Matthew Fust
About Matthew Fust
Independent director at Neumora Therapeutics (NMRA) since December 2020; age 60. Former CFO of Onyx Pharmaceuticals (2009–2013), Jazz Pharmaceuticals (2003–2008), Perlegen Sciences (2002–2003), and SVP/CFO of ALZA (1996–2002). MBA from Stanford GSB; BA from the University of Minnesota. The Board determined he is independent and its designated Audit Committee financial expert; he currently chairs the Audit Committee and serves on the Compensation Committee. Attendance met the company’s ≥75% threshold in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onyx Pharmaceuticals | Chief Financial Officer; later EVP, Finance (post-acquisition) | 2009–2013; EVP through Jan 2014 | Led finance through sale to Amgen; seasoned public company CFO experience |
| Jazz Pharmaceuticals | Chief Financial Officer | 2003–2008 | Built public-company finance function |
| Perlegen Sciences | Chief Financial Officer | 2002–2003 | Private biotech finance leadership |
| ALZA Corporation | SVP & Chief Financial Officer | 1996–2002 | Large-cap pharma finance and controls |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Ultragenyx Pharmaceutical | Director | Current (since 2014) | Public biotech board service |
| Atara Biotherapeutics | Director | Current (since 2014) | Public biotech board service |
| Crinetics Pharmaceuticals | Director | Current (since Feb 2018) | Public biotech board service |
| Dermira | Director | Former (2014–Feb 2020) | Public biotech; acquired Feb 2020 |
| MacroGenics | Director | Former (2014–May 2020) | Public biotech board service |
| BlackThorn Therapeutics | Director | Former (Aug 2017–Jun 2020) | Private; later acquired by Neumora in 2020 |
Board Governance
- Board class/term: Class III director; current term expires at the 2026 annual meeting. Age 60. Director since 2020.
- Independence: Independent under Nasdaq standards.
- Committee assignments: Audit Committee (Chair); Compensation Committee (Member). Not on Nominating & Corporate Governance.
- Financial expert: Designated “audit committee financial expert” with requisite financial sophistication.
- Attendance: In 2024, each director attended at least 75% of Board and relevant committee meetings; Board met 5x; Audit 4x; Compensation 5x; Nominating 2x.
- Executive sessions: Independent directors meet in regularly scheduled executive sessions.
Fixed Compensation (Director)
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual cash retainer | $45,000 | Standard non-employee director retainer |
| Audit Committee Chair fee | $20,000 | Chair additional cash compensation |
| Compensation Committee Member fee | $7,500 | Member additional cash compensation |
| Total 2024 cash fees (actual) | $72,500 | Matches reported fees earned in 2024 |
Performance Compensation (Director)
| Equity Type | 2024 Grant Date Fair Value (USD) | Vesting/Terms |
|---|---|---|
| RSUs | $199,995 | Annual program; time-based vesting per Director Compensation Program |
| Stock Options | $218,260 | Annual program; time-based vesting; exercise price at grant FMV |
Program features and changes:
- Standard “Initial Grant” (as amended Mar 2024) targeted $725,000 aggregate value split between options and RSUs; “Annual Grant” targeted $400,000 aggregate split; both time-based vesting.
- March 2025 amendment shifted structure to fixed-count options only: Initial Grant = 160,000 options; Annual Grant = 80,000 options; time-based vesting; full vesting upon change in control for non-employee directors.
- Non-employee directors are included in the company-wide proposed one-time option repricing (subject to shareholder approval): 518,996 director options outstanding; weighted average exercise price ~$10.00; would reset to the closing price on May 28, 2025, with a reversion to original strike if exercised or if service terminates before Aug 13, 2026.
Performance metrics tied to director pay:
- None disclosed; director equity is time-based, not performance-based.
Other Directorships & Interlocks
- Current public boards: Ultragenyx, Atara, Crinetics (see External Roles).
- Compensation Committee interlocks: None reported in 2024.
Expertise & Qualifications
- Deep public-company CFO experience (Onyx, Jazz, ALZA) and extensive biotech board experience (Ultragenyx, Atara, Crinetics).
- Audit Committee financial expert designation by the Board.
- Education: BA (University of Minnesota); MBA (Stanford GSB).
Equity Ownership
| Metric | Amount | Basis Date/Notes |
|---|---|---|
| Beneficially owned shares (total) | 113,388 | All from options exercisable within 60 days; <1% of outstanding shares |
| % of shares outstanding | <1% | Based on 161,747,922 shares outstanding (Apr 10, 2025) |
| Options exercisable within 60 days | 113,388 | As of Apr 10, 2025 |
| RSUs held (12/31/2024) | 20,100 | Position snapshot as of year-end 2024 |
| Options held (12/31/2024) | 141,959 | Position snapshot as of year-end 2024 |
Governance policies affecting alignment:
- Prohibition on hedging, pledging, short sales, and derivatives for directors under the Insider Trading Compliance Policy.
Governance Assessment
Key positives:
- Strong audit oversight credentials: chair of Audit Committee; designated financial expert; extensive CFO background—supports robust financial reporting oversight.
- Independence and engagement: independent status; committee leadership; attendance met required thresholds.
- Conservative trading/ethics framework: robust prohibitions on hedging/pledging; SEC-compliant clawback policy (for executives) is in place, supporting investor protections.
Watch items / potential red flags:
- Option repricing includes non-employee directors: 518,996 director options are eligible, resetting strikes to market with a “reversion” feature if exercised or if service ends before Aug 13, 2026; while intended to restore incentive value post drawdown, investors often view director repricing as a governance-negative unless clearly justified and narrowly scoped.
- Related-party exposure (legacy): Cash of $132,481 paid to Mr. Fust in Dec 2023 tied to BlackThorn acquisition milestone as contingent consideration for prior BlackThorn service—appropriately disclosed but should be monitored for appearance of conflicts.
- Accelerated vesting on change-in-control for directors: full vesting can diminish alignment if transactions are pursued; common in biotech but can be scrutinized by some holders.
Compliance and interlocks:
- No Compensation Committee interlocks; independent compensation consultant (Alpine) determined free of conflicts.
Note on say-on-pay and EGC status:
- The company was an emerging growth company through Dec 31, 2024 and thus did not hold advisory votes on executive compensation during that period.