Tiago Reis Marques
About Tiago Reis Marques
Tiago Reis Marques is Chief Executive Officer and Director of Pasithea Therapeutics (KTTA), serving as CEO and on the board since August 2020; age 48 as of July 22, 2025 . He is a senior clinical fellow at Imperial College London, a lecturer at King’s College London’s IoPPN, and a practicing psychiatrist at Maudsley Hospital; he has authored 100+ peer‑reviewed publications with an h‑index >45 . Under his tenure, KTTA remains in clinical-stage development with continuing losses; EBITDA improved year over year in FY2024 versus FY2023 (see table; S&P Global data). The company executed a 1:20 reverse split effective January 2, 2024 to maintain listing flexibility and received a Nasdaq minimum bid notice in June 2025, underscoring execution and funding risks .
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| EBITDA ($USD) | -$15,330,907* | -$13,600,933* |
Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Imperial College London | Senior Clinical Fellow | Not disclosed | Clinical research leadership in psychiatry; informs KTTA R&D direction |
| King’s College London (IoPPN) | Lecturer | Not disclosed | Academic research/teaching in neuroscience; >100 publications and h‑index >45 |
| Maudsley Hospital | Psychiatrist | Not disclosed | Clinical practice; translational insight into psychiatric treatment pathways |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Imperial College London | Senior Clinical Fellow | Not disclosed | External network and scientific credibility supporting partnership discussions |
| King’s College London (IoPPN) | Lecturer | Not disclosed | Access to leading neuroscience research; talent pipeline |
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $450,000 | $450,000 | $463,500 (per employment agreement, effective 4/1/25) ; updated to $533,000 (Board action 10/24/25, retroactive to 1/1/25) |
| Target Bonus (% of salary) | 75% (discretionary) | 75% (discretionary) | Reduced to 55% (effective 1/1/25) |
| Actual Cash Bonus ($) | $30,000 | $0 | Not disclosed |
Notes:
- Employment agreement dated January 1, 2022; at‑will; discretionary annual bonus based on company and individual performance .
Performance Compensation
Option Awards (CEO)
| Grant Date | Shares | Exercise Price | Expiration | Vesting | Change-in-Control (CIC) |
|---|---|---|---|---|---|
| 12/20/2021 | 10,000 | $28.80 | 12/20/2031 | 1/3 after 12 months; remainder in equal quarterly tranches over next 2 years | Plan permits acceleration at discretion (see plan); award terms not specific to CIC for this grant in proxy text |
| 03/01/2024 | 26,669 | $8.13 | 03/01/2034 | 11,669 vested immediately; 5,000 vested 2/28/2025; 10,000 vest in equal quarterly tranches over next 2 years | Plan-level CIC discretion |
| 10/24/2025 | 493,341 | $0.715 | Per award | 33% vests on one‑year anniversary of 10/24/2025; remainder vests in equal quarterly installments over following 2 years | Full acceleration upon CIC (single trigger for this award) |
RSU/Stock Awards and Vesting (CEO)
| Grant/Recognition | Shares/Value | Vesting Detail | Notes |
|---|---|---|---|
| RSUs granted 12/20/2021 | 10,000 RSUs | 1/3 after 12 months; remainder in equal quarterly tranches over next 2 years | 2024 stock award recognition: $22,241 for 4,168 shares vested from the 2021 RSUs |
| RSU vesting recognized 2023 | $57,347 (5,832 shares) | Vested per 2021 RSU schedule | Non‑cash GAAP grant‑date fair value |
Equity Ownership & Alignment
| As-Of Date | Beneficial Ownership (shares) | % of Outstanding | Vested vs. Unvested Details |
|---|---|---|---|
| April 29, 2024 | 58,834 | 5.5% (out of 1,043,248 shares) | Includes 38,832 common + 20,002 vested options; excludes 16,667 unvested options and 1,669 unvested RSUs |
| July 22, 2025 | 69,170 | <1% (out of 7,443,577 shares) | Includes 40,001 common + 29,169 vested options; excludes 7,500 unvested options |
Additional alignment/pressure indicators:
- Hedging prohibited for directors/executives by insider trading policy (e.g., swaps, collars) .
- No arrangements known “including any pledge” that may result in a change of control; no pledging disclosed .
- 2025 option mega‑grant (493,341) with single‑trigger CIC acceleration increases sale‑of‑company optionality; quarterly vesting cadence starting one year after 10/24/2025 may create periodic liquidity windows .
Employment Terms
| Term | Detail |
|---|---|
| Role start | CEO and Director since August 2020 |
| Employment agreement | Dated January 1, 2022 |
| Term/renewal | At‑will; company may terminate with/without cause; executive may resign with 90 days’ notice |
| Severance (without cause) | 12 months of base salary in effect at termination; subject to release |
| Other severance | None if terminated for other reasons |
| Change-in-control economics | Employment agreement does not specify CIC cash severance; equity treatment governed by plan/award terms. 2025 CEO options fully vest upon CIC (single trigger) |
| Clawback | Awards subject to recoupment under company policy/applicable law |
Board Governance and Service
- Board class/tenure: Class III director; term expires at the 2026 annual meeting .
- Independence: Not independent due to executive role .
- Board leadership: CEO and Chair roles separated; Executive Chairman is Prof. Lawrence Steinman; guidelines allow independent directors to elect a Lead Director if Chair not independent .
- Committees (independent membership): Audit (Chair: Simon Dumesnil; audit committee financial expert), met 4x in 2024; Compensation (Chair: Dr. Emer Leahy), met 1x in 2024; Nominating & Corporate Governance (Chair: Alfred Novak), met 1x in 2024 .
- Attendance: Each director attended at least 75% of board and applicable committee meetings in 2024 .
Dual-role implications:
- Marques serves as CEO and a director (not Chair), with independent committees providing oversight. Separation of CEO/Chair mitigates concentration of power, but non‑independent Chair reduces full independence of board leadership; Lead Director mechanism is available under guidelines if elected .
Compensation Structure Analysis
- Mix and trajectory: 2024 compensation skewed to equity (options) with no cash bonus, consistent with cash conservation; 2025 board action raised base salary to $533k but reduced target bonus to 55%, signaling a shift toward fixed cash with continued emphasis on options to align with long‑term value at low strike prices ($0.715) .
- Metric transparency: Annual bonus is fully discretionary (no disclosed weightings/targets), limiting pay‑for‑performance visibility for investors .
- Equity risk/retention: Large 2025 option grant with single‑trigger CIC acceleration can incentivize strategic alternatives; time‑based vesting (cliff + quarterly) supports retention but may create periodic selling windows .
- Governance hygiene: Plan‑level clawback in place; insider hedging prohibited; no pledging disclosed; director retainers adjusted in 2025 to conserve cash (Chair retainer cut to $35k), reflecting cost discipline in liquidity‑constrained context .
- Advisor/peer usage: Compensation Committee did not retain advisors in 2024; by October 2025, Board consulted a compensation consultant and referenced peer practices to reset executive pay .
Director/Related Party Context (for governance quality)
- Executive Chairman consulting: Steinman consulting fee reduced from $25,000 per quarter to $1.00 per quarter effective 10/1/2025; in recognition, he received a 200,000‑share option at $0.715, vesting in full after one year or upon CIC .
- Non‑employee director compensation policy: Annual cash retainer $50,000; +$10,000 per committee chair; separate Chair of Board retainer historically $100,000; 2024 director equity grants at $8.13 strike; updates in 2025 included option grants of 42,913 shares per director at $0.715, vesting in one year or upon CIC .
Disclosed Achievements, Risks, and Execution Context
- Corporate actions: 1:20 reverse split effective 1/2/2024; 2025 proxy sought flexibility for an additional reverse split (1:2 to 1:20) to address Nasdaq minimum bid requirement after 6/23/2025 notice (initial deadline 12/22/2025) .
- Audit/going concern: Auditor transition from Marcum LLP to CBIZ in 2025; Marcum’s reports for FY2023 and FY2024 contained an explanatory paragraph on substantial doubt about going concern (since remediated tax control weakness disclosed) .
Quantitative Compensation Detail
Summary Compensation (Selected)
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|---|
| 2023 | 450,000 | 30,000 | 57,347 | — | 537,347 |
| 2024 | 450,000 | — | 22,241 | 167,818 | 640,059 |
Outstanding CEO Equity (as of 12/31/2024)
| Grant | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Options (12/20/2021) | 10,000 | — | $28.80 | 12/20/2031 |
| Options (03/01/2024) | 11,669 | 15,000 | $8.13 | 03/01/2034 |
Investment Implications
- Alignment and incentives: 2025 package increases fixed pay but leans heavily on a large option grant struck near recent trading levels ($0.715), offering significant upside if clinical milestones and financing extend runway; however, the single‑trigger CIC acceleration could bias towards strategic alternatives, which may catalyze event‑driven trading .
- Liquidity and listing risk: Reverse split history and a recent Nasdaq minimum bid deficiency notice indicate persistent share price pressure and financing dependency, elevating dilution and delisting risks if milestones slip .
- Governance mitigants: Separation of CEO/Chair and independent committees help oversight; clawback and hedging prohibitions are positives; limited bonus metric disclosure reduces external assessment of pay‑for‑performance rigor .
- Fundamental execution: Continued negative EBITDA with modest YoY improvement underscores the importance of clinical progress and capital access to unlock the value embedded in the 2025 equity awards and to alleviate insider selling pressure around scheduled vests (see vesting schedules) .