DEF 14A of Neumora Therapeutics, Inc., Apr 29, 2025

DEF 14A of Neumora Therapeutics, Inc.

Filed Apr 29, 2025 · FY20240000950170-25-060084

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board is divided into three classes. Each class has a staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified or until his or her earlier death, resignation, disqualification or removal. The Board currently consists of six seated directors, divided into the three following classes: • Class I director: Kristina Burow, whose current term will expire at the annual meeting of stockholders to be held in 2027; • Class II directors: Alaa Halawa and Maykin Ho, Ph.D., whose current terms will expire at the Annual Meeting; and • Class III directors: Paul L. Berns, Matthew Fust and David Piacquad whose current terms will expire at the annual meeting of stockholders to be held in 2026. At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders. Mr. Halawa and Dr. Ho have been nominated to serve as Class II directors and have elected to stand for reelection. If elected, each of Mr. Halawa and Dr. Ho will hold office from the date of his or her election by the stockholders until the third subsequent annual meeting of stockholders in 2028 or until their successor is elected and has been qualified, or until their earlier death, resignation, disqualification or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the two nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Mr. Halawa and Dr. Ho have agreed to serve if elected, and management has no reason to believe that either Mr. Halawa or Dr. Ho will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting.

  2. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES The following table sets forth, for the Class II nominees who are currently standing for re-election, and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of April 10, 2025, and position/office held within the Company:

  3. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES

    | Name | Age | Position/Office Held With the Company | Director Since | | Class I Director whose term expires at the 2027 Annual Meeting of Stockholders | | | | | Kristina Burow(2)(3) | 50 | Director | 2020 | | Class II Directors whose terms expire at the Annual Meeting of Stockholders | | | | | Alaa Halawa(2)(3) | 41 | Director | 2022 | | Maykin Ho, Ph.D.(1)(3) | 72 | Director | 2021 | | Class III Directors whose terms expire at the 2026 Annual Meeting of Stockholders | | | | | Paul L. Berns | 58 | Chairman and Chief Executive Officer | 2020 | | Matthew Fust(1)(2) | 60 | Director | 2020 | | David Piacquad(1) | 68 | Director | 2023 |

  4. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NAMED NOMINEES

    (1) Member of the Audit Committee. (2) Member of the Compensation Committee. (3) Member of the Nominating and Corporate Governance Committee. Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

  5. Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2028 Annual Meeting of Stockholders Maykin Ho, Ph.D. has served as a member of our Board since April 2021. Dr. Ho has more than 30 years of experience in the healthcare and finance industries, and has served as a venture partner of Qiming Venture Partners, a venture capital firm, since 2015, and as a member of the Biotech Advisory Panel of the Stock Exchange of Hong Kong. Dr. Ho is a retired partner of the Goldman Sachs Group, a public financial services company, where she served in several roles from 1992 to 2015, including as senior biotechnology analyst, co-head of healthcare for global investment research and advisory director for healthcare investment banking. Prior to Goldman Sachs, she held various managerial positions in licensing, strategic planning, marketing and research at DuPont-Merck Pharmaceuticals and DuPont de Nemours & Company, a public chemical company, from 1982 to 1992. Dr. Ho is a member of the board of directors for various public biopharmaceutical companies, including Agios Pharmaceuticals since 2015, BioMarin Pharmaceutical since February 2021, and FibroGen since December 2018. She has also served on the board of directors for Parexel International, a private biopharmaceutical services company, from 2015 to 2017 and from March 2018 to present, as well as for two non-profit medical research organizations, the Aaron Diamond AIDS Research Center since 2005 and the Institute for Protein Innovation since 2016. Dr. Ho previously served on the board of directors for GRAIL, a private biotechnology company, from May 2019 to August 2021, when it was acquired. Dr. Ho holds a B.S. in Medical Technology and a Ph.D. in Microbiology and Immunology from the State University of New York, Downstate Medical Center. She was a postdoctoral fellow at Harvard Medical School and a graduate of the Advanced Management Program at The Fuqua School of Business at Duke University. We believe Dr. Ho is qualified to serve on our Board due to her extensive experience in healthcare investment research and banking. Alaa Halawa has served as a member of our Board since September 2022. Mr. Halawa has served as executive director of Mubadala Capital, a venture capital firm, since March 2017. From February 2015 to March 2017, Mr. Halawa served as director at Synaptics, a public semiconductor company. Prior to that, Mr. Hawala served as director at GlobalFoundries, a public semiconductor company, from January 2014 to February 2015. Mr. Halawa currently serves on the boards of directors of several private life sciences and healthcare companies, including Alloy Therapeutics since September 2022, Innovaccer since December 2021, Xilis since July 2021 and Pretzel Therapeutics since April 2021. Mr. Halawa holds a B.A. in Electrical Engineering from University of Jordan and an M.B.A. from Cornell University. We believe Mr. Halawa is qualified to serve on our Board because of his experience as a venture capitalist and serving on boards of emerging companies that are at the intersection of life sciences and technology.

  6. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Paul L. Berns is the co-founder of Neumora Therapeutics, and has served as our Chief Executive Officer and Chairman of the Board since February 2025, prior to which he served as our Executive Chairman from July 2023 to February 2025, Chief Executive Officer from November 2019 to July 2023 and as Chairman of the Board from January 2020 to July 2023. Mr. Berns is currently a managing director of ARCH Venture Partners where he joined as a Venture Partner in August 2018. Previously, Mr. Berns served as President, Chief Executive Officer and Chairman of the board of directors at Anacor Pharmaceuticals, a biopharmaceutical company, which was acquired by Pfizer in 2016. Mr. Berns also served as President and Chief Executive Officer of Allos Therapeutics, a biopharmaceutical company, when it was acquired by Spectrum Pharmaceuticals and was President and Chief Executive Officer of Bone Care International, a specialty pharmaceutical company, when it was acquired by Genzyme Corporation. Additionally, Mr. Berns was Vice President and General Manager of the Immunology, Oncology and Pain Therapeutics business unit of Abbott Laboratories, and he served as Vice President, Marketing of BASF Pharmaceuticals/Knoll when it was acquired by Abbott Laboratories in 2001. Earlier in his career, Mr. Berns held various positions, including senior management roles, at Bristol Myers Squibb. Mr. Berns is a board member of the publicly held companies Metsera, Inc., where he is also a co-founder, and UNITY Biotechnology, as well as various private companies. Mr. Berns previously served on the boards of EQRX, Jazz Pharmaceuticals, PLC, MC2 Therapeutics, Menlo Therapeutics, Anacor Pharmaceuticals, XenoPort, Allos Therapeutics and Bone Care International. Mr. Berns holds a B.S. in Economics from the University of Wisconsin. We believe Mr. Berns is qualified to serve on our Board because of his extensive management and leadership experience with biopharmaceutical and life sciences companies. Matthew Fust has served as a member of our Board since December 2020. Mr. Fust is an advisor to life science companies and previously served as Chief Financial Officer of Onyx Pharmaceuticals, a public biopharmaceutical company, from 2009 until it was acquired by Amgen in October 2013. From October 2013 to January 2014 Mr. Fust served as Executive Vice President, Finance after Onyx Pharmaceuticals was acquired by Amgen. Prior to that, Mr. Fust held the position of Chief Financial Officer of Jazz Pharmaceuticals, a public biopharmaceutical company, from 2003 to 2008, and Chief Financial Officer of Perlegen Sciences, a private biopharmaceutical company, from 2002 to 2003. Mr. Fust previously served as Senior Vice President and Chief Financial Officer of ALZA Corporation, a public pharmaceutical company, from 1996 to 2002. Mr. Fust has served on the boards of directors of various public and private biotechnology and biopharmaceutical companies including Ultragenyx Pharmaceutical since 2014; Atara Biotherapeutics since 2014; and Crinetics Pharmaceuticals since February 2018. Mr. Fust previously served on the boards of public biotechnology and biopharmaceutical companies Dermira, from 2014 to February 2020 and MacroGenics, from 2014 to May 2020, and the private biopharmaceutical company BlackThorn from August 2017 until June 2020. Mr. Fust currently serves as an advisor to several public and private biotechnology companies. Mr. Fust holds a B.A. from the University of Minnesota and an M.B.A. from Stanford University Graduate School of Business. We believe Mr. Fust is qualified to serve on our Board because of his deep experience running and serving on the boards of biopharmaceutical companies. David Piacquad has served as a member of our Board since September 2023. From March 2014 through January 2022, Mr. Piacquad served as Senior Vice President, Business Development of Amgen where he was responsible for corporate strategy and business development, including external research and development, mergers & acquisitions, Amgen ventures and alliance management. Prior to that Mr. Piacquad served as Vice President, Strategy and Corporate Development at Amgen from 2010 to 2014. Prior to joining Amgen, Mr. Piacquad served as Senior Vice President, Business Development & Licensing at Schering-Plough Corporation, a pharmaceutical company, from 2006 to 2009. Prior to joining Schering-Plough, Mr. Piacquad served for approximately 20 years at Johnson & Johnson, a pharmaceutical and medical technologies company, in increasing roles of responsibility across its business segments. Mr. Piacquad is currently an advisor to life science companies and serves as a director to various private biotechnology companies. Mr. Piacquad holds a B.A. from Colgate University and an M.B.A from the Wharton School at the University of Pennsylvania. Mr. Piacquad was originally elected to the Board as the designee of Amgen. We believe Mr. Piacquad is qualified to serve on our Board because of his extensive experience in executive strategic and business development roles within the biotechnology industry and serving on the boards of biotechnology companies.

  7. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth information concerning the compensation earned by our non-employee directors during the year ended December 31, 2024.

  8. 2024 Director Compensation Table

    2024 Director Compensation Table

  9. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Kristina Burow | 75,000 | 199,995 | 218,260 | 493,255 | | Matthew Fust | 72,500 | 199,995 | 218,260 | 490,755 | | Alaa Halawa | 62,500 | 199,995 | 218,260 | 480,755 | | Maykin Ho, Ph.D. | 60,000 | 199,995 | 218,260 | 478,255 | | David Piacquad | 48,750 | 199,995 | 218,260 | 467,005 |

  10. 2024 Director Compensation Table

    (1) Amounts represent the aggregate grant date fair value of restricted stock units (“RSUs”) and options and granted during 2024, as computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 1 and Note 10 to our consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2024. As of December 31, 2024, each non-employee director held options to purchase the following number of shares of our common stock: Dr. Burow, 75,026; Mr. Fust, 141,959; Ms. Halawa, 75,026; Dr. Ho, 151,959; Mr. Piacquad, 75,026. As of December 31, 2024, each non-employee director held the following number of RSUs: Dr. Burow, 20,100; Mr. Fust, 20,100; Ms. Halawa, 20,100; Dr. Ho, 20,100; Mr. Piacquad, 20,100.

  11. Narrative to Director Compensation Table

    Narrative to Director Compensation Table Our non-employee directors are compensated under our Non-Employee Director Compensation Program (the “Director Compensation Program”). As amended in March 2024, the Director Compensation Program provided for our non-employee directors to receive cash compensation as follows: • Each non-employee director will receive an annual cash retainer in the amount of $45,000. • The lead independent director will receive additional cash compensation in the amount of $25,000 per year. • The chair and each member of the audit committee will receive additional cash compensation in the amount of $20,000 and $10,000 per year, respectively, for service on the audit committee. • The chair and each member of the Compensation Committee will receive additional cash compensation in the amount of $15,000 and $7,500 per year, respectively, for service on the Compensation Committee. • The chair and each member of the nominating and corporate governance committee will receive additional cash compensation in the amount of $10,000 and $5,000 per year, respectively, for service on the nominating and corporate governance committee. Each non-employee director may elect, on an annual basis, to convert all or a portion of such non-employee director’s annual retainer into a number of RSUs granted under the 2023 Plan, which will be fully vested on the date of grant, and settlement of the RSUs may be deferred at the election of the non-employee director. Under the Director Compensation Program as amended in March 2024, each non-employee director who is initially elected or appointed to serve on our Board on or after the effective date of the Director Compensation Program will be granted equity awards composed of a stock option and award of RSUs with an aggregate grant date fair value of $725,000 (the “Initial Grant”). The number of shares underlying the stock option is determined by dividing $362,500 by the per share grant date fair value of the option, rounded down, and the number of RSUs is determined by dividing $362,500 by the fair market value of our common stock on the date of grant, rounded down. The stock option has an exercise price per share equal to the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day) and vests as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. The RSUs vest in substantially equal installments on each of the first three anniversaries of the date of grant, subject to continued service through the applicable vesting date. In addition, each non-employee director who (i) has been serving on our Board for at least four months and (ii) will continue to serve as a non-employee director immediately following such annual meeting will automatically be granted equity awards composed of a stock option and award of RSUs with an aggregate grant date fair value of $400,000 (the “Annual Grant”). The number of shares underlying the stock option is determined by dividing $200,000 by the per share grant date fair value of the option, rounded down, and the number of RSUs is determined by dividing $200,000 by the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day), rounded down. The stock option has an exercise price per share equal to the closing trading price of a share of our common stock on the date of grant (or immediately preceding trading day if the date of grant is not a trading day)and each of the stock option and the RSUs vest in a single installment on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders after the date of grant, subject to continued service through the applicable vesting date. In March 2025, we amended the Director Compensation Program to provide for the Initial Grant to be composed of an option to purchase 160,000 shares of our common stock and for the Annual Grant to be composed of an option to purchase 80,000 shares of our common stock. The Initial Grant vests as to 1/36th of the underlying shares on a monthly basis over three years, subject to continued service through the applicable vesting date. The Annual Grant vests in a single installment on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders after the date of grant, subject to continued service through the applicable vesting date. Pursuant to the Director Compensation Program, upon a change in control transaction, all outstanding equity awards held by our non-employee directors will vest in full. Under the Director Compensation Program, we also reimburse each non-employee director for all reasonable business expenses incurred in the performance of such non-employee director’s duties.

  12. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table sets forth total compensation paid to our NEOs for the year ending on December 31, 2024.

  13. 2024 Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Paul L. Berns | 2024 | 470,000 | — | 3,094,488 | 4,818,975 | 253,800 | 11,130 | 8,648,393 | | Executive Chairman | 2023 | 537,500 | 16,125 | — | 6,922,080 | 1,082,737 | 11,826 | 8,570,268 | | Henry O. Gosebruch | 2024 | 700,000 | — | 1,445,600 | 2,251,200 | 378,000 | 11,130 | 4,785,930 | | President and Chief Executive Officer | 2023 | 337,500 | 2,520,250 | 3,739,983 | 14,929,223 | 465,750 | 6,563 | 21,999,269 | | Bill Aurora, Pharm.D. | 2024 | 496,787 | — | 1,761,825 | 2,743,650 | 188,779 | 10,885 | 5,201,926 | | Chief Strategy Officer | 2023 | 473,130 | — | — | 2,453,507 | 241,296 | 11,912 | 3,179,845 |

  14. 2024 Summary Compensation Table

    (1) In February 2025, Mr. Berns assumed the positions of Chairman and Chief Executive Officer, Mr. Gosebruch ceased serving as our President and Chief Executive Officer and Dr. Aurora was promoted to Chief Operating and Development Officer. (2) Amounts represent the aggregate grant date fair value of restricted stock awards and RSUs granted during the fiscal year, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 1 to our consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2024. (3) Amounts represent the aggregate grant date fair value of stock options and stock purchase rights granted during the fiscal year, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are described in Note 10 to our consolidated financial statements included in our Form 10-K for the fiscal year ended December 31, 2024. Amounts represent annual cash incentive bonuses earned by our NEOs based on the achievement of certain pre-established metrics under our 2024 Bonus Plan, as described in the section below titled “2024 Bonuses.” Amounts reported for 2024 are composed of 401(k) Plan matching contributions and electronics allowances as follows:

  15. 2024 Summary Compensation Table

    | Name | 401(k) Plan Matching Contributions | Electronics Allowance | Total | | Paul L. Berns | 10,350 | 780 | 11,130 | | Henry O. Gosebruch | 10,350 | 780 | 11,130 | | Bill Aurora, Pharm.D. | 10,105 | 780 | 10,885 |

  16. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table lists all outstanding equity awards held by our NEOs as of December 31, 2024.

  17. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | Name | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Paul L. Berns | 2/14/2024 | — | 342,500 | 18.0700 | 2/13/2034 | 171,250(3) | 1,815,250 | | | 7/3/2023 | 338,535 | 617,329 | 6.3555 | 6/27/2033 | — | — | | | 2/1/2022 | 352,076 | 144,973 | 4.6300 | 1/26/2032 | — | — | | | 11/1/2018 | 88,707 | — | 10.8300 | 9/7/2030 | — | — | | Henry O. Gosebruch | 2/14/2024 | — | 160,000 | 18.0700 | 2/13/2034 | 80,000(3) | 848,000 | | | 7/3/2023 | 722,208 | 1,316,969 | 6.3555 | 7/2/2033 | — | — | | | 7/12/2023 | — | — | — | — | 246,932(4) | 2,617,479 | | Bill Aurora | 2/14/2024 | — | 195,000 | 18.0700 | 2/13/2034 | 97,500(3) | 1,033,500 | | | 6/30/2023 | 38,233 | 63,725 | 6.3555 | 6/22/2033 | — | — | | | 2/1/2023 | 157,716 | 186,395 | 6.5124 | 1/18/2033 | — | — | | | 2/1/2022 | — | — | — | 1/26/2032 | 33,456(5) | 354,634 | | | 8/2/2021 | 178,428(6) | — | 4.2370 | 9/20/2031 | — | — |

  18. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Except as otherwise noted, each option award vests and becomes exercisable as to 25% of the underlying shares on the first anniversary of the vesting commencement date and as to 1/48th of the underlying shares on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to continued service to us. (2) Market value based on $10.60 per share, the closing trading price of our common stock as of December 31, 2024, the last trading day in 2024. (3) Constitutes RSUs, which vest as to 25% of the underlying shares annually from the vesting commencement date, subject to continued service to us. (4) Constitutes restricted shares of our common stock that remain subject to forfeiture in the event Mr. Gosebruch terminates services with us. The restricted shares vest in substantially equal monthly installments through the fourth anniversary of the vesting commencement date, subject to continued service to us. (5) Constitutes an early exercised stock options that remain subject to forfeiture in the event Mr. Aurora terminates services with us. The stock option vests as to 25% of the underlying shares on the first anniversary of the vesting commencement date and as to 1/48th of the underlying shares on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to continued service to us. (6) Constitutes an early exercisable stock option, with any unvested shares purchased upon exercise subject to repurchase by us at the lower of the original exercise price or fair market value in the event of a termination of services. The stock option vests as to 25% of the underlying shares on the first anniversary of the vesting commencement date and as to 1/48th of the underlying shares on each monthly anniversary of the vesting commencement date thereafter, in each case, subject to continued service to us.