Not independent
Tenure on this board
6.4 yrs
3 nominees · 4 ballot items.
Election of three Class III directors; ratification of Ernst & Young LLP as independent auditor; advisory (non-binding) approval of named executive officers’ compensation (“say on pay”); advisory (non-binding) selection of frequency for future say-on-pay votes (one, two, or three years).
Elect three Class III directors (Paul L. Berns, Matthew Fust, and David Piacquad) to hold office until the 2029 annual meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Neumora’s independent registered public accounting firm and independent auditor for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (the “say-on-pay” vote).
This management proposal asks stockholders to cast a non-binding advisory vote to approve the Company’s disclosed compensation of its named executive officers (NEOs). Management and the Compensation Committee are seeking this approval to obtain stockholder feedback on the design and outcomes of the executive pay program and to demonstrate alignment between pay and performance; although advisory, the Board indicates it values the outcome and will consider it in future compensation decisions. The Proxy Statement frames the program as emphasizing pay-for-performance and aligning management’s interests with stockholders to support long-term value creation, citing the Compensation Committee’s review of compensation tables and narrative disclosure. The proposal arises in the context of significant equity awards and incentive structures disclosed in the filing (large option grants in February 2025 and adjustments/repricing actions in 2025), and the Company’s recent leadership changes and bonus determinations (including discretionary adjustments to 2025 bonuses). Because the vote is advisory, its passage would not change contractual rights but would affirm stockholder support for current compensation philosophy and practices, whereas a negative vote would likely trigger further engagement and potential revisions by the Compensation Committee. The Board’s recommendation for a FOR vote is grounded in the Committee’s view that pay practices align executives’ incentives with Company performance, including usage of performance-based cash bonuses and long-term equity grants with multi-year vesting. Key governance context includes that Neumora is a smaller reporting company (which can affect disclosure requirements) and that the Compensation Committee retained an independent compensation consultant, Alpine Rewards, to advise on program design. Given the size and structure of recent equity awards and repricing actions, sophisticated investors should weigh actual pay realized versus disclosed grant values and the Company’s recent operating and net-loss profile when evaluating alignment. Although non-binding, the vote serves as an important signal to the Board regarding stockholder tolerance for the Company’s pay practices and could influence future executive compensation decisions and disclosures.
Non-binding, advisory vote to indicate whether future advisory votes on named executive officer compensation should be held every one, two, or three years (Board recommends one year).
This proposal asks stockholders to cast a non-binding ballot choosing one of three options — one year, two years or three years — to indicate the frequency with which the Company should hold future advisory (say-on-pay) votes on named executive officer compensation. Management seeks this advisory preference to understand stockholder sentiment on cadence rather than to implement a binding change; the Board explicitly recommends annual votes, arguing that annual votes give stockholders the most regular and timely ability to express views on compensation. The advisory nature means the Board may consider but is not bound by the outcome; nonetheless, a clear stockholder preference could influence governance practices and the Compensation Committee’s engagement strategy. Contextually, frequent (annual) votes enable more rapid feedback loops between investors and pay-setting bodies, which can be important given Neumora’s recent executive restructurings, sizable equity grants and repricing activity in 2025 and the company’s ongoing development-stage risk profile. Conversely, less frequent (biennial/triennial) votes reduce administrative burden and may better capture long-term performance alignment, a trade-off that larger institutional investors often weigh strategically. The Board’s recommendation of annual frequency signals an intent to maintain close engagement with stockholders on pay matters; however, given the non-binding nature, investors should evaluate whether the company’s remediation and disclosure processes are sufficient to respond to any votes against say-on-pay. For a sophisticated analyst, the key considerations are the Company’s recent pay-for-performance signaling, the size and timing of equity grants and repricing, and whether annual feedback would materially improve governance oversight or simply increase noise. Finally, because the vote is advisory, the outcome primarily guides engagement and transparency rather than modifying contractual or charter provisions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Siren, L.L.C. | 4.59% | 8,497,822 | $17M |
| 2 | SOFTBANK GROUP CORP. | 3.29% | 6,090,301 | $12M |
| 3 | PERCEPTIVE ADVISORS LLC | 2.75% | 5,104,097 | $10M |
| 4 | MIC Capital Management UK LLP | 2.41% | 4,460,700 | $9M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 2.10% | 3,891,893 | $8M |
| 6 | FMR LLC | 1.88% | 3,487,100 | $7M |
| 7 | WELLCOME TRUST LTD (THE) as trustee of the WELLCOME TRUST | 1.79% | 3,309,123 | $6M |
| 8 | MILLENNIUM MANAGEMENT LLC | 1.49% | 2,754,854 | $5M |
| 9 | ICONIQ Capital, LLC | 1.38% | 2,559,090 | $5M |
| 10 | Lunate Capital Ltd | 1.15% | 2,124,143 | $4M |
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