Teri Loxam
About Teri Loxam
Teri Loxam is Chief Financial Officer (principal financial and accounting officer) of COMPASS Pathways, appointed December 5, 2023, effective March 1, 2024; she was age 51 at appointment and brings 20+ years across finance, strategy, IR, and communications at public pharma/biotech and adjacent sectors . Education: MBA, UC Irvine (Paul Merage); B.Sc., University of Victoria; she serves on the boards of Vaxcyte (Nasdaq: PCVX) and Cardiol Therapeutics (Nasdaq/TSX: CRDL), chairing Cardiol’s audit committee . In 2024, company-level performance scored 70% against corporate goals; Loxam’s bonus was paid at 76% of target (prorated for start date), consistent with pay-for-performance . 2024 say‑on‑pay support was 99.75%, and 2025 say‑on‑pay again received shareholder approval (see votes below), indicating strong investor alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Gameto, Inc. | CFO | Apr 2023–Oct 2023 | Negotiated multiple licensing agreements; helped develop regulatory and commercial strategy for lead product . |
| Kira Pharmaceuticals | CFO and COO | Nov 2021–Apr 2023 | Advanced lead asset into Phase 2; grew pipeline . |
| SQZ Biotechnologies (OTC: SQZB) | CFO | Aug 2019–Nov 2021 | Led IPO; raised >$200M in first 18 months . |
| Merck & Co. (NYSE: MRK) | SVP, Investor Relations & Global Communications (various roles 2015–2019) | Aug 2015–Aug 2019 | Senior leadership over IR and global communications . |
| IMAX Corporation (NYSE: IMAX) | VP, Investor Relations | Jul 2012–Aug 2015 | Led investor relations for public company . |
| Bristol‑Myers Squibb (NYSE: BMY) | Strategy, Treasury, IR roles | Jun 2001–Jul 2012 | Increasing responsibility across finance/strategy functions . |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| Vaxcyte, Inc. (Nasdaq: PCVX) | Director | Since Sep 2021 | Board member . |
| Cardiol Therapeutics (Nasdaq/TSX: CRDL) | Director; Audit Committee Chair | Since May 2022 | Chairs audit committee . |
Fixed Compensation
| Item | 2024 Detail |
|---|---|
| Annual base salary (rate) | $490,000 . |
| Target annual bonus | 45% of base salary . |
| 2024 salary actually paid (partial year) | $388,230 . |
| 2024 corporate performance score | 70% (weighted average vs corporate goals) . |
| 2024 bonus payout (% of target) | 76% of target (prorated for partial year) . |
| 2024 annual cash bonus paid | $140,000 . |
| Consulting fees pre‑appointment | $54,958 (advisory services before CFO start) . |
Performance Compensation
Annual Cash Bonus Structure and 2024 Outcome
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (e.g., commercial launch preparation; Phase 3 progress; pivotal data timing) | Not disclosed | — | Corporate performance score set at 70% based on overachievement in launch preparation, underachievement on pivotal program data timing, others at target . | Loxam bonus funded/paid at 76% of target (prorated) . | Cash (annual) . |
Equity Awards (Initial and 2024 Grants)
| Grant | Type | Count | Exercise/Price | Vesting | Expiration/Notes | Grant Date Fair Value (2024) |
|---|---|---|---|---|---|---|
| Initial 2024 hire grant | Options | 117,643 | $11.48 | 25% after 1 year, then monthly over 36 months (time‑based) . | Expires 02/28/2034 . | Options: $1,031,153 (ASC 718) . |
| Initial 2024 hire grant | RSUs | 62,718 | — | 25% annually over 4 years (time‑based) . | Time‑based RSUs . | Stock awards (RSUs): $720,003 (ASC 718) . |
| 2024 program context | Equity mix/policy | — | — | Annual equity program using 2020 Plan; Loxam received initial option and RSU awards in March 2024 per hire terms . | — | — |
No performance share units disclosed; long‑term incentives are time‑based options and RSUs for 2024 .
Equity Ownership & Alignment
| Ownership element | Amount |
|---|---|
| Total beneficial ownership (Apr 14, 2025) | 52,725 ordinary shares (<1% of outstanding) . |
| Options exercisable (12/31/2024) | Not disclosed as exercisable; unexercisable: 117,643 at $11.48, exp. 02/28/2034 . |
| RSUs unvested (12/31/2024) | 62,718 (market value $237,074 at $3.78/ADS) . |
| Hedging/pledging | Prohibited for executives and directors under Insider Trading Policy . |
| 10b5‑1 plans | Permitted with advance counsel approval . |
| Clawback | Nasdaq‑compliant compensation recovery policy for erroneously awarded performance‑based incentive comp upon restatement (3‑year look‑back) . |
| Ownership guidelines | Company states no formal shareholding policy for directors; executive guideline not specified in proxy . |
Employment Terms
| Term | Detail |
|---|---|
| Start/Effective date | Appointment Dec 5, 2023; effective as of March 1, 2024 or filing of FY2023 10‑K (later of) . |
| At‑will; notices | At‑will; Company may terminate for Cause; either party may terminate with notice (Company: 90 days without Cause; employee: 90 days without Good Reason; 30 days’ notice for Good Reason with cure) . |
| Base and bonus | Base salary $490,000; target bonus 45% of base (up to 125% of target possible) . |
| Initial equity | Aggregate target value $1,800,000 (60% options/40% RSUs), capped at 600,000 shares; option strike = ADS closing price on grant date; time‑based vesting (options 25% at 1 year then monthly; RSUs 25% annually over 4 years) . |
| Severance (pre‑CIC) | If terminated without Cause or for Good Reason prior to a change in control: 6 months’ base salary + 50% of target annual bonus (lump sum within 30 days) . |
| Severance (post‑CIC) | If terminated without Cause or for Good Reason on or within 12 months post‑CIC: 12 months’ base salary + pro rata annual bonus; time‑based equity vests in full on termination date (double‑trigger) . |
| Non‑compete | 1‑year post‑employment in psychedelics/interventional psychiatry/digital mental health (U.S. scope), subject to terms . |
| Non‑solicit | 1‑year post‑employment non‑solicitation of customers, partners, employees/contractors . |
| Confidentiality/IP | Robust confidentiality and works‑for‑hire/IP assignment provisions . |
| Governing law/venue | Pennsylvania law; PA courts jurisdiction/venue; jury trial waived . |
| Other | Up to $5,000 legal fee reimbursement for agreement review; standard benefits eligibility . |
Say‑on‑Pay & Shareholder Feedback
- 2024 AGM say‑on‑pay support: 99.75% of votes cast supported NEO compensation .
- 2025 AGM executive compensation (Proposal 10) approved; vote results:
- For: 39,807,813; Against: 4,533,140; Withheld: 18,014,328; Broker non‑votes: 30,494,220 .
Compensation Peer Group (used for 2024 decisions)
- AC Immune SA; Adaptimmune Therapeutics plc; Alector, Inc.; Arcus Biosciences, Inc.; ATAI Life Sciences SA; Autolus Therapeutics plc; Bicycle Therapeutics plc; BioXcel Therapeutics, Inc.; CareDx, Inc.; Centessa Pharmaceuticals plc; Crinetics Pharmaceuticals, Inc.; Exscientia plc; Kymera Therapeutics, Inc.; Merus N.V.; Mind Medicine (MindMed) Inc.; Praxis Precision Medicine, Inc.; Prothena Corporation plc; PureTech Health plc; Replimune Group, Inc.; Rocket Pharmaceuticals, Inc.; Scholar Rock Holding Corporation; Y‑mAbs Therapeutics, Inc. .
Performance & Track Record
- Prior operating/finance achievements: led SQZ Biotech through IPO and raised >$200M in first 18 months; advanced Kira’s lead asset to Phase 2; executed multiple licensing agreements at Gameto .
- 2024 corporate execution at COMPASS: overachieved in U.S. commercial launch preparation; underachieved against Phase 3 pivotal program timing; overall corporate score 70%, with Loxam’s 2024 bonus funded/paid at 76% of target (prorated) .
Risk Indicators & Governance
- Hedging/pledging prohibited; short sales/derivatives also prohibited; 10b5‑1 plans allowed with counsel approval .
- Nasdaq‑compliant clawback policy (restatement‑based recovery of incentive comp; three prior fiscal years) .
- No tax gross‑ups on severance/change‑in‑control benefits; no excessive perquisites disclosed .
Equity Vesting and Potential Selling Pressure Considerations
- Time‑based RSUs vest annually over four years; options vest 25% at first anniversary, then monthly for 36 months; initial option strike $11.48, expiring 02/28/2034 .
- Insider Trading Policy restricts trading windows and prohibits hedging/pledging; executives may use pre‑approved Rule 10b5‑1 plans, which can shape future trading cadence .
Investment Implications
- Alignment: High equity mix (time‑based options/RSUs) plus cash bonus tied to corporate score supports retention and alignment; hedging/pledging bans and clawback policy strengthen governance .
- Retention/CIC economics: Pre‑CIC severance at 0.5x salary + 0.5x target bonus is modest; post‑CIC 1.0x salary + pro rata bonus with double‑trigger full acceleration of time‑based awards is standard for U.S. biotech, reducing flight risk through potential strategic events .
- Execution risk: 2024 underachievement on Phase 3 timing (despite overachievement on launch prep) underscores development risk; bonus paid at 76% reflects calibration to mixed outcomes .
- Trading signals: Annual RSU cliffs and monthly post‑cliff option vesting create periodic potential supply, but policy constraints and possible 10b5‑1 usage will govern activity; beneficial ownership remains <1% .
