David Piacquad
About David Piacquad
Independent director of Neumora Therapeutics since September 2023; age 68. Former Senior Vice President, Business Development at Amgen (2014–2022) with prior leadership roles at Schering-Plough (2006–2009) and ~20 years at Johnson & Johnson across segments. Education: B.A. Colgate University; M.B.A. Wharton. Originally elected to Neumora’s Board as the designee of Amgen, a >5% stockholder with active commercial agreements, while formally deemed independent by the Board and for Audit Committee purposes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen | SVP, Business Development; led corporate strategy, BD, external R&D, M&A, ventures, alliance management | Mar 2014–Jan 2022 | Executive leadership in transactions and portfolio strategy |
| Amgen | VP, Strategy & Corporate Development | 2010–2014 | Corporate development oversight |
| Schering-Plough | SVP, Business Development & Licensing | 2006–2009 | BD/licensing leadership |
| Johnson & Johnson | Increasing roles across segments | ~20 years | Cross-segment operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various private biotechnology companies | Director | Current | Serves on boards of private biotech companies (not individually named) |
Board Governance
- Committee memberships: Audit Committee member; current Audit Committee members are Matthew Fust (Chair), Maykin Ho, Ph.D., and David Piacquad; all meet SEC/Nasdaq audit independence and financial literacy standards; Fust is the designated audit committee financial expert .
- Independence: Board determined all directors except the CEO (Paul Berns) are independent under Nasdaq rules; Piacquad also meets heightened audit committee independence standards .
- Attendance and engagement: In 2024, the Board met 5 times; Audit Committee met 4 times; each Board member attended at least 75% of Board and applicable committee meetings .
- Tenure: Director since 2023; Class III term expires at the 2026 annual meeting .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| 2024 Fees Earned (cash) | 48,750 | Actual cash paid in 2024 |
| Program – Annual cash retainer | 45,000 | Non-employee director program |
| Program – Audit Committee member fee | 10,000 | Member (Chair = 20,000) |
| Program – Lead Independent Director | 25,000 | If applicable (not disclosed for Piacquad) |
| Program – Other committees (member/chair) | 5,000–15,000 | Nominating: 5k/10k; Compensation: 7.5k/15k |
Performance Compensation
| Equity Type | Grant-Date Fair Value ($) | 2024 Grants Vesting | Holdings at 12/31/2024 |
|---|---|---|---|
| RSUs | 199,995 | Program: typically annual RSUs; vest on first anniversary or per program; RSUs can also vest over 3 years depending on grant type | 20,100 RSUs outstanding |
| Stock Options | 218,260 | Program: annual option vests at next annual meeting or 1-year; initial director option monthly over 3 years | 75,026 options outstanding |
- Program structure changes (March 2025): Initial Grant fixed at 160,000 options; Annual Grant fixed at 80,000 options; Initial vests monthly over 3 years; Annual vests in one installment at earlier of 1-year or next annual meeting. All director equity fully vests upon change in control .
- One-time option repricing (subject to 2025 stockholder approval): Eligible options (including non-employee directors) repriced to the closing price on May 28, 2025; if service terminates or options are exercised before Aug 13, 2026, exercise price reverts to original. As of Apr 1, 2025, non-employee directors had 518,996 eligible options (weighted average exercise price $10.00; weighted average remaining term 7.8 years); closing price Apr 1, 2025 was $0.9130 .
Other Directorships & Interlocks
| Entity | Nature | Details |
|---|---|---|
| Amgen Inc. | Stockholder, commercial counterparty, board designee right | Amgen owns 21.9% of NMRA; Neumora paid Amgen $9.4M in 2024 and $21.9M in 2023 under collaboration; letter agreement requires NMRA to appoint an Amgen-designated director while Amgen holds ≥10%; Piacquad was originally elected as Amgen’s designee . |
Expertise & Qualifications
- Deep transaction/M&A and alliance management expertise from Amgen, Schering-Plough and J&J; financial literacy for Audit Committee service .
- Education: B.A. (Colgate), M.B.A. (Wharton) .
- Board and governance: Serves as director/advisor to private biotechnology companies; brings biotech industry strategic perspective .
Equity Ownership
| As of April 10, 2025 | Outstanding Shares Beneficially Owned (#) | Options/RSUs Exercisable Within 60 Days (#) | Total Beneficially Owned (#) | % Ownership |
|---|---|---|---|---|
| David Piacquad | — | 27,098 | 27,098 | <1% |
- As of December 31, 2024, he held 75,026 options and 20,100 RSUs; hedging/pledging of company stock is prohibited under NMRA’s insider trading policy .
Governance Assessment
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Strengths
- Independent audit committee member with extensive BD/M&A background; committee comprised entirely of independent directors; formal governance guidelines and regular executive sessions bolster oversight .
- Attendance met minimum thresholds; structured non-employee director pay program with transparent cash retainers and equity vesting; change-in-control vesting disclosed .
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Potential conflicts and watch items
- Amgen influence: Piacquad was initially appointed as Amgen’s designee; Amgen holds 21.9% and is a significant commercial counterparty. This creates a perceived interlock and related-party exposure despite formal independence determinations. Monitor related-party reviews by Audit and Nominating Committees and any recusals on Amgen-related matters .
- Option repricing: Board seeking stockholder approval to reprice underwater options for directors and employees. While framed as retention, repricing is a governance red flag for some investors; evaluate incremental comp expense and alignment versus performance outcomes, and note reversion feature if exercised/terminated before Aug 13, 2026 .
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Additional context
- No say-on-pay history while NMRA was an emerging growth company through 2024; thus limited shareholder feedback on compensation practices to date .
RED FLAGS
- Board designee arrangement tied to a major commercial counterparty (Amgen) and large equity holder; requires rigorous management of conflicts in related-party transactions .
- Proposed across-the-board option repricing including non-employee directors; potential pay-for-performance misalignment signal absent clear performance metrics for director equity .
Notes on Committee Oversight and Compensation Consultant
- Compensation Committee uses independent consultant (Alpine) and affirmed consultant independence; committee oversees director compensation and executive programs .
Meeting Cadence
- 2024 meetings: Board (5), Audit (4), Compensation (5), Nominating (2) .
Director Compensation Program Flexibility
- Directors may elect to convert cash retainers into fully vested RSUs with optional deferral; all director equity fully vests on change in control .