Jude Onyia
Voyager TherapeuticsAbout Jude Onyia
Jude Onyia, Ph.D., is a Class III director of Voyager Therapeutics and the Chief Scientific Officer of Neurocrine Biosciences. He joined Voyager’s board effective February 23, 2023 as Neurocrine’s designee under an investor agreement; age 61 as of April 7, 2025. He holds a B.S. in forest biology (SUNY ESF) and a Ph.D. in cell and molecular biology (SUNY Health Science Center at Syracuse), with prior roles as CSO at Capsida and leadership positions at Eli Lilly (Biotechnology Discovery Research) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eli Lilly and Company | Vice President, Biotechnology Discovery Research; various roles | 1995–2021 | Led biotechnology discovery; senior R&D leadership |
| Capsida Biotherapeutics | Chief Scientific Officer | Jun–Nov 2021 | Gene therapy platform leadership |
External Roles
| Organization | Role | Tenure | Interlocks/Notes |
|---|---|---|---|
| Neurocrine Biosciences, Inc. | Chief Scientific Officer (leads discovery and non-clinical development) | Since Nov 2021 | Neurocrine is a 15.5% Voyager holder and major collaborator; designated Onyia to Voyager’s board via investor agreement |
Board Governance
- Independence: The board determined all current members except Alfred Sandrock and Jude Onyia are independent; Onyia is not independent due to his executive role at Neurocrine and designation under the investor agreement .
- Committee memberships: Member, Science and Technology Committee (S&T). Chairs are: S&T Chair Steven Hyman; Audit Chair Michael Higgins; Compensation Chair Nancy Vitale; Nominating Chair James Geraghty .
- Attendance: The board held six meetings in 2024; all directors attended at least 75% of Board and committee meetings during their service period .
- Board leadership: Separate Chair (Michael Higgins) and CEO roles, enhancing independent oversight .
Fixed Compensation
| Component | 2024 Amount | 2023 Amount | Notes |
|---|---|---|---|
| Annual cash retainer | $40,000 | $34,000 (prorated for service starting Feb 23, 2023) | Policy is $40,000; proration applied in 2023 |
| Committee cash fees | $5,000 (S&T member) | $4,250 (S&T member, prorated) | Per policy: S&T member $5,000; chair $10,000 |
| Total cash (reported) | $45,000 | $38,250 | Summation of retainer + committee |
Performance Compensation
| Equity Instrument | Grant Date | Shares/Options | Grant-Date Value | Vesting | Exercise Price / Terms |
|---|---|---|---|---|---|
| Annual stock option (director policy) | Date of annual meeting | Up to 24,000 options (since June 2024 policy change) | Value depends on fair value at grant | Vests fully by next annual meeting or 1-year anniversary | Fair market value on grant date; no repricing without stockholder approval |
| Initial stock option (on appointment) | Feb 23, 2023 | 44,000 options (policy in effect in 2023) | Reported director grant value $414,071 (2023 total options value) | Vests quarterly over 4 years | FMV at grant; quarterly vest schedule |
| Form 4 option award | Jun 5, 2024 (filed Jun 7, 2024) | 24,000 options | SEC filing; transaction price $8.70 | Director annual grant consistent with policy | “Stock Option (Right to Buy)” |
| Form 4 option award | Jun 3, 2025 (filed Jun 4, 2025) | 24,000 options | SEC filing; transaction price $3.28 | Director annual grant consistent with policy | “Stock Option (Right to Buy)” |
- Metrics tied to director compensation: None disclosed; director equity awards are time-based. Company-wide clawback policy adopted Oct 2, 2023 applies to incentive-based compensation (Nasdaq Rule 5608) .
Other Directorships & Interlocks
| Entity | Relationship to Voyager | Detail |
|---|---|---|
| Neurocrine Biosciences, Inc. | 15.5% shareholder; strategic collaborator | Upfront payment ~$136.0M and ~$39.0M equity purchase (4,395,588 shares) in Feb 2023; GBA1 collaboration with up to $985M in milestones plus royalties. Neurocrine’s investor agreement grants board designation right (Onyia). Voyager recognized $60.1M revenue from Neurocrine in 2024 and $4.9M in Q1 2025 |
Expertise & Qualifications
- Scientific leadership: 25+ years across large pharma and biotech; R&D and nonclinical development leadership; CSO experience .
- Education: B.S. in forest biology; Ph.D. in cell and molecular biology .
- Board-relevant expertise: Gene therapy, discovery biology, neuroscience; No disclosure as “financial expert” (Audit chair identified separately) .
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Common shares (direct) | 2,910 | Directly held |
| Options (total) | 70,750 | 26,750 vest within 60 days of Apr 7, 2025 |
| Total beneficial ownership | 73,660 | Less than 1% of outstanding shares |
Fixed vs Equity Compensation – Year-over-Year Mix
| Metric | 2023 | 2024 |
|---|---|---|
| Cash fees | $38,250 | $45,000 |
| Option awards (grant-date value) | $414,071 | $144,000 |
| Total director comp | $452,321 | $189,000 |
Observation: Equity grant values decreased materially in 2024 versus 2023; policy updated in June 2024 to 24,000 annual options and 48,000 initial options, with one-year full vest for annual grants .
Governance Assessment
- Independence and potential conflicts: Onyia is a non-independent director designated by Neurocrine, a major shareholder and strategic collaborator with material revenue and program rights. This presents interlock and related-party exposure; however, the arrangement is transparently disclosed, with conditions for Neurocrine’s designation right and standard director compensation alignment .
- Committee effectiveness: Placement on the Science and Technology Committee aligns with his technical expertise; absence from Audit/Compensation mitigates risk of undue influence on financial oversight and executive pay .
- Attendance and engagement: Met the ≥75% attendance threshold in 2024, indicating baseline engagement .
- Director pay discipline: Non-employee director compensation capped by equity plan; grants are at FMV and subject to strong governance features (no repricing, cashless evergreen removal) in the 2025 Stock Incentive Plan .
RED FLAGS
- Non-independence and investor-designee status from a 15.5% holder and collaborator (Neurocrine), combined with significant related-party revenues, elevates conflict risk. Monitoring is warranted for: committee placement (kept to S&T), voting on Neurocrine-related matters, and continuing director independence posture .
- Related-party transactions are material and ongoing; ensure Audit Committee reviews related-party dealings per charter and that recusal policies are enforced for conflicted directors .
Insider Transactions (Form 4)
| Filing Date | Transaction Date | Type | Securities | Price | Ownership After | SEC Link |
|---|---|---|---|---|---|---|
| 2025-06-04 | 2025-06-03 | Award (Option) | 24,000 options | $3.28 | 24,000 options (director position) | https://www.sec.gov/Archives/edgar/data/1640266/000110465925056565/0001104659-25-056565-index.htm |
| 2024-06-07 | 2024-06-05 | Award (Option) | 24,000 options | $8.70 | 24,000 options (director position) | https://www.sec.gov/Archives/edgar/data/1640266/000110465924069664/0001104659-24-069664-index.htm |
Related Party Transactions
- Neurocrine collaborations: Voyager recognized $60.1M revenue in 2024 and $4.9M in Q1 2025; receivables of ~$0.7M at FY2024 and $0.6M at Mar 31, 2025. 2023 collaboration included a ~$136.0M upfront and ~$39.0M equity purchase (4,395,588 shares at $8.88/share). Onyia’s appointment was tied to Neurocrine’s investor designation right .
Director Compensation Policy (Current)
- Cash: $40,000 annual retainer; committee fees: Audit $8,000/$16,000, Compensation $6,000/$12,500, S&T $5,000/$10,000, Nominating $5,000/$10,000 .
- Equity: Initial grant up to 48,000 options (4-year quarterly vest); annual grant up to 24,000 options (vests in full by next annual meeting or 1-year anniversary). Grants at FMV; no repricing without stockholder approval; director compensation capped under 2025 plan .
Notes on Policies and Controls
- Clawback: Compensation recovery policy (Nasdaq 5608-compliant) adopted Oct 2, 2023 .
- Insider trading: Prohibits hedging and pledging, with limited exceptions; many executives use 10b5-1 instructions for RSU tax withholding .