Business Context and Reporting Period
This Form 8-K Current Report was filed by Alto Neuroscience, Inc. (ANRO) on May 27, 2026. The filing reports the appointment of Andrew Miller, Ph.D., to the Company's Board of Directors, effective March 16, 2026, to fill a vacancy created by the Board's expansion from six to seven members.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and director compensation arrangements.
Material Changes
- Board Composition: The Board size increased to seven directors. Andrew Miller, Ph.D., was appointed as a Class III director with a term expiring at the 2027 Annual Meeting.
- Committee Assignments: Dr. Miller was appointed to the Nominating and Corporate Governance Committee (NCGC), replacing Christopher Nixon Cox.
- Independence: The Board determined Dr. Miller is "independent" under NYSE and SEC rules.
Guidance, Outlook, and Compensation
The filing details the compensatory arrangements for Dr. Miller under the Non-Employee Director Compensation Policy:
- Initial Option Grant: An option to purchase the lesser of 48,200 shares or a number of shares with a Black-Scholes value not exceeding $400,000. Vesting occurs in equal monthly installments over three years.
- Annual Option Grant: Future annual grants of the lesser of 24,100 shares or a Black-Scholes value not exceeding $200,000, vesting on the earlier of the first anniversary or the next annual stockholder meeting.
- Cash Retainer: $40,000 annual cash retainer for Board service plus $5,000 for NCGC service, paid quarterly in arrears.
- Indemnification: Dr. Miller entered into the Company's standard indemnification agreement.
The filing contains no financial guidance, outlook, or discussion of risks and contingencies beyond standard governance disclosures.
Key Facts for Investor Verification
- Verify Dr. Miller's prior role as President of R&D at Karuna Therapeutics prior to its acquisition by Bristol Myers Squibb.
- Confirm the total number of outstanding shares and current stock price to assess the dilution impact of the initial 48,200 share option grant.
- Review the updated Board committee structure to ensure proper oversight following the NCGC personnel change.
- Note that the Company remains an emerging growth company as indicated in the filing.