Fiscal year 2024 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses ATXS in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named ATXS in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Jill Milne | $637,868 | $0 | $0 | $5,637,078 | $318,934 | $0 | $10,536 | $6,604,416 |
| President and Chief Executive Officer | ||||||||
| Christopher Morabito | 485,920 | 0 | 0 | 1,789,892 | 194,368 | 0 | 10,536 | 2,480,716 |
| Chief Medical Officer | ||||||||
| Benjamin Harshbarger | 461,617 | 0 | 0 | 1,789,892 | 184,647 | 0 | 11,777 | 2,447,933 |
| Chief Legal Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2024 total | FY2023 total | FY2022 total | Δ FY2023→2024 |
|---|---|---|---|---|
| Jill Milne | $6,604,416 | $2,955,504 | — | +3,648,912 |
| Christopher Morabito | 2,480,716 | 1,321,586 | — | +1,159,130 |
| Benjamin Harshbarger | 2,447,933 | 1,297,491 | — | +1,150,442 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Benjamin Harshbarger | Option | 48,750 | 13.36 | — |
| Jill Milne | Option | 19,444 | 17.22 | — |
| Jill Milne | Option | 56,875 | 6.51 | — |
| Jill Milne | Option | 148,958 | 13.36 | — |
| Jill Milne | Option | 534,600 | 15.26 | — |
| Christopher Morabito | Option | 39,583 | 3.87 | — |
| Benjamin Harshbarger | Option | 5,556 | 17.22 | — |
| Benjamin Harshbarger | Option | 4,164 | 12.96 | — |
| Benjamin Harshbarger | Option | 16,042 | 6.51 | — |
| Benjamin Harshbarger | Option | 175,000 | 15.26 | — |
| Christopher Morabito | Option | 48,750 | 13.36 | — |
| Christopher Morabito | Option | 175,000 | 15.26 | — |
We review compensation annually for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our executives to achieve short- and long-term results that are in the best interests of our stockholders and benchmarking data from our peer group companies. We do not target a specific mix of compensation among base salary, bonus or equity incentives.
| CEO STI target (% of salary) | 50% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Aon |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2025 | — | 56,434,219 | — | — | — | — |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2025 | — | —a |
a. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Sunil AgarwalIndependent · Science and Technology | $34,973 | $0 | $221,309 | — | $0 | $256,282 |
| Kenneth BateIndependent · Board Chair · Audit · Nominating/Governance (Chair) | 90,500 | 0 | 86,980 | — | 0 | 177,480 |
| Gregg LapointeIndependent · Audit (Chair) | 60,000 | 0 | 86,980 | — | 0 | 146,980 |
| Jonathan ViolinIndependent · Science and Technology (Chair) | 55,000 | 0 | 86,980 | — | 0 | 141,980 |
| Michael KishbauchIndependent · Compensation (Chair) · Nominating/Governance | 54,000 | 0 | 86,980 | — | 0 | 140,980 |
| Joanne BeckIndependent · Compensation · Science and Technology | 52,500 | 0 | 86,980 | — | 0 | 139,480 |
| Fred CalloriIndependent · Compensation · Nominating/Governance | 49,000 | 0 | 86,980 | — | 0 | 135,980 |
| Hugh ColeIndependent · Audit · Compensation | 48,750 | 0 | 86,980 | — | 0 | 135,730 |
| Jill C. MilneEmployee director | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $40,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 10,000 / 8,000 |
| Stock ownership guideline | — |
| Component | FY2024 |
|---|---|
| Cash retainers and fees | $444,723 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $0 |
| Total cost of the board | $444,723 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Astria Therapeutics names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Astria Therapeutics.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Viridian Therapeutics, Inc. | 2025 | Stephen Mahoney | $700,000 | $1,058,098 | $4,381,713 | $630,000 | $6,776,249 |
| 2 | Astria Therapeutics | 2024 | Jill Milne | 637,868 | 0 | 5,637,078 | 318,934 | 6,604,416 |
| 3 | Savara, Inc. | 2025 | Matthew Pauls | 660,000 | 3,870,000 | 0 | 297,000 | 4,845,000 |
| 4 | Larimar Therapeutics, Inc. | 2025 | Carole Ben-Maimon | 650,000 | 660,860 | 1,889,160 | 0 | 3,526,423 |
| 5 | Inozyme Pharma, Inc. | 2024 | Douglas Treco | 541,667 | 0 | 1,933,375 | 0 | 2,485,392 |
| 6 | Foghorn Therapeutics, Inc. | 2025 | Adrian Gottschalk | 638,000 | 0 | 1,334,037 | 385,990 | 2,361,027 |
| — | Edgewise Therapeutics, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Rallybio | — | — | — | — | — | — | not in coverage universe |
| — | Third Harmonic Bio | — | — | — | — | — | — | not in coverage universe |
| — | Ocugen, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Adicet Bio, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Werewolf Therapeutics, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Vigil Neuroscience, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Annexon Biosciences | — | — | — | — | — | — | not in coverage universe |
| — | Cue Biopharma, Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Astria Therapeutics | not disclosed | Options 100 | not disclosed | Aon |
| Adicet Bio, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Annexon Biosciences | not disclosed | not disclosed | not disclosed | not disclosed |
| Cue Biopharma, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Edgewise Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Foghorn Therapeutics, Inc. | not disclosed | Options 100 | not disclosed | Pay Governance, LLC |
| Inozyme Pharma, Inc. | not disclosed | not disclosed | not disclosed | Alpine Rewards |
| Larimar Therapeutics, Inc. | 86% | Options 75 · RSU 25 | No | Aon |
| Ocugen, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Rallybio | not disclosed | not disclosed | not disclosed | not disclosed |
| Savara, Inc. | 90% | RSU 100 | not disclosed | Aon |
| Third Harmonic Bio | not disclosed | not disclosed | not disclosed | not disclosed |
| Vigil Neuroscience, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Viridian Therapeutics, Inc. | 150% | Options 75 · RSU 25 | not disclosed | Compensia |
| Werewolf Therapeutics, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Jill Milne | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Summary Compensation Table”. As printed: 6,604,416. Filing ↗machine: r1 · c35 · span 327451–327460 |
| 2 | Section 01, Christopher Morabito | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Summary Compensation Table”. As printed: 2,480,716. Filing ↗machine: r3 · c35 · span 334778–334787 |
| 3 | Section 01, Benjamin Harshbarger | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Summary Compensation Table”. As printed: 2,447,933. Filing ↗machine: r5 · c35 · span 342095–342104 |
| 4 | Section 08, Sunil Agarwal | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Director Compensation”. As printed: 256,282. Filing ↗machine: t7 · r1 · c23 · span 240649–240656 |
| 5 | Section 08, Kenneth Bate | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Director Compensation”. As printed: 177,480. Filing ↗machine: t7 · r2 · c23 · span 243228–243235 |
| 6 | Section 08, Gregg Lapointe | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Director Compensation”. As printed: 146,980. Filing ↗machine: t7 · r7 · c23 · span 256201–256208 |
| 7 | Section 08, Jonathan Violin | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Director Compensation”. As printed: 141,980. Filing ↗machine: t7 · r8 · c23 · span 258783–258790 |
| 8 | Section 08, Michael Kishbauch | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Director Compensation”. As printed: 140,980. Filing ↗machine: t7 · r6 · c23 · span 253595–253602 |
| 9 | Section 08, Joanne Beck | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Director Compensation”. As printed: 139,480. Filing ↗machine: t7 · r3 · c23 · span 245831–245838 |
| 10 | Section 08, Fred Callori | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Director Compensation”. As printed: 135,980. Filing ↗machine: t7 · r4 · c23 · span 248410–248417 |
| 11 | Section 08, Hugh Cole | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Director Compensation”. As printed: 135,730. Filing ↗machine: t7 · r5 · c23 · span 251011–251018 |
| 12 | Section 08, Jill C. Milne | DEF 14A | 2025-04-28 | 0001104659-25-040180 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 13 | Section 06, 2025 vote | Form 8-K | 2025-04-28 | 0001104659-25-040180 | Item 5.07 · say-on-pay result. As reported: —. Filing ↗ |
| 14 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 15 | Section 09b board cost (computed) | Computed | — | computed | Cash 444,723 + equity 0 + all other 0 = 444,723, summed across the director compensation table rows.machine: formula: Σ = 444,723 |
| 16 | Viridian Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-17 | 0001193125-26-160344 | CEO total compensation as printed in Viridian Therapeutics, Inc.'s own proxy. As printed: 6,776,249. Filing ↗machine: r2 · c35 · span 371769–371778 |
| 17 | Astria Therapeutics (subject), Section 10b CEO total | DEF 14A | 2025-04-28 | 0001104659-25-040180 | CEO total compensation as printed in Astria Therapeutics's own proxy. As printed: 6,604,416. Filing ↗machine: r1 · c35 · span 327451–327460 |
| 18 | Savara, Inc., Section 10b CEO total | DEF 14A | 2026-04-24 | 0001193125-26-177353 | CEO total compensation as printed in Savara, Inc.'s own proxy. As printed: 4,845,000. Filing ↗machine: r2 · c30 · span 340387–340396 |
| 19 | Larimar Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-20 | 0001193125-26-163942 | CEO total compensation as printed in Larimar Therapeutics, Inc.'s own proxy. As printed: 3,526,423. Filing ↗machine: t90 · r3 · c39 · span 812416–812425 |
| 20 | Inozyme Pharma, Inc., Section 10b CEO total | DEF 14A | 2025-04-29 | 0000950170-25-060198 | CEO total compensation as printed in Inozyme Pharma, Inc.'s own proxy. As printed: 2,485,392. Filing ↗machine: span 345346–345355 |
| 21 | Foghorn Therapeutics, Inc., Section 10b CEO total | DEF 14A | 2026-04-30 | 0001193125-26-193928 | CEO total compensation as printed in Foghorn Therapeutics, Inc.'s own proxy. As printed: 2,361,027. Filing ↗machine: r2 · c34 · span 245360–245369 |
| 22 | Section 10a, Viridian Therapeutics, Inc. reciprocity | DEF 14A | — | 0001193125-26-160344 | Viridian Therapeutics, Inc.'s most recent proxy was read; its disclosed peer group does not include Astria Therapeutics. Filing ↗ |
| 23 | Section 10a, Savara, Inc. reciprocity | DEF 14A | — | 0001193125-26-177353 | Savara, Inc. names Astria Therapeutics in its own disclosed peer group (read from its most recent proxy). Filing ↗ |