Axsome Therapeutics Inc (AXSM) 2026 Annual Meeting

Proposal Three asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the Compensation Discussion and Analysis and compensation tables. Management seeks this approval as part of good governance under Dodd-Frank and SEC rules and to obtain stockholder feedback on executive pay design; the board has adopted an annual say-on-pay vote and recommends a vote FOR. The company’s disclosed program emphasizes pay-for-performance with a mix of base salary, at-risk annual cash incentives (with target and maximum payout levels, and a 150% payout for 2025 based on achieved corporate goals), and long-term equity incentives comprising RSUs, stock options and performance stock units (PSUs) tied to multi-year revenue and clinical/regulatory milestones. The Compensation Committee engaged an independent consultant and used a peer group benchmarking process; it also described robust governance features such as clawback policies, prohibitions on hedging and double-trigger change-in-control provisions for equity. Recent context includes strong prior say-on-pay support (~98% in 2025), significant 2025 corporate achievements (commercial growth of Auvelity, commercial launch of Symbravo, clinical/ regulatory progress) that the committee cites in justifying 150% payouts, and a shift in 2026 equity mix to RSUs and PSUs to align with peer practices. The vote is advisory and non-binding: a FOR vote signals endorsement and can influence future compensation decisions, while a AGAINST or withheld vote would signal stockholder concern but would not automatically change pay arrangements. Analysts evaluating the proposal should weigh the company’s clear alignment mechanisms (performance-based PSUs, multi-year vesting, recoupment policies) against the substantial realized and potential pay outcomes for executives, especially given large equity-based gains realized by certain executives in recent years. The board’s recommendation reflects confidence in the design and in the Compensation Committee’s process, but investors should consider pay quantum, realized pay volatility driven by equity grants/exercises, and the non-binding nature of the vote when forming a governance assessment.