DEF 14A 1 ny20005373x500_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A
(Rule 14A-101)

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

	o	Preliminary Proxy Statement
	o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	x	Definitive Proxy Statement
	o	Definitive Additional Materials
	o	Soliciting Material under §240.14a-12

ATHIRA PHARMA, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

	x	No fee required
	o	Fee paid previously with preliminary materials
	o	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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OUR MISSION

To restore lives
by advancing
bold therapies for
neuronal health,
thoughtfully and
urgently.

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April 5, 2023

Dear Fellow Stockholders:

We are pleased to invite you to attend the 2023 annual meeting of stockholders (together with any postponement, adjournments or other delays thereof, the “Annual Meeting”) of Athira Pharma, Inc. (the “Company”). The Annual Meeting will be held on May 18, 2023, at 8:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/ATHA2023, where you will be able to listen to the meeting live, submit questions and vote online.

The attached formal meeting notice and proxy statement contain details of the business to be conducted at the annual meeting.

Your vote is important. Whether or not you attend the annual meeting virtually, it is important that your shares be represented and voted at the annual meeting. Therefore, we urge you to vote and submit your proxy promptly via the Internet, telephone or mail.

On behalf of our board of directors, we would like to express our appreciation for your continued support of and interest in the Company.

Sincerely,

Mark J. Litton, Ph.D.

President and Chief Executive Officer

Athira Pharma, Inc.

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Notice of 2023

Annual Meeting
of Stockholders

Meeting Date:

May 18, 2023

Meeting Time:

8:00 a.m.,
Pacific Time

Meeting Location:

The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.
virtualshareholder
meeting.com/
ATHA2023, where you will be able to listen to the meeting live, submit questions and vote online during the meeting.

Record Date:

March 22, 2023

to our STOCKHOLDERS,

You are cordially invited to attend the annual meeting of stockholders virtually (together with any postponement, adjournments or other delays thereof, the “Annual Meeting”) of Athira Pharma, Inc. (the “Company”).

1	To elect two Class III directors of the Company, each to serve for terms of three years and until their respective successors are elected and qualified, or until their earlier death, subject to earlier resignation or removal.
2	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023.
3	To transact other business that may properly come before the Annual Meeting.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report, is first being sent or given on or about April 5, 2023 to all stockholders entitled to vote at the annual meeting. The Notice provides instructions on how to vote online or by telephone and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials and our annual report can be accessed as of April 5, 2023 by visiting www.proxyvote.com. All you have to do is enter the control number located on your proxy card.

Only stockholders of record as of March 22, 2023 are entitled to notice of and to vote at the annual meeting. For ten days prior to the annual meeting, a complete list of stockholders of record entitled to vote at the annual meeting will be available for examination by any stockholder for any purpose relevant to the annual meeting. If you would like to view the list, please contact our corporate secretary to schedule an appointment by calling (425) 620-8520 or writing to Athira Pharma, Inc., 18706 North Creek Parkway, Suite 104, Bothell, Washington 98011, Attention: Corporate Secretary. The stockholder list will also be available online during the annual meeting at www.virtualshareholdermeeting.com/ATHA2023.

If your shares of common stock are held in a brokerage account or by a broker, bank or other nominee (i.e., your shares are held beneficially in “street name”), you will receive a voting instruction form from the holder of record. You must provide voting instructions by completing the voting instruction form and returning it to your broker, bank or other nominee for your shares to be voted. We recommend that you instruct your broker, bank or other nominee to vote your shares using the voting instruction form. The availability of Internet and telephone voting options will depend on the voting process of your broker, bank or other nominee.

Whether or not you plan to attend the virtual Annual Meeting, we urge you to submit your proxy via the Internet or telephone or by mail as soon as possible.

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	Your Vote is Important

	Whether or not you plan to attend the virtual annual meeting, we urge you to submit your proxy or voting instructions via the Internet, telephone or mail as soon as possible.

By order of the Board of Directors,

Mark J. Litton, Ph.D.

President and Chief Executive Officer

Athira Pharma, Inc.
Bothell, Washington
April 5, 2023


	Important Notice Regarding the availability of proxy materials for the annual meeting to be held on May 18, 2023.

	The proxy statement, the accompanying proxy card, and the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available free of charge at www.proxyvote.com. Information on this website, other than this proxy statement, is not a part of this proxy statement. Please sign, date and promptly return the proxy card, or submit your proxy and voting instructions over the Internet or by telephone by following the instructions on the proxy card, so that you may be represented at the Annual Meeting. The accompanying proxy statement provides a detailed description of the business to be conducted at the Annual Meeting. We urge you to read the accompanying proxy statement, including the appendices, carefully and in their entirety.

Table of Contents

2023 PROXY STATEMENT

Table of Contents

PROXY STATEMENT SUMMARY	1
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING	2
BOARD OF DIRECTORS AND CORPORATE GOVERNANCE	8
Composition of the Board	8
Nominees for Director	9
Continuing Directors	10
Director Independence	14
Board Leadership Structure	14
Role of Board in Risk Oversight Process	14
Attendance at Board and Stockholder Meetings	15
Executive Sessions of Non-Employee Directors	15
Board Diversity	15
Board Committees	17
Considerations in Evaluating Director Nominees	18
Stockholder Recommendations and Nominations to our Board of Directors	19
Communications with the Board of Directors	19
Policy Prohibiting Hedging or Pledging of Securities	20
Code of Business Conduct and Ethics	20
Environmental, Social and Governance (ESG) and Related Matters	20
Director Compensation	21
PROPOSAL NO. 1: ELECTION OF CLASS III DIRECTORS	24
Nominees	24
Board Recommendation	24

Table of Contents

PROPOSAL NO. 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	25
Fees Paid to the Independent Registered Public Accounting Firm	25
Auditor Independence	26
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services	26
Board Recommendation	26
REPORT OF THE AUDIT COMMITTEE	27
EXECUTIVE OFFICERS	28
Executive Officers	28
EXECUTIVE COMPENSATION	31
Processes and Procedures for Compensation Decisions	31
Executive Compensation	31
2021-2022 Summary Compensation Table	32
Outstanding Equity Awards at December 31, 2022	33
Executive Employment Arrangements	34
Change in Control and Severance Agreements	35
Executive Incentive Compensation Plan	37
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	39
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	41
Related Person Transactions	42
Related-Person Transactions Policy	42
Sales of Securities	42
Investors’ Rights Agreement	43
Other Transactions	43
OTHER MATTERS	44
Availability of Bylaws	44
Delinquent Section 16 Reports	44
2022 Annual Report	44

Table of Contents

FOR 2023 ANNUAL MEETING

Proxy Statement
Summary

Meeting Date:

May 18, 2023

Meeting Time:

8:00 a.m.,
Pacific Time

Meeting Location:

Voting Matters

Proposal		Board Recommendation	Page Reference
1	To elect two Class III directors of the Company, each to serve for terms of three years and until their respective successors are elected and qualified, or until their earlier death, subject to earlier resignation or removal.	“FOR” the election of each Class III director nominee named	24
2	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023.	“FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2023	25
3	To vote on any other matters that may properly come before the Annual Meeting.	—	—

Athira Pharma, Inc.

2023 Proxy Statement

•	Proposal No. 1: the election of two nominees as Class III directors of the Company, each to hold office until their respective successors are elected and qualified, or until their earlier death, resignation or removal.
•	Proposal No. 2: the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023.
•	Proposal No. 3: any other business that may properly come before the annual meeting or any adjournments or postponements thereof.

Online	By Phone	Virtually	By Mail


By Internet following the instructions using the control number provided on your proxy card.	By telephone using the numbers provided on your proxy card.	By attending the Annual Meeting virtually by visiting www. virtualshareholdermeeting. com/ATHA2023, where you can vote during the meeting.	By signing, dating and returning your proxy card following the instructions on your proxy card. Your proxy card must be received prior to the Annual Meeting.

•	entering a new vote by Internet or telephone (subject to the applicable deadlines for each method as set forth above);
•	completing and returning a later-dated proxy card, which must be received prior to the Annual Meeting;
•	delivering a written notice of revocation to our corporate secretary at Athira Pharma, Inc., 18706 North Creek Parkway, Suite 104, Bothell, Washington 98011, Attention: Corporate Secretary, which must be received prior to the Annual Meeting; or
•	attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).

•	no earlier than 8:00 a.m., Eastern time, on January 19, 2024, and
•	no later than 5:00 p.m., Eastern time, on February 18, 2024.

Name	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated
Nominees for Director
Kelly A. Romano⁽¹⁾	III	61	Chairwoman of the Board	2020	2023	2026
James A. Johnson⁽²⁾⁽⁴⁾	III	66	Director	2020	2023	2026
Continuing Directors
Barbara Kosacz⁽⁵⁾⁽⁶⁾	I	65	Director	2021	2024	—
Michael Panzara	I	56	Director	2022	2024	—
Mark Litton, Ph.D.	I	55	President, Chief Executive Officer and Director	2021	2024	—
Joseph Edelman⁽²⁾⁽³⁾	II	67	Director	2020	2025	—
John M. Fluke, Jr.⁽¹⁾⁽³⁾	II	80	Director	2014	2025	—
Grant Pickering⁽²⁾	II	55	Director	2022	2025	—

(1)	Member of the audit committee.
(2)	Member of the compensation committee.
(3)	Member of nominating and corporate governance committee.

(4)	Chairman of the audit committee.
(5)	Chairwoman of the compensation committee.
(6)	Chairwoman of the nominating and corporate governance committee.

Total Number of Directors	8
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	5	—	1
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	5	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	1

•	selects, retains, compensates, evaluates, oversees and, where appropriate, terminates our independent registered public accounting firm;
•	reviews and approves the scope and plans for the audits and the audit fees and approves all non-audit and tax services to be performed by the independent audit;
•	evaluates the independence and qualification of the independent registered public accounting firm;
•	reviews internal controls and integrity of financial statements;
•	reviews financial information presentation, earnings press releases and guidance;
•	oversees the design, implementation and performance of our internal audit function, if any;
•	sets hiring policies with regard to the hiring of employees and former employees of our independent auditor and oversees compliance with such policies;
•	reviews and monitors compliance with our Investment Policy and approves any amendments or deviations;
•	reviews, approves and monitors related party transactions;
•	develops, approves, reviews and monitors compliance with our Code of Business Conduct and Ethics;
•	adopts and oversees procedures to address complaints regarding accounting, internal accounting controls or auditing matters;
•	reviews and discusses with our management and the independent auditor our compliance with various laws;
•	reviews and discusses with management our independent auditor guidelines and policies to identify, monitor, and address enterprise risks;
•	engages independent legal, accounting and other advisors;
•	provides appropriate funding for compensation to independent registered accounting firm, advisors and related expenses; and
•	reviews the adequacy of the audit committee charter and recommend any proposed changes to our board of directors.

•	reviews and approves the corporate goals and objectives applicable to the compensation of our chief executive officer;
•	reviews and approves the compensation and benefits for our executive officers;
•	reviews, approves, and administers employee compensation plans;
•	advises on proposals to stockholders on executive compensation matters;
•	oversees compensation plans and programs;
•	reviews and discusses our compensation policies and practices and the risks related thereto;
•	approves the creation or revision of any clawback policy allowing us to recoup compensation paid to employees;
•	reviews and recommends to the board of directors the form and amount of compensation to be paid for service on the board of directors and committees and for service as a chairperson of a committee;
•	oversees regulatory compliance with respect to compensation matters;
•	retains or obtains the advice of compensation consultants; and
•	reviews the adequacy of the compensation committee charter and recommends any proposed changes to our board of directors.

•	establishes procedures for the submission of candidates for election to our board of directors;
•	conducts a periodic review of our succession planning process for the executive management team;
•	reviews the structure and composition of each committee of our board of directors and makes recommendations for changes to the committees;
•	develops and recommends to the board of directors corporate governance guidelines and annually reviews the corporate governance guidelines and their application;
•	oversees governance practices;
•	oversees our director orientation and continuing education;
•	oversees the evaluation of our board of directors and its committees;
•	administers policies and procedures for various constituencies that are involved with us to communicate with the non-management members of our board of directors;
•	oversees and periodically reviews the Company’s ESG activities, programs and public disclosure, including in light of any feedback received from stockholders of the Company; and
•	reviews the adequacy of the nominating and corporate governance committee charter and recommends any proposed changes to our board of directors.

Name	Fees Earned or Paid in Cash ($)	Option Awards ($)⁽¹⁾	Total ($)
Barbara Kosacz⁽²⁾	53,000	94,061	147,061
Joseph Edelman⁽³⁾	44,000	94,061	138,061
John M. Fluke, Jr.⁽⁴⁾	46,500	94,061	140,561
James A. Johnson⁽⁵⁾	55,000	94,061	149,061
Kelly A. Romano⁽⁶⁾	72,500	94,061	166,561
Grant Pickering⁽⁷⁾	37,111	228,850	265,961
Michael Panzara, M.D.⁽⁸⁾	27,611	235,926	263,537

(1)	In accordance with SEC rules, the amount in this column reflects the aggregate grant date fair value of stock options granted during 2022 computed in accordance with Accounting Standards Codification (ASC) Topic 718, rather than the amount paid or realized by the director. For a discussion of valuation assumptions, see the Note 9 to our financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on or about March 23, 2023.
(2)	Ms. Kosacz became a member of our board of directors in March 2021. As of December 31, 2022, Ms. Kosacz held stock options to purchase 41,613 shares of our common stock.
(3)	Mr. Edelman became a member of our board of directors in May 2020. As of December 31, 2022, Mr. Edelman held stock options to purchase 55,484 shares of our common stock.
(4)	Mr. Fluke became a member of our board of directors in December 2014. As of December 31, 2022, Mr. Fluke held stock options to purchase 55,484 shares of our common stock.
(5)	Mr. Johnson became a member of our board of directors in August 2020. As of December 31, 2022, Mr. Johnson held stock options to purchase 55,484 shares of our common stock.
(6)	Ms. Romano was appointed to our board of directors in December 2020. As of December 31, 2022, Ms. Romano held stock options to purchase 41,613 shares of our common stock.
(7)	Mr. Pickering was appointed to our board of directors in January 2022. As of December 31, 2022, Mr. Pickering held stock options to purchase 31,209 shares of our common stock.
(8)	Dr. Panzara was appointed to our board of directors in March 2022. As of December 31, 2022, Dr. Panzara held stock options to purchase 30,053 shares of our common stock.

•	$35,000 per year for service as a non-employee director;
•	$30,000 per year for service as chairperson of the board of directors;
•	$15,000 per year for service as chairperson of the audit committee;
•	$7,500 per year for service as a member of the audit committee;
•	$10,000 per year for service as chairperson of the compensation committee;
•	$5,000 per year for service as a member of the compensation committee;
•	$8,000 per year for service as chairperson of the nominating and corporate governance committee; and
•	$4,000 per year for service as a member of the nominating and corporate governance committee.

	Year Ended December 31,
	2022		2021
Audit fees⁽¹⁾	$	736	$	836
Audit-related fees⁽²⁾		—		—
Tax fees⁽³⁾		—		7
All other fees⁽⁴⁾		—		—
Total fees	$	736	$	843

(1)	Audit fees include fees incurred associated with the annual audit, the reviews of the Company’s interim financial information, services provided in connection with our follow-on public offering in 2021, and services provided in connection with our at-the-market offering program incurred in 2022.
(2)	Audit-related fees include fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.
(3)	Tax fees consist of fees for professional services, including tax compliance services and tax advisory services.
(4)	All other fees include any fees billed that are not audit fees, audit-related fees or tax fees. There were no such fees incurred in 2022 or 2021.

•	reviewed and discussed the audited consolidated financial statements with management and Ernst & Young LLP;
•	discussed with Ernst & Young LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, or PCAOB, and the SEC; and
•	received the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with Ernst & Young LLP its independence.

•	attract, motivate, incentivize and retain employees at the executive level who contribute to our long-term success;
•	provide compensation packages to our executives that are fair and competitive and reward high levels of performance and the achievement of our business objectives; and
•	more closely align our executives’ interests with those of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders.

•	Mark Litton, Ph.D., our president and chief executive officer;
•	Hans Moebius, M.D., Ph.D., our chief medical officer; and
•	Rachel Lenington, our chief operating officer.

Name and Principal Position	Year	Salary ($)		Bonus ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽²⁾	Non-equity Incentive Plan Compensation ($)⁽³⁾	All Other Compensation ($)		Total ($)
Mark Litton, Ph.D., President and Chief Executive Officer	2022	543,400		—	—	2,998,052	233,662	85	⁽⁴⁾	3,775,199
	2021	450,000	⁽⁵⁾	—	920,400	1,328,006	256,200	83	⁽⁴⁾⁽⁵⁾	2,954,689
Hans Moebius, M.D., Ph.D Chief Medical Officer	2022	430,000		—	—	1,450,891	147,920	74,922	⁽⁶⁾	2,103,733
Hans Moebius, M.D., Ph.D Chief Medical Officer	2021	362,125		—	460,200	1,124,899	206,400	74,697	⁽⁶⁾	2,228,321
Rachel Lenington, Chief Operating Officer	2022	430,000		—	—	1,450,891	147,920	85	⁽⁴⁾	2,028,896
Rachel Lenington, Chief Operating Officer	2021	230,500		—	460,200	1,754,205	110,640	33	⁽⁴⁾⁽⁵⁾	2,555,578

(1)	In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of performance RSU awards granted during 2021 reflecting the probable outcome of such performance conditions computed in accordance with ASC Topic 718, rather than the amounts paid or realized by the named executive officer. For a discussion of valuation assumptions, see Note 12 and Note 9 to our financial statements and the sections titled “Stock-based Compensation” included in each of our Annual Report on Form 10-Ks for the year ended December 31, 2021, filed with the SEC on or about March 28, 2022, and for the year ended December 31, 2022, filed with the SEC on or about March 23, 2023. The fair value of the performance RSUs at the grant date has been calculated assuming that the highest level of performance conditions will be achieved for each award.
(2)	In accordance with SEC rules, amounts in this column reflect the aggregate grant date fair value of stock options granted during 2021 and 2022 computed in accordance with ASC Topic 718, rather than the amounts paid or realized by the named executive officer. For a discussion of valuation assumptions, see Note 12 and Note 9 and the sections titled “Stock-based Compensation” to our financial statements included in each of our Annual Reports on Form 10-K for the years ended December 31, 2021 and December 31, 2022, respectively.
(3)	Represents cash bonuses earned by the named executive officers pursuant to our Executive Incentive Compensation Plan for 2021 performance, paid in 2022, and 2022 performance, paid in 2023.
(4)	Represents payments made on the executive’s behalf for basic life insurance and accidental death and dismemberment insurance.
(5)	Dr. Litton’s salary was incorrectly reported as $470,000, and Dr. Litton’s and Ms. Lenington’s all other income was incorrectly reported as $123 each for the fiscal year ended December 31, 2021 in the Company’s proxy statement filed pursuant to Section 14(a) (File No. 001-39503), filed with the Securities and Exchange Commission on April 5, 2022.
(6)	Represents cash stipends paid to Dr. Moebius under the terms of his employment agreement that are intended to defray the costs associated with mandatory and elective benefits contributions in Switzerland, where he is located. The reported amount for 2022 includes monthly cash stipends of $5,200 plus an additional $12,522, which is equal to 8.465% of the cash bonus earned by Dr. Moebius during 2022. The reported amount for 2021 includes monthly cash stipends of $4,625 plus an additional payment of $17,472, which is equal to 8.465% of the cash bonus earned by Dr. Moebius in 2021.

		Number of Securities Underlying Unexercised Options					Stock Awards (unvested)
Name	Vesting Commencement Date	Exercisable (#)	Unexercisable (#)		Option Exercise Price ($)	Expiration Date	Number of shares or units		Market value of shares or units ($)
Mark Litton, Ph.D.	7/1/2019	50,440	50,440	⁽¹⁾	1.35	8/14/2029	—		—
	8/26/2020	23,328	23,329	⁽¹⁾	17.00	9/16/2030	—		—
	1/8/2021	21,250	63,750	⁽¹⁾	21.15	2/17/2031	—		—
	11/3/2021	—	—		—	11/2/2031	40,000	⁽³⁾	126,800
	1/27/2022	91,667	308,333	⁽²⁾	9.91	1/26/2032	—		—
Hans Moebius, M.D., Ph.D.	6/1/2019	—	7,882	⁽¹⁾	1.35	8/14/2029	—		—
	8/26/2020	72,507	72,508	⁽¹⁾	17.00	9/16/2030	—		—
	1/8/2021	18,000	54,000	⁽¹⁾	21.15	2/17/2031	—		—
	11/3/2021	—	—		—	11/2/2031	20,000	⁽³⁾	63,400
	1/18/2022	41,250	138,750	⁽²⁾	10.64	1/17/2032	—		—
Rachel Lenington	6/14/2021	37,500	112,500	⁽¹⁾	15.34	11/2/2031	—		—
	11/3/2021	—	—		—	11/2/2031	20,000	⁽³⁾	63,400
	1/18/2022	41,250	138,750	⁽²⁾	10.64	1/17/2032	—		—

(1)	Stock option vests over four years, with 1/4 vesting on each anniversary of the vesting commencement date, subject to continued service with us through the applicable vesting date.
(2)	Stock option vests over four years, with 1/48 vesting on the monthly anniversary of the vesting commencement date, subject to continued service with us through the applicable vesting date.
(3)	The performance RSU awards are earned and become eligible to vest in three equal tranches in accordance with the following schedule: One third (1/3rd) of the number of shares subject to the RSU award vested at the completion of the public readout of topline results of the Company’s ACT-AD Phase 2 clinical trial in June 2022, one third (1/3rd) of the number of shares subject to the RSU award shall vest at the date the Compensation Committee determines that enrollment of the Company’s LIFT-AD Phase 2/3 clinical trial has been completed, and the remaining one third (1/3rd) of the number of shares subject to the RSU award shall vest at the completion of the public readout of topline results of the Company’s LIFT-AD Phase 2/3 clinical trial, in each case subject to continued service with us through the applicable vesting date. In addition, the vesting of the performance RSUs may be accelerated in the event that, on or within 12 months following a Change in Control (within the meaning of the 2020 Equity Incentive Plan), the award recipient is terminated by the Company without “cause” (as defined in the agreement). The preceding vesting schedule was adopted by the compensation committee of the board in December 2022 due to changed circumstances relating to the performance goals under the original vesting schedule. Prior to its amendment, the original vesting schedule of the RSU awards was as follows: One third (1/3rd) of the number of shares subject to the RSU award shall vest at the completion of the public readout of topline results of the Company’s ACT-AD Phase 2 clinical trial, one third (1/3rd) of the number of shares subject to the RSU award shall vest at the completion of the public readout of topline results of the Company’s LIFT-AD Phase 2/3 clinical trial (the “LIFT-AD Readout”), and the remaining one third (1/3rd) of the number of shares subject to the RSU award shall be scheduled to vest six (6) months after the LIFT-AD Readout in each case, subject to continued service with us through the applicable vesting date.

•	a lump-sum payment equal to 9 months (or 12 months in the case of Dr. Litton) of the named executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction); and
•	for named executive officers other than Dr. Moebius, payment of premiums for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA), for the named executive officer and his or her eligible dependents, if any, for up to 9 months (or up to 12 months for Dr. Litton).
•	In the case of Dr. Litton, 25% accelerated vesting and exercisability of the shares subject to the stock option award granted to Dr. Litton on August 15, 2019, that are outstanding and unvested as of the date of such termination.

•	a lump-sum payment equal to 12 months (or 18 months in the case of Dr. Litton) of the named executive officer’s annual base salary as in effect immediately prior to such termination (or if such termination is due to a resignation for good reason based on a material reduction in base salary, then as in effect immediately prior to the reduction) or if greater, at the level in effect immediately prior to the change in control;
•	a lump-sum payment equal to 100% (or 150% in the case of Dr. Litton) of the named executive officer’s target annual bonus as in effect for the fiscal year in which such termination occurs or if greater, at the level in effect, immediately prior to the change in control;
•	for named executive officers other than Dr. Moebius, payment of premiums for coverage under COBRA for the named executive officer and the named executive officer’s eligible dependents, if any, for up to 12 months (or up to 18 months for Dr. Litton); and
•	100% accelerated vesting and exercisability of all Company equity awards with service-based vesting (but that are not subject to performance-based vesting) that are outstanding and unvested as of the date of the qualifying termination.

•	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;
•	each of our named executive officers;
•	each of our directors; and
•	all of our executive officers and directors as a group.

	Shares Beneficially Owned
	Number of Shares	Percentage (%)
5% and Greater Stockholders:
Perceptive Life Sciences Master Fund Ltd.⁽¹⁾	4,797,278	12.6
Entities affiliated with BlackRock, Inc.⁽²⁾	2,363,221	6.2
NAMED EXECUTIVE OFFICERS AND DIRECTORS:
Mark Litton⁽³⁾	425,591	1.1
Hans Moebius⁽⁴⁾	256,565	*
Rachel Lenington⁽⁵⁾	125,529	*
Joseph Edelman⁽⁶⁾	4,849,680	12.8
John M. Fluke, Jr.⁽⁷⁾	201,017	*
James A. Johnson⁽⁸⁾	52,401	*
Barbara Kosacz⁽⁹⁾	33,906	*
Kelly A. Romano⁽¹⁰⁾	74,533	*
Grant Pickering⁽¹¹⁾	15,809	*
Michael Panzara⁽¹²⁾	13,100	*
ALL CURRENT DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP (13 PERSONS)⁽¹³⁾	6,649,466	17.0

*	Represents beneficial ownership of less than 1% of our outstanding common stock.
(1)	Based on the Schedule 13D filed with the SEC on July 1, 2022. Consists of 4,797,278 shares held of record by Perceptive Life Sciences Master Fund Ltd. (“Perceptive”). The business address of Perceptive is 51 Astor Place, 10th Floor, New York, NY 10003. Perceptive Advisors LLC serves as the investment manager of Perceptive. Joseph Edelman is the managing member of Perceptive Advisors LLC and he may be deemed to beneficially own the shares held by Perceptive.
(2)	Based on the most recently available Schedule 13G/A filed with the SEC on February 1, 2023. Consists of 2,363,221 shares held of record in aggregate by BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock Asset Management Canada Limited, BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Financial Management, Inc., and BlackRock Investment Management, LLC. Accordingly BlackRock, Inc. may be deemed to be the beneficial owner of such securities. The address and principal office of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
(3)	Consists of 129,217 shares held of record by Dr. Litton, 6,563 shares held by Irrevocable Trust of OSL, 6,563 shares held by Irrevocable Trust of SWL, and 6,563 shares held by Irrevocable Trust of WGL, each irrevocable trust is for the benefit of Dr. Litton’s children, and options to purchase 276,685 shares that are exercisable within 60 days of March 22, 2023.
(4)	Consists of 65,836 shares held by Dr. Moebius and options to purchase 190,729 shares that are exercisable within 60 days of March 22, 2023.
(5)	Consists of 5,807 shares held by Ms. Lenington and options to purchase 119,722 shares that are exercisable within 60 days of March 22, 2023.
(6)	Consists of the shares referenced in footnote (1) above and options to purchase 52,402 shares that are exercisable within 60 days of March 22, 2023.
(7)	Consists of 3,731 shares held of record by Fluke Capital Management, L.P., 144,884 shares held by Mr. Fluke, and options to purchase 52,402 shares that are exercisable within 60 days of March 22, 2022.
(8)	Consists of options held by Mr. Johnson to purchase 52,401 shares that are exercisable within 60 days of March 22, 2023. Excludes 5,000 shares purchased on March 29, 2023, as reported on Form 4 filed on March 30, 2023.
(9)	Consists of options held by Ms. Kosacz to purchase 33,906 shares that are exercisable within 60 days of March 22, 2023.
(10)	Consists of 38,315 shares held by Ms. Romano and options to purchase 36,218 shares that are exercisable within 60 days of March 22, 2023.
(11)	Consists of 783 shares held by Mr. Pickering and options to purchase 15,026 shares that are exercisable within 60 days of March 22, 2023. Shares held excludes 10,000 shares purchased on March 29, 2023 and 15,000 shares purchased on March 30, 2023, as reported on Form 4 filed on March 31, 2023.
(12)	Consists of options held by Dr. Panzara to purchase 13,100 shares that are exercisable within 60 days of March 22, 2023.
(13)	Consists of 5,446,619 shares held by our current directors and executive officers as a group and options to purchase 1,202,847 shares that are exercisable within 60 days of March 22, 2023.

Plan Category	(a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		(b) Weighted Average Exercise Price of Outstanding Options, Warrants and Rights			(c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))⁽³⁾
Equity compensation plans approved by security holders:
2014 Equity Incentive Plan	388,181		$	1.06		—
2020 Equity Incentive Plan	3,881,680	⁽¹⁾	$	12.89	⁽²⁾	4,253,854
2020 Employee Stock Purchase Plan	—			—		916,640
Total	4,269,861					5,170,494

(1)	Includes both 3,645,341 outstanding options and 236,339 outstanding, unvested performance restricted stock units.
(2)	Represents the outstanding options’ weighted-average exercise price and does not take into account the shares issuable upon vesting of outstanding performance restricted stock units, which do not have an exercise price.
(3)	Our 2020 Equity Incentive Plan includes provisions providing for an annual increase in the number of securities available for future issuance on the first day of each fiscal year, equal to the least of: (1) 3,230,000 shares; (2) 5% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year; and (3) such lesser number of shares determined by the board of directors. Our 2020 Employee Stock Purchase Plan includes provisions providing for an annual increase in the number of securities available for future issuance on the first day of each fiscal year, equal to the least of: (1) 1% of the outstanding shares of common stock on the first day of such fiscal year; (2) 646,000 shares; and (3) such lesser number of shares determined by the board of directors.

SEC Form DEF 14A filed by Athira Pharma Inc.