Jane Ryan

About Jane Ryan

Jane Ryan, Ph.D. (age 66), has served on NEUP’s board since October 2020. She is independent under Nasdaq rules, sits on the Audit & Risk Management Committee, and serves as Chair of the Nomination and Compensation Committee. Dr. Ryan holds a B.Sc. from the Australian National University, a Ph.D. from Macquarie University, and completed a postdoctoral fellowship at Columbia University; her background spans executive and advisory roles in biopharma product development, capital raising, and M&A, including leading negotiations for a $231 million U.S. government contract at Biota prior to 2014 .

Past Roles

External Roles

Board Governance

• Board class/term: Class III director; current Class III term runs to fiscal year 2027 .
• Independence: Board determined Dr. Ryan is independent; only David Wilson and the CEO are non-independent .
• Committees: Audit & Risk Management Committee member; Nomination and Compensation Committee Chair .
• Financial expertise: All Audit Committee members are financially literate; audit committee financial expert is Alan Fisher (Chair) .
• Board leadership: Non-Executive Chair is Alan Fisher .
• Attendance: Board/committee attendance rates not disclosed in the proxy .

Fixed Compensation (Director)

Performance Compensation (Director)

Performance metrics framework (context for committee oversight):

• CEO target bonus opportunity: 50% of base salary under employment agreement .
• 2025 CEO bonus payout: $226,875, equal to 75% of target, based on Compensation Committee’s discretionary assessment of individual and company performance .
• Compensation consultant: Pearl Meyer engaged as independent advisor; the committee determined no conflicts of interest .

Other Directorships & Interlocks

Expertise & Qualifications

• Scientific and product development leadership in CNS and vaccines with significant partnering/funding outcomes (e.g., $231M U.S. government contract at Biota) .
• Capital markets/M&A advisory experience since 2014; governance credentials via AICD membership .
• Financial literacy (Audit & Risk Committee member); audit committee financial expert role held by the Chair (Alan Fisher) .

Equity Ownership

Policies impacting alignment and risk:

• Hedging/pledging: Prohibited for directors and employees; no margin or pledging allowed .
• Clawback: Nasdaq-compliant clawback policy adopted; applies to executive officers (incentive-based comp) .

Insider Trades

Governance Assessment

• Strengths

  • Independent director with deep biopharma development and transaction expertise; chairs compensation, sits on audit—supports board effectiveness in pay design and risk oversight .
  • Use of an independent compensation consultant (Pearl Meyer) with no identified conflicts; demonstrates good process on pay governance .
  • Proactive risk policies: hedging/pledging prohibitions and an SEC/Nasdaq-aligned clawback policy enhance investor protection .

• Watch items / RED FLAGS

  • Related-party transaction: Payments to WG Partners, chaired by a NEUP director (David Wilson), present a conflict-perception risk; ensure robust Audit Committee oversight and documented recusals (company states belief that terms are arm’s-length) .
  • Discretionary bonuses: NEO annual bonuses are discretionary rather than formulaic, which can reduce pay-for-performance transparency; CEO 2025 bonus paid at 75% of target without quantified metrics in the proxy .
  • Say-on-Pay cadence: Board recommends triennial (every three years) advisory votes—lower feedback frequency than annual, which some investors prefer .
  • Limited director ownership: Dr. Ryan beneficially owns 460 shares (<1%); while typical for small-cap boards, alignment signal is modest in absolute terms .
  • Attendance and director ownership guidelines: Meeting attendance rates and any director stock ownership guidelines are not disclosed in the proxy .

• Performance context (for Compensation Committee oversight)

  • Pay vs Performance table shows TSR value on a $100 initial investment of $31.47 (2023), $10.97 (2024), and $101.57 (2025); net loss narrowed from $(21.4)m (2023) to $(15.5)m (2024) to $(0.4)m (2025) .