Wayne Riley
About Wayne Riley
Wayne J. Riley, M.D., MPH, MBA, is an independent, non-executive director at COMPASS Pathways (CMPS), serving since March 2021; he is 65 years old and brings deep healthcare leadership and policy experience, including as President of SUNY Downstate Health Sciences University and prior President & CEO of Meharry Medical College . He is an elected member of the U.S. National Academy of Medicine and serves as a Commissioner on the U.S. Medicare Payment Advisory Commission; his education includes a BA (Yale), MD (Morehouse), MPH (Tulane), and MBA (Rice) . The Board classifies him as independent under Nasdaq and SEC rules; CMPS separates Chair and CEO roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SUNY Downstate Health Sciences University | President; Tenured Professor (Internal Medicine; Health Policy & Management) | Jan 2017–present | Academic medical center leadership, health system governance |
| Vanderbilt University | Clinical Professor of Medicine; Adjunct Professor of Health Policy | Jul 2007–Jun 2017 | Academic leadership and policy expertise |
| Meharry Medical College | President & CEO | Jan 2007–Jul 2013 | Institutional turnaround and medical education leadership |
External Roles
| Organization | Role | Committees/Scope |
|---|---|---|
| HCA Healthcare, Inc. (NYSE: HCA) | Director | Chair, Patient Safety & Quality; Member, Audit & Compliance; Member, Nominating & Corporate Governance |
| HeartFlow, Inc. | Director | Board member (medical technology) |
| Vertex Pharmaceuticals (Nasdaq: VRTX) | Former Director | Prior public company board experience |
| National Academy of Medicine | Elected Member | National health policy leadership |
| New York Academy of Medicine | Chair of the Board | Non-profit governance |
| Society of Medical Administrators | President | Physician executive leadership |
| American College of Physicians | President Emeritus | Professional society leadership |
| U.S. Medicare Payment Advisory Commission | Commissioner | Federal health policy advisory |
Board Governance
- Board structure and independence: CMPS separates Chair/CEO; the Board deems all directors except the CEO independent under Nasdaq and SEC rules (Riley independent) .
- Board/committee workload and attendance: The Board met 10 times in 2024; the company states all then-serving directors attended at least 75% of aggregate Board and committee meetings . However, Compensation & Leadership Development Committee attendance disclosed shows Riley attended 2 of 4 meetings in 2024 due to scheduling conflicts (potential engagement flag) .
- Committee assignments (CMPS):
- Compensation & Leadership Development Committee (member)
- Nominating & Corporate Governance Committee (member)
- Scientific Committee (member)
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (Board + committees) | $54,750 | Director cash fees under policy, paid in USD from Apr 1, 2024; schedule includes $40k board retainer plus committee retainers |
Policy reference (non-exec fee schedule, 2024): Chair $100,000; Board member $40,000; Committee retainers (e.g., Audit Chair $18k rising to $20k after AGM; Comp Chair $14k to $15k; Audit member $9k to $10k; Comp member $7k to $7.5k; NGC Chair $10k; NGC member $5k; Scientific Chair $12k; Scientific member $6k) .
Performance Compensation
| Grant/Type | Grant Date | Shares/Options | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual option grant | May 9, 2024 | 26,000 options | $8.54 | Included in $222,040 below | Vests upon earlier of 1-year or next AGM (director policy) |
| Annual option grant | Jun 2, 2023 | 26,000 options | $7.88 | — | Annual director grant |
| Annual option grant | Jun 16, 2022 | 21,250 options | $9.41 | — | Director annual cycle |
| Initial option grant | Mar 31, 2021 | 24,000 options | $35.30 | — | Standard director vesting |
| 2024 “Option Awards” (aggregate fair value) | 2024 | — | — | $222,040 | Aggregate accounting FV of 2024 equity awards |
- Total 2024 Director Compensation (Riley): Cash $54,750; Options $222,040; Total $276,790 .
- Performance metrics: Non-executive director equity awards are time-based; no performance conditions (no PSU/TSR linkage) .
Other Directorships & Interlocks
| Company/Entity | Sector | Potential Interlock/Conflict Considerations |
|---|---|---|
| HCA Healthcare (NYSE: HCA) | Hospitals/Providers | CMPS intends to scale delivery of COMP360 in provider settings post-approval; no related-party transactions disclosed with HCA; monitor for future commercialization interactions |
| HeartFlow, Inc. | Medical technology | No related-party transactions disclosed |
| Vertex (prior) | Biopharma | Historical service only |
No related-party transactions involving Dr. Riley were disclosed; CMPS noted a limited license/consulting arrangement with a company of former co-founders (Alithos), unrelated to Riley .
Expertise & Qualifications
- Medical and policy expertise: President of SUNY Downstate; prior President & CEO of Meharry; NAM member; Medicare Payment Advisory Commission Commissioner .
- Board and quality oversight: Chairs HCA’s Patient Safety & Quality Committee; serves on HCA Audit & Compliance and Nominating & Corporate Governance .
- Education: BA (Yale), MD (Morehouse School of Medicine), MPH (Tulane SPHTM), MBA (Rice) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (SEC definition) | 97,250 ADSs | Consists of ADSs underlying options exercisable within 60 days of Apr 14, 2025; <1% of outstanding shares |
| Direct beneficial shares (company register view at 12/31/2024) | 68,750 shares | As of Dec 31, 2024 (separate disclosure format) |
| Options – total outstanding (12/31/2024) | 97,250 | 24,000 @ $35.30 (2021); 21,250 @ $9.41 (2022); 26,000 @ $7.88 (2023); 26,000 @ $8.54 (2024) |
| Options – vested but unexercised | 69,750 | As of Dec 31, 2024 |
| Options – unvested | 27,500 | As of Dec 31, 2024 |
| Director ownership guidelines | None for non-executives | No formal NED ownership guideline policy |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging, pledging, shorts, standardized options |
Say-on-Pay & Shareholder Feedback (Context)
- 2024 U.K. statutory directors’ remuneration report approval: 99.88% for; 0.12% against .
- 2024 say-on-pay (NEO compensation) advisory vote: 99.75% approval .
These strong approvals indicate favorable investor sentiment on CMPS governance/compensation practices.
Governance Assessment
- Strengths:
- Independent director with deep healthcare delivery, quality, and policy expertise; active leadership on HCA’s quality and governance committees—relevant to CMPS’s planned commercial delivery model post-approval .
- Independent status; Board separates Chair/CEO; committees composed solely of independents .
- Hedging/pledging prohibitions and a Nasdaq-compliant clawback policy (applies to executives; reinforces governance culture) .
- Alignment:
- Mix of cash retainer plus annual option grants; 2024 director equity vests time-based, aligning with long-term service but lacking performance conditions; no share ownership requirement for NEDs may limit “skin-in-the-game” relative to best practice .
- Potential Risks/Red Flags:
- Committee attendance: Riley attended 2 of 4 Compensation & Leadership Development Committee meetings in 2024 (50%); while the company reports all directors met at least 75% aggregate attendance across Board/committee meetings, the committee-specific shortfall is a governance engagement flag to monitor .
- Low direct ownership vs total outstanding (<1% beneficial ownership as per SEC table), common for NEDs but may be perceived as modest alignment in the absence of ownership guidelines .
- No related-party transactions disclosed involving Riley; continue monitoring given his external board at a large provider (HCA) as CMPS advances commercialization partnerships .
Fixed Compensation (Detail Reference)
| Element | Policy/Practice |
|---|---|
| Board/Committee cash retainers | Board member $40,000; committee retainers per role; Chair $100,000 (for Chair role, not Riley) |
| Travel/hospitality | Limited benefits permitted |
Performance Compensation (Detail Reference)
| Feature | Practice |
|---|---|
| Annual director equity | Options to purchase 26,000 ADSs for ongoing NEDs; Chair 39,000; initial grants 52,000 upon appointment |
| Vesting | Annual director options vest in full on earlier of 1-year anniversary or next AGM; joiner grants vest monthly over 36 months |
| Performance linkage | None; director options are time-based (no PSU/TSR hurdles) |
Committee Memberships (CMPS)
| Committee | Role | 2024 Attendance Note |
|---|---|---|
| Compensation & Leadership Development | Member | 2 of 4 meetings due to scheduling conflicts |
| Nominating & Corporate Governance | Member | Committee active; Board asserts min 75% aggregate attendance across Board/committees |
| Scientific | Member | Committee participation |
Related-Party Exposure
- None disclosed for Dr. Riley. CMPS disclosed a limited license/consulting arrangement with Alithos, tied to former co-founders; no indication of Riley involvement .
- Audit & Risk Committee reviews and approves related-party transactions under policy .
Director Compensation (2024 Summary)
| Name | Cash ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Wayne Riley | 54,750 | 222,040 | 276,790 |
| Citations: . |
Equity and Options Detail (as of 12/31/2024)
| Metric | Amount |
|---|---|
| Total options outstanding | 97,250 (24,000 @ $35.30; 21,250 @ $9.41; 26,000 @ $7.88; 26,000 @ $8.54) |
| Vested but unexercised | 69,750 |
| Unvested | 27,500 |
Key implication: Riley’s profile strengthens board oversight in patient care, quality, and health policy—a fit for CMPS’s go-to-market model—while committee attendance on compensation should be addressed to sustain investor confidence. Equity is time-based without performance hurdles, and absence of a NED ownership guideline may be viewed as a minor alignment gap relative to governance best practices .
