Paul L. Berns
About Paul L. Berns
Paul L. Berns, 58, is Co‑Founder of Neumora Therapeutics and has served as Chief Executive Officer and Chairman since February 2025; previously Executive Chairman (July 2023–Feb 2025), CEO (Nov 2019–July 2023), and Chairman (Jan 2020–July 2023). He holds a B.S. in Economics from the University of Wisconsin and is a Managing Director at ARCH Venture Partners (joined as Venture Partner in Aug 2018) . The Board currently combines the CEO and Chair roles under Berns and deems the structure appropriate; all other directors are independent under Nasdaq rules and meet in regular executive sessions . 2025 context: following the KOASTAL‑1 study miss, the Board proposed an option repricing to restore retention incentives, highlighting execution risk/volatility in the near term .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Anacor Pharmaceuticals | President, CEO & Chairman | — | Company acquired by Pfizer in 2016 |
| Allos Therapeutics | President & CEO | — | Company acquired by Spectrum Pharmaceuticals |
| Bone Care International | President & CEO | — | Company acquired by Genzyme Corporation |
| Abbott Laboratories | VP & GM, Immunology/Oncology/Pain BU | — | Senior operating leadership at large-cap pharma |
| BASF Pharmaceuticals/Knoll | Vice President, Marketing | — | Business acquired by Abbott in 2001 |
| Bristol‑Myers Squibb | Various senior roles | — | Early senior management experience |
External Roles
| Organization | Capacity | Years | Notes |
|---|---|---|---|
| ARCH Venture Partners | Managing Director (joined as Venture Partner Aug 2018) | 2018–present | Venture leadership; potential related-party considerations via ARCH holdings |
| Metsera, Inc. | Director; Co‑Founder | — | Public company board |
| UNITY Biotechnology | Director | — | Public company board |
| Various private companies | Director | — | Multiple private boards |
Fixed Compensation
| Component | 2024 (Executive Chairman) | Notes | 2025 (CEO/Chair) | Notes |
|---|---|---|---|---|
| Base Salary ($) | 470,000 | 2024 base disclosed in SCT and narrative | 700,000 | Per Feb 2025 Executive Employment Agreement |
| Target Cash Bonus (% of salary) | 60% | Under Executive Chairman Agreement and 2024 bonus program | 60% | Per Executive Employment Agreement |
| Actual Annual Bonus ($) | 253,800 | Based on 2024 corporate goals (see below) | — | 2025 not yet disclosed |
| All Other Compensation ($) | 11,130 | 401(k) match $10,350 + electronics allowance $780 | — | Not disclosed |
Performance Compensation
- 2024 annual bonus framework: For Berns, bonus based 100% on corporate goals; Compensation Committee assessed 2024 corporate goal achievement at 85% and exercised discretion to pay at 90% of target .
- Equity program emphasizes options and RSUs with time-based vesting; 2025 CEO grant meaningfully increases option leverage at a depressed strike post-2025 drawdown .
2024 Bonus Outcome
| Metric | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Corporate goals (undisclosed components) | 100% (Berns) | 100% | 90% of target (committee adjusted) | $253,800 paid (SCT) |
Key Equity Grants and Vesting
| Grant Date | Award Type | Shares/Units | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| Feb 14, 2024 | Stock Options | 342,500 | $18.07 | 25% on 1st anniversary; monthly thereafter (48 months) | Feb 13, 2034 (from OEA table) |
| Feb 14, 2024 | RSUs | 171,250 | — | 25% annually over 4 years | — |
| July 3, 2023 (grant) | Stock Options | 955,864 (allocated: 338,535 exc.; 617,329 unexc. at 12/31/24) | $6.36 | 25% on July 3, 2024; monthly thereafter | June 27, 2033 |
| Feb 1, 2022 | Stock Options | 497,049 (352,076 exc.; 144,973 unexc. at 12/31/24) | $4.63 | 25% after 1 year; monthly thereafter | Jan 26, 2032 |
| Feb 13, 2025 | Stock Options | 2,000,000 | $1.69 | 25% on Feb 13, 2026; monthly thereafter | — |
Note: OEA table shows additional historical option lots; vesting schedules follow standard 4‑year patterns unless noted .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares owned (direct) | 7,675,857; all vested within 60 days of April 10, 2025; 0 subject to repurchase |
| Options exercisable within 60 days | 1,067,963 |
| Total beneficial ownership | 8,743,820 shares; 5.4% of outstanding (based on 161,747,922 shares outstanding) |
| Hedging/pledging | Company policy prohibits hedging and pledging, and margin purchases, for all insiders |
| Ownership guidelines | Not disclosed in the proxy; not found |
Employment Terms
- Executive Employment Agreement (Feb 2025): Base $700,000; target bonus 60%; granted 2,000,000 options at $1.69 with 4‑year vesting (25% after 1 year, then monthly) .
- Severance (non‑CIC): If terminated without cause or resigns for good reason outside the CIC window, eligible for 12 months base salary, target bonus, and up to 12 months healthcare/Cobra .
- Severance (CIC double‑trigger): If such termination occurs within the window from 3 months prior to through 18 months after a change in control, eligible for 2x base salary, 2x target bonus, up to 2 years healthcare/Cobra, and full acceleration of all equity awards; subject to release .
- Prior Executive Chairman Agreement (July 2023): Base $450,000; 60% target bonus; 955,864 options at $6.36; single‑trigger full acceleration upon change in control under that prior agreement (superseded in 2025) .
Board Governance
- Board class/tenure: Berns is a Class III director; term expires at the 2026 annual meeting; director since 2020 .
- Independence: All directors except Berns are independent under Nasdaq rules; Audit, Compensation, and Nominating/Governance committees are fully independent .
- Committees: Compensation Committee members are Kristina Burow (Chair), Matthew Fust, and Alaa Halawa; uses independent consultant Alpine (no conflicts found) .
- Attendance: In 2024, Board met 5 times; each director attended at least 75% of Board/committee meetings .
- CEO/Chair dual role: Board permits combining roles and currently combines them under Berns; may appoint a Lead Independent Director if needed .
Related‑Party and Special Items
- ARCH and Amgen: ARCH entities own 19.7% and Amgen owns 21.9% of common stock; ARCH-affiliated director on the Board; Amgen has licensing/collaboration agreements and board designation rights while owning ≥10% .
- BlackThorn milestone: In Dec 2023, contingent consideration included $601,538 cash to Berns related to pre‑merger equity vested at BlackThorn; ARCH received 1,879,654 shares; settlements generally in cash or stock per agreement .
- Clawback: SEC/Nasdaq‑compliant clawback adopted Sept 14, 2023 for incentive comp tied to financial reporting measures over the lookback period .
- Option repricing proposal (2025 AGM): Board seeks approval to reprice certain underwater options after KOASTAL‑1 miss; early exercise or termination before Aug 13, 2026 would reset repriced options to original higher strike, enhancing retention .
Performance & Track Record
- Neumora events: KOASTAL‑1 primary endpoint miss in 2025 led to significant stock price decline and retention concerns; underpinning the option repricing rationale .
- Prior value‑creation record: Led three biopharma companies through acquisitions (Anacor→Pfizer, Allos→Spectrum, Bone Care→Genzyme), demonstrating serial M&A outcomes .
Director Compensation (context)
- Non‑employee director program: $45,000 annual retainer; additional committee fees; equity mix of options and RSUs under Initial ($725k FV) and Annual ($400k FV) grants with standard vesting; March 2025 update sets Initial option at 160,000 shares and Annual option at 80,000 shares; full vest on change in control .
- 2024 director pay (examples): Total ranged ~$467k–$493k per director; includes RSUs and options valued under ASC 718 .
Compensation Structure Analysis
- Mix and leverage: 2024 pay for Berns included significant option value ($4.82M) and RSUs ($3.09M), indicating high equity-at‑risk; 2025 CEO grant of 2.0M options at $1.69 further increases upside leverage if execution improves .
- Shift in terms: Transition from Executive Chairman (single‑trigger CIC acceleration) to CEO (double‑trigger CIC with full acceleration plus 2x salary/bonus) aligns with market norms but increases potential parachute cost .
- Discretionary adjustments: Committee uplifted 2024 corporate bonus result from 85% to 90%, a modest discretionary positive adjustment .
- Retention actions: Proposed option repricing is a notable governance flag for some investors but is explicitly framed as a retention tool following program setbacks; features guardrails that revert strike if exercised/terminated before Aug 13, 2026 .
Equity Ownership & Alignment Details
| Holder | Shares Outstanding Owned | Options Exercisable ≤60 days | Total Beneficial | Ownership % |
|---|---|---|---|---|
| Paul L. Berns | 7,675,857 | 1,067,963 | 8,743,820 | 5.4% |
| Shares outstanding basis | 161,747,922 | — | — | — |
- Footnote: All 7,675,857 Berns shares were vested within 60 days of April 10, 2025; 0 subject to repurchase .
Employment Terms (Severance & CIC) Summary
| Scenario | Cash | Bonus | Healthcare | Equity |
|---|---|---|---|---|
| Termination without cause / for good reason (outside CIC window) | 12 months base salary | Target bonus | Up to 12 months COBRA/reimbursements | No automatic acceleration disclosed |
| Termination within CIC window (3 months pre‑ to 18 months post‑CIC) | 2x base salary | 2x target bonus | Up to 2 years COBRA/reimbursements | Full acceleration of all equity awards |
Investment Implications
- Alignment and upside: Berns’ 5.4% beneficial stake and large, low‑strike 2025 option grant enhance alignment with equity holders and amplify sensitivity to pipeline/value inflections .
- Retention and overhang: The Board‑proposed option repricing and sizeable unvested options indicate a strong focus on retention after KOASTAL‑1; however, repricing and potential equity overhang may be governance and dilution concerns for some investors .
- Selling pressure windows: Time‑based vesting (annual cliffs for RSUs; monthly for options) creates recurring liquidity windows that can coincide with insider trading plans, potentially adding technical pressure around vest dates; the company’s hedging/pledging prohibitions mitigate misalignment risk .
- Downside protections: Double‑trigger CIC with full acceleration and 2x cash provides robust downside protection for the CEO, which can be retention‑positive but increases parachute exposure in strategic scenarios .
- Governance: Combined CEO/Chair role is balanced by a fully independent committee structure and regular executive sessions; continued monitoring of independence/lead director usage is warranted given dual role and related‑party dynamics (ARCH/Amgen) .