Kristina Burow
About Kristina Burow
Kristina Burow, age 50, is an independent Class I director of Neumora Therapeutics (NMRA) who has served on the board since January 2020; her current term expires at the 2027 annual meeting . She is a Managing Director at ARCH Venture Partners (since November 2011) and previously held roles at Novartis BioVenture Fund and the Genomics Institute of the Novartis Research Foundation . She holds a B.S. in Chemistry (UC Berkeley), an M.A. in Chemistry (Columbia), and an M.B.A. (University of Chicago Booth) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ARCH Venture Partners | Managing Director | Nov 2011–present | Leads investments in biotech; co-founded multiple portfolio cos. |
| Novartis BioVenture Fund | Associate | Prior to 2011 | Early-stage investing |
| Genomics Institute of the Novartis Research Foundation | Early employee | Prior to 2011 | Early genomics platform experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boundless Bio (public) | Director | Since Feb 2018 | Public biotech board experience |
| Beam Therapeutics (public) | Director | Since Jun 2017 | Gene-editing exposure |
| Scholar Rock (public) | Director | Since 2014 | Public biotech board |
| Orbital Therapeutics (private) | Co-founder, Director | Since Apr 2022 | Company builder experience |
| Autobahn Therapeutics (private) | Director | Since Feb 2018 | CNS exposure |
| Mirador, Metsera, Tenvie (private) | Director | Current | Portfolio governance |
| Prior: Gossamer Bio (public) | Director | 2018–Aug 2023 | Prior public board |
| Prior: UNITY Biotechnology (public) | Director | 2013–Mar 2022 | Aging biology |
| Prior: Metacrine (public) | Director | May 2015–Feb 2022 | Metabolic disease |
| Prior: Sienna Biopharmaceuticals (public) | Director | 2015–Dec 2019 | Dermatology |
| Prior: Vir Biotechnology (public) | Director | Jan 2017–Sep 2020 | Infectious disease |
| Prior: Receptos (public) | Co-founder, Director (acquired by Celgene) | Prior | Value creation via M&A |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except CEO/Chair are independent; Burow is independent under Nasdaq rules . |
| Committee assignments (current) | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) . |
| Committee changes | Former Audit Committee member; no longer serves as of Apr 1, 2025 . |
| Meeting attendance (2024) | Board met 5x; Audit 4x; Compensation 5x; N&CG 2x; each director attended ≥75% of applicable meetings . |
| Board leadership | CEO also serves as Chairman; no lead independent director identified in the filing; independent directors meet in regular executive sessions . |
| Compensation consultant | Compensation Committee retains Alpine Rewards; assessed independent; no conflicts identified . |
Fixed Compensation
| Component | Program Terms (as amended Mar 2024) | Citation |
|---|---|---|
| Annual board retainer (cash) | $45,000 | |
| Lead independent director | $25,000 | |
| Audit Chair / Member | $20,000 / $10,000 | |
| Compensation Chair / Member | $15,000 / $7,500 | |
| Nominating & Gov. Chair / Member | $10,000 / $5,000 | |
| Cash-to-RSU election | Directors may elect to convert retainer to fully vested RSUs (settlement deferrable) |
| 2024 Director Compensation (Actual) | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Kristina Burow | 75,000 | 199,995 | 218,260 | 493,255 |
Performance Compensation
| Equity Program | Terms | Citation |
|---|---|---|
| Initial Grant (pre-Mar 2025 policy) | Option + RSUs; $725,000 aggregate fair value; options vest monthly over 3 years; RSUs vest over 3 years annually | |
| Annual Grant (pre-Mar 2025 policy) | Option + RSUs; $400,000 aggregate; both vest on earlier of 1-year anniversary or next AGM | |
| Policy update (Mar 2025) | Initial Grant: option to purchase 160,000 shares; Annual Grant: option to purchase 80,000 shares; vesting as above | |
| CIC treatment | All outstanding equity held by non-employee directors vests in full upon change in control |
| Director Equity Awards/Positions (as of 12/31/2024) | Options Held (count) | RSUs Held (count) |
|---|---|---|
| Kristina Burow | 75,026 | 20,100 |
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Revenue/EBITDA/TSR/ESG metrics | Not disclosed for directors; director equity is time-based vesting (no performance conditions) |
Other Directorships & Interlocks
- Significant shareholder ties: Entities affiliated with ARCH Venture Partners owned 31,932,138 shares (19.7%) as of April 10, 2025; Burow is an ARCH Managing Director and ARCH designated her to NMRA’s Board . Paul Berns (CEO/Chair) is also a Managing Director at ARCH .
- Amgen (21.9% holder) has agreements with NMRA and an Amgen designee (David Piacquad) on the Board .
| Related-Party/Interlock | Details |
|---|---|
| BlackThorn milestone issuance | In Dec 2023, NMRA issued 6,072,445 shares and $2.3M cash on milestone; ARCH-affiliated entities received 1,879,654 shares; Burow was designated to the Board by ARCH . |
| Investors’ Rights Agreement | NMRA is party to an IRA with certain holders including entities affiliated with directors . |
Expertise & Qualifications
- Deep biotech company-building and venture investing experience; co-founded Orbital Therapeutics and Receptos (acquired by Celgene) .
- Public company governance across multiple therapeutics modalities (gene editing, infectious disease, CNS) .
- Advanced scientific training (Chemistry) and MBA; relevant to capital allocation and R&D oversight .
Equity Ownership
| Holder | Outstanding Shares | Options/RSUs within 60 days | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Kristina Burow | 31,959,755 (incl. ARCH-affiliated) | 25,808 options | 31,985,563 | 19.8% |
Notes:
- Burow’s direct holdings include 27,617 shares; large position reflects affiliations with ARCH; she disclaims beneficial ownership of ARCH shares except to the extent of pecuniary interest .
- Company policy prohibits hedging, short sales, derivatives on company stock, margin purchases, and pledging by directors .
Additional Governance Policies and Signals
- Clawback: Policy compliant with SEC/Nasdaq rules; applies to executive officers for incentive-comp tied to financial reporting measures .
- Option Repricing Proposal (2025 AGM): Includes non-employee directors; 518,996 director options eligible, weighted average exercise price $10.00; if approved, exercise prices reset to the closing price on May 28, 2025, with a “reversion” to original price upon early exercise/termination before Aug 13, 2026 . Company rationale cites underwater options post clinical setback .
| Eligible Options (as of 4/1/2025) | Range of Exercise Prices | Shares Eligible | Wtd Avg Exercise | Wtd Avg Remaining Term |
|---|---|---|---|---|
| Non-Employee Directors | $2.51–$17.00 | 518,996 | $10.00 | 7.8 years |
Governance Assessment
-
Strengths
- Independent status; active committee leadership as Compensation Chair and membership on Nominating & Governance .
- Strong attendance (≥75% of 2024 meetings at board/committee level) .
- Robust insider trading/hedging/pledging prohibitions; presence of an SEC/Nasdaq-compliant clawback policy .
-
Watch items
- Significant affiliated ownership via ARCH (19.7%); Burow is ARCH MD and was designated to the Board by ARCH; CEO/Chair is also ARCH MD—potential influence concentration and perceived conflicts in capital allocation, M&A, and compensation decisions .
- CEO also serves as Board Chair and no lead independent director identified—heightens need for effective committee leadership and rigorous executive sessions .
-
RED FLAGS
- Option Repricing includes non-employee directors; while designed to restore incentive value post drawdown, repricing director awards can be viewed as shareholder-unfriendly without strong justification and safeguards (albeit with a reversion feature before Aug 13, 2026) .
- Related-party context: ARCH-affiliated entities received BlackThorn milestone shares; underscores necessity for rigorous related-party review and recusals in transactions touching ARCH interests .
-
Director Pay & Alignment
- 2024 total comp $493,255 (approx. 85% equity by grant-date fair value), with time-based vesting; equity-centric mix supports alignment, but inclusion in option repricing could dilute perceived pay-for-performance rigor for directors .
-
Shareholder Rights/Feedback
- As of 2024, NMRA was an EGC and not required to conduct say‑on‑pay; investors may have limited historical say-on-pay signals; future engagements may be important given repricing and ownership structure .
Overall implication for investors: Burow brings deep biotech governance and capital allocation expertise and is an active committee leader, but ARCH affiliations (with substantial ownership and multiple insiders connected to ARCH) and the inclusion of directors in an option repricing warrant close monitoring of independence safeguards, recusals, and the Compensation Committee’s posture on director pay structures to preserve investor confidence .