation
Multi-year summary compensation:
| Metric | 2023 | 2024 |
|---|---|---|
| Salary (USD) | $594,500 | $628,352 |
| Bonus (USD) | $338,900 | $267,139 |
| Stock Awards (USD, RSUs) | $273,420 | $1,043,280 |
| Option Awards (USD) | $1,241,783 | $2,364,340 |
| All Other Compensation (USD) | $376,155 | $36,191 |
| Total Compensation (USD) | $2,824,757 | $4,339,303 |
Base salary progression and target bonus:
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Base Salary (USD) | $594,500 | $628,352 (+5.7%) | $628,363 (£491,600) |
| Target Annual Bonus (% of Salary) | 60% (policy) | 60% (policy) | 60% (policy) |
| Actual Annual Bonus Payout | N/A | 70% of target ($267,139) | N/A |
Compensation design and governance highlights: executive pay comprises base salary, annual cash bonus, and long-term equity incentives; severance/change-in-control benefits are defined by employment agreements . No excessive perquisites, no hedging/pledging permitted, and no tax gross-ups on change-in-control/severance payments .
Performance Compensation
Annual cash bonus outcomes and drivers:
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate performance score (2024) | Company-wide | 100% | 70% | 70% of target (CEO bonus) | N/A |
| Prepare for potential U.S. commercial launch | N/A | Goal set by Board | Overachieved | Reflected in 70% score | N/A |
| Phase 3 pivotal program progress (COMP005) | N/A | Goal set by Board | Underachieved (timeline delays) | Reflected in 70% score | N/A |
| Remaining corporate goals | N/A | Goal set by Board | Achieved at target | Reflected in 70% score | N/A |
Long-term incentives granted in 2024:
| Award Type | Granted (2/1/2024) | Vesting | Notes |
|---|---|---|---|
| Options | 275,000 | 48 monthly installments over 4 years (commencement 2/1/2024) | Time-based; exercise price $11.34; expiry 1/31/2034 |
| RSUs | 92,000 | 4 equal annual installments (commencement 2/1/2024) | Time-based; 2024 year-end market value $347,760 at $3.78 |
Legacy/new hire awards and vesting mechanics:
- New-hire option award (8/1/2022): vests 25% at 1-year cliff, then monthly to 4 years ; exercisable 350,000, unexercisable 250,000, $14.94 strike, exp. 7/31/2032 .
- 2023 cycle option/RSU awards: options vest monthly over 4 years (commencement 2/2/2023) and RSUs vest annually over 4 years (commencement 2/2/2023) .
Equity Ownership & Alignment
Director shareholdings and equity interests:
| Date | Beneficially Owned Shares | Total Options | Unvested Options | Vested but Unexercised Options | Total RSUs | Unvested RSUs |
|---|---|---|---|---|---|---|
| 12/31/2024 | 488,477 | 1,028,900 | 551,072 | 477,828 | 135,900 | 135,900 |
| 4/14/2025 | 640,196 (less than 1% of 92,849,501) | N/A | N/A | N/A | N/A | N/A |
Outstanding equity awards at 12/31/2024:
| Instrument | Exercisable | Unexercisable | Exercise Price | Expiration | RSUs Unvested | Market Value (at $3.78) |
|---|---|---|---|---|---|---|
| Options (8/1/2022 grant) | 350,000 | 250,000 | $14.94 | 07/31/2032 | — | — |
| Options (2/2/2023 grant) | 70,537 | 83,363 | $10.85 | 02/01/2033 | — | — |
| Options (2/1/2024 grant) | 57,291 | 217,709 | $11.34 | 01/31/2034 | — | — |
| RSUs (8/1/2022 grant) | — | — | — | — | 25,000 | $94,500 |
| RSUs (2/2/2023 grant) | — | — | — | — | 18,900 | $71,442 |
| RSUs (2/1/2024 grant) | — | — | — | — | 92,000 | $347,760 |
Ownership policy and trading restrictions:
- No formal executive/non-executive director shareholding policy; ownership and award details are disclosed in the remuneration report .
- Insider Trading Policy prohibits hedging, pledging, short sales, and standardized options; 10b5-1 plans require counsel approval .
Employment Terms
| Term | Details |
|---|---|
| Start Date | Employment agreement effective August 1, 2022 (CEO appointment) |
| Relocation & Agreements | U.S. agreement amended Dec 2023; UK relocation in Q2 2024 with UK employment agreement (amended April 2025) |
| Base Salary (2025) | £491,600 ($628,363), subject to annual review |
| Target Bonus | 60% of base; up to 125% of target in certain circumstances |
| Director Compensation | No additional compensation for board service |
| Allowances | £7,500 allowance for tax advice and spouse’s visa fees; prior housing stipend £12,000/month through Aug 2023; one-time legal fee reimbursement up to $5,000; one-time $250,000 relocation payment |
| PILON Severance | Payment in lieu of notice equals 15 months’ base salary plus target annual bonus; paid within 28 days |
| Notice/Garden Leave | Minimum 3 months’ written notice; company may place on garden leave (salary paid; no bonus/incentive accrual during garden leave) |
| Cause Termination | Immediate termination with no further payments (other than accrued amounts) in defined cause scenarios |
Board Governance
| Attribute | Details |
|---|---|
| Board Service | CEO and director since Aug 2022; re-elected on June 12, 2025 to serve until the 2028 AGM (subject to rotation) |
| Independence | Not independent (employee/executive officer); all other current directors are independent under Nasdaq and SEC rules |
| Committee Roles | No committee memberships listed for Nath; Board committees composed entirely of independent directors |
| Board Leadership | Roles of CEO and Chair are separated; Chair is an independent non-executive director |
| Director Compensation | Nath receives no additional compensation for director service |
| Committee Activity (2024) | Audit & Risk: 5 meetings; Compensation & Leadership Development: 4 meetings; Nominating & Corporate Governance: 2 meetings |
Say-on-Pay & Shareholder Feedback
| Item | Outcome |
|---|---|
| 2025 AGM – Advisory vote on named executive officer compensation (Proposal 10) | Approved; votes For 39,807,813, Against 4,533,140, Withheld 18,014,328, Broker Non-Votes 30,494,220 |
| 2025 AGM – Advisory vote on U.K. statutory directors’ remuneration report (Proposal 9) | Approved; votes For 39,900,228, Against 4,450,834, Withheld 18,004,219, Broker Non-Votes 30,494,220 |
| 2024 AGM say-on-pay support | 99.75% of votes cast supported named executive officer compensation |
Compensation Committee Analysis
- Composition and independence: Annalisa Jenkins (Chair), David Norton, Wayne Riley; all independent under SEC/Nasdaq and heightened independence standards; CEO compensation recommended to Board; use of Aon as independent consultant .
- Responsibilities include setting CEO goals, evaluating performance, administering equity plans, and human capital oversight; authority to retain independent advisors and approve grants .
Compensation Structure Analysis
- Increased equity emphasis in 2024: RSU and option grant-date values rose materially (RSUs: $1.04M; options: $2.36M), indicating higher at-risk equity vs 2023 ($0.27M RSUs; $1.24M options) .
- Base salary modestly increased by 5.7% in 2024, consistent with inflation and benchmarking; 2025 salary maintained at ~$628k .
- Bonus funding tied to corporate objectives with a 70% corporate score for 2024; CEO bonus aligned to the corporate score .
- Clawback policy implemented per Nasdaq rules; no tax gross-ups on change-in-control/severance; hedging/pledging prohibited — supportive of shareholder alignment .
Equity Ownership & Alignment Commentary
- Beneficial ownership increased from 488,477 (12/31/2024) to 640,196 (4/14/2025), remaining <1% of shares outstanding (92,849,501) .
- Significant unvested RSUs (135,900 at 12/31/2024) vest annually, and options vest monthly; this creates predictable vesting cadences that can translate into periodic liquidity events; hedging/pledging is prohibited by policy .
Performance & Track Record
- 2024 highlights: Positive phase II PTSD safety/tolerability results; progress in TRD phase III (with delays); capital raised via ATM and warrants; preparation for scalable commercial launch, including healthcare center agreements and founding membership in the Association for Prescription Psychedelics; board strengthened with independent chair and executive additions .
Director Compensation (Kabir Nath)
- Cash retainer/fees: None; Nath receives no additional compensation for board service .
- Equity compensation for director service: Not applicable; executive equity awards disclosed separately .
Related Party Transactions, Hedging/Pledging, and Red Flags
- Hedging and pledging: Prohibited for directors and executive officers .
- Tax gross-ups: Not provided on change-in-control/severance .
- Audit independence and oversight: Audit & Risk Committee fully independent and met regularly with PwC; responsibilities include oversight of financial reporting, controls, cybersecurity, and related-party transactions .
- No disclosed payments to past directors or for loss of office in 2024 .
Expertise & Qualifications
- Education: M.A. King’s College, University of Cambridge; M.B.A. INSEAD .
- Industry experience: Senior leadership across Otsuka and BMS; commercial and global pharma oversight .
- Current role: CEO and director at COMPASS Pathways .
Employment & Contracts (Retention Risk Indicators)
- Contract structure includes PILON severance (15 months’ base + target bonus) and garden leave provisions; relocation and allowances provided; minimum 3 months’ notice .
- No change-in-control multiples disclosed in provided excerpts; skip if not disclosed .
Investment Implications
- Pay-for-performance alignment: CEO bonus linked to corporate performance score (70% for 2024), with compensation committee oversight and independent consultant support; time-based equity predominates, reducing reliance on explicit long-term performance metrics .
- Vesting-driven supply: Annual RSU vesting and monthly option vesting create scheduled potential selling windows; hedging/pledging prohibitions mitigate misalignment but do not eliminate liquidity-driven pressure .
- Retention and severance economics: PILON equal to 15 months’ base plus target bonus provides meaningful downside protection and may reduce voluntary departure risk; garden leave limits incentive accruals during notice periods .
- Governance balance: Dual role as CEO/director is offset by an independent non-executive Chair and fully independent committees; Nath receives no director compensation, limiting pay stacking concerns .
- Shareholder sentiment: Recent say-on-pay and remuneration report approvals at the 2025 AGM indicate investor support for compensation practices, reducing near-term governance friction risk .
