Alto Neuroscience (ANRO) grants $6M retention to new president and CFO
Rhea-AI Filing Summary
Alto Neuroscience, Inc. (ANRO) announced a leadership change effective August 26, 2026. The Board promoted Nicholas C. Smith, previously Chief Financial Officer and Chief Business Officer, to President and Chief Financial Officer. Amit Etkin, M.D., Ph.D. remains Chief Executive Officer and continues to serve as the principal executive officer, while Mr. Smith is the principal financial officer.
Under a new Promotion and Retention Agreement, Mr. Smith is entitled to a cash Retention Payment totaling $6,000,000, with $3,000,000 payable within ten days of August 26, 2026 and $3,000,000 on the twelve-month anniversary of that date, subject to standard deductions and withholdings. If his employment ends for any reason, or for Cause by the company, before the two-year Retention Date, any unpaid portion is forfeited and any paid portion is subject to recoupment within 30 days, except when the company terminates him without Cause or his employment ends due to death or Disability, in which case any unpaid portion will be paid.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Total Retention Payment: $6,000,000
First Retention Installment: $3,000,000
Second Retention Installment: $3,000,000
+3 more
6 metrics
Total Retention Payment
$6,000,000
Cash Retention Payment under Promotion and Retention Agreement for Nicholas C. Smith
First Retention Installment
$3,000,000
Payable within ten days of the August 26, 2026 Effective Date
Second Retention Installment
$3,000,000
Payable on the twelve-month anniversary of the August 26, 2026 Effective Date
Retention Period
Two-year anniversary of August 26, 2026
Date used as the Retention Date for forfeiture and recoupment provisions
Repayment Deadline
30 days
Time for Nicholas C. Smith to repay prior retention amounts after employment ends before Retention Date (except certain terminations)
Effective Date
August 26, 2026
Date Mr. Smith’s promotion and Promotion and Retention Agreement became effective
Key Terms
Retention Payment, Cause, Disability, principal executive officer, +1 more
5 terms
Retention Payment financial
"the Company has agreed to pay Mr. Smith a cash retention payment (the “Retention Payment”)"
Cause regulatory
"terminated by the Company for Cause (as such term is defined in the Offer Letter)"
Disability regulatory
"terminates due to his death or Disability (as such term is defined in the Offer Letter)"
principal executive officer regulatory
"Dr. Etkin serves as the Company’s principal executive officer"
The principal executive officer is the highest-ranking manager who leads a company’s overall strategy, operations and public communication—often acting like the captain of a ship who sets direction and makes final calls. Investors watch this person because their decisions, credibility and ability to deliver results shape company performance, risk and market confidence, and changes in that role can directly affect stock value and corporate accountability.
principal financial officer regulatory
"Mr. Smith serves as the Company’s principal financial officer"
The principal financial officer is the senior executive who runs a company's financial operations: preparing and certifying financial reports, managing accounting controls, budgets and cash flow, and advising on financial strategy. Investors care about this role because its competence affects how trustworthy the company’s numbers are, how well it manages risk and capital needs, and the credibility of forecasts—like the chief navigator steering a firm's financial course.
FAQ
What executive leadership change did Alto Neuroscience (ANRO) announce on August 26, 2026?
Alto Neuroscience promoted Nicholas C. Smith to President and Chief Financial Officer effective August 26, 2026. Amit Etkin, M.D., Ph.D. remains Chief Executive Officer and continues as the company’s principal executive officer, while Mr. Smith serves as principal financial officer.
How much is the retention payment for Alto Neuroscience (ANRO) President and CFO Nicholas C. Smith?
Under his Promotion and Retention Agreement, Nicholas C. Smith is entitled to a total Retention Payment of $6,000,000, payable in two equal installments of $3,000,000 each, subject to standard deductions and withholdings.
When will Alto Neuroscience (ANRO) pay the retention installments to Nicholas C. Smith?
Alto Neuroscience will pay Nicholas C. Smith $3,000,000 within ten days of August 26, 2026 and another $3,000,000 on the twelve-month anniversary of that Effective Date, subject to standard deductions and withholdings.
What happens to the retention payment if Nicholas C. Smith leaves Alto Neuroscience (ANRO) before the Retention Date?
If Nicholas C. Smith’s employment ends for any reason, including resignation or termination for Cause, before the two-year Retention Date, he forfeits any unpaid portion and must repay any previously paid retention amounts within 30 days of his last day of employment.
Under what circumstances will Alto Neuroscience (ANRO) still pay unpaid retention amounts to Nicholas C. Smith?
If, before the Retention Date, Alto Neuroscience terminates Nicholas C. Smith’s employment without Cause, or his employment ends due to his death or Disability, the company will pay him any unpaid portion of the Retention Payment upon such termination.
AI-generated analysis. How Rhea-AI works. Not financial advice.
