Alaa Halawa
About Alaa Halawa
Alaa Halawa, age 41, has served as an independent director of Neumora Therapeutics since September 2022. He is Executive Director at Mubadala Capital (since March 2017), with prior director-level roles at Synaptics (2015–2017) and GlobalFoundries (2014–2015). He holds a B.A. in Electrical Engineering from the University of Jordan and an MBA from Cornell University, and is positioned as a venture investor at the intersection of life sciences and technology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mubadala Capital | Executive Director | Mar 2017–present | Venture investor; focus at life sciences/technology intersection |
| Synaptics (public) | Director | Feb 2015–Mar 2017 | Not disclosed |
| GlobalFoundries (public) | Director | Jan 2014–Feb 2015 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alloy Therapeutics (private) | Director | Sep 2022–present | Not disclosed |
| Innovaccer (private) | Director | Dec 2021–present | Not disclosed |
| Xilis (private) | Director | Jul 2021–present | Not disclosed |
| Pretzel Therapeutics (private) | Director | Apr 2021–present | Not disclosed |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq rules; Halawa is independent .
- Board class and tenure: Class II director; standing for re-election at the May 28, 2025 annual meeting (term through 2028 if elected) .
- Committee memberships:
- Compensation Committee: member (Chair is Kristina Burow) .
- Nominating & Corporate Governance Committee: Chair .
- Audit Committee: not a member .
- Attendance: In 2024, the Board met 5x; Audit 4x; Compensation 5x; Nominating & Governance 2x; each director attended at least 75% of meetings of the Board and committees on which they served .
- Executive sessions: Independent directors meet regularly in executive session .
Fixed Compensation
| Component | Amount (USD) | Detail / Eligibility |
|---|---|---|
| Annual cash retainer | $45,000 | Non-employee directors |
| Compensation Committee member fee | $7,500 | Member fee (chair is $15,000) |
| Nominating & Governance chair fee | $10,000 | Chair fee (member is $5,000) |
| 2024 cash fees (Halawa) | $62,500 | Matches $45k + $7.5k + $10k |
- Lead Independent Director stipend (not applicable to Halawa): $25,000 .
Performance Compensation
| Equity Element | 2024 Grant Value (USD) | Structure | Vesting | Change-in-Control |
|---|---|---|---|---|
| RSUs (Halawa) | $199,995 | Annual grant component | For 2024 program, RSUs vest in a single installment at earlier of 1st anniversary or next annual meeting; initial grant RSUs vest in 3 annual installments | |
| Options (Halawa) | $218,260 | Annual grant component | For 2024 program, options vest in a single installment at earlier of 1st anniversary or next annual meeting; initial grant options vest monthly over 3 years | |
| Program amendment (Mar 2025) | — | Options-only sizing | Initial grant = option to purchase 160,000 shares; annual grant = option to purchase 80,000 shares; vest schedules unchanged (monthly over 3 years for initial; single installment for annual) | |
| CIC treatment | — | All director equity awards | Full vesting acceleration upon change in control |
- Director equity is time-based; no performance metrics (e.g., TSR/EBITDA) are disclosed for director compensation .
Other Directorships & Interlocks
- Public company boards: None disclosed for Halawa .
- Private company boards: Alloy Therapeutics, Innovaccer, Xilis, Pretzel Therapeutics .
- Notable investor and board designee relationships at NMRA (context): Amgen (≥10% holder) holds collaboration agreements and a board designation right; ARCH-affiliated entities received BlackThorn milestone shares; these are not tied to Halawa .
Expertise & Qualifications
- Venture capital leadership (Mubadala Capital) with focus on emerging life sciences and technology companies; prior industry experience at large public semiconductor companies .
- Technical education (Electrical Engineering) and MBA; governance experience via multiple private-company boards .
Equity Ownership
| Holder | Outstanding Shares Beneficially Owned | Options Exercisable Within 60 Days | Total Beneficially Owned | % of Outstanding |
|---|---|---|---|---|
| Alaa Halawa | — | 25,808 | 25,808 | <1% |
- RSUs held as of 12/31/2024 (not all count towards beneficial ownership): 20,100 RSUs .
- Hedging/pledging: Company policy prohibits short sales, derivatives, hedging, margin purchases, and pledging of NMRA securities by directors .
Governance Assessment
- Committee leadership and engagement: Halawa chairs Nominating & Governance and serves on Compensation, indicating active governance oversight (board composition, governance policies, and pay) .
- Independence and attendance: Independent under Nasdaq standards; Board and committee attendance thresholds met in 2024; independent director executive sessions in place .
- Compensation alignment: Cash fee mix consistent with committee duties; director equity is time-based (no performance metrics), standard for governance neutrality; CIC full acceleration is common but can be investor-sensitive .
- RED FLAGS:
- Option repricing proposal covers non-employee directors (including Halawa). Repricing underwater options to the market price at the annual meeting date (with reversion of exercise price upon early termination/exercise) is a shareholder-unfriendly precedent for directors and may weaken pay-for-performance signals .
- Reverse stock split proposal reflects Nasdaq minimum bid price compliance pressures; governance risk is moderate but linked to capital structure and dilution dynamics rather than director-specific conflicts .
- Related party exposure: No related-party transactions disclosed involving Halawa or Mubadala Capital. Broader board-level related-party context includes Amgen collaborations and ARCH milestone share issuance; these do not directly implicate Halawa .
Director Compensation (Detail)
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash (USD) | $62,500 |
| Stock Awards (RSUs) Fair Value (USD) | $199,995 |
| Option Awards Fair Value (USD) | $218,260 |
| Total (USD) | $480,755 |
Board Governance (Committee Detail)
| Committee | Role | Members | Chair |
|---|---|---|---|
| Compensation | Member | Burow; Fust; Halawa | Kristina Burow |
| Nominating & Corporate Governance | Chair | Halawa; Ho; Burow | Alaa Halawa |
| Audit | Not a member | Fust; Ho; Piacquad | Matthew Fust |
Attendance (2024)
| Body | Meetings | Halawa Attendance |
|---|---|---|
| Board | 5 | ≥75% (each director met threshold) |
| Compensation Committee | 5 | ≥75% (each director met threshold) |
| Nominating & Governance Committee | 2 | ≥75% (each director met threshold) |
Beneficial Ownership Context
| Item | Detail |
|---|---|
| Shares outstanding (Record Date) | 161,747,922 (Apr 28, 2025) |
| Halawa beneficial ownership | 25,808 (options exercisable within 60 days) |
| Ownership guidelines | Not disclosed |
| Hedging/pledging | Prohibited for directors |
Potential Conflicts or Interlocks
- No related-party transactions identified involving Halawa; NMRA’s policy requires Audit Committee review of RPTs; none disclosed for him .
- Private board roles (Alloy, Innovaccer, Xilis, Pretzel): no disclosed transactional ties with NMRA; monitor for future overlaps with NMRA suppliers/customers .
Overall signal: Halawa’s governance footprint is constructive (committee leadership and independence). The option repricing covering directors is a red flag for investor confidence in board pay discipline; continued monitoring of compensation structures and any Mubadala-related exposures is warranted .