Carol Suh
About Carol Suh
Co‑founder of Neumora Therapeutics; transitioned from Chief Operating Officer to Chief Strategy Officer effective February 14, 2025, following a leadership realignment . Age 35 as of April 15, 2024; education includes an A.B. in Molecular & Cellular Biology (Harvard), M.Phil. (Yale, NSF GRFP recipient), and M.B.A. (Stanford GSB) . Tenure at Neumora spans Vice President of Business Development (2020–2021), Senior Vice President, Strategy (2022–2023), COO (2023–Feb 2025), and CSO (Feb 2025–present) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neumora Therapeutics | VP, Business Development | Jan 2020–Dec 2021 | Early company building and BD execution at formation stage |
| Neumora Therapeutics | SVP, Strategy | Jan 2022–Jan 2023 | Corporate strategy leadership across pipeline and platform |
| Neumora Therapeutics | Chief Operating Officer | Jan 2023–Feb 2025 | Scaled operations ahead of multiple clinical readouts |
| Neumora Therapeutics | Chief Strategy Officer | Feb 2025–present | Strategic portfolio, BD and corporate positioning post leadership transition |
| Magenta Therapeutics | BD & Corporate Strategy Associate | Jun 2017–Sep 2017 | Launch support and strategy at a prior public biotech |
| Trinity Partners | Consultant | 2015–2016 | Commercial/strategy consulting experience |
| GlaxoSmithKline (Regenerative Medicine) | R&D Strategy | 2014 | Translational R&D strategy in regenerative medicine |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ARCH Venture Partners | Member; Partner | Member since Aug 2018; Partner since Jul 2021 | Company creation across biotech; ARCH‑affiliated entities own 19.7% of NMRA common stock, indicating potential network influence |
| Orbital Therapeutics | Co‑founder; Board Director | Co‑founder Mar 2022; Director since Aug 2022 | RNA medicines; private company |
| HI‑Bio | Board Director | Since Aug 2021 | Private biotech; immunology focus |
| Metrodora Foundation | Board Director | Since Oct 2021 | Non‑profit medical research institute |
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Base Salary | $415,000 | Per Amended & Restated Executive Employment Agreement effective Jan 1, 2023 |
| Target Annual Bonus % | 40% of base salary | Discretionary, based on performance objectives set by Board/Comp Committee |
Performance Compensation
Company annual bonus program design (FY2024):
| Metric | Weighting | Target/Structure | Actual FY2024 Outcome | Payout Mechanics |
|---|---|---|---|---|
| Corporate goals (company-wide) | 100% for CEO/Exec Chair; 75% corporate / 25% individual for other NEOs | Board‑set goals; target bonuses as % of salary | Corporate goal achievement assessed at 85%, increased to 90% to reflect additional performance factors | Cash bonus under 2024 plan for NEOs; individual outcomes shown in proxy (Suh was not an NEO in 2024) |
Note: Suh’s specific FY2024 bonus payout is not disclosed; she participated under her own employment agreement framework .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Trading arrangement (Rule 10b5‑1) | Adopted Dec 6, 2024 to sell up to 123,698 shares; plan expiration Mar 6, 2025; Suh ceased to be an executive officer as of Feb 14, 2025 |
| Hedging/pledging policy | Company prohibits short sales, options/derivatives, hedging, margin purchases, and pledging of company stock for all employees/officers/directors |
| Equity plans and vesting norms | Options under 2023 Plan have not less than FMV strike and typically vest 25% at 1‑year, then monthly over 48 months; awards expire ≤10 years |
| Option repricing (2025) | Board sought stockholder approval to reprice “Eligible Options” to closing price on May 28, 2025, with retention requirement to Aug 13, 2026; executive officers as a group had 11,842,888 eligible options (WAE $4.15) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment status | At‑will; duties, compensation/benefits may change prospectively at Company discretion; termination rights preserved |
| Base salary & target bonus | $415,000 base; 40% target bonus; annually reviewed for increase (not decrease) |
| Severance (outside CIC period) | 9 months continued base salary; Company‑paid/reimbursed healthcare for up to 9 months (COBRA), subject to conditions and Section 409A constraints |
| Severance (during CIC period; double‑trigger) | Lump sum 1x base + 1x target bonus; Company‑paid/reimbursed healthcare for 12 months; full acceleration of all unvested equity awards upon qualifying termination in CIC window (3 months pre‑ to 12 months post‑CIC) |
| Definitions | Good Reason includes material reduction in salary/bonus, material diminution of role, or Company breach, with notice/cure/timing requirements; Cause includes defined misconduct/failure events (safe harbor for actions on counsel’s advice) |
| Restrictive covenants | Non‑solicitation of employees/consultants for 1 year after termination; confidentiality agreement required; governing law/arbitration terms apply |
| Indemnification | Suh is party to a standard indemnification agreement filed at IPO; referenced in Feb 13, 2025 8‑K |
| Clawback policy | Company maintains a Dodd‑Frank compliant Clawback Policy (Exhibit 97.1) |
Investment Implications
- Alignment and retention: Double‑trigger CIC economics (cash plus full equity acceleration) and option repricing with an Aug 13, 2026 retention condition signal Board emphasis on executive retention; hedging/pledging prohibitions strengthen alignment with long‑term shareholder outcomes .
- Trading signals: Suh’s Rule 10b5‑1 plan to sell up to 123,698 shares into Mar 2025 suggests scheduled liquidity; combined with her role change in Feb 2025, monitor Form 4 activity and potential sale completions for near‑term supply dynamics .
- Governance and interlocks: ARCH affiliates hold 19.7% of NMRA; Suh’s ARCH partnership and multiple external boards widen network reach but warrant routine related‑party and conflict‑of‑interest monitoring (Company discloses related‑party transactions and prohibits pledging/hedging) .
- Pay‑for‑performance transparency: Suh’s base/bonus targets are disclosed, but her individual bonus outcomes and equity grant specifics are not in the latest proxy (not an NEO in 2024); analysts should rely on her employment agreement terms and company‑wide bonus framework to assess incentive alignment pending future proxies .