Spyros Papapetropoulos
About Spyros Papapetropoulos
Spyridon “Spyros” Papapetropoulos, M.D., PhD, is President & CEO of Neuphoria Therapeutics (NEUP) and has served as a director since January 5, 2023; he is a Class III director with a term expiring in 2027 and age 52 . He holds an M.D. and Ph.D. from the University of Patras and previously served on the neurology faculty at the University of Miami . Pay-versus-performance disclosure shows the value of an initial $100 investment rose to $101.57 in 2025 (from $31.47 in 2023 and $10.97 in 2024), while reported net income (loss) improved to $(0.4) million in 2025 from $(21.4) million in 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vigil Neuroscience (Nasdaq) | Chief Medical Officer | Since 2020 until joining NEUP Jan 2023 | Led neuroimmune pipeline development; senior leadership at a public neuro company |
| Acadia Pharmaceuticals | Chief Development Officer; SVP, Head of Development | Prior to Vigil | Led development; contributed to multiple regulatory filings |
| SwanBio Therapeutics | Chief Executive Officer | Prior to Acadia | Led gene therapy company operations and programs |
| Cavion | EVP, R&D and Chief Medical Officer | Prior to SwanBio | Ran R&D and clinical strategy |
| Biogen; Allergan; Pfizer; Teva | Senior/executive roles | Earlier career | Filed >20 INDs and multiple NDAs/BLAs; new product launches |
| University of Miami (Neurology) | Faculty | Prior to industry | Academic neurology background; translational expertise |
External Roles
- No current public company board directorships beyond NEUP were disclosed in the proxy biography .
Fixed Compensation
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary | $525,000 | $550,000 |
| Target Bonus % | 50% of base salary | 50% of base salary |
| Actual Bonus Paid | $196,875 | $226,875 |
| Stock Awards (RSUs/PSUs) | — | — |
| Option Awards (Grant-Date FV) | — | $123,660 |
| All Other Compensation | $30,000 | $50,808 |
| Total Reported Compensation | $751,875 | $951,343 |
Notes:
- Target annual bonus opportunity is 50% of base salary per employment agreement .
- The Compensation Committee described 2025 bonus determinations as 75% of target based on holistic performance assessment (while the actual Check figure paid is $226,875) .
Performance Compensation
Annual Bonus Structure
| Metric/Design | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Discretionary annual cash bonus based on individual and company performance | Discretionary (no formulaic weights disclosed) | 50% of base salary | 2025 cash bonus: $226,875; Committee described bonuses as 75% of target based on assessed performance | Paid annually |
Long-Term Equity: Option Grants and Vesting
- Initial CEO equity grant: 27,067,015 options (12,529 post-redomiciliation) at grant date 2/21/2023; 25% vests on the 12-month anniversary of grant date, then quarterly over 3 years; acceleration upon change in control and as described for termination (subject to shareholder approval obtained 2/21/2023) .
- 2024 Equity Incentive Plan: All equity awards granted to NEOs under this plan become fully vested upon a change in control . The plan further allows the board, upon a change in control, to take actions including cancel for cash, issue replacements, or accelerate vesting, among other treatments .
Selected outstanding option tranches at FY-end (June 30, 2025):
| Tranche | Status | Strike | Expiration |
|---|---|---|---|
| 3,133 options | Exercisable | $43.27 | 12/16/2028 |
| 783 options | Exercisable | $43.27 | 3/16/2029 |
| 783 options | Exercisable | $43.27 | 6/16/2029 |
| 783 options | Exercisable | $43.27 | 9/16/2029 |
| 783 options | Exercisable | $43.27 | 12/16/2029 |
| 783 options | Exercisable | $43.27 | 3/16/2030 |
| 783 options | Exercisable | $43.27 | 6/16/2030 |
| 12,750 options | Exercisable | $5.11 | 4/16/2035 |
| 783 options | Unearned | $43.27 | 9/16/2030 |
| 783 options | Unearned | $43.27 | 12/16/2030 |
| 783 options | Unearned | $43.27 | 3/16/2031 |
| 783 options | Unearned | $43.27 | 6/16/2031 |
| 783 options | Unearned | $43.27 | 9/16/2031 |
| 783 options | Unearned | $43.27 | 12/16/2031 |
| 14,250 options | Unearned | $5.11 | 4/16/2035 |
Recovery/Clawback and Trading Policies:
- Nasdaq-compliant clawback policy adopted Nov 2023; awards subject to clawback if financial restatement required .
- Prohibitions on hedging and pledging; Rule 10b5-1 plans permitted, but no director/officer adopted or terminated a 10b5-1 plan in FY2025 .
Equity Ownership & Alignment
| Ownership Item | Amount |
|---|---|
| Shares beneficially owned (total) | 35,002; includes 9,888 shares and 25,114 options exercisable within 60 days of June 29, 2025 |
| Ownership as % of outstanding | Less than 1% (2,357,613 shares outstanding as of Sept 29, 2025) |
| Hedging/Pledging | Prohibited by company policy |
| Rule 10b5-1 plan status (FY2025) | None adopted/terminated by directors or officers |
| Stock ownership guidelines | Not disclosed for executives in the proxy |
Employment Terms
| Term | Key Details |
|---|---|
| Start date and contracting entity | Initial agreement effective 12/16/2022; commenced as CEO and Director 1/5/2023; new materially identical employment agreement with U.S. subsidiary Bionomics Inc. entered 1/15/2023 for administrative purposes |
| Base salary and benefits | Initial fixed remuneration $525,000 per year plus U.S. health benefits reimbursement |
| Target bonus | 50% of base salary, subject to Compensation Committee performance criteria across financial, strategic, and operational targets |
| Initial equity grant | 27,067,015 options (12,529 post-redomiciliation) at 2/21/2023; 25% vests at 12 months, then quarterly over 3 years; acceleration upon change in control and on certain terminations (shareholder-approved 2/21/2023) |
| Termination (for cause / voluntary without good reason) | Earned but unpaid base salary and annual bonus only |
| Termination (without cause or resignation for good reason) | Severance of 1x base salary plus 1x target bonus, paid over 12 months; all outstanding equity awards fully and immediately vest |
| Change-in-control (CIC) treatment | Under the 2024 Plan, all equity awards granted to NEOs become fully vested upon a change in control; Board retains discretion for alternate treatments under plan terms |
| Clawback | Nasdaq-compliant clawback policy in effect |
| Non-compete / non-solicit | Not disclosed in the proxy summary of arrangements |
Board Governance
| Item | Detail |
|---|---|
| Board seat | Class III director; term expires 2027; age 52 |
| Leadership structure | Non-Executive Chair: Alan Fisher; Board believes current structure appropriate |
| Independence | Board determined Dr. Papapetropoulos is not independent (CEO); majority of board independent |
| Committees | Compensation Committee: Jane Ryan (Chair), Alan Fisher; Audit & Risk Management Committee: Alan Fisher (Chair), Miles Davies, Jane Ryan; CEO/director not listed as a member of these committees |
| Dual role implications | CEO + director, but separation of Chair role and independent committees mitigate independence concerns |
Performance & Track Record
| Year | Value of Initial $100 Investment (TSR) | Net Income (Loss), $mm |
|---|---|---|
| 2023 | $31.47 | $(21.4) |
| 2024 | $10.97 | $(15.5) |
| 2025 | $101.57 | $(0.4) |
The Compensation Committee engaged Pearl Meyer as independent compensation consultant and affirmed independence under Nasdaq rules .
Investment Implications
- Pay-for-performance alignment: Cash bonus is discretionary with no disclosed metric weights; committee awarded 2025 bonuses at 75% of target based on holistic performance, which reduces transparency but allows flexibility during clinical inflection points . Options constituted the only reported equity grant in 2025 for the CEO ($123,660 FV), scaling at-risk pay with share price outcomes .
- Retention and selling pressure: Substantial option overhang with multiple tranches, including a low-strike 4/16/2035 grant at $5.11 (12,750 exercisable; 14,250 unearned), can incentivize retention but may create future liquidity events as tranches vest; lack of Rule 10b5-1 plans in FY2025 suggests no pre-scheduled selling pipeline .
- Change-in-control and severance economics: Single-trigger CIC acceleration under the 2024 Plan and full acceleration upon termination without cause/good reason increase downside protection and potentially increase exit optionality for the CEO versus strict double-trigger structures; severance of 1x base + 1x target bonus is moderate, but full equity acceleration is generous and a potential governance flag for some investors .
- Alignment and risk controls: CEO beneficial ownership is <1% (35,002 shares including options exercisable within 60 days), which is modest relative to outstanding shares; however, anti-hedging/anti-pledging policies and a Nasdaq-compliant clawback reduce governance risk .
- Governance quality: CEO is not independent but the company has an independent Non-Executive Chair and fully independent Audit and Compensation Committees, which mitigates dual-role concerns .