Jason Duncan
About Jason Duncan
Jason Duncan is 51 and serves as Chief Legal and Administrative Officer at Neumora Therapeutics (NMRA). He joined as Chief Legal Officer on December 11, 2023, and was promoted effective February 14, 2025; he signed the February 13, 2025 leadership transition 8-K as Chief Legal Officer . Prior roles include Chief Legal Officer, General Counsel and Secretary at Albireo Pharma (acquired by Ipsen in 2023); General Counsel, Americas at Stallergenes Greer; and VP, Head of Compliance & Legal, North America at Sobi. He holds a J.D. from Suffolk University Law School and a B.A. in Political Science from Dickinson College .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Albireo Pharma | Chief Legal Officer, General Counsel & Secretary | Prior to 2023 | Company acquired by Ipsen in 2023, implying exposure to public company M&A and integration . |
| Stallergenes Greer Holdings | General Counsel, Americas | Aug 2015 – Jun 2018 | Regional legal leadership across Americas in a global biopharma . |
| Sobi, Inc. | VP, Head of Compliance & Legal, North America | May 2014 – Aug 2015 | Built compliance and legal functions in global biopharma context . |
| Neumora Therapeutics | Chief Legal Officer → Chief Legal & Administrative Officer | Dec 2023 – Feb 2025 → Feb 2025–present | Elevated scope to legal + administrative oversight during leadership transition . |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed in company filings | — | — |
Fixed Compensation
| Component | Terms | As-of/Source |
|---|---|---|
| Base Salary (agreement) | $415,000 per annum | Executive Employment Agreement effective Nov 13, 2023 . |
| Base Salary (alternate exhibit text) | $455,000 per annum | Alternate exhibit text within FY2023 10-K exhibits . |
| Target Annual Bonus | 40% of base salary | Executive Employment Agreement . |
| Initial Stock Option | 400,000 options; vest 25% at 1-year from Commencement Date, then 1/48 monthly (4-year total) | Executive Employment Agreement; grant under 2023 Incentive Award Plan at fair market value on grant date . |
Note: Two base salary figures appear in the FY2023 10-K exhibits ($415k and $455k). The executed Executive Employment Agreement (EX-10.22) specifies $415k; a separate exhibit text references $455k. Use the executed agreement figure unless superseded by later amendment .
Performance Compensation
- Company program context: For 2024, corporate goals were determined achieved at 85%, later increased to 90%; NEO bonuses were 100% tied to corporate goals for some NEOs and 75% corporate/25% individual for others . Jason Duncan’s specific performance metrics and payout were not disclosed.
Equity Ownership & Alignment
| Metric | As-of | Value |
|---|---|---|
| Outstanding shares beneficially owned | Apr 15, 2024 | — (not reported; less than 1%) . |
| Shares exercisable within 60 days | Apr 15, 2024 | — . |
| Total beneficial ownership | Apr 15, 2024 | —; <1% indicated for named executive group . |
| Shares outstanding (basis for % calc) | Apr 15, 2024 | 159,452,584 . |
| Equity Award | Grant Terms | Vesting | Other |
|---|---|---|---|
| Stock Options (initial) | 400,000 options; ISO to extent permitted; exercise price = fair market value on grant date | 25% at 1-year anniversary of Commencement Date; 1/48 monthly thereafter (4 years total) | Under 2023 Incentive Award Plan . |
| Option Repricing Program (company-wide) | Board approved, subject to shareholder approval: reprices underwater options to the closing price on Feb 13, 2025 if exercised on/after Aug 13, 2026, contingent on continued service and stockholder approval | Existing option terms otherwise unchanged | Intended to restore retention/incentive; if conditions not met, original exercise price applies . |
| Hedging/Pledging Policy | Prohibits short sales, derivatives (puts/calls), hedging transactions, margin purchases, and pledging as collateral | Applies to NEOs, officers, employees, directors | Insider Trading Compliance Policy filed with 2024 10-K . |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Employment start | Commenced Dec 11, 2023 (Commencement Date) | Executive Employment Agreement . |
| At-will | Employment is at-will; duties/comp may change prospectively | Executive Employment Agreement . |
| Severance (outside CIC) | 9 months base salary continuation; company-paid/reimbursed COBRA up to 9 months or earlier re-eligibility | Executive Employment Agreement . |
| Severance (during CIC period) | Lump sum 1x base salary + 1x target bonus; COBRA as applicable | Executive Employment Agreement . |
| Good Reason (summary) | Material reduction in base salary/target bonus (subject to across-the-board limits), material diminution of role, or company’s material breach; notice/cure required | Executive Employment Agreement . |
| Cause (summary) | Felony/moral turpitude, dishonesty/fraud causing material injury, willful refusal to perform material duties, material policy failures after notice, gross misconduct, willful/material fiduciary breach; poor performance alone not Cause | Executive Employment Agreement . |
| Golden parachute excise | “Best Pay” cut-back methodology to avoid/optimize 280G excise tax; no tax gross-up | Executive Employment Agreement . |
| Equity terms reference | Equity awards remain outstanding per their terms; agreement provisions control where more favorable | Executive Employment Agreement . |
Investment Implications
- Retention: Severance protection (9 months outside CIC; 1x base + 1x target bonus in CIC) reduces near-term departure risk; combined with option repricing contingent on service through Aug 13, 2026, the structure encourages retention into late-2026 .
- Alignment: As of April 2024, no reportable beneficial holding and no exercisable options within 60 days; alignment is primarily via unvested options and future equity rather than current share ownership. Hedging/pledging prohibitions improve alignment quality by limiting downside insurance and leverage .
- Selling pressure: The repricing requires post–Aug 13, 2026 exercise and shareholder approval, likely deferring insider exercises and selling until at least late-2026; failure to meet conditions leaves options at original strike, which could remain underwater and limit selling .
- Change-of-control economics: Double-trigger structure (termination without Cause or for Good Reason during CIC period) with 1x base and 1x target bonus is moderate and shareholder-friendly relative to typical 2x multiples; use of 280G cut-back rather than gross-up reduces potential shareholder-unfriendly tax subsidies .