(2)
| Based solely on Schedule 13G jointly filed with the SEC on March 1, 2022 by Galaxy Group Funding (ECI) (U) LLC (“GCF”), Galaxy Group Investments LLC (“GGI”) and Michael E. Novogratz (together with GGF and GGI, the “Galaxy Reporting Persons”). As of December 31, 2021, the Galaxy Reporting Personsto discuss our policies with respect to risk assessment and risk management, including guidelines and policies to govern the process by which our exposure to risk is handled, and oversee management of our enterprise risk, including financial and cybersecurity risks; to review, with our General Counsel and outside legal counsel, legal and regulatory matters, including legal cases against or regulatory investigations of us and our subsidiaries, that could have a significant impact on our financial statements; to establish procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; to review all related person transactions as defined by Item 404 of Regulation S-K on an ongoing basis and all such transactions must be approved by the committee. The committee shall review and discuss with the independent auditor any matters required to be discussed by applicable auditing standards, including with respect to related party transactions; to report regularly to the supervisory board regarding the activities, deliberations and findings of the committee, including as required under applicable Dutch laws and regulations; to at least annually perform an evaluation of the performance of the committee; to annually review and reassess the committee’s charter and submit any recommended changes to the supervisory board for its consideration; and to, at least annually, consider and discuss with management and the independent auditor our Code of Conduct and the procedures in place to enforce the Code of Conduct. The committee must also consider and discuss and, as appropriate, grant requested waivers from the Code of Conduct brought to the attention of the committee, though the committee may defer any decision with respect to any waiver to the supervisory board. The members of the audit committee are Ms. Sabrina Martucci Johnson (who serves as chair of the audit committee), Dr. Kalali and Ms. Smiley. The members of our audit committee meet the requirements for financial literacy under the applicable rules of Nasdaq. Our supervisory board has determined that Ms. Sabrina Martucci Johnson is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K. The audit committee meets as often as one or more members of the audit committee deem necessary, but in any event, meets at least four times per year. The audit committee meets at least once per year with our independent accountant, without our management being present. The audit committee met eight times in 2023. Our compensation committee is responsible for assisting the supervisory board in the discharge of its responsibilities relating to the compensation of our senior management, including our management board and key employees. In fulfilling its purpose, our compensation committee has the following principal duties: to review and recommend for approval by the supervisory board the compensation of our chief executive officer and other executive officers, including members of the management board, including salary, bonus and incentive compensation levels; deferred compensation; executive perquisites; equity compensation (including awards to induce employment); severance arrangements; change-in-control benefits; and other forms of executive officer compensation. The committee shall meet without the presence of executive officers when approving or deliberating on chief executive officer compensation but may, in its discretion, invite the chief executive officer to be present during the approval of, or deliberations with respect to, other executive officer compensation; to periodically review and make recommendations to the supervisory board regarding managing director and supervisory director compensation; prepare the annual Compensation Committee Report, to the extent required under applicable rules and regulations of the Securities and Exchange Commission; report regularly to the supervisory board regarding the activities of the committee; TABLE OF CONTENTS review and approve or make recommendations to the supervisory board regarding our incentive compensation and equity-based plans and arrangements; review and make recommendations to the supervisory board regarding employment agreements and severance arrangements or plans for the chief executive officer and the other executive officers; review regulatory compliance with respect to compensation matters, including ensuring that reasonable efforts are made to structure compensation programs to preserve tax deductibility; to the extent that we are required to include a “Compensation Discussion and Analysis” (“CD&A”) in our Annual Report on Form 10-K or annual proxy statement, the committee will review and discuss with management the CD&A and will consider whether it will recommend to the supervisory board that the CD&A be included in the appropriate filing; periodically perform an evaluation of its performance; and annually review and reassess the committee’s charter and submit any recommended changes to the supervisory directors for consideration. The compensation committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities, including being directly responsible for the appointment, oversight and compensation of such consultant, counsel or advisor and the ability to cause us, without further action by the supervisory board, to pay the compensation of such consultant, counsel or advisor as approved by the compensation committee, provided, however, that in retaining or obtaining the advice of such consultant, counsel or advisor, other than in-house legal counsel, the compensation committee shall take into consideration the factors affecting independence required by applicable SEC and Nasdaq rules. The compensation committee also has the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of us to meet with the compensation committee or any advisors engaged by the compensation committee. During 2023, the compensation committee engaged Radford, which is part of the Rewards solutions practice at Aon plc (“Radford”). The compensation committee reviewed compensation assessments provided by Radford comparing our compensation to that of a group of peer companies within our industry and met with Radford to discuss compensation of our management board and key employees and to receive input and advice. The compensation committee reviewed legal matters related to the form of compensation of our management board and key employees and the employment contracts associated with these officers. The compensation committee has considered the independence of its advisors and found them to be so according to the adviser independence factors required under SEC rules as they relate to (i) additional services, (ii) total fees as a percentage of total revenue, (iii) conflict of interest policies, (iv) business or personal relationships with members of the compensation committee, (v) stock ownership by compensation advisors and (vi) business or personal relationships with our executives. The members of our compensation committee are Mr. Auerbach and Ms. Smiley (who serves as chair of the compensation committee). The compensation committee met five times during 2023. Our nominating committee’s responsibilities include: to identify individuals qualified to become members of the supervisory board and the management board and ensure that the supervisory board and the management board have the requisite mix of backgrounds and expertise. The committee will also recommend to the supervisory board the nominees for election to the supervisory board and the management board at the next annual general meeting of shareholders; to annually review the supervisory board committee structure and recommend to the supervisory board for its approval directors to serve as members of each committee of the supervisory board; to develop and recommend to the supervisory board the corporate governance guidelines for the supervisory board. The committee will, from time to time as it deems appropriate, review and reassess the adequacy of such corporate governance guidelines and recommend any proposed changes to the supervisory board for approval. The committee may recommend to the management board amendments TABLE OF CONTENTS to the corporate governance guidelines for the management board. The committee will, from time to time as it deems appropriate, review and reassess the adequacy of such corporate governance guidelines and recommend any proposed changes to the management board, subject to approval by the supervisory board; to oversee the annual self-evaluations of the supervisory board, the management board and management; to make recommendations to the supervisory board regarding governance matters, including, but not limited to, the articles of association, corporate governance guidelines and the charters of the other committees; to report regularly to the supervisory board regarding the activities of the committee; to annually perform an evaluation of its performance; and to annually review and reassess its charter and submit any recommended changes to the supervisory board for its consideration. The members of our nominating committee are Ms. Smiley, Dr. Kalali and Ms. Sabrina Martucci Johnson (who serves as chair of the nominating committee). The members of the nominating committee met four times during 2023. TABLE OF CONTENTS SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table presents information relating to the beneficial ownership of our common shares as of April 9, 2024 by: each person, or group of affiliated persons, known by us to own beneficially 5% or more of our common shares; each managing director, named executive officer, supervisory director and supervisory director nominee, individually; and all managing directors, executive officers and supervisory directors as a group. The number of common shares beneficially owned by each shareholder is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any common shares over which the individual or entity has sole or shared voting power or investment power. Applicable percentage ownership is based on 167,393,143 common shares outstanding as of April 9, 2024. In computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, common shares subject to options, restricted share units or other rights held by such person that are currently exercisable or will become exercisable or will vest within 60 days of April 9, 2024 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all common shares held by that person. Unless otherwise indicated below, the address for each beneficial owner is atai Life Sciences N.V., Wallstraße 16, 10179 Berlin, Germany. 5% or greater shareholders:
| | | | | | | Apeiron Investment Group Ltd.(1) | | | 33,885,999 | | | 20.2% | Galaxy Group Investments LLC(2) | | | 10,796,736 | | | 6.4% | Named Executive Officers, Supervisory Directors and Supervisory Director Nominees:
| | | | | | | Florian Brand(3) | | | 11,330,219 | | | 6.8% | Srinivas Rao, M.D., Ph.D.(4) | | | 3,464,490 | | | 2.1% | Anne Johnson(5) | | | 746,551 | | | * | Stephen Bardin(6) | | | 557,197 | | | * | Rolando Gutierrez-Enteinou, M.D. | | | — | | | * | Christian Angermayer(1)(7) | | | 34,755,320 | | | 20.8% | Michael Auerbach(8) | | | 769,629 | | | * | Jason Camm(9) | | | 64,000 | | | * | Amir Kalali, M.D.(10) | | | 249,987 | | | * | Andrea Heslin Smiley(11) | | | 249,987 | | | * | Sabrina Martucci Johnson(12) | | | 245,321 | | | * | Scott Braunstein, M.D. | | | — | | | * | Laurent Fischer, M.D. | | | — | | | * | Raymond Sanchez, M.D. | | | — | | | * | All managing directors, executive officers and supervisory directors as a group (10 persons)(13) | | | 52,258,453 | | | 31.2% |
*
| Indicates ownership of less than 1%. |
(1)
| Based solely on (i) the Schedule 13G/A jointly filed with the SEC on February 13, 2024 by Apeiron Investment Group Ltd. (“Apeiron”), Apeiron Presight Capital Fund II, L.P. (“Presight II”), Presight Capital Management I, L.L.C. (“Presight Management”), Fabien Hansen and Christian Angermayer. As of February 13, 2024, Apeiron and Mr. Angermayer reported shared voting and dispositive power over 33,885,999 common shares, and Presight II reported that GGF, GGI and Mr. Novogratz had shared voting and dispositive power over 10,796,736 common shares. GGF is the record holder of 10,796,736 common shares. GGI is the manager of GGF and Mr. Novogratz is the manager of GGI. As a result, GGI and Mr. Novogratz may be deemed to share beneficial ownership of the common shares held of record by GGF. The address for the Galaxy Reporting Persons is 107 Grand Street, 7th Floor, New York, NY 10013. |
(3)
| Consists of 2,333 shares owned by Mr. Brand’s spouse, 70,000 shares owned by Mr. Brand, 5,277,405 options held by Mr. Brand that are exercisable within 60 days of April 10, 2023 and 4,583,067TABLE OF CONTENTS 1,799,302 common shares. Presight II is the record holder of 1,799,302 common shares. Apeiron and Mr. Hansen are the managing members of Presight Management, which is the general partner of Presight II. As a result, each of Apeiron, Mr. Hansen and Presight Management may be deemed to share beneficial ownership of the securities held by Presight II. Apeiron is the record holder of 29,719,497 common shares and may be deemed to own an additional 2,367,200 common shares underlying convertible notes. Mr. Angermayer is the majority shareholder of Apeiron and may be deemed to share beneficial ownership of the securities beneficially owned by Apeiron. Apeiron has pledged 23,364,432 of our common shares beneficially owned by Apeiron to secure obligations under a loan agreement. The principal business address for Apeiron, and Mr. Angermayer is 66 & 67, Amery Street, SLM1707, Sliema, Malta. The principal business address for Presight II, Presight Management and Mr. Hansen is 440 N Barranca Ave #3391 Covina, California 91723. (2)
| Based solely on Schedule 13G jointly filed with the SEC on March 1, 2022 by Galaxy Group Funding (ECI) (U) LLC (“GCF”), Galaxy Group Investments LLC (“GGI”) and Michael E. Novogratz (together with GGF and GGI, the “Galaxy Reporting Persons”). As of December 31, 2021, the Galaxy Reporting Persons reported that GGF, GGI and Mr. Novogratz had shared voting and dispositive power over 10,796,736 common shares. GGF is the record holder of 10,796,736 common shares. GGI is the manager of GGF and Mr. Novogratz is the manager of GGI. As a result, GGI and Mr. Novogratz may be deemed to share beneficial ownership of the common shares held of record by GGF. The address for the Galaxy Reporting Persons is 107 Grand Street, 7th Floor, New York, NY 10013. |
(3)
| Consists of 2,333 shares owned by Mr. Brand’s spouse, 130,000 shares owned by Mr. Brand, 5,941,486 options held by Mr. Brand that are exercisable within 60 days of April 9, 2024, 350,000 shares Mr. Brand has the right to acquire pursuant to vested restricted stock units, and 4,906,400 shares indirectly held by the HSOP GbR for the benefit of Mr. Brand under the Company’s Hurdle Share Option Program. |
(4)
| Consists of 3,500 shares owned by Dr. Rao’s spouse, 113,360 shares owned by Dr. Rao, and 3,347,630 options held by Dr. Rao that are exercisable within 60 days of April 9, 2024. |
(5)
| Consists of 73,590 shares owned by Ms. Johnson and 672,961 options held by Ms. Johnson that are exercisable within 60 days of April 9, 2024. |
(6)
| Consists of 557,197 options held by Mr. Bardin that are exercisable within 60 days of April 9, 2024. |
(7)
| In addition to the beneficial ownership described in footnote (1), also includes 869,321 options held by Mr. Angermayer that are exercisable within 60 days of April 9, 2024. |
(8)
| Consists of 245,321 options held by Mr. Auerbach that are exercisable within 60 days of April 9, 2024, and also includes 4,666 shares held directly by Mr. Auerbach and 519,642 common shares held directly by M3 Daat, LLC. Mr. Auerbach is a member of M3 Daat, LLC and has sole voting power with respect to the shares held by M3 Daat, LLC. The address for Mr. Auerbach is c/o Subversive Atai LLC, 217 Centre Street, Suite 122, New York, NY 10013. |
(9)
| Consists of 64,000 options held by Mr. Camm that are exercisable within 60 days of April 9, 2024. |
(10)
| Consists of 4,666 shares owned by Dr. Kalali and 245,321 options held by Dr. Kalali that are exercisable within 60 days of April 9, 2024. |
(11)
| Includes 4,666 shares owned by Ms. Smiley and 245,321 options held by Ms. Smiley that are exercisable within 60 days of April 9, 2024. |
(12)
| Consists of 245,321 options held by Ms. Johnson that are exercisable within 60 days of April 9, 2024. |
(13)
| Represents in the aggregate (a) 34,806,621 shares held directly; (b) 12,195,432 shares underlying options to purchase common shares that are currently exercisable within 60 days of April 9, 2024; (c) 350,000 restricted stock units Mr. Brand has the right to acquire and (d) 4,906,400 shares indirectly held by the HSOP GbR for the benefit of Mr. Brand under the Company’s Hurdle Share Option Program. |
(4)
| Consists of 3,500 shares owned by Dr. Rao’s spouse and 2,906,565 options held by Dr. Rao that are exercisable within 60 days of April 10, 2023. |
(5)
| In addition to the beneficial ownership described in footnote (1), also includes 648,444 options held by Mr. Angermayer that are exercisable within 60 days of April 10, 2023. |
(6)
| Consists of 145,778 options held by Mr. Auerbach that are exercisable within 60 days of April 10, 2023, and also includes 4,666 shares held directly by Mr. Auerbach and 519,642 common shares held directly by M3 Daat, LLC. Mr. Auerbach is a member of M3 Daat, LLC and has sole voting power with respect to the shares held by M3 Daat, LLC. The address for Mr. Auerbach is c/o Subversive Atai LLC, 217 Centre Street, Suite 122, New York, NY 10013. |
(7)
| Consists of 145,778 options held by Ms. Johnson that are exercisable within 60 days of April 10, 2023. |
(8)
| Consists of 4,666 shares owned by Dr. Kalali and 145,778 options held by Dr. Kalali that are exercisable within 60 days of April 10, 2023. |
(9)
| Includes 4,666 shares owned by Ms. Smiley and 145,778 options held by Ms. Smiley that are exercisable within 60 days of April 10, 2023. |
TABLE OF CONTENTS
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSThe following includes a summary of transactions since January 1, 2021 to which we have been a party in which the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at fiscal year end for our last two fiscal years, and in which any of our managing directors, supervisory directors or beneficial owners of more than 5% of our common shares or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.
Convertible Note Agreements with PerceptionIn March 2020, Perception Neuroscience Holdings, Inc. (“Perception”), one of our platform companies, entered into a convertible promissory note agreement with us and other investors, which provided for the issuance of up to $3.9 million principal amount of convertible notes. Pursuant to that agreement, Perception issued $0.3 million principal amount of convertible notes to Sonia Weiss Pick, a former director. In December 2020, Perception entered an additional convertible promissory note agreement that provided for the issuance of convertible notes in two tranches for up to $12.0 million principal amount. In January 2021, under the first tranche funding, Perception issued $0.2 million principal amount of convertible notes to Apeiron and $0.5 million principal amount of convertible notes to Ms. Pick. In May 2021, under the second tranche funding, Perception issued $0.2 million principal amount of convertible notes to Apeiron and $0.3 million principal amount of convertible notes to Ms. Pick. In June 2021, the convertible notes automatically converted into Series A preferred stock pursuant to their original terms. Aperion and Ms. Pick received 27,809 shares and 440,415 shares of Perception Series A preferred stock, respectively, upon conversion of the convertible notes.
Apeiron is Mr. Angermayer’s family office. As of April 10, 2023, Apeiron held a 20.4% interest in us.
Series C Financing
In November 2020, we issued 17,066,672 Series C shares of ATAI Life Sciences AG at a purchase price of €4.69 per share, for an aggregate purchase price of €80,000,025. In January and August 2020, in connection with our Series C financing, we issued notes that converted into 8,773,056 Series C shares of ATAI Life Sciences AG for an aggregate purchase price of €26,966,000, pursuant to certain investment agreements and purchase agreements.
The following table summarizes purchases of our Series C shares and convertible notes by related parties:
Apeiron Investment Group Limited(1)
| | | 2,133,328
| | | €9,999,975
| Galaxy Group Investments LLC(2)
| | | 853,344
| | | €4,000,050
|
Galaxy Group Investments LLC(2)
| | | 34,080
| | | €100,000
|
(1)
| As of April 10, 2023, Apeiron held a 20.4% interest in us. |
(2)
| As of April 10, 2023, Galaxy Group Investments LLC held a 6.5% interest in us. |
TABLE OF CONTENTS
In January 2021, pursuant to an additional closing under our Series C financing, we issued an additional 2,133,328 Series C shares of ATAI Life Sciences AG at a purchase price of €4.69 per share, for an aggregate purchase price of €9,999,975.
The following table summarizes purchases of our Series C shares by related parties pursuant to the additional closing:
Apeiron Investment Group Limited(1)
| | | 2,133,328
| | | €9,999,975
|
(1)
| As of April 10, 2023, Apeiron held a 20.4% interest in us. |
Between November 2018 and October 2020, we issued 1.0 million convertible notes at a purchase price of €1.00 per note, with an exercise price of €17.00 per note, for an aggregate subscription price of €1.0 million and additional aggregate proceeds that we would receive upon exercise of €17.0 million. These notes are exchangeable in up to 16.0 million common shares.
The following table summarizes purchases of these notes by related parties:
Apeiron Investment Group Limited(1)
| | | 8,320,000
| | | €520,000
|
(1)
| As of April 10, 2023, Apeiron held a 20.4% interest in us. |
In March 2021, Galaxy Group Investments LLC, one of our principal shareholders, purchased 100,000 convertible notes from Apeiron. On September 17, 2021, Galaxy exercised all of their convertible notes for a total payment to us of €1.7 million and was issued 1.6 million common shares.
Consulting Agreement with Christian Angermayer
On January 16, 2021, we entered into a consulting agreement with Christian Angermayer, one of our co-founders and chairman of our board of supervisory directors. Pursuant to the consulting agreement, Mr. Angermayer has agreed to render certain services to us, including advising on the structure and timing of our initial public offering in June 2021 and on business and financing strategies generally. In exchange for the services provided by Mr. Angermayer, and upon the achievement of certain performance targets, he was allocated 624,000 options under our 2020 Plan, each option exercisable for $5.68 into one of our common shares. The consulting agreement expires on March 31, 2024. The options granted to Mr. Angermayer are subject to his continued services through the date of the agreement.
Apeiron is Mr. Angermayer’s family office. As of April 10, 2023, Apeiron held a 20.4% interest in us.
In March 2021, we issued 13,419,360 Series D shares of ATAI Life Sciences AG at a purchase price of €9.69 per share, for an aggregate purchase price of €130,000,050. The following table summarizes purchases of our Series D shares by related parties:
Apeiron Investment Group Limited(1)
| | | 1,238,720
| | | €12,000,100
| Presight II, L.P.(2)
| | | 1,187,104
| | | €11,500,070
|
(1)
| As of April 10, 2023, Apeiron held a 20.4% interest in us. |
(2)
| Apeiron Investment Group Limited is the co-managing member of the general partner of Presight II. See note 1. |
TABLE OF CONTENTS CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS Other than our compensation arrangements with directors and executive officers described elsewhere in this proxy statement, the following includes a summary of transactions since January 1, 2022 and currently proposed transactions, to which we were a participant or will be a participant, in which (1) the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at fiscal year end for our last two fiscal years, and (2) any of our managing directors, executive officers, supervisory directors, supervisory director nominees or beneficial owners of more than 5% of our common shares or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest. Between November 2018 and October 2020, we issued 1.0 million convertible notes at a purchase price of €1.00 per note, with an exercise price of €17.00 per note, for an aggregate subscription price of €1.0 million and additional aggregate proceeds that we would receive upon exercise of €17.0 million. These notes are exchangeable for up to 16.0 million common shares. The following table summarizes purchases of these notes by related parties: Apeiron Investment Group Limited(1) | | | 2,353,000 | | | €147,000 |
(1)
| As of April 10, 2024, Apeiron held a 20.2% interest in us. |
In April 2024, Apeiron and ATAI Life Sciences NV executed an exchange agreement (“2024 Exchange Agreement”) where Apeiron agreed to exchange its 2020 convertible notes issued by ATAI Life Sciences AG (the “Old AG Notes”) into the same principal amount and number of new convertible notes issued by ATAI Life Sciences N.V. (the “New NV Notes”) subject to the same financial terms and conditions for no additional consideration. The New NV Notes are non-interest-bearing, unsecured and are due and payable on September 30, 2025, unless previously redeemed, converted, purchased or cancelled (the “Maturity Date”). Each New NV Note has a face value of €1.00 and is convertible into 16 common shares of ATAI Life Sciences N.V. upon the payment of €17.00 per New NV Note. Conversion rights may be exercised by a noteholder at any time prior to the Maturity Date. The New NV Notes may be declared for early redemption by the noteholders upon occurrence of specified events of default, including failing to deliver shares upon conversion, insolvency and a material adverse change in the Company’s business, operations or financial or other condition. Upon early redemption, the conversion right with respect to the New NV Notes may no longer be exercised. Apeiron is Mr. Angermayer’s family office. Consulting Agreement with Christian Angermayer On January 16, 2021, ATAI AG entered into a consulting agreement (the “Original Consultancy Agreement”) with Christian Angermayer, one of our co-founders and chairman of our board of supervisory directors. Pursuant to the Original Consultancy Agreement, Mr. Angermayer agreed to render certain services to us, including advising on the structure and timing of our initial public offering in June 2021 and on business and financing strategies generally. In exchange for the services provided by Mr. Angermayer, and upon the achievement of certain performance targets, he was allocated 624,000 options under our 2020 Plan, each option exercisable for $5.68 into one of our common shares. The Original Consultancy Agreement was set to expire on March 31, 2024. The options granted to Mr. Angermayer were subject to his continued services through the date of the agreement. On January 7, 2024, we entered into a Termination and New Consultancy Agreement (the “2024 Consultancy Agreement”) with Mr. Angermayer. Pursuant to the 2024 Consultancy Agreement, the parties agreed to terminate the Original Consultancy Agreement and enter into a new consultancy agreement between the Company and Mr. Angermayer to extend the term of the Original Consultancy Agreement to January 5, 2028, increase the services to include various business objectives (including related to business and finance, communication and investor relations), and provide for the grant of an option to purchase 1,658,094 shares of the TABLE OF CONTENTS Company that vests over four years in part based on continued service and in part based on the Company’s total shareholder return compared to the four-year total shareholder return of the companies comprising the XBI. Apeiron is Mr. Angermayer’s family office. As of April 10, 2024, Apeiron held a 20.2% interest in us. Directed Share Program In connection with our initial public offering in June 2021, the underwriters reserved a portion of the common shares for sale to our managing directors, supervisory directors and others. Under the directed share program, Apeiron purchased 700,000 common shares for $10.5 million. Apeiron is Mr. Angermayer’s family office. As of April 10, 2023,2024, Apeiron held a 20.4%20.2% interest in us. Indemnification Agreements Our articles of association require us to indemnify our current and former managing directors and supervisory directors to the fullest extent permitted by law, subject to certain exceptions. We have entered into indemnification agreements with all our managing directors and supervisory directors. We have entered into employment agreements with all of our managing directors, as discussed in more detail within “Executive Compensation —- Executive Employment Agreements.” Related Party Transaction Policy Our supervisory board adopted a related person transaction policy that sets forth our procedures for the identification, review, consideration and approval or ratification of related person transactions. Under the policy, our legal team is primarily responsible for developing and implementing processes and procedures to obtain information regarding related persons with respect to potential related person transactions and then determining, based on the facts and circumstances, whether such potential related person transactions do, in fact, constitute related person transactions requiring compliance with our policy. A related person transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which the Company and any related person are, were or will be participants in which the amount involved exceeds $120,000. Pursuant to the policy, transactions involving (i) compensation to an executive officer, member of the management board or member of the supervisory board, if such compensation is required to be reported in our proxy statement and has been approved by the supervisory board or remuneration committee of the supervisory board, (ii) compensation for services provided to the Company as an executive officer who is not an immediate family member of a related person if the executive officer was a named executive officer in the proxy statement and such remuneration has been approved, or recommended to the supervisory board for approval, by the compensation committee of the supervisory board, and (iii) certain ordinary course of business transactions have been pre-approved by the audit committee. A related person is any executive officer, director or beneficial owner of more than 5% of any class of our voting securities and any of their respective immediate family members and any entity owned or controlled by such persons. Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not a related person transaction when originally consummated or any transaction that was not initially identified as a related person transaction prior to consummation, our general counsel must present information regarding the related person transaction to the audit committee, for review, consideration and approval or ratification. The presentation must include a description of, among other things, all relevant facts and circumstances relating thereto. Under the policy, we will collect information that we deem reasonably necessary from each director, executive officer and, to the extent feasible, significant shareholder to enable us to identify any existing or potential related-personrelated- person transactions and to effectuate the terms of the policy. In considering related person transactions, our audit committee will take into account the relevant available facts and circumstances including, but not limited to: whether the transaction is on terms comparable to those that could be obtained in arm’s length dealings with an unrelated third party; and the extent of the related person’s interest in the transaction and the conflicts of interest and corporate opportunity provisions of the Company’s Code of Conduct. TABLE OF CONTENTS EXECUTIVE AND DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our executive officers who are named in the “2022“2023 Summary Compensation Table” below. In 2022,2023, our “named executive officers” and their positions were as follows: Florian Brand, Chief Executive Officer; Srinivas Rao, M.D., Ph.D., Chief Scientific Officer; and Anne Johnson, Chief Financial Officer; Stephen Bardin, former Chief Financial Officer; and Rolando Gutierrz-Esteinou, M.D., former Chief Medical Officer. 20222023 Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the years presented. Name and Principal Position(1)(4) | | Year | | Salary
($) | | Bonus
($)(2) | | Stock
Awards
($) | | Option
Awards
($)(3) | | All Other
Compensation
($)(4) | | Total ($) | | Year | | Salary
($) | | Bonus
($)(1) | | Stock
Awards
($)(2) | | Option
Awards
($)(2) | | All Other
Compensation
($)(3) | | Total
($) | Florian Brand,
Chief Executive Officer
| | | 2022 | | 550,000 | | 275,000 | | — | | 3,420,889 | | 10,442 | | 4,256,331 | | | 2023 | | 550,000 | | 233,750 | | 826,000 | | 1,408,000 | | 9,575 | | 3,027,325 | | 2021 | | 440,495 | | 186,207 | | 21,336,537 | | 4,557,562 | | 1,069 | | 26,521,870 | | 2022 | | 550,000 | | 275,000 | | — | | 3,420,889 | | 10,442 | | 4,256,331 | Srinivas Rao, M.D., Ph.D.,
Chief Scientific Officer
| | | 2022 | | 550,000 | | 275,000 | | — | | 2,736,711 | | 9,150 | | 3,570,861 | | | 2023 | | 550,000 | | 233,750 | | 413,000 | | 528,000 | | 9,900 | | 1,734,650 | | 2021 | | 480,682 | | 204,082 | | — | | 11,253,208 | | 8,700 | | 11,946,672 | | 2022 | | 550,000 | | 275,000 | | — | | 2,736,711 | | 9,150 | | 3,570,861 | Stephen Bardin(5)
Chief Financial Officer
| | | 2022 | | 226,667 | | 190,652 | | — | | 2,280,000 | | 19,803 | | 2,717,122 | | | | 2023 | | 360,000 | | 124,332 | | 236,000 | | 440,000 | | 9,900 | | 1,170,232 | Stephen Bardin
Former Chief Financial Officer
| | | | 2023 | | 440,000 | | 149,600 | | 413,000 | | 528,000 | | 17,499 | | 1,548,099 | | | 2022 | | 226,667 | | 190,652 | | — | | 2,280,000 | | 19,803 | | 2,717,122 | Rolando Gutierrez-Esteinou,
M.D. Former Chief Medical Officer
| | | 2023 | | 330,000 | | 118,041 | | 236,000 | | 440,000 | | 349,441 | | 1,473,481 |
(1)
| All amounts shown for Mr. Brand and all 2021 amounts shown in the “Stock Awards” and “Option Awards” columns for all named executive officers were paid or calculated, as applicable, in Euros and converted to U.S. Dollars using the exchange rate in effect on the applicable grant date for purposes of the “Stock Awards” and “Option Awards” columns and the exchange rate in effect on the applicable payment date for purposes of the other columns for Mr. Brand. |
(2)
| Amounts represent performance-based annual cash bonuses for the named executive officers for fiscal year 2022.2023. For additional information regarding these amounts, refer to “2022“2023 Cash Based Incentive Compensation”. In addition, $100,000 shown for Mr. Bardin represents a one-time cash sign on bonus paid in connection with his commencement of employment during 2022. |
(3)(2)
| Amounts reflect the grant-date fair value of stock options and restricted stock units computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of stock options and restricted stock units granted to our named executive officers in Note 1213 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023. |
(4)(3)
| The amount shown for Mr. Brand includes contributions to a German pension scheme and private insurance premiums. The amount shown for Dr. Rao includes matching contributions under our 401(k) plan. The amount shown for Ms. Johnson includes matching contributions under our 401(k) plan. The amount shown for Mr. Bardin includes matching contributions under our 401(k) plan and a relocation stipend. The amount shown for Dr. Gutierrez-Esteinou includes matching contributions under our 401(k) plan, severance payments and benefits accrued during 2023 in the amount of $330,000 and $18,333 in advisory fees earned during 2023 in accordance with the transition and separation agreement entered into with Dr. Gutierrez-Esteinou in September 2023. See “Dr. Gutierrez-Esteinou Separation Agreement” below for additional information. |
(5)(4)
| All amounts shown for Mr. Brand, all amounts for Mr. Bardin commenced employment with uswhile employed by atai Life Sciences AG , and all amounts related to Atai Life Sciences 2020 Equity Incentive Plan under “Option Awards” column for all named executive officers were paid or calculated, as applicable, in Euros and converted to U.S. Dollars using the Deputy Chief Financial Officerexchange rate in effect on the applicable payment date for purposes of the other columns for Mr. Brand and Chief Financial Officer Designate, effective asMr. Bardin and the exchange rate in effect on the applicable grant date for purposes of June 27, 2022 and was appointed as the Chief Financial Officer, effective as of August 16, 2022.“Option Awards” columns. |
Narrative to 20222023 Summary Compensation Table General Our executive compensation program is designed to align executive pay with our performance on both short-term and long-term bases, link executive pay to stockholder value creation, and utilize compensation as a tool to assist us in attracting and retaining the high-caliber executives that we believe are critical to our long-term success. Our equity-based awards are subject to vesting over a number of years and, in some instances, the achievement of pre-established performance metrics. Additionally, these awards only provide value to the extent our stock price increases over time. Therefore, “total” compensation as shown in the table above and calculated in accordance with SEC and applicable accounting rules, is not necessarily reflective of the compensation actually realized by our named executive officers for a given year. A significant portion of “total” compensation for our named executive officers is based on accounting assumptions for equity awards granted to our named executive officers that have not yet been earned, and, for fiscal year 2021, include equity awards granted prior to our initial public offering. For example, a portion of the $21,336,537 shown in the “Stock Awards” column and a portion of the $4,557,562 shown in the “Option Awards” column for Mr. Brand for 2021 reflect the value of equity awards granted prior to our initial public offering. This includes the grant-date fair value of shares under a Hurdle Share Option Program (or “HSOP Shares”) and options computed in accordance with ASC Topic 718, rather than the amounts paid or realized by
TABLE OF CONTENTS Mr. Brand. Similarly, a portion of the amount reflected under the “Option Awards” column in the table above for Dr. Rao for 2021 was granted prior to our initial public offering.
In January 2021, Mr. Brand was granted 4,906,400 HSOP Shares, which have a fifteen-year contractual term and, therefore, the estimated fair value of the HSOP Shares is based on the length of that term. Upon allocation, Mr. Brand paid the nominal value of €0.06 per share for each HSOP Share. The strike price for these HSOP Shares was €2.00 per share, plus a re-allocation compensation amount of €2.63 per HSOP Share, so that the sum of the strike price and re-allocation compensation amount reflected the fair market value of one common share at the time of allocation of the HSOP Shares. These HSOP Shares vest over a three to four-year service period, and only provide value upon an exit transaction or other liquidity event that occurs within fifteen years of the date of grant. These awards are subject to the risk of forfeiture until vested by virtue of continued employment or service to the Company. Further, upon the occurrence of an exit transaction or liquidity event, Mr. Brand will be obligated to pay to an amount per HSOP Share (as converted) equal to the strike price of the HSOP Shares (as increased by the reallocation compensation amount). For more information regarding the HSOP Shares see also Note 12 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Please see the remaining sections of this “Narrative to 20222023 Summary Compensation Table” for a description of all of the elements that comprise our executive compensation program for 2022.2023. 20222023 Salaries
The named executive officers receive a base salary to compensate them for services rendered to our company. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. During 2022,2023, our management board approved the annual base salaries of our named executive officers as set forth in the following table. There were no changes in the base salaries of Mr. Brand, Dr. Rao, Mr. Bardin or Dr. RaoGutierrez-Enteinou from the prior year. TheMs. Johnson’s base salary for Mr. Bardin was negotiatedentered into in connection with his commencement of employment with usher promotion to Chief Accounting Officer during 2022.2023. Florian Brand | | | $550,000 | Srinivas Rao, M.D., Ph.D. | | | $550,000 | Anne Johnson | | | $360,000 | Stephen Bardin | | | $440,000(1) | Rolando Gutierrez-Esteinou, M.D. | | | $440,000 |
(1)
| As Mr. Bardin commenced employment with us on June 27, 2022, his salary shown in the 2022 Summary Compensation Table above reflects a partial year of employment. |
20222023 Cash-Based Incentive Compensation
We provide annual bonuses designed to motivate and reward our executives, including our named executive officers, for achievements relative to certain Company performance metrics for the year. Each named executive officer’s target bonus opportunity is expressed as a percentage of annual base salary. The 20222023 annual bonuses for Mr. Brand, Dr. Rao, andMs. Johnson, Mr. Bardin, and Dr. Gutierrez-Esteinou were targeted at 50%, 50%, 40%, 40%, and 40% of their respective base salaries. In March 2023,2024, in consultation with our management board and upon the recommendation of the compensation committee, the supervisory board determined that the 20222023 corporate, clinical and financing goals were achieved at 100%85%. As such, 20222023 bonuses for our named executive officers were generally paid at 100%85% of their target bonus opportunities, except Mr. Bardin’sopportunities. Prior to being appointed to Chief Accounting Officer in May 2023, Ms. Johnson’s annual bonus was earned based on the achievement against company performance goals (75%) and individual performance goals (25%). In accordance with Dr. Gutierrez-Esteinou’s separation agreement as described below, he was eligible to receive a pro-rated due toportion of his partial2023 annual bonus based on actual performance for calendar year of employment with us.2023. The bonuses awarded to our named executive officers for 20222023 performance are set forth above in the 20222023 Summary Compensation Table in the column entitled “Bonus”. Equity Compensation Our named executive officers have been granted options to purchase our common shares. Options typically vest as to 25% of the shares subject to the option on the first anniversary of the applicable vesting commencement date and as to the remaining 75% of the shares subject to the option in 36 substantially equal monthly installments thereafter until the fourth anniversary of the vesting commencement date, subject to TABLE OF CONTENTS
accelerated vesting upon a change in control or in the event the named executive officer’s service with the Company is terminated due to his or her death or disability. Certain options granted to our named executive officers have been granted with performance-based vesting conditions. Options granted prior to our initial public offering were not exercisable prior to (1) the fourth anniversary of the date of grant and (2) the occurrence of a liquidity event, subject, in each case, to continued service through such date. Following our initial public offering, these conditions to exercisability are no longer applicable. During 2023, the Company also granted restricted stock units (or RSUs) to executive officers. The RSUs vest 50% on the first anniversary of the vesting commencement date and the remaining 50% vest on the second anniversary of the vesting commencement date. TABLE OF CONTENTS The following table sets forth the aggregate number of options and RSUs granted to our named executive officers during 2022.2023. Florian Brand
| | | 971,750
| Srinivas Rao, M.D., Ph.D.
| | | 777,400
| Stephen Bardin
| | | 1,000,000
|
Florian Brand | | | 1,600,000 | | | 700,000 | Srinivas Rao, M.D., Ph.D. | | | 600,000 | | | 350,000 | Anne Johnson | | | 500,000 | | | 200,000 | Stephen Bardin | | | 600,000 | | | 350,000 | Rolando Gutierrz-Esneinou, M.D. | | | 500,000 | | | 200,000 |
Refer to the “Outstanding Equity Awards at Fiscal Year End” table below for information regarding the vesting schedules of these awards. Other Elements of Compensation Retirement Plans ATAI Life Sciences US, Inc. maintains a 401(k) retirement savings plan for its employees employed in the United States who satisfy certain eligibility requirements. Our named executive officers in the United States are eligible to participate in the 401(k) plan on the same terms as other full-time employees. Currently, we match 100% of employee contributions to the 401(k) plan, up to 3% of eligible compensation, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings to our employees in the United States adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies. We did not maintain any private pension or retirement plans for our employees employed in Germany or the United Kingdom during 2022.2023. Employee Benefits and Perquisites All of our full-time employees in the United States, including our named executive officers, are eligible to participate in our health and welfare plans, including, medical, dental and vision benefits, short-term and long-term disability insurance, and life insurance. During 2022,2023, we reimbursed or directly paid 100% of the premium payments for coverage under these plans for all of our employees. During 2022,2023, Mr. Brand was entitled to reimbursement for contributions paid by him for private health and long-term care insurance, not to exceed $960 per month, which amounts are reported in the “All Other Compensation” column of the 20222023 Summary Compensation Table above. TABLE OF CONTENTS Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of common shares underlying outstanding equity awards for each named executive officer as of December 31, 2022.2023. | | | | | Option Awards | | Stock Awards | | | | | Option Awards | | Stock Awards | Name | | Vesting
Commencement
Date | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable (1) | | Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) | | Exercise
Price
($)(2) | | Option
Expiration
Date | | Number of
Securities
That Have
Not Vested
(#)(3) | | Market
Value of
Securities
That Have
Not
Vested($)(4) | | Vesting
Commencement
Date | | Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable | | Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(1) | | Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#) | | Exercise
Price
($)(2) | | Option
Expiration
Date | | Number of
Securities
That Have
Not Vested
(#) | | Market
Value of
Securities
That Have
Not
Vested
($)(4) | Florian Brand | | 6/5/2018 | | 4,240,000 | | — | | — | | 0.37 | | 8/20/2025 | | — | | — | | 6/5/2018 | | 4,240,000 | | — | | — | | 0.37 | | 8/20/2025 | | — | | — | | | | 1/20/2021 | | 392,325 | | 8,363(6) | | — | | 5.68 | | 8/20/2025 | | — | | — | | | 1/20/2021 | | 292,161 | | 108,527(5) | | — | | 5.68 | | 8/20/2025 | | — | | — | | 4/29/2021 | | 225,408 | | 112,704(6) | | — | | 11.71 | | 8/20/2025 | | — | | — | | | 4/29/2021 | | 140,880 | | 197,232(6) | | — | | 11.71 | | 8/20/2025 | | — | | — | | 1/20/2021 | | — | | — | | — | | — | | — | | 39,333(3)(5) | | 55,459 | | | 8/21/2020 | | — | | — | | — | | — | | — | | 192,000(8) | | 510,720 | | 3/2/2022 | | 606,651 | | 365,099(6) | | — | | 5.65 | | 3/1/2032 | | — | | — | | | 1/20/2021 | | — | | — | | — | | — | | — | | 511,333(5) | | 1,360,146 | | 3/14/2023 | | — | | 1,600,000(6) | | — | | 1.18 | | 3/14/2033 | | — | | — | | | 3/2/2022 | | — | | 649,050(6) | | 322,700(9) | | 5.65 | | 3/1/2032 | | — | | — | | 3/14/2023 | | — | | — | | — | | — | | | | 700,000(8) | | 987,000 | Srinivas Rao, M.D., Ph.D. | | 4/1/2019 | | 1,198,451 | | 108,957(6) | | — | | 2.44 | | 8/20/2025 | | — | | — | | 4/1/2019 | | 1,307,408 | | — | | — | | 2.44 | | 8/20/2025 | | — | | — | | | 4/1/2019 | | 248,889(7) | | — | | — | | 2.50 | | 8/20/2025 | | — | | — | | 4/1/2019 | | — | | — | | 248,889(7) | | 2.50 | | 8/20/2025 | | — | | — | | | 8/21/2020 | | 700,000 | | 140,000(5) | | — | | 2.44 | | 8/20/2025 | | — | | — | | 8/21/2020 | | 840,000 | | — | | — | | 2.44 | | 8/20/2025 | | — | | — | | | 1/20/2021 | | 517,149(7) | | — | | 226,616(5)(7) | | 5.68 | | 8/20/2025 | | — | | — | | 1/20/2021 | | 517,149(7) | | — | | 226,616(5)(7) | | 5.68 | | 8/20/2025 | | — | | — | | | 4/29/2021 | | 295,808 | | 414,144(6) | | — | | 11.71 | | 8/20/2025 | | — | | — | | 4/29/2021 | | 473,288 | | 236,664(6) | | — | | 11.71 | | 8/20/2025 | | — | | — | | | 3/2/2022 | | — | | 519,240(6) | | 258,160(9) | | 5.65 | | 3/1/2032 | | — | | — | | 3/2/2022 | | 485,232 | | 292,077(6) | | — | | 5.65 | | 3/1/2032 | | — | | — | | | | 3/14/2023 | | — | | 600,000(6) | | — | | 1.18 | | 3/14/2033 | | — | | — | | | | 3/14/2023 | | — | | — | | — | | — | | | | 350,000(8) | | 493,500 | Anne Johnson | | | 1/20/2021 | | 319,608 | | 6,808 | | — | | 5.68 | | 8/20/2025 | | — | | — | | | | 4/29/2021 | | 76,768 | | 38,384(6) | | — | | 11.71 | | 8/20/2025 | | — | | — | | | | 2/11/2022 | | 95,826 | | 104,174(6) | | — | | 5.54 | | 8/20/2025 | | — | | — | | | | 10/21/2022 | | 22,381 | | 49,239(6) | | — | | 2.86 | | 3/1/2032 | | — | | — | | | | 3/14/2023 | | — | | 500,000(6) | | — | | 1.18 | | 3/14/2033 | | — | | — | | | | 3/14/2023 | | — | | — | | — | | — | | | | 200,000(8) | | 282,000 | Stephen Bardin | | 6/27/2022 | | — | | 1,000,000(6) | | — | | 3.65 | | 7/1/2032 | | — | | — | | 6/27/2022 | | 374,998 | | 625,002(6) | | — | | 3.65 | | 7/1/2032 | | — | | — | | | | 3/14/2023 | | — | | 600,000(6) | | — | | 1.18 | | 3/14/2033 | | — | | — | | | | 3/14/2023 | | — | | — | | — | | — | | | | 350,000(8) | | 493,500 | Rolando Gutierrez-Estinou, M.D.(9) | | | | | | | | | | | | | | | | | | | | | 1/20/2021 | | 688,516 | | 40,859(6) | | — | | 5.68 | | 8/20/2025 | | — | | — | | | | 4/29/2021 | | 37,740 | | 16,502(6) | | — | | 11.71 | | 8/20/2025 | | — | | — | | | | 6/17/2021 | | 423,172 | | 326,401(6) | | — | | 15.00 | | 6/17/2031 | | | | | | | | 3/2/2022 | | 143,153 | | 116,397(6) | | — | | 5.65 | | 3/2/2032 | | — | | — |
(1)
| Outstanding options that were granted prior to our June 2021 initial public offering (“IPO”) are subject to accelerated vesting upon a change in control or in the event the named executive officer’s service with us is terminated due to his or her death or disability. |
(2)
| All options granted prior to our June 2021 IPO were granted with an exercise price denominated in Euros. The exercise prices have been converted to U.S. dollars using the exchange rate in effect as of the date of grant. All options granted after our IPO are denominated in USD. |
(3)
| Awards shown in this column representAward represents HSOP Shares. Upon the occurrence of an exit transaction or liquidity event, Mr. Brand will be required to pay to the Partnership an amount per HSOP Share equal to €4.63, which represents the strike price per HSOP Share (as increased by the applicable re-allocation compensation amount). See “Equity Compensation” aboveNote 13 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional information on these shares. As of December 31, 2022,2023, Mr. Brand held 4,203,0674,749,067 vested HSOP Shares. |
(4)
| Amounts shown are based on the closing price of our common shares on December 30, 2022,29, 2023, of $2.66$1.41 per share. |
(5)
| The award vests as to 50% of the shares subject to the award on the first anniversary of the vesting commencement date and as to the remaining 50% of the shares subject to the award in 24 substantially equal monthly installments thereafter until the third anniversary of the vesting commencement date, subject to the named executive officer’s continued service with us through each applicable vesting date. |
(6)
| The award vests as to 25% of the shares subject to the award on the first anniversary of the vesting commencement date and as to the remaining 75% of the shares subject to the award in 36 substantially equal monthly installments thereafter until the fourth anniversary of the vesting commencement date, subject to the named executive officer’s continued service with us through each applicable vesting date. |
TABLE OF CONTENTS (7)
| The options may not be exercised prior to the achievement of certain performance metrics, subject to continued employment through such date. The number of shares for which each option is shown as being exercisable and unexercisable represent, respectively, the number of shares for which each option was vested and unvested as of December 31, 20222023 pursuant to the service-based vesting schedule. The performance metrics applicable to the options generally related to certain clinical achievements. |
(8)
| The award vests in substantially equal monthly installments untilas to 50% of the thirdshares subject to the award on the first anniversary of the vesting commencement date and as to the remaining 50% of the shares subject to the named executive officer’s continued service with us through each applicableaward on the second anniversary of the vesting commencement date. These awards are restricted stock units which have no strike price. |
(9)
| TheDr. Gutierrez-Estinou’s outstanding equity awards ceased vesting upon his termination of employment with us in October 2023 and his outstanding vested options may not be exercised prior to the achievement of certain performance metrics, subject to continued employment through such date. The options are fully vested upon achievement of the performance metrics which generally relate to certain financial achievements and clinical milestones.expired three months thereafter. |
Executive Employment Agreements We or ATAI Life Sciences US, Inc. (“ATAI US”) have entered into an employment agreement with each of our named executive officers. Under the employment agreements in effect during 2023, if we (or ATAI US, as applicable) terminateterminated Mr. Brand, Dr. Rao, orMs. Johnson, Mr. Bardin, or Dr. Gutierrez-Esteinou without “cause” or he resignsthe executive resigned for “good reason” (each as defined below), subject to histhe executive timely executing a release of claims and histhe executive continued compliance with certain covenants, he isthe executive would be entitled to receive (i) base salary continuation (or a lump sum for Mr. Bardin) for a period of nine months (or 12 months for TABLE OF CONTENTS
Mr. Brand); (ii) payment for any earned but unpaid annual bonus for the year prior to the year of termination; and (iii) for Dr. Rao, andMs. Johnson, Mr. Bardin and Dr. Gutierrez-Esteinou only, reimbursement for continued health coverage pursuant to COBRA for up to nine months following termination. Mr. Bardin would also be entitled to an additional payment of $15,000 in relocation expenses to move back to the US. If we (or ATAI US, as applicable) terminateterminated Mr. Brand, Dr. Rao, orMs. Johnson, Mr. Bardin, or Dr. Gutierrez-Esteinou without “cause” or he resignsthe executive resigned for “good reason”, in either case, on or within 12 months following a change in control, then, in lieu of the severance payments and benefits described above, subject to histhe executive’s timely executing a release of claims and histhe executive’s continued compliance with certain covenants, he is entitled to receivethe executive would have received (i) a lump-sum payment equal to one times (or 1.5 times for Mr. Brand) the sum of histhe executive’s annual base salary and, for Mr. Brand, Dr. Rao, Ms. Johnson, and Dr. RaoGutierrez-Esteinou only, histhe target annual bonus for the year of termination; (ii) payment for any earned but unpaid annual bonus for the year prior to the year of termination; (iii) for Dr. Rao, andMs. Johnson, Mr. Bardin, and Dr. Gutierrez-Esteinou only, reimbursement for continued health coverage pursuant to COBRA for up to 12 months following termination; and (iv) accelerated vesting of all unvested equity or equity-based awards held by the executive that vest solely based on the passage of time, with any such awards that vest based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement. In addition, the time period that the executives have to exercise any unvested options willwould be extended until the first to occur of (i) 12 months (or 18 months for Mr. Brand) following termination and (ii) the expiration of the remaining term of the applicable option. Mr. Bardin would also be entitled to an additional payment of $15,000 in relocation expenses to move back to the US. In the event Mr. Brand is prevented from working due to illness or other similar reasons for which he is not responsible, or upon his death, he (or his widow and dependents in the case of death) would be entitled to continued payment of his base salary for up to six months, less insurance or similar payments received due to such illness or death. Upon Mr. Brand’s termination or resignation as a managing director for any reason, he shall be entitled to three months’ notice, or pay in lieu of notice; provided that such payments shall be offset against any severance to which he is otherwise entitled under his employment agreement. For purposes of the employment agreements, “cause” generally means the named executive officer’s (i) commission of, or indictment for, a felony or any misdemeanor involving moral turpitude, deceit or intentional fraud, (ii) gross negligence, willful misconduct or repeated insubordination with respect to the Company or any of its affiliates, (iii) use of alcohol or illegal drugs in a manner that impairs the performance of histhe executive’s obligations under the employment agreement, (iv) misconduct that violates any applicable state or federal law prohibiting workplace harassment or that violates any written policy of the Company adopted to prevent workplace harassment or discrimination, (v) conduct which the executive knows or reasonably should have known would cause the Company to violate state or federal law, or (vi) repeated failure to substantially perform histhe executive’s employment duties or material breach of histhe executive’s material obligations under the employment agreement if such breach is not cured following notice from the board. TABLE OF CONTENTS For purposes of the employment agreements, “good reason” generally means (i) subject to an opportunity for notice and cure, the Company’s material breach of any material obligation under the employment agreement or (ii) for Mr. Brand only, his involuntary removal as a member of the management board. Mr. Brand, hasMs. Johnson, and Dr. Gutierrez-Esteinou have agreed to refrain from competing with us while employed and following his termination of employment for any reason for a period of 12 months.months (or two years for Ms. Johnson if she breaches her fiduciary duties or misappropriates our property or proprietary information). Mr. Brand, Dr. Rao, Ms. Johnson, and Dr. RaoGutierrez-Esteinou have agreed to refrain from soliciting our employees or consultants to terminate their relationship with us and from inducing our clients, licensors, licensees or customers to terminate, breach or materially change their relationship with the Company, in each case, while employed and following his termination of employment for any reason for a period of 12 months (or 24 months for Mr. Brand)Brand and Ms. Johnson). Separation Agreement with Mr. Bardin As previously disclosed, pursuant to the Company’s identification of certain redundancies among the executive team, on February 1, 2024 the Company and Mr. Bardin reached an agreement regarding Mr. Bardin’s departure from his position as the Company’s Chief Financial Officer (the “Separation Agreement”), effective as of February 6, 2024. Mr. Bardin provided transition services to the Company through March 31, 2024 (the “Advisory Period”), during which time Mr. Bardin received 0.5 times his “Base Pay” (as defined in his amended employment agreement) commencing after the conclusion of his Parental Leave Period (as defined below), reimbursement for his COBRA coverage and continued vesting in his outstanding options and restricted stock units. Pursuant to the Separation Agreement, Mr. Bardin became entitled to the severance benefits as set forth in his employment agreement as described above. In addition, Mr. Bardin received $30,462, representing the equivalent of full pay for the remainder of Mr. Bardin’s parental leave period through March 1, 2024 (the “Parental Leave Period”). Mr. Bardin also received tax equalization and preparation payments for 2022, 2023 and 2024 tax years and reimbursement of $5,000 in legal fees. Mr. Bardin's outstanding and vested options remain exercisable for a period of 12 months following the expiration of the Advisory Period. Separation Agreement with Dr. Gutierrez-Esteinou In September 2023, the Company and Dr. Gutierrez-Esteinou reached an agreement regarding Dr. Gutierrez-Esteinou’s departure from his position as the Company’s Chief Medical Officer (the “Transition and Separation Agreement”). Dr. Gutierrez-Esteinou remained a full-time employee and provided transition services to the Company through October 15, 2023 (the “Advisory Period”). Pursuant to the Transition and Separation Agreement, Dr. Gutierrez-Esteinou became entitled to the severance payments and benefits as set forth in his employment agreement as described above. In addition, Dr. Gutierrez-Esteinou agreed to provide advisory services to the Company following his termination of employment. The amounts paid pursuant to these arrangements are included in the “All Other Compensation” column of the 2023 Summary Compensation Table above. Supervisory Director Compensation We maintain a remuneration policy for our supervisory board pursuant to which our supervisory directors may be entitled to cash and equity compensation in such amounts necessary to attract and retain supervisory directors that have the talent and skills to foster long-term value creation and enhance the sustainable development of the Company. The compensation payable under the policy is intended to be competitive in relation to both the market in which the Company operates and the nature, complexity and size of the Company’s business. TABLE OF CONTENTS
Our supervisory directors currently receive the following amounts for their services on our supervisory board: Upon the director’s initial election or appointment to our supervisory board, an option to purchase 128,000 common shares; If the director has served on our supervisory board for at least six months as of the date of an annual meeting of shareholders and will continue to serve as a director immediately following such meeting, an option to purchase 64,000 common shares on the date of the annual meeting; An annual director fee of $40,000; TABLE OF CONTENTS If the director serves as lead independent director or chair or on a committee of our supervisory board, an additional annual fee as follows: ○ | Chair of the board, $30,000; |
○ | Lead independent director, $25,000; |
○ | Chair of the audit committee, $15,000; |
○ | Audit committee member other than the chair, $7,500; |
○ | Chair of the compensation committee, $10,000; |
○ | Compensation committee member other than the chair, $5,000; |
○ | Chair of the nominating and corporate governance committee, $8,000; and |
○ | Nominating and corporate governance committee member other than the chair, $4,000. |
Director fees are payable in arrears in four equal quarterly installments not later than the thirtieth day following the final day of each calendar quarter, provided that the amount of each payment is prorated for any portion of a quarter that a director is not serving on our supervisory board. Options granted to our non-employee directors have an exercise price equal to the fair market value of a common share on the date of grant and expire not later than ten years after the date of grant. Options granted upon a director’s initial election or appointment vest as to one-third of the shares on the first anniversary of the date of grant and in twenty-four (24) substantially equal monthly installments thereafter until the third anniversary of the date of grant. Options granted annually to directors vest in a single installment on the earlier of the day before the next annual meeting or the first anniversary of the date of grant. In addition, all unvested options vest in full upon the occurrence of a change in control. The following table sets forth information concerning the compensation of non-employee members of our supervisory board for service on the board for the year ended December 31, 2022.2023. Name | | Fees
Earned or
Paid in
Cash
($) | | Option
Awards
($)(2) | | Total
($) | | Fees
Earned or
Paid in
Cash
($) | | Option
Awards
($)(2) | | Total
($) | Christian Angermayer | | 70,000 | | 152,960 | | 222,960 | | 70,000 | | 88,960 | | 158,960 | Michael Auerbach | | 70,000 | | 152,960 | | 222,960 | | 70,000 | | 88,960 | | 158,960 | Jason Camm(1) | | — | | — | | — | | 40,000 | | 88,960 | | 128,960 | Alexis de Rosnay(3) | | 50,380 | | 152,960 | | 203,340 | | Sabrina Martucci Johnson | | 56,702 | | 152,960 | | 209,662 | | 63,000 | | 88,960 | | 151,960 | Amir Kalali, M.D. | | 45,202 | | 152,960 | | 198,162 | | 51,500 | | 88,960 | | 140,460 | Andrea Heslin Smiley | | 61,500 | | 152,960 | | 214,460 | | 61,500 | | 88,960 | | 150,460 |
(1)
| Due to his association with Thiel Capital LLC, during the year ended December 31, 2022,, Mr. Camm hashad previously waived his right to receive compensation for serving on our supervisory board. Mr. Camm was no longer associated with Thiel Capital during 2023 and began receiving compensation for service on our supervisory board during 2023. |
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(2)
| Amounts reflect the full grant-date fair value of stock options computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock options granted to our supervisory board members in Note 1213 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.2023. |
(3)
| Mr. de Rosnay resigned from the supervisory board effective November 2, 2022. |
TABLE OF CONTENTS The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 20222023 by each non-employee director. None of the non-employee directors held any unvested stock awards in us as of December 31, 2022.2023. Christian Angermayer | | | 816,000880,000
| Michael Auerbach | | | 192,000256,000
| Jason Camm(1) | | | —
| Alexis de Rosnay
| | | 192,00064,000
| Sabrina Martucci Johnson | | | 192,000256,000
| Amir Kalali, M.D. | | | 192,000256,000
| Andrea Heslin Smiley | | | 192,000256,000
|
(1)
| Mr. Camm has waived his right to receive compensation, including options, for serving on our supervisory board due to his association with Thiel Capital LLC during the year ended December 31, 2022. |
Equity Compensation Plan Information The following table sets forth information as of December 31, 20222023 regarding our equity compensation plans, consisting of the 2021 Incentive Award Plan, the 2020 Employee, Director and Consultant Equity Incentive Plan and the Hurdle Share Option Program. Awards under the Hurdle Share Option Program represent indirect equity interests in us held by ATAI Life Sciences HSOP GbR, a German law private partnership. See Note 1213 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 for a description of this program. We do not have any non-shareholder approved equity compensation plans. Equity compensation plans approved by shareholders | | | 41,802,43345,988,283(1)
| | | $5.524.89(2) | | | 33,094,55734,123,455(3)(4)
| Equity compensation plans not approved by shareholders | | | — | | | — | | | — | Total | | | 41,802,43345,988,283(1)
| | | $5.524.89(2) | | | 33,094,55734,123,455(3)(4)
|
(1)
| Includes 18,433,85917,192,953 shares subject to outstanding options under the 2020 Plan, 16,466,74521,873,501 shares subject to outstanding options under the 2021 Plan, and 6,921,829 shares subject to outstanding awards under the Hurdle Share Option Program. As of the effective date of the 2021 Plan, we ceased granting awards under the 2020 Plan. |
(2)
| As of December 31, 2022,2023, the weighted-average exercise price of outstanding options under the 2020 Plan was $4.66,$4.45, the weighted-average exercise price of outstanding options under the 2021 Plan was $7.46,$4.68, and the weighted average exercise price of outstanding awards under the Hurdle Share Option Program was $6.64. |
(3)
| Under the terms of our 2021 Plan, the number of shares initially available for issuance will be increased by an annual increase on January 1 of each calendar year beginning in 2022 and ending in and including 2031, equal to the lesser of (A) five percent of the common shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as determined by our supervisory board. Effective as of January 1, 2023,2024, the number of shares initially available for issuance increased by 8,296,7968,301,319 common shares. |
(4)
| Represents 32,837,13833,866,036 shares available for issuance under the 2021 Plan and 257,419 shares available for issuance under the Hurdle Share Option Program. To the extent outstanding options under the 2020 Plan are forfeited or lapse unexercised, the common shares subject to such options will be available for issuance under the 2021 Plan. |
TABLE OF CONTENTS Rule 14a-8 Proposals — Pursuant to Rule 14a-8 under the Exchange Act, shareholders who intend to have a proposal considered for inclusion in our proxy materials for presentation at our 20242025 annual general meeting of shareholders must submit the proposal to our Corporate Secretary at our offices at Wallstraße 16, 10179 Berlin, Germany in writing not later than 120 days before the anniversary of the date on which we sent our proxy materials for this Annual General Meeting, or December [ ], 2023,2024, unless the date of the 20242025 annual general meeting is changed by more than 30 days from the date of this Annual General Meeting, and must satisfy the requirements of the proxy rules promulgated by the SEC. Other Proposals— - Shareholders intending to include a proposal on the agenda for the 20242025 annual general meeting of shareholders, irrespective of whether they intend to have the proposal included in our proxy statement, must comply with the requirements under our articles of association and Dutch law. Under Dutch law and our articles of association, only shareholders representing at least 3% of our issued share capital are authorized to make such a proposal, provided that they do so at least 60 days prior to our 20242025 annual general meeting of shareholders. Proposals and nominations that are not received by the dates specified above, or otherwise do not meet all relevant requirements, will be considered untimely or improper, as applicable. You may contact our Corporate Secretary at Wallstraße 16, 10179 Berlin, Germany for a copy of the relevant provisions of our articles of association regarding the requirements for making shareholder proposals. In addition to satisfying the foregoing requirements under our articles of association and Dutch law, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of supervisory director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act.Act no later than March 18, 2025. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal that does not comply with these or other applicable requirements. TABLE OF CONTENTS No business shall be voted on at the Annual General Meeting, except such items as included in the agenda for the Annual General Meeting. The accompanying proxy is solicited by and on behalf of our supervisory board, whose Notice of Annual General Meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by us. In addition to the use of mail, proxies may be solicited by personal interview, telephone, e-mail and facsimile by our supervisory directors, officers and other employees who will not be specially compensated for these services. We will also request that brokers, nominees, custodians and other fiduciaries forward soliciting materials to the beneficial owners of shares held by such brokers, nominees, custodians and other fiduciaries. We will reimburse such persons for their reasonable expenses in connection therewith. We may engage a proxy solicitor to assist in the solicitation of proxies and provide related advice and information support depending on a variety of factors, including preliminary voting results, for a services fee and the reimbursement of customary disbursements. Certain information contained in this proxy statement relating to the occupations and security holdings of our supervisory directors and officers is based upon information received from the individual directors and officers. We intend to file a Proxy Statement and WHITE proxy card with the SEC in connection with the solicitation of proxies for our 20242025 annual general meeting of shareholders. Shareholders may obtain our proxy statement (and any amendments and supplements thereto) and other documents as and when filed by us with the SEC without charge from the SEC’s website at: www.sec.gov. ANNUAL REPORT ON FORM 10-K A copy of ATAI’satai’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022,2023, including financial statements and schedules thereto, but not including exhibits, as filed with the SEC, will be sent to any shareholder of record as of the close of business on April 18, 2023,19, 2024, without charge, upon written request addressed to: ATAIatai Life Sciences N.V., Attention: Corporate Secretary, Wallstraße 16, 10179 Berlin, Germany. A reasonable fee will be charged for copies of exhibits. You also may access this proxy statement and our Annual Report on Form 10-K at www.proxyvote.com. You also may access our Annual Report on Form 10-K for the year ended December 31, 20222023 at www.atai.lifewww.atai.ltfe. WE URGE YOU TO VOTE YOUR SHARES PRIOR TO THE ANNUAL GENERAL MEETING VIA THE TOLL-FREETOLL FREE TELEPHONE NUMBER OR OVERNUMBER. OR. OVER. THE INTERNET, AS DESCRIBED IN THIS PROXY STATEMENT OROR. BY SIGNING, DATING AND MAILING THE PROXY CARD IN THE ENCLOSED RETURN ENVELOPE OR EMAILING THE SIGNED AND DATED PROXY CARD TO ANNUALMEETING@ATAI.LIFE. PROMPTLY VOTING YOUR SHARES WILL ENSURE THE PRESENCE OF A QUORUMA. QUORUM. AT THE ANNUAL GENERAL MEETING AND WILL SAVE US THE EXPENSE OF FURTHERFURTHER. SOLICITATION. By Order of the Board of Supervisory Directors | | | | | | | | [ ] | | | | Ryan Barrett | | | | General Counsel and Corporate Secretary | | | | | | | | Berlin, Germany | | | | April [ ], 20232024 | | | |
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