Alto Neuroscience, Inc. 8-K

What Happened
Alto Neuroscience announced the unanimous appointment of Andrew Miller, Ph.D. to its Board of Directors effective May 27, 2026. The Board had been increased from six to seven directors effective March 16, 2026; Dr. Miller fills that vacancy as a Class III director with a term expiring at the Company’s 2027 Annual Meeting. The Board also named him to the Nominating and Corporate Governance Committee (NCGC), replacing Christopher Nixon Cox, and determined he is “independent” under NYSE and SEC rules.

Key Details

• Appointment date: May 27, 2026; Board size increase effective March 16, 2026.
• Term: Class III director, term expires at 2027 Annual Meeting of Stockholders.
• Background: Founder and former senior executive at Karuna Therapeutics (roles include President of R&D, COO, and CEO); on Kyverna Therapeutics’ board since Feb 2026; Ph.D. in Chemical Engineering (MIT).
• Compensation: Initial stock option = lesser of 48,200 shares or Black‑Scholes value ≤ $400,000 (vests monthly over 3 years). Annual option = lesser of 24,100 shares or value ≤ $200,000 (vests by the earlier of one year or next annual meeting). Cash retainer = $40,000/year for board service + $5,000/year for NCGC service, prorated and payable quarterly; options elective in lieu of cash.
• Governance: Executed standard indemnification agreement requiring the Company to indemnify him to the fullest extent permitted by Delaware law.

Why It Matters
This adds an experienced biotech executive to Alto’s board with direct drug development and company leadership experience (notably at Karuna). For investors, the appointment strengthens board expertise in R&D and strategy and signals continued emphasis on clinical and commercial development capabilities. The disclosed option grants and cash retainers outline potential dilution and ongoing non-employee director costs that shareholders may consider when evaluating governance and compensation.