Leadership shift at Minerva Neurosciences (NASDAQ: NERV) as O’Connor joins
Rhea-AI Filing Summary
Minerva Neurosciences, Inc. announced a leadership transition, as longtime executive Geoff Race resigned as President effective March 31, 2026, and Jim O’Connor will become Chief Business Officer and General Counsel effective April 21, 2026.
Under a Settlement Agreement, Minerva will pay Mr. Race his annual salary in lieu of a 12‑month notice period, 12 months of pension contributions, and a pro‑rated 2026 bonus, plus a £30,000 severance payment, 12 months of certain insurance contributions, and reimbursement of legal fees up to £15,000 plus VAT. All of Mr. Race’s outstanding stock options become fully vested as of March 31, 2026, and the exercise period is extended until midnight U.S. Eastern Time on January 1, 2030.
Minerva also entered into a Consultancy Agreement under which Mr. Race will serve as a consultant from April 15, 2026 through April 14, 2027, earning £333 per hour for a minimum of 35 hours per month, and he may be eligible for additional stock options at the Board’s discretion. The company highlighted Mr. Race’s 16‑year contribution and expressed confidence that Mr. O’Connor, who brings more than 20 years of legal and business experience, will support the strategy and the next planned Phase 3 trial of roluperidone for negative symptoms of schizophrenia.
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Insights
Orderly leadership transition with structured severance and consulting, neutral to strategy.
Minerva Neurosciences disclosed a negotiated exit for President Geoff Race, including salary in lieu of notice, pension and bonus elements, plus a defined severance package and extended option exercise window. A one‑year consultancy at £333 per hour for at least 35 hours monthly maintains access to his institutional knowledge.
At the same time, the company is bringing in Jim O’Connor as Chief Business Officer and General Counsel, emphasizing his prior experience raising >$130 million, executing strategic deals, and managing regulatory interactions, including FDA 510(k) clearances and Breakthrough Device Designation. The release links his role to advancing roluperidone through the next planned Phase 3 trial, suggesting continuity of the clinical strategy despite the leadership change.
The combination of ongoing consulting by Mr. Race and O’Connor’s broad legal and business background points to a planned transition rather than abrupt disruption. Future company filings and clinical updates will clarify how this leadership shift aligns with trial execution, financing plans, and eventual commercialization efforts for roluperidone.
8-K Event Classification
Key Figures
Key Terms
Settlement Agreement financial
Consultancy Agreement financial
Phase 3 trial medical
FDA Breakthrough Device Designation regulatory
forward-looking statements regulatory
Private Securities Litigation Reform Act of 1995 regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 30, 2026, Minerva Neurosciences, Inc., a Delaware corporation (the “Company”), Mind-NRG SARL, a wholly-owned subsidiary of the Company (“Mind-NRG”), and Geoffrey Race, President of the Company, entered into a settlement agreement (the “Settlement Agreement”), pursuant to which Mr. Race resigned from his role as President of the Company and as a Director of Mind-NRG, effective March 31, 2026.
Under the Settlement Agreement, the Company agreed to make a payment to Mr. Race, in lieu of the 12-month notice entitlement provided by Mr. Race’s Employment Agreement with Mind-NRG, dated as of August 1, 2016 (as amended by that certain First Amendment to Employment Agreement, effective October 11, 2021), which payment consists of (i) a one-time payment in the amount of his annual salary, (ii) 12-months’ pension contributions and (iii) a pro-rated portion of his 2026 bonus-entitlement. In addition, in consideration of Mr. Race’s execution of a general release of claims and his compliance with the other terms of the Settlement Agreement, the Company agreed to provide Mr. Race with the following separation benefits: (x) a one-time severance payment of £30,000; (y) payments in lieu of 12-months’ private medical insurance contributions and life assurance contributions and (z) reimbursement of Mr. Race’s reasonable legal fees incurred in connection with obtaining advice on the termination of his employment and the terms of the Settlement Agreement, up to a maximum of £15,000 plus VAT. With respect to Mr. Race’s outstanding stock options to purchase shares of common stock of the Company granted pursuant to the Company’s Amended and Restated 2013 Equity Incentive Plan (the “Plan”), the Company agreed to treat all such options as fully vested effective as of March 31, 2026, and to extend the period during which Mr. Race may exercise such options until midnight U.S. Eastern Time on January 1, 2030, after which time the options will lapse and cease to be exercisable.
Also on March 30, 2026, the Company entered into a consultancy agreement (the “Consultancy Agreement”) with Mr. Race. The Consultancy Agreement will commence on April 15, 2026 and continue until April 14, 2027 (the “Consulting Period”), unless earlier terminated by either party upon one month’s prior written notice, or by the Company upon the occurrence of certain termination events, including gross misconduct or material breach by Mr. Race. During the Consulting Period, Mr. Race will be entitled to receive consulting fees in amounts of £333 per hour, for a minimum of 35 hours per month. At the discretion of the Company’s Compensation Committee of the Board of Directors (the “Board”), Mr. Race may be eligible to receive options to acquire shares of common stock of the Company under the Plan.
The foregoing descriptions are a summary of the Settlement Agreement and the Consultancy Agreement and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 2, 2026, the Company issued a press release announcing Mr. Race’s resignation as the Company’s President, effective March 31, 2026, as well as the appointment of James O’Connor as the Company’s Chief Business Officer and General Counsel, effective April 21, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filling.
| Item 8.01. | Other Events. |
Effective April 21, 2026, James O’Connor was appointed by the Board, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, as the Chief Business Officer and General Counsel of the Company.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1† | Settlement Agreement, dated as of March 30, 2026, by and among the Registrant, Mind-NRG SARL and Geoffrey Race | |
| 10.2† | Consultancy Agreement, effective April 15, 2026, by and between the Registrant and Geoffrey Race | |
| 99.1 | Press release dated April 2, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| † | Indicates management contract or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 2, 2026 | MINERVA NEUROSCIENCES, INC. | |||||
| /s/ Frederick Ahlholm | ||||||
| Frederick Ahlholm | ||||||
| Chief Financial Officer | ||||||
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Exhibit 99.1
Minerva Announces Leadership Transition
Jim O’Connor joins as Chief Business Officer and General Counsel
BURLINGTON, Mass., April 2, 2026 (GLOBE NEWSWIRE) — Minerva Neurosciences, Inc. (Nasdaq: NERV), a clinical-stage biopharmaceutical company focused on the development of therapies to treat central nervous system disorders, today announced a leadership transition with the appointment of Jim O’Connor as Chief Business Officer (CBO), effective April 21, 2026, as Geoff Race, the Company’s President, has elected to leave the company. Mr. Race will continue to be involved with Minerva as a consultant.
Mr. Race joined Minerva in 2010 and went on to serve in multiple executive roles including Executive Vice President and Chief Financial Officer, Chief Business Officer, and most recently President. Over his 16 years with the Company, he played a central role in establishing Minerva’s operational, financial, and clinical development foundation.
“We are deeply grateful for Geoff’s exceptional leadership, dedication and foundational contributions,” said Dr. Remy Luthringer, Executive Chairman and Chief Executive Officer of Minerva Neurosciences. “Geoff’s strategic guidance and commitment to our collective vision to improve the lives of patients living with negative symptoms of schizophrenia have shaped the company that Minerva is today. Geoff remains as a valued consultant during the leadership transition. The board of directors and I have complete confidence in Jim O’Connor’s ability to strengthen our mission and help shepherd roluperidone successfully through the next planned Phase 3 trial.”
“I’m honored to join Minerva at such a pivotal stage in its evolution,” said Mr. O’Connor. “The Company’s scientific foundation, combined with a clearly defined clinical path and a strong commitment to addressing significant unmet needs, positions Minerva for meaningful value creation. I look forward to working closely with the leadership team to advance our strategy and execute with the discipline required to deliver our ultimate goal of bringing roluperidone to market for what would be potentially the first FDA-approved therapy to treat the negative symptoms of schizophrenia.”
About Jim O’Connor
Mr. O’Connor brings more than 20 years of legal and business leadership across life sciences, technology, and renewable energy. He most recently served at Axena Health (formerly Renovia) in progressive roles including General Counsel & Chief Operating Officer, General Counsel & Chief Financial Officer, and Interim Chief Executive Officer (CEO), where he led legal, IP, compliance, finance, regulatory, and strategic transactions. His experience includes: negotiating >$130 million in equity and debt financings; a commercial distribution agreement with Exact Sciences that included a $10 million investment; overseeing FDA 510(k) clearance and label expansions for a second-generation device; and achieving FDA Breakthrough Device Designation via a successful appeal. Earlier in his career he spent 12 years with United Technologies Corporation in roles including Vice President & Deputy General Counsel at Carrier and Chief of Staff to the President & CEO of UTC Building & Industrial Systems. He began his career as a corporate associate at Testa, Hurwitz & Thibeault. Mr. O’Connor earned his J.D., cum laude, from Cornell Law School and a B.A., summa cum laude, in Economics from Boston College.
About Minerva Neurosciences
Minerva Neurosciences, Inc. is a clinical-stage biopharmaceutical company focused on developing product candidates to treat CNS diseases. Minerva’s goal is to transform the lives of patients with improved therapeutic options, including roluperidone for negative symptoms of schizophrenia. For more information, please visit the Company’s website.
Forward-Looking Safe Harbor Statement
This press release contains forward-looking statements which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts, reflect management’s expectations as of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include, but are not limited to, statements herein with respect to implied or express statements regarding the anticipated contributions and impact of the executive appointment, and Minerva’s expectations and plans for the successful conduct of its next planned Phase 3 trial. These forward-looking statements are based on our current expectations and may differ materially from actual results due to a variety of factors including, without limitation, Minerva’s future financial performance and position may not improve, resulting in difficulties in implementing Minerva’s business strategy, and plans and objectives for future operations; the expected sufficiency of Minerva’s existing cash resources and runway may not be accurate resulting in the need for additional financing sooner than anticipated or unexpected liquidity constraints; the internal and external costs required for Minerva’s ongoing and planned activities, and the resulting impact on expense and use of cash, may be higher than expected, which may cause the company to use cash more quickly than expected or to change or curtail some of Minerva’s plans or both; trials and studies may be delayed and may not have satisfactory outcomes, and earlier trials and studies may not be predictive of later trials and studies; the design and rate of enrollment for clinical trials, including the current design of the confirmatory Phase 3 trial evaluating roluperidone may not enable successful completion of the trial(s); the commercial opportunity for roluperidone in negative symptoms of Schizophrenia may be smaller than anticipated; Minerva may be unable to obtain and maintain regulatory approvals; Minerva may experience uncertainties inherent in the initiation and completion of clinical trials and clinical development; the need to align with collaborators or partners may hamper or delay development and regulatory efforts or increase costs; uncertainties of patent protection and litigation; general economic conditions; and other factors that are described under the caption “Risk Factors” in Minerva’s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 11, 2026. Copies of reports filed with the SEC are posted on Minerva’s website at http://ir.minervaneurosciences.com/. The forward-looking statements in this press release are based on information available to the Company as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements, except as required by law.
Contacts:
Investor inquiries:
Frederick Ahlholm
Chief Financial Officer
Minerva Neurosciences, Inc.
info@minervaneurosciences.com
Corey Davis, Ph.D.
LifeSci Advisors, LLC
212-915-2577
cdavis@lifesciadvisors.com