Thomas Lönngren
About Thomas Lönngren
Thomas Lönngren (age 74 as of April 14, 2025) is a Class II independent non‑executive director of COMPASS Pathways, serving since May 2018 and nominated for re‑election at the 2025 AGM; if re‑elected, his term runs to the 2028 AGM. He is Director at PharmaExec Consulting AB; Strategic Advisor at SSI Strategy (US) since 2010; non‑executive board member at Egetis Therapeutics AB (Sweden); and special advisor to the Centre for Innovation in Regulatory Science (CIRS). Previously, he was Deputy Director General of the Swedish Medical Product Agency (to 2000) and Executive Director of the European Medicines Agency (2001–2010). Lönngren holds a degree in pharmacy and an MSc in Social & Regulatory Pharmacy from Uppsala University, and is an Honorary Member/Fellow of several UK professional bodies, reflecting deep regulatory leadership credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| European Medicines Agency (EMA) | Executive Director | 2001–2010 | Led EU regulatory agency; policy and oversight experience |
| Swedish Medical Product Agency | Deputy Director General | To 2000 | National regulatory leadership |
| NDA Group (Sweden) | Board Member (previous) | Until acquisition by SSI Strategy in 2023 | Advisory and board experience in regulatory consulting |
| PharmaExec Consulting AB | Director | Current | Consultancy leadership |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| SSI Strategy (US) | Strategic Advisor | Since 2010 | US life sciences consultancy; acquired NDA Group in 2023 |
| Egetis Therapeutics AB | Non‑Executive Board Member | Current | Sweden‑based therapeutics company |
| Artis Venture (US) | Advisor | Current | Venture advisory role |
| Baren Therapeutics (US) | Advisor | Current | Company advisor role |
| Centre for Innovation in Regulatory Science (CIRS), London | Special Advisor | Current | Regulatory science advisory |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee; not on Audit & Risk, Compensation & Leadership Development, or Scientific Committees (see matrix below). The Board has determined all Nominating Committee members are independent under Nasdaq rules .
- Committee activity: Nominating & Corporate Governance Committee held 2 meetings in 2024; Audit & Risk held 5; Compensation & Leadership Development held 4 .
- Attendance: The Board met 10 times in 2024; all then‑serving directors attended at least 75% of aggregate Board and committee meetings for which they were members .
- Director class and tenure: Class II (term expired at 2025 AGM); nominated for re‑election; if elected, serves until 2028 AGM .
| Committee | Membership | Chair | 2024 Meetings |
|---|---|---|---|
| Audit & Risk | No | Daphne Karydas | 5 |
| Compensation & Leadership Development | No | Annalisa Jenkins | 4 |
| Nominating & Corporate Governance | Yes | Thomas Lönngren | 2 |
| Scientific | No | Robert McQuade | — |
- Nominating Committee responsibilities include director criteria, candidate identification/evaluation, committee assignments, governance guidelines, and Board/committee evaluations; it considers diversity of perspectives, experiences, and backgrounds in nominations .
Fixed Compensation
| Component | Policy (2024) | Policy (2023) | Notes |
|---|---|---|---|
| Annual Retainer (Board Member) | $40,000 | $40,000 | Paid monthly, prorated |
| Lead Independent Director | $20,000 | $20,000 | If applicable |
| Audit & Risk Chair / Member | $18,000 (to $20,000 post‑June 2025) / $9,000 (to $10,000 post‑June 2025) | $16,000 / $8,000 | Revised in 2024 |
| Compensation Chair / Member | $14,000 (to $15,000 post‑June 2025) / $7,000 (to $7,500 post‑June 2025) | $12,000 / $6,000 | Revised in 2024 |
| Nominating & Corporate Governance Chair / Member | $10,000 / $5,000 | $10,000 / $5,000 | Lönngren is Chair |
| Scientific Chair / Member | $12,000 / $6,000 | $12,000 / $6,000 | — |
| Chair of the Board Retainer | $100,000 | £80,000 (approx. $99,495) | Converted, revised in 2024 |
| Director | 2024 Cash Fees ($) | Notes |
|---|---|---|
| Thomas Lönngren | 49,748 | Aggregate cash paid in 2024 |
- Policy allows cash and equity for non‑executive directors; value of annual cash + equity capped at £750,000 per director; no formal share ownership guidelines for non‑executive directors .
Performance Compensation
| Equity Award Policy | Grant Size | Vesting | Details |
|---|---|---|---|
| Initial director grant (new NEDs) | 52,000 options | 36 equal monthly installments over 3 years | Upon appointment |
| Annual grant (continuing NEDs) | 26,000 options (39,000 for Board Chair) | Vests in full upon earlier of 1‑year anniversary or next AGM | Granted at AGM |
| Director | 2024 Option Awards ($, grant‑date fair value) | Total 2024 Compensation ($) |
|---|---|---|
| Thomas Lönngren | 222,040 | 271,788 |
| Thomas Lönngren – Outstanding Options (as of 12/31/2024) | Date of Grant | Strike Price ($) | Quantity | Expiry |
|---|---|---|---|---|
| Option | 03/30/2020 | 0.01 | 14,771 | 03/30/2030 |
| Option | 06/30/2020 | 0.01 | 23,740 | 06/30/2030 |
| Option | 09/18/2020 | 17.00 | 21,584 | 09/18/2030 |
| Option | 10/01/2021 | 29.87 | 12,000 | 09/30/2031 |
| Option | 06/16/2022 | 9.41 | 17,000 | 06/15/2032 |
| Option (Annual Grant) | 06/02/2023 | 7.88 | 26,000 | 06/01/2033 |
| Option (Annual Grant) | 05/09/2024 | 8.54 | 26,000 | 05/08/2034 |
Performance metrics tied to director compensation: Not disclosed; non‑executive director equity is time‑vested to align interests rather than tied to specific financial/ESG metrics .
Other Directorships & Interlocks
| Company/Organization | Role | Potential Interlock/Conflict |
|---|---|---|
| Egetis Therapeutics AB | Non‑Executive Director | No CMPS‑specific transaction disclosed |
| SSI Strategy (US) | Strategic Advisor | SSI Strategy acquired NDA Group (prior Lönngren board) in 2023; no disclosed CMPS transactions with SSI |
| PharmaExec Consulting AB | Director | Consultancy; no disclosed CMPS related‑party dealings |
| Artis Venture; Baren Therapeutics | Advisor | Venture/advisor roles; monitor for potential future conflicts if counterparties engage with CMPS |
| CIRS (London) | Special Advisor | Regulatory advisory; no conflict disclosed |
Expertise & Qualifications
- Regulatory leadership: EMA Executive Director (2001–2010); Swedish MPA Deputy Director General, bringing deep regulatory and compliance expertise .
- Governance: Chair of Nominating & Corporate Governance Committee; independence affirmed under Nasdaq rules .
- Education and honors: Pharmacy degree and MSc in Social & Regulatory Pharmacy (Uppsala); honorary recognitions in UK professional bodies .
Equity Ownership
| Metric | 12/31/2023 | 12/31/2024 | As of 04/14/2025 |
|---|---|---|---|
| Beneficially Owned Shares (Number) | 174,996 | 204,144 | 230,144 |
| Percent of Outstanding | — | — | <1% of 92,849,501 shares |
| Total Options Outstanding | 115,095 | 141,095 | — |
| Unvested Options (Time‑based) | 30,047 | 26,000 | — |
| Vested but Unexercised Options | 85,048 | 115,095 | — |
| RSUs (Total/Unvested) | — | — | — |
- Hedging/pledging: CMPS Insider Trading Policy prohibits hedging and pledging of company securities by directors; use as loan collateral is also prohibited .
- Ownership guidelines: No formal share ownership guidelines for non‑executive directors .
Governance Assessment
- Strengths: Independent director; chairs Nominating & Corporate Governance; strong regulatory pedigree (EMA and Swedish MPA) supporting risk oversight and compliance; Board/committee independence documented; active Board evaluation process overseen by his committee .
- Engagement: Board met 10 times in 2024; all directors met at least 75% attendance; Nominating Committee convened twice, appropriate for committee remit .
- Incentive alignment: Receives annual option grants (time‑based vesting) and cash fees; equity is significant in 2024, which aligns incentives with shareholder value creation while lacking explicit performance metrics typical for directors .
- Investor sentiment: Say‑on‑pay support at 2024 AGM was 99.75%; Directors’ Remuneration Report support was 99.88%, indicating strong shareholder confidence in overall compensation governance .
- Policies: Robust prohibitions on hedging/pledging; compensation recovery (clawback) adopted per Nasdaq rules .
- Watchpoints/RED FLAGS:
- Multiple external advisory roles (SSI Strategy, venture firms) warrant ongoing monitoring for potential related‑party or conflict exposures, though none are disclosed currently .
- No formal director share ownership guidelines could be viewed as a gap in long‑term alignment, albeit common in small/mid biotech governance structures .
- Limited committee meeting frequency for Nominating (2 in 2024) is typical but places emphasis on execution quality and board evaluation rigor .
Related Party & Compliance Notes
- Related parties: No family relationships disclosed; Section 16(a) filings were timely for 2024; related‑party transaction policy in place (Audit & Risk Committee reviews/approves). CMPS disclosed limited license/consulting agreements in 2024–2025 with Alithos, Inc. (co‑founders’ new company), generating ~$0.6 million other income; terminable on short notice; not tied to Lönngren .
- Audit oversight: Audit & Risk Committee independence and financial expertise documented; all PwC services were pre‑approved; independence confirmed .
Employment & Contract
| Director | Executive/NED | Date of Contract |
|---|---|---|
| Thomas Lönngren | NED | 15 September 2020 |
Director Compensation Structure Analysis
- Year‑over‑year: Lönngren’s cash fees increased modestly ($48,145 in 2023 vs $49,748 in 2024), while reported 2024 option grant fair value was materially higher ($222,040), reflecting standardized annual grants and ASC 718 valuation; policy revisions in 2024 increased certain committee fees and moved Chair retainer to USD .
- Mix and risk: Shift emphasizes equity options with time‑based vesting; no repricing disclosed; options vest upon next AGM for annual grants, supporting near‑term alignment; no hedging/pledging permitted .
Say‑on‑Pay & Shareholder Feedback
| Item | Result/Notes |
|---|---|
| 2024 Say‑on‑Pay (NEO comp) | 99.75% support (non‑binding advisory) |
| 2024 Directors’ Remuneration Report | 99.88% in favor (non‑binding advisory) |
| Compensation consultant | Aon’s Human Capital Solutions engaged in 2024; independent consultant |
Insider Trades & Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings | All reporting persons timely for 2024; no delinquencies |
