Joshua Pinto
About Joshua Pinto
Joshua Pinto, Ph.D., is President of Neumora Therapeutics (NMRA) since February 2025; he previously served as Chief Financial Officer from June 2021 to February 2025. He is 42 and holds a B.S. in Business Administration and Biochemistry (Centenary College of Louisiana), an MBA in Finance and a Ph.D. in Neuroscience (McMaster University). As CFO/President, he has emphasized capital efficiency and runway extension, noting a $20M debt facility and cash runway through 2027 on the Q1/Q2 2025 calls, aligning financing strategy with clinical milestones (e.g., KOASTAL program adjustments and obesity DIO model plans) . NMRA reports no product revenue to date; losses and cash burn reflect a pipeline-stage profile with FY 2024 net loss and negative EBITDA/CFO consistent with development-stage biotech .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Neumora Therapeutics | Chief Financial Officer | Jun 2021–Feb 2025 | Built public-ready finance org; executed capital strategy supporting Phase 3 KOASTAL program and multi-asset pipeline . |
| Credit Suisse | Director, Healthcare Investment Banking | 2019–2021 (at CS since 2015) | Led healthcare IB execution; financing expertise leveraged at NMRA . |
| Piper Jaffray | Associate, Healthcare Banking | 2014–2015 | Transaction experience in life sciences . |
| Eli Lilly | Global External R&D | 2013–2014 | Exposure to biopharma R&D partnerships . |
External Roles
| Organization | Role | Years | Detail |
|---|---|---|---|
| Metsera, Inc. | Director; Audit Committee Chair | Since Sep 2024 | Board-level finance oversight in public biotech; permitted outside activity under NMRA employment agreement . |
Fixed Compensation
| Component | Amount/Terms | Timing | Notes |
|---|---|---|---|
| Base Salary | $645,000 per annum | Effective Feb 14, 2025 | Reviewed annually by CEO/Board . |
| Target Annual Bonus | 60% of base salary | FY 2025 | Discretionary, based on objectives set by CEO/Board; paid if employed at payout date . |
| Signing Bonus | $970,000 cash | First regular payroll post Feb 14, 2025 | Repay in full if terminated for Cause or resign without Good Reason/Failure to Succeed within 18 months; no repayment if terminated without Cause, for Good Reason, death or disability . |
| Benefits/Perqs | Standard executive plans; expense reimbursement | Ongoing | No specific perqs disclosed beyond standard benefits . |
Performance Compensation
| Instrument | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Company/individual performance objectives | Not disclosed | 60% of base salary | Not disclosed | N/A . |
| Stock Options (Promotion Grant) | Time-based (not performance) | N/A | N/A | N/A | 3,000,000 options; exercise price = closing price on grant date; 10-year term; 25% vests at 1-year anniversary of Feb 14, 2025, then 1/48 monthly; exercisable until earlier of 10 years or 6 months post-termination . |
Equity Ownership & Alignment
- Option grants/vesting: Proposed promotion option grant of 3,000,000 shares with standard 4-year vest (25% at 12 months; monthly thereafter) supports long-term alignment and retention .
- Hedging/pledging: NMRA prohibits short sales, derivatives, hedging, margin purchases, and pledging of company stock for all insiders (including executive officers), reducing misalignment and collateral risk .
- Beneficial ownership: DEF 14A provides detailed beneficial ownership for certain insiders; Joshua Pinto’s specific share count is not itemized in the 2025 proxy’s ownership table. No pledging disclosed; policy prohibits it .
Employment Terms
| Provision | Outside Change-in-Control (CIC) | During CIC Window | Notes |
|---|---|---|---|
| Severance Multiple | 9 months base salary continuation | Lump sum = 1x base + 1x target bonus | Requires timely release; CIC window defined as 3 months before to 12–18 months after CIC per agreement sections; Pinto’s agreement shows 9 months outside CIC and 1x inside CIC . |
| COBRA/Healthcare | Company-paid/reimbursed during severance period | Company-paid/reimbursed up to 24 months | Paid in-kind or taxed cash if plan constraints; 409A compliant . |
| Equity Acceleration | Not specified outside CIC | Full vesting acceleration of all unvested equity upon qualifying CIC termination | Agreement language provides full acceleration at CIC termination; combined with option terms enhances retention but creates event risk . |
| Exercise Window | Options exercisable until earlier of 10 years or 6 months post-termination | Same | Standard terms subject to plan . |
| Clawbacks | Company clawback policy for restatements (Dodd-Frank Rule 10D-1) | Same | Applies to incentive comp tied to financial reporting measures; recovery over prior 3 fiscal years . |
| Outside Activities | Board role at Metsera permitted | Same | Disclosed in Exhibit A . |
Company Performance Context (for pay-for-performance alignment)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | —* | —* | —* |
| Net Income ($) | -130,904,000* | -235,925,000* | -243,787,000* |
| EBITDA ($) | -122,276,000* | -187,526,000* | -262,833,000* |
| Cash from Operations ($) | -114,896,000* | -163,278,000* | -182,936,000* |
Values retrieved from S&P Global.* [GetFinancials]
- Narrative performance context: As development-stage biotech, NMRA reported no product revenues and continued investment in Phase 3 navacaprant and other pipeline programs; Q2 2025 call commentary highlighted $217M cash and runway into 2027, with expected KOASTAL-3 and KOASTAL-2 topline in 1H 2026 .
Compensation Structure Analysis
- Increased guaranteed comp vs at-risk: 2025 signing bonus ($970k) and higher base salary ($645k) increase fixed cash; variable bonus remains discretionary at 60% target, preserving at-risk component .
- Shift to RSUs/options: Pinto’s promotion grant is options with 4-year vest, maintaining high sensitivity to share price; no PSU metrics disclosed (lower transparency on explicit performance ties) .
- Option repricing proposal: NMRA seeks stockholder approval to reprice outstanding options (including executive officers) to the May 28, 2025 closing price, with anti-abuse ratchet if exercise/termination before Aug 13, 2026—this can dilute pay-for-performance integrity and is a governance red flag if approved .
- Clawback policy: Adopted and compliant with SEC/Nasdaq rules; improves alignment and accountability for financial restatements .
Risk Indicators & Red Flags
- Option Repricing: Proposal to reprice 21.8M options (employees, executive officers, directors, consultants) is a compensation governance concern; executive officers (including Pinto) would benefit if approved .
- Reverse Stock Split: Board seeks authority for a 1-for-5 to 1-for-30 reverse split; potential signal of listing compliance/market cap management, with implications for option counts and exercise prices post-adjustment .
- Hedging/Pledging: Prohibited; reduces alignment risks .
- Litigation/class-action headlines: Multiple investor alerts in early 2025 noted in filings, heightening execution and disclosure risk context (company press release listings) (document catalog references).
Say-on-Pay & Peer Benchmarking
- Say-on-Pay: As an emerging growth company until Dec 31, 2024, NMRA was not required to hold say-on-pay/frequency votes; 2025 proxy uses scaled disclosures .
- Compensation Consultant: Alpine retained; peer group and target percentile not disclosed; implies market benchmarking but limited transparency on comparator set and pay positioning .
Expertise & Qualifications
- Academic credentials in neuroscience and finance; IB background provides capital markets savvy for funding clinical programs and managing runway .
- Public company board experience (Metsera) with audit chair duties reinforces governance/financial oversight skills .
Investment Implications
- Alignment: Time-based options and prohibition on hedging/pledging support alignment; clawback policy strengthens accountability. However, potential option repricing could weaken pay-for-performance signals if implemented .
- Retention: 4-year option vest, 9-month severance outside CIC, and 1x salary+bonus with full equity acceleration in CIC indicate meaningful retention, but also create event-driven incentives around transactions; signing bonus with 18-month clawback increases near-term stickiness .
- Trading Signals: Option repricing and reverse split proposals are noteworthy governance/capital structure signals; they may affect dilution dynamics and option overhang, and could precede capital markets actions. Monitoring Form 4s post-grant and post-repricings would be prudent (not provided in current filings) .
- Execution Risk: No revenues and sustained negative EBITDA/CFO underscore dependence on clinical milestones (KOASTAL-2/3, NMRA-511, M4 PAMs, NMRA215 DIO study). Pinto’s financing commentary (runway through 2027) reduces near-term capital pressure, but milestone delivery remains key to valuation inflection .
Overall, Pinto’s package blends fixed cash (higher base, sizable signing bonus) with significant equity optionality and CIC protection, balancing retention with alignment; the proposed option repricing is the principal red flag that could dilute performance sensitivity if approved.
Citations: Biography/roles/age/education ; Metsera outside activity ; Financing runway commentary ; Pipeline/milestone context ; Fixed comp terms ; Option grant/vesting/exercise ; Severance/CIC ; Clawback ; Hedging/pledging policy ; Option repricing and details ; Reverse split ; Performance (financials) table [GetFinancials].