Biotech leader Andrew Miller joins Alto Neuroscience (ANRO) board and governance committee
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Alto Neuroscience, Inc. appointed Andrew Miller, Ph.D. to its Board of Directors as a Class III director, filling a seventh board seat for a term ending at the 2027 annual stockholder meeting. He was also named to the Nominating and Corporate Governance Committee and deemed independent under NYSE and SEC rules.
As a non-employee director, Dr. Miller will receive an initial stock option for up to 48,200 shares or options valued at up to $400,000 by Black‑Scholes, plus ongoing annual option grants and cash retainers for board and committee service under the company’s Non-Employee Director Compensation Policy.
Positive
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Negative
- None.
8-K Event Classification
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
1 item
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Key Figures
Initial option grant cap: 48,200 shares
Initial option value cap: $400,000
Annual option grant cap: 24,100 shares
+5 more
8 metrics
Initial option grant cap
48,200 shares
Maximum shares under initial non-employee director stock option
Initial option value cap
$400,000
Maximum aggregate Black-Scholes Value for initial option
Annual option grant cap
24,100 shares
Maximum shares under each annual director option grant
Annual option value cap
$200,000
Maximum aggregate Black-Scholes Value for each annual option
Board cash retainer
$40,000 per year
Annual cash retainer for board service
Committee cash retainer
$5,000 per year
Annual cash retainer for Nominating and Corporate Governance Committee
Board size
7 directors
Board size after increase effective March 16, 2026
Director age
44 years
Age of Andrew Miller, Ph.D.
Key Terms
Non-Employee Director Compensation Policy, Black-Scholes Value, indemnification agreement, emerging growth company, +1 more
5 terms
Non-Employee Director Compensation Policy financial
"As a non-employee director of the Company, Dr. Miller is eligible to participate in the Company’s Non-Employee Director Compensation Policy"
Black-Scholes Value financial
"the largest whole number of shares of Common Stock that results in such option having an aggregate Black-Scholes Value not exceeding $400,000"
indemnification agreement regulatory
"the Company and Dr. Miller entered into the Company’s standard form of indemnification agreement"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
emerging growth company regulatory
"Emerging growth company x"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Class III director regulatory
"Dr. Miller was appointed as a Class III director for a term expiring at the Company’s 2027 Annual Meeting of Stockholders."
A Class III director is a board member placed in one of the numbered groups used by companies with a staggered (or “classified”) board; that director’s seat typically comes up for election in the third year of a three-year rotation. For investors this matters because staggered terms create continuity but also make it harder to replace the whole board quickly, affecting shareholder influence, takeover dynamics and how fast new strategy or accountability can be implemented — like replacing only some players on a sports team each season instead of the whole roster at once.
FAQ
What did Alto Neuroscience (ANRO) announce about its board of directors?
Alto Neuroscience appointed Andrew Miller, Ph.D. as a Class III director, expanding its board to seven members. His term runs until the 2027 annual stockholder meeting, and he will also serve on the Nominating and Corporate Governance Committee.
Who is Andrew Miller, Ph.D., newly appointed to Alto Neuroscience (ANRO)’s board?
Andrew Miller, Ph.D. founded Karuna Therapeutics and held senior roles there, including President of Research and Development and Chief Operating Officer. He also serves on Kyverna Therapeutics’ board and several private biotech boards, bringing extensive biotechnology and drug development experience.
How will Alto Neuroscience (ANRO) compensate Andrew Miller as a director?
Under its Non-Employee Director Compensation Policy, Alto Neuroscience will grant Dr. Miller an initial stock option for up to 48,200 shares or options valued up to $400,000, plus cash retainers and future annual option grants for ongoing board and committee service.
What annual cash retainers will Andrew Miller receive from Alto Neuroscience (ANRO)?
Dr. Miller will receive a $40,000 annual cash retainer for board service and a $5,000 annual cash retainer for serving on the Nominating and Corporate Governance Committee. These amounts are paid quarterly in arrears and prorated for partial service periods.
Is Andrew Miller considered independent on Alto Neuroscience (ANRO)’s board?
Yes. The board determined that Andrew Miller is independent under New York Stock Exchange rules and current SEC regulations. This means he meets specified standards for director independence, which helps support objective oversight of Alto Neuroscience’s management and governance.
What equity awards will Andrew Miller receive in future years from Alto Neuroscience (ANRO)?
On each annual stockholder meeting date, Dr. Miller will receive an option to buy up to 24,100 shares or options valued up to $200,000. Each annual option vests by the first anniversary of grant or the next annual meeting, subject to continued service.