Form 4: Neumora Therapeutics CFO Michael Milligan Receives and Reprices Stock Options
SEC Form 4
Michael Lee Milligan, CFO of Neumora Therapeutics, received new stock options and had existing stock options repriced at $1.69 per share on February 13, 2025, subject to stockholder approval.
Summary
- On February 13, 2025, Michael Lee Milligan, the CFO of Neumora Therapeutics, was granted new stock options and had existing stock options repriced.
- The new options granted totaled 400,000 shares with an exercise price of $1.69 per share.
- Existing stock options for 85,391, 38,234, 28,675, and 41,250 shares were repriced to an exercise price of $1.69 per share.
- The repricing is subject to stockholder approval and Milligan's continued service through August 13, 2026.
- The options vest 25% on the first anniversary of their respective Vesting Commencement Dates, and then 1/48th monthly thereafter, fully vesting on the fourth anniversary.
Sentiment
Score: 6
Explanation: The sentiment is neutral. It's a standard executive compensation update. The repricing could be seen as slightly positive if it incentivizes the CFO, but it also suggests the stock price may have underperformed, necessitating the repricing.
Positives
- The repricing of stock options could incentivize the CFO to improve company performance.
- The vesting schedule encourages long-term commitment from the CFO.
Risks
- The repricing is contingent on stockholder approval, which is not guaranteed.
- If stockholder approval is not obtained, the repricing will be void and the terms of each repriced option shall continue to be subject to its original terms and conditions.
Future Outlook
The document does not contain explicit forward-looking statements beyond the vesting and expiration dates of the options and the condition of stockholder approval for the repricing.
Industry Context
Option grants and repricings are common practices in the pharmaceutical industry to incentivize and retain key executives, aligning their interests with those of the shareholders.
Comparison to Industry Standards
- Stock option grants are a standard component of executive compensation packages in the biotech industry, often used to attract and retain talent.
- Repricing of options can occur when a company's stock price has declined significantly, as it restores the incentive value of the options.
- Companies like Amgen, Biogen, and Vertex Pharmaceuticals also utilize stock options as part of their executive compensation plans.
Stakeholder Impact
- Shareholders will be impacted by the potential dilution from the exercise of these options.
- Employees may be affected by the CFO's performance, which is incentivized by these options.
Next Steps
- The company needs to obtain stockholder approval for the option repricing.
- Milligan must remain in service through August 13, 2026, for the repricing to remain in effect.
Key Dates
| Date | Description |
|---|---|
| December 20, 2021 | Vesting Commencement Date for some of the options being repriced. |
| February 1, 2023 | Vesting Commencement Date for some of the options being repriced. |
| June 30, 2023 | Vesting Commencement Date for some of the options being repriced. |
| February 14, 2024 | Vesting Commencement Date for some of the options being repriced. |
| February 13, 2025 | Date of option grant and repricing. |
| August 13, 2026 | Date until which the Reporting Person must remain in service for the Repricing to remain in effect. |
| January 27, 2032 | Expiration date for some of the options being repriced. |
| February 17, 2033 | Expiration date for some of the options being repriced. |
| June 23, 2033 | Expiration date for some of the options being repriced. |
| February 14, 2034 | Expiration date for some of the options being repriced. |
| February 13, 2035 | Expiration date for the new options granted. |
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