Tim Cunningham
About Tim Cunningham
Tim Cunningham, age 63, serves as Chief Financial Officer of Neuphoria Therapeutics (NEUP) via a consulting arrangement with Danforth Advisors, beginning July 1, 2023; he holds an MBA from Boston University, a BS in Accounting from Boston College, and is a CPA in Florida . During his tenure, NEUP’s FY2025 license revenue was $15.65M (vs. $0 in FY2024) and net loss improved to $(0.37)M (vs. $(15.49)M in FY2024), reflecting milestone revenue recognition from Merck and Carina agreements . Pay-versus-performance disclosures show NEUP’s total shareholder return (TSR) on an initial $100 investment of $101.57 (2025), $10.97 (2024), and $31.47 (2023), with Non-PEO Named Executive Officer (NEO) “compensation actually paid” equal to the Summary Compensation Table amounts for Tim in 2025 and 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Danforth Advisors LLC | CFO Consultant | Sep 2020–present | Provides CFO services to public and private pharma/biotech companies |
| Organogenesis (NASDAQ: ORGO) | Chief Financial Officer | Not disclosed | Took company public; raised >$250M equity and debt financing |
| KPMG (NY) | Early career (Accounting/Audit) | Not disclosed | Big Four training; foundation in audit and financial controls |
| PwC (Boston) | Early career (Accounting/Audit) | Not disclosed | Big Four experience; financial reporting and controls |
External Roles
| Organization | Position | Start | Status |
|---|---|---|---|
| Danforth Advisors LLC | CFO Consultant | Sep 2020 | Active |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($USD) | $0 | $0 |
| Bonus ($USD) | $0 | $0 |
| Stock Awards ($USD) | $0 | $0 |
| Option Awards ($USD) | $0 | $0 |
| All Other Compensation ($USD) | $294,788 | $254,363 |
- Compensation arrangement: CFO services are provided through Danforth Advisors; as a result, Mr. Cunningham is not eligible for Company-paid bonuses .
- Company payments to Danforth Advisors (indicative of CFO service fees): $342,442 for quarter ended Sep 30, 2025; $177,248 for quarter ended Sep 30, 2024 .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual cash bonus eligibility | N/A | N/A | N/A | Not eligible (paid via Danforth) | N/A |
| Equity awards (RSUs/PSUs/Options) | N/A | N/A | N/A | None outstanding | N/A |
- No equity awards are reported for Tim; the FY2025 Outstanding Equity Awards table shows none .
- Company-wide policy: Equity awards under the 2024 Plan fully vest upon change in control; not applicable to Mr. Cunningham given no awards .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Total beneficial ownership (shares) | Not listed (no shares reported) |
| Ownership as % of shares outstanding | Not listed; table does not show holdings for Mr. Cunningham |
| Vested vs. unvested shares | None; no equity awards disclosed |
| Options (exercisable/unexercisable) | None |
| Hedging/pledging | Prohibited for all directors and employees (including executive officers) |
| 10b5-1 plans | No adoption or termination by directors/officers in FY2025 |
Employment Terms
| Provision | Details |
|---|---|
| Engagement | CFO services via consulting agreement with Danforth Advisors (originally July 2021; amended May 2023 and Aug 2023); CFO role commenced July 2023 |
| Term & termination | Continues until terminated: with cause—30 days’ prior written notice; without cause—60 days’ prior written notice |
| Severance | Not disclosed for the Danforth consulting arrangement |
| Change-of-control | Not disclosed for the consulting arrangement; equity acceleration policy not applicable due to no awards |
| Clawback | Company clawback policy compliant with Nasdaq; applies to executive officers (recovery for accounting restatements) |
| Non-compete/non-solicit | Not disclosed |
| Hedging/pledging | Prohibited by insider trading policy |
| 10b5-1 trading arrangements | None adopted/terminated in FY2025 |
Performance & Track Record
- Sarbanes-Oxley certifications: Tim signed Section 302 and 906 certifications on NEUP’s 10-Q filed Nov 14, 2025, evidencing accountability for disclosure controls and financial reporting .
- Financial outcomes during tenure: FY2025 license revenue $15.65M; net loss $(0.37)M, aided by a $15M Merck Phase 2 milestone (Mar 2025) and an A$1,000,000 Carina milestone (Oct 2024) .
- TSR context: $100 TSR rose to $101.57 in 2025 (from $10.97 in 2024), aligning with improved financial performance; Tim is the sole Non-PEO NEO in pay-versus-performance (2025–2024) .
- Prior achievements: At Organogenesis, he took the company public and raised >$250M to fund growth; earlier Big Four audit background (KPMG/PwC) .
Compensation Structure Analysis
- Cash vs equity mix: 100% service-fee driven compensation via Danforth (All Other Compensation); no base salary, bonus, or equity awards directly from NEUP, indicating minimal at-risk, equity-linked pay for the CFO .
- Performance metrics and targets: The Company uses discretionary bonuses and may tie CEO incentives to financial/strategic/operational targets; Tim’s arrangement through Danforth excludes Company bonus eligibility .
- Clawback & risk controls: Robust clawback policy and prohibitions on hedging/pledging support governance and reduce misalignment risk .
Related Party Transactions
- Danforth Advisors: Ongoing consulting agreement provides CFO services; quarterly payments of $342,442 (Q3 FY2026 calendar quarter) and $177,248 (Q3 FY2025 calendar quarter) were disclosed; agreement terminable on 30/60 days’ notice .
Equity Ownership & Alignment (Detail Table)
| Metric | As of | Value |
|---|---|---|
| Shares outstanding (for context) | Oct 15, 2025 record date | 2,357,613 |
| Tim Cunningham beneficial ownership | Sep 29, 2025 | Not listed (no reported holdings) |
| Options/awards outstanding | Jun 30, 2025 | None |
| Pledging/hedging allowed? | Policy | Prohibited |
Investment Implications
- Alignment: Absence of direct equity awards or share ownership reduces “skin-in-the-game” alignment; compensation routed via Danforth limits pay-for-performance linkage for the CFO .
- Retention risk: The consulting agreement’s 60-day without-cause termination notice implies flexibility for both parties; retention depends on Danforth’s engagement rather than fixed-term employment economics or equity vesting .
- Insider selling pressure: With no equity awards or reported ownership and hedging/pledging prohibited, insider selling pressure from the CFO is minimal .
- Governance signals: Strong clawback and trading policy controls, plus improved TSR and license revenue momentum, are positives; however, the lack of CFO equity participation may dampen long-term alignment with shareholders .