Emer Leahy
About Emer Leahy
Dr. Emer Leahy (age 59 as of July 22, 2025) is an independent director of Pasithea Therapeutics (KTTA), serving since June 2021. She holds a Ph.D. in neuropharmacology from University College Dublin (1990) and an MBA from Columbia University (2000), and is CEO of PsychoGenics Inc. and PGI Drug Discovery LLC; she also serves as an Adjunct Associate Professor of Neuroscience at Mount Sinai School of Medicine. Leahy brings 30+ years of pharma/biotech experience spanning drug discovery, clinical development, business development, licensing, M&A, and strategic planning. She is a Class I director with term expiring at the 2027 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bright Minds Biosciences Inc. (NASDAQ: DRUG) | Director | Until April 2022 | Served on Compensation and Audit Committees |
| PsychoGenics Inc. | Vice President, Business Development | Prior to CEO appointment (date not disclosed) | Built BD foundation before becoming CEO |
| Biotechnology Industry Organization (BIO) | Emerging Companies Section Governing Board | Not disclosed | Governance/industry advocacy role |
| Alzheimer’s Drug Discovery Foundation | Business Review Board | Not disclosed | Scientific/portfolio review role |
| International Rett Syndrome Foundation | Scientific Advisory Board | Not disclosed | Scientific advisory role |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PsychoGenics Inc. | Chief Executive Officer; Director | Since 1999 | Operates preclinical CNS services; oversight and leadership |
| PGI Drug Discovery LLC | Chief Executive Officer | Not disclosed | Psychiatric drug discovery with partnered clinical programs |
| Intensity Therapeutics, Inc. | Director | Since 2016 | Chair of Audit Committee; member of Compensation Committee (per 2024 proxy) |
| BioNJ | Chair, Board of Trustees | Current | State biotech trade association leadership |
| Mount Sinai School of Medicine | Adjunct Associate Professor of Neuroscience | Current | Academic affiliation |
| Neuronascent Inc. | Director | Current (as of 2024 proxy) | Board service at neuroscience-focused company |
Board Governance
- Independence: Board determined Leahy is independent under Nasdaq rules.
- Board structure and term: Classified board; Leahy is Class I with term expiring at the 2027 annual meeting. Directors may be removed only for cause; board vacancies filled by the board.
- Committee assignments:
- Compensation Committee: Chair; met 1 time in FY2024; committee members are all independent; no compensation advisor retained in 2024.
- Audit Committee: Member; committee met 4 times in FY2024; all members financially literate; Dumesnil is the audit committee financial expert.
- Nominating & Corporate Governance Committee: Member.
- Attendance: Board met 5 times in FY2024; each director attended at least 75% of board and applicable committee meetings.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Program term |
| Committee chair fee (per committee chaired) | $10,000 | Leahy chairs the Compensation Committee → eligible for +$10,000 |
| Chairman of the Board additional retainer | $100,000 | Not applicable to Leahy (not Chair) |
The director compensation program provides annual retainers and/or long-term equity awards. Upon joining the Board, non-employee directors are eligible for stock options to purchase 5,000 shares (50% vest after year 1; 50% after year 2).
Performance Compensation
| Grant Date | Instrument | Quantity | Exercise/Grant Price | Plan/Notes |
|---|---|---|---|---|
| 2024-03-01 | Stock Options | 7,500 | $8.13 | 2023 Incentive Plan; grant-price equal to closing price on grant date (as disclosed in proxy). |
| 2024-03-01 (initial filing) | Stock Options | 7,500 | $8.34 | Form 4 initial filing; subsequently amended on 2024-04-05. |
| 2024-04-05 (amendment) | Stock Options | 7,500 | $8.13 | Amended Form 4 reflecting final strike. |
| 2025-10-24 | Stock Options | 42,913 | $0.715 | Form 4 award; post-transaction option position in filing shows 42,913 options. |
Performance metrics: No performance-vesting metrics for director equity are disclosed; director equity is option-based and policy describes time vesting for joiner grants (50/50 over two years); no TSR/financial metric frameworks for directors are cited.
Other Directorships & Interlocks
| Company/Entity | Type | Role/Interlock | Potential Conflict Relevance |
|---|---|---|---|
| PsychoGenics Inc. | Vendor/service provider to KTTA | CEO and Director | KTTA engaged PsychoGenics for a preclinical study in 2023 (~$0.3 million). Related-party transaction overseen per Audit Committee charter. |
| Intensity Therapeutics, Inc. | External board | Director (Audit Chair; Comp member per 2024 proxy) | Information flow/industry network; no KTTA transaction disclosed. |
| Bright Minds Biosciences Inc. | External board (ended) | Director; Audit & Comp Committees until April 2022 | Historical interlock; no current conflict. |
Expertise & Qualifications
- Advanced degrees: Ph.D. in neuropharmacology (University College Dublin, 1990); MBA (Columbia University, 2000).
- Executive leadership: CEO of PsychoGenics since 1999; CEO of PGI Drug Discovery LLC.
- Transactional and strategic depth: Technology assessment, licensing, M&A, strategic planning experience; 30+ years across pharma/biotech.
- Governance/committee expertise: Audit chair and comp committee member at Intensity Therapeutics; prior audit/comp committee service at Bright Minds.
- Academic/scientific engagement: Adjunct Associate Professor, Mount Sinai; advisory roles with BIO, ADDF, and International Rett Syndrome Foundation.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of July 22, 2025) | 7,500 shares (via vested stock options); “less than 1%” of outstanding (7,443,577 shares outstanding). |
| Vested vs. unvested (as of July 22, 2025) | Includes 7,500 shares issuable upon exercise of vested options; excludes 5,000 unvested options. |
| Post-transaction option position | 42,913 options shown as securities owned on Form 4 filed 2025-10-27 (transaction 2025-10-24). |
| Shares pledged as collateral | No pledging arrangements disclosed; company states no arrangements that may result in change of control. |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Position | Source |
|---|---|---|---|---|---|---|---|
| 2024-03-01 | 2024-03-01 | Award (A) | Stock Options | 7,500 | $8.34 | 7,500 | |
| 2024-04-05 (Amendment) | 2024-03-01 | Award (A) | Stock Options | 7,500 | $8.13 | 7,500 | |
| 2025-10-27 | 2025-10-24 | Award (A) | Stock Options | 42,913 | $0.715 | 42,913 |
Governance Assessment
-
Strengths
- Independent director with deep biotech leadership and transactional experience; serves across Audit, Compensation (Chair), and Nominating & Governance, supporting board effectiveness.
- Committee workload coverage and board attendance thresholds met; board held 5 meetings in FY2024; Audit met 4; Compensation met 1.
- Clear director pay framework with modest cash retainer and option-based equity; no compensation advisor retained in 2024, limiting consultant conflicts.
-
Watchpoints and RED FLAGS
- RED FLAG: Related-party transaction — KTTA paid ~$0.3 million to PsychoGenics (Leahy is CEO and <5% owner) for a preclinical study in 2023. While the Audit Committee pre-approves related-party transactions per charter, this supplier relationship is a potential conflict and should be monitored.
- Board structure: Classified board with removal only for cause and board-controlled vacancy filling may entrench incumbents and limit shareholder influence over board refreshment.
- Alignment: Beneficial ownership through vested options was de minimis as of July 22, 2025 (“<1%”); a sizable October 2025 option grant increased option exposure, but vesting/expiration terms were not disclosed in the proxy, limiting assessment of holding horizon and alignment.
-
Compensation structure observations
- Director equity appears time-based (options); no performance metrics disclosed for directors (no TSR/revenue/EBITDA goals), consistent with typical micro-cap practice but reduces explicit pay-for-performance linkage at the board level.
-
Independence and interlocks
- Board affirms Leahy’s Nasdaq independence; nonetheless, her CEO role at a vendor (PsychoGenics) requires continued recusals and robust Audit Committee oversight to avoid conflicts.
Overall: Leahy brings relevant scientific and operating expertise and leads the Compensation Committee, but the PsychoGenics related-party engagement is the key governance risk to monitor, alongside the constraints of a classified board structure.