[DEF 14A] Nuvalent, Inc. Definitive Proxy Statement
Rhea-AI Filing Summary
Nuvalent, Inc. is holding its 2026 annual meeting of stockholders virtually on June 16, 2026, at 2:00 p.m. Eastern Time. Holders of 73,542,756 shares of Class A common stock as of April 20, 2026 may vote online using a 16-digit control number.
Stockholders will vote on electing two Class II directors, an advisory “say‑on‑pay” resolution covering named executive officer compensation, and ratifying KPMG LLP as independent auditor for 2026. The proxy also highlights 2025 progress, including FDA filings for zidesamtinib and neladalkib and a $500 million public offering.
Positive
- None.
Negative
- None.
Key Figures
Key Terms
broker non-votes financial
quorum financial
say-on-pay financial
audit committee financial expert financial
Rule 10b5-1 plans financial
Compensation Summary
- Election of two Class II directors for terms expiring at the 2029 annual meeting
- Advisory vote to approve compensation paid to named executive officers
- Ratification of KPMG LLP as independent registered public accounting firm for 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by a Party other than the Registrant ☐
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☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material under § 240.14a-12
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
NUVALENT, INC.
One Broadway, 14th Floor
Cambridge, Massachusetts 02142
(857) 357-7000
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Tuesday, June 16, 2026
Dear Stockholder:
You are cordially invited to the 2026 annual meeting of stockholders (the Annual Meeting) of Nuvalent, Inc. The Annual Meeting will be held exclusively via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/NUVL2026 on Tuesday, June 16, 2026, at 2:00 p.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of the stockholders. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUVL2026 where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or proxy card to attend the Annual Meeting virtually.
At the Annual Meeting, the stockholders will consider and vote on the following matters:
Stockholders of record at the close of business on April 20, 2026, will be entitled to notice of and to vote electronically during the Annual Meeting or any adjournment or postponement thereof. A complete list of stockholders of record entitled to vote at the Annual Meeting will be open for examination by any stockholder for any purpose germane to the meeting for a period of ten days ending on the day prior to the Annual Meeting date. If you would like to view the list, please contact our Secretary to make arrangements by calling (857) 357-7000 or by writing to Attn: Secretary, One Broadway, 14th Floor, Cambridge, MA 02142. We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of the Annual Meeting.
We encourage all stockholders to attend the Annual Meeting online. However, whether or not you plan to attend the Annual Meeting online, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the proxy statement.
By the Order of the Board of Directors,
James R. Porter, Ph.D.
President and Chief Executive Officer
Cambridge, Massachusetts
April 28, 2026
Important Notice Regarding Internet Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be Held on June 16, 2026: The proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at www.proxyvote.com. These documents are also available to any stockholder who wishes to receive a paper copy by visiting www.proxyvote.com, calling 1-800-579-1639 or sending an email to sendmaterial@proxyvote.com. Any requests for a paper copy of these documents should be received by June 2, 2026, in order to ensure timely delivery.
TABLE OF CONTENTS
INFORMATION CONCERNING SOLICITATION AND VOTING |
1 |
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING |
2 |
PROPOSAL NO. 1 ELECTION OF DIRECTORS |
8 |
PROPOSAL NO. 2 ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS |
12 |
PROPOSAL NO. 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
13 |
CORPORATE GOVERNANCE |
15 |
EXECUTIVE COMPENSATION |
27 |
TRANSACTIONS WITH RELATED PERSONS |
50 |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
51 |
STOCKHOLDER PROPOSALS FOR OUR 2027 ANNUAL MEETING |
54 |
HOUSEHOLDING OF ANNUAL MEETING MATERIALS |
54 |
OTHER MATTERS |
54 |
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NUVALENT, INC.
One Broadway, 14th Floor
Cambridge, Massachusetts 02142
(857) 357-7000
PROXY STATEMENT
2026 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on Tuesday, June 16, 2026
INFORMATION CONCERNING SOLICITATION AND VOTING
This proxy statement contains information about our 2026 annual meeting of stockholders (the Annual Meeting). The Annual Meeting will be held on Tuesday, June 16, 2026, at 2:00 p.m. Eastern Time. The Annual Meeting will be held exclusively via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/NUVL2026. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Except where the context otherwise requires, references to “Nuvalent,” “the Company,” “we,” “us,” “our” and similar terms refer to Nuvalent, Inc. References to our website are inactive textual references only and the contents of our website are not incorporated by reference into this proxy statement.
This proxy statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by our board of directors for use at the Annual Meeting and at any adjournment or postponement of that meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions, your proxy will be voted in accordance with the recommendations of our board of directors. We are making this proxy statement, the related proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 available to stockholders for the first time on or about April 28, 2026.
A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (SEC) except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Nuvalent, Inc., One Broadway, 14th Floor, Cambridge, Massachusetts 02142 or by submitting a request over the Internet at www.proxyvote.com, calling 1-800-579-1639, or sending an email to sendmaterial@proxyvote.com. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are also available on the SEC’s website at www.sec.gov.
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IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Q. Why do I have access to these materials?
A. We have made these proxy materials available to you because our board of directors is soliciting your proxy to vote at the Annual Meeting to be held on June 16, 2026, at 2:00 p.m. Eastern Time, including at any adjournments or postponements of the Annual Meeting. As a holder of Class A common stock as of the close of business on April 20, 2026, you are invited to attend the Annual Meeting online and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under the rules adopted by the SEC and that is designed to assist you in voting your shares.
Q. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
A. In accordance with SEC rules, we have elected to provide access to our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, over the Internet. Accordingly, we plan to send a Notice Regarding the Availability of Proxy Materials (the Notice) to our stockholders of record entitled to vote at the Annual Meeting with instructions for accessing the proxy materials. We plan to mail the Notice on or about April 28, 2026, to all stockholders entitled to vote at the Annual Meeting.
All stockholders entitled to vote at the Annual Meeting will have the ability to access the proxy materials by visiting the website referred to in the Notice, www.proxyvote.com. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. The Notice also contains instructions to request to receive a printed set of the proxy materials. You may request a paper copy of the proxy materials by submitting a request over the Internet at www.proxyvote.com, calling 1-800-579-1639, or sending an email to sendmaterial@proxyvote.com.
The Notice also identifies the date and time of, and web address for, the Annual Meeting; the matters to be acted upon at the Annual Meeting and our board of directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address, and a website where stockholders can request to receive, free of charge, a paper or e-mail copy of this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and a form of proxy card relating to the Annual Meeting; and information on how to access and vote the form of proxy card.
Q. Can I vote my shares by filling out and returning the Notice?
A. No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote over the Internet or by telephone, by requesting and returning a printed proxy card, or how to register to vote online during the Annual Meeting.
Q. What does it mean if I receive more than one Notice?
A. If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.
Q. What is the purpose of the Annual Meeting?
A. At the Annual Meeting, stockholders will consider and vote on the following matters:
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Q. Why is the Annual Meeting a virtual, online meeting?
A. The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUVL2026 where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number included on your Notice or proxy card to attend the Annual Meeting virtually. There will not be a physical meeting location. We believe that hosting a virtual meeting may enable greater stockholder attendance and participation from any location around the world.
Q. How do I virtually attend the Annual Meeting?
A. We will host the Annual Meeting exclusively via the Internet at www.virtualshareholdermeeting.com/NUVL2026. In order to attend the Annual Meeting online, you will need the 16-digit control number included on your Notice or proxy card.
Q. Who can vote?
A. Only stockholders of record of our Class A common stock at the close of business on April 20, 2026, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting. On this record date, there were 73,542,756 shares of our Class A common stock outstanding. We have Class A common stock and Class B common stock outstanding. Shares of our Class B common stock are non-voting, except as may be required by law.
Q. How many votes do I have?
A. Each share of our Class A common stock that you own as of the record date, April 20, 2026, entitles you to one vote on each matter that is voted on.
Q. Is my vote important?
A. Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions, choose the way to vote that is the easiest and most convenient for you and cast your vote as soon as possible.
Q. How do I vote?
A. If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, brokerage firm or other nominee, you may vote:
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If your shares are held in “street name,” meaning they are held for your account by an intermediary, such as a bank, brokerage firm or other nominee, then you are deemed to be the beneficial owner of your shares and the bank, brokerage firm or other nominee that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, brokerage firm or other nominee that holds your shares. In order to vote your shares, you will need to follow the instructions that your bank, brokerage firm or other nominee provides you. Many brokerage firms solicit voting instructions over the Internet or by telephone.
You are welcome to virtually attend the Annual Meeting if your shares are held in street name. In order to do so, you will need to visit www.virtualshareholdermeeting.com/NUVL2026 on the date and at the time of the Annual Meeting and enter the 16-digit control number included on your Notice, proxy card or voting instruction form.
Q. Can I revoke or change my vote after I submit my proxy?
A. If you are the “record holder” of your shares, you may revoke your proxy and change your vote by following one of the below procedures:
If your shares are held in “street name,” you may submit new voting instructions with a later date by contacting your bank, brokerage firm or other nominee and following their instructions. You may also vote virtually at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, by entering the 16-digit control number included on your Notice, proxy card or voting instruction form.
Attending the Annual Meeting alone will not revoke your proxy.
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Q. Will my shares be voted if I do not return my proxy?
A. If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone or by returning your proxy card by mail or online while virtually attending the Annual Meeting.
If your shares are held in “street name,” your brokerage firm may under certain circumstances vote your shares if you do not return your voting instructions. Brokerage firms can vote customers’ unvoted shares on discretionary matters but they will not be allowed to vote your shares with respect to certain non-discretionary items. If you do not return voting instructions to your brokerage firm to vote your shares, your brokerage firm may, on discretionary matters, either vote your shares or leave your shares unvoted.
Proposal No. 1, the election of two Class II directors, and Proposal No. 2, the approval, on an advisory basis, of the compensation paid to our NEOs, are not considered discretionary matters. If you do not instruct your brokerage firm how to vote with respect to these proposals, your brokerage firm may not vote your shares with respect to these proposals and your shares instead will be counted as “broker non-votes” with respect to these proposals. “Broker non-votes” occur when your bank, brokerage firm or other nominee submits a proxy for your shares (because the bank, brokerage firm or other nominee has received instructions from you on one or more proposals, but not all proposals, or has not received instructions from you but is entitled to vote on a particular “discretionary” matter) but does not indicate a vote for a particular proposal because the bank, brokerage firm or other nominee either does not have the authority to vote on that proposal and has not received voting instructions from you or has discretionary authority but chooses not to exercise it.
Proposal No. 3, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, is considered a discretionary matter. If you do not instruct your brokerage firm how to vote with respect to this proposal, your brokerage firm will be able to vote your shares on this proposal even if it does not receive instructions from you, so long as it holds your shares in its name. We encourage you to provide voting instructions to your brokerage firm or other nominee. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your brokerage firm or other nominee about how to submit your voting instructions.
Q. How many shares must be represented to hold the Annual Meeting?
A. A majority of our shares of Class A common stock outstanding at the record date must be present virtually or represented by proxy to hold the Annual Meeting. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares of Class A common stock entitled to vote that are voted over the Internet, by telephone, by mail or virtually at the Annual Meeting. Further, for purposes of establishing a quorum, we will count as present shares of Class A common stock entitled to vote that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares of Class A common stock entitled to vote that are counted as broker non-votes. If a quorum is not present, we expect to adjourn the Annual Meeting until we obtain a quorum.
The presence at the Annual Meeting, virtually or by proxy, of holders representing a majority of our outstanding Class A common stock as of the record date, April 20, 2026, or approximately 36,771,379 shares, constitutes a quorum at the Annual Meeting and permits us to conduct the business of the Annual Meeting.
Q. What vote is required to approve each matter and how are votes counted?
A. Proposal No. 1 — Election of Directors
A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast by stockholders entitled to vote at the Annual Meeting.
Votes that are withheld and broker non-votes will not be included in the vote tally for the election of directors and will not affect the results of the vote.
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Proposal No. 2 — Advisory Vote to Approve the Compensation Paid to our Named Executive Officers
The affirmative vote of the holders of shares of Class A common stock representing a majority of the votes cast on the matter is required to approve, on an advisory basis, the compensation paid to our NEOs. Abstentions and broker non-votes will not be counted as votes cast on this matter and, as a result, will have no effect on the outcome of Proposal No. 2.
Proposal No. 2 is non-binding. Because this vote is advisory and not binding on us or our board of directors in any way, our board of directors may decide that it is in our and our stockholders’ best interests to compensate our NEOs in an amount or manner that differs from that which is approved by our stockholders.
Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm
The affirmative vote of the holders of shares of Class A common stock representing a majority of the votes cast on the matter is required for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions and broker non-votes will not be counted as votes cast on this matter and, as a result, will have no effect on the outcome of Proposal No. 3.
Although stockholder approval of our audit committee’s appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026, is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, our audit committee will reconsider its appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2026.
Q. How does our board of directors recommend that I vote on the proposals?
A. Our board of directors recommends that you vote:
Q. What if I return a proxy card or otherwise vote but do not make specific choices?
A. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” electing those nominees for director for whom you made no indication with respect to Proposal No. 1, “For” Proposal No. 2, and “For” Proposal No. 3. If any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy intend to vote your shares in accordance with their judgment on the matter.
Q. Are there other matters to be voted on at the Annual Meeting?
A. We do not know of any matters that may come before the Annual Meeting other than the election of our Class II directors; the approval, on an advisory basis, of the compensation of our NEOs; and the approval of the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. If any other matters are properly presented at the Annual Meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter.
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Q. Who will count the votes?
A. The votes will be counted, tabulated and certified by Broadridge Financial Solutions, Inc.
Q. How can I find out the results of the voting at the Annual Meeting?
A. Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election and published in a current report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.
Q. How do I submit a question at the Annual Meeting?
A. If you wish to submit a question during the Annual Meeting, you will need the 16-digit control number included on your Notice or proxy card. Our virtual meeting will be governed by our Rules of Conduct and Procedures, which will be posted at www.virtualshareholdermeeting.com/NUVL2026 during the Annual Meeting.
Q. How and when may I submit a stockholder proposal, including a stockholder nomination for director for the 2027 annual meeting?
A. Stockholders wishing to suggest a candidate for director should write to our Secretary. In order to give our nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 2027 annual meeting, the recommendation should be received by our Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals for our 2027 Annual Meeting.” Such submissions must state the nominee’s name, together with appropriate biographical information and background materials and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of Class A common stock owned by such stockholder or group of stockholders, as well as other information required by our Amended and Restated Bylaws or SEC regulations. We may require any proposed nominee to furnish such other information as we may reasonably require in determining the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.
Q. Who is paying the costs of soliciting these proxies?
A. We will pay all of the costs of soliciting proxies. Our directors, officers and other employees may solicit proxies in person or by mail, telephone, fax or email. We will pay our directors, officers and other employees no additional compensation for these services. We will ask banks, brokerage firms and other nominees to forward these proxy materials to their principals and to obtain authority to execute proxies. We may reimburse them for their expenses.
Q. Whom should I contact if I have any questions?
A. If you have any questions about the Annual Meeting or your ownership of our common stock, please contact Nuvalent at One Broadway, 14th Floor, Cambridge, Massachusetts 02142, telephone: (857) 357-7000.
Q. Whom do I contact if I experience technical difficulties trying to access or during the Annual Meeting?
A. If you have technical difficulties when accessing the Annual Meeting, there will be technicians available to assist you. If you encounter any technical difficulties accessing the virtual meeting during the meeting, please call the technical support number that will be posted on the Annual Meeting log-in page.
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PROPOSAL NO. 1
ELECTION OF DIRECTORS
In accordance with the terms of our Restated Certificate of Incorporation and Amended and Restated Bylaws, our board of directors is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. As a result, only one class of our directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors currently consists of nine members. The members of the classes are divided as follows:
Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.
Our board of directors has nominated Michael L. Meyers, M.D., Ph.D., and Ron Squarer for election as Class II directors at the Annual Meeting. Each of Dr. Meyers and Mr. Squarer is presently a director and has indicated a willingness to continue to serve as a director, if elected. Unless otherwise instructed, proxies will be voted for Dr. Meyers and Mr. Squarer. In the event that either Dr. Meyers or Mr. Squarer is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), your proxy will be voted for any nominee who is designated by our board of directors to fill the vacancy.
Our board, upon the recommendation of our nominating and corporate governance committee, determined not to nominate Dr. Pearlberg for reelection at the Annual Meeting. Shortly following the expiration of Dr. Pearlberg’s term as a director at the Annual Meeting, we intend to reduce the size of our board from nine directors to eight directors.
Information Regarding Directors
The following paragraphs provide biographical information as of April 20, 2026, including principal occupation and business experience during the last five years, for each director, including each nominee for Class II director.
Information about the number of shares of common stock beneficially owned by each of our directors, including each nominee for Class II director, appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.”
There are no family relationships between or among any of our executive officers or directors, including each nominee for Class II director.
Class II Director Nominees, Term Expiring at the 2029 Annual Meeting of Stockholders, if elected
Michael L. Meyers, M.D., Ph.D., 76, has served as a member of our board of directors since October 2022. From March 2023 until January 2026, Dr. Meyers served as Chief Medical Officer at Flare Therapeutics Inc., a biopharmaceutical company. Prior to his appointment to our board of directors, Dr. Meyers served as a Senior Clinical Advisor to us from 2020 until October 2022. He also served as the Senior Vice President, Chief Development Officer and Chief Medical Officer at Syndax Pharmaceuticals, Inc., a biotechnology company (Syndax), from 2015 until March 2022, where he led the development of multiple molecules in breast cancer,
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various immuno-oncology indications, acute leukemias, and chronic Graft versus Host Disease. Prior to joining Syndax, he held a number of senior research and development roles at Johnson & Johnson, a pharmaceutical company, including serving as Vice President, GU Oncology, Compound and Clinical Leader, and as Vice President, Oncology Scientific Innovation in Johnson & Johnson’s London Innovation Centre. Dr. Meyers also led the U.S. Oncology Medical Affairs team at Aventis Pharmaceuticals, Inc., a biopharmaceutical company, and worked in oncology clinical development at the Schering-Plough Research Institute. He also served as a member of the Memorial Sloan Kettering Cancer Center faculty, specializing in clinical immunology and melanoma. He received his M.D. and his Ph.D. in Microbiology and Immunology from Albert Einstein College of Medicine in New York and was elected to Alpha Omega Alpha (the medical school honor society). He completed his residency in Internal Medicine at Columbia Presbyterian Medical Center and his fellowship, where he served as Chief Fellow in Medical Oncology, at Memorial Sloan Kettering Cancer Center.
We believe Dr. Meyers is qualified to serve on our board of directors because of his experience as an executive officer of a publicly traded biopharmaceutical company and his scientific background.
Ron Squarer, 59, has served as a member of our board of directors since December 2025. Mr. Squarer served as the Chief Executive Officer and a member of the board of directors of Array Biopharma, Inc. (Array), a biopharmaceutical company, from April 2012 to July 2019, where he oversaw the research, development, and commercialization of several oncology treatments, as well as the 2019 acquisition of Array by Pfizer, Inc. (Pfizer). Prior to Array, Mr. Squarer held positions of increasing responsibility with Hospira, Inc., a global pharmaceutical and medical device company, including serving as Senior Vice President, Chief Commercial Officer. Earlier in his career, Mr. Squarer served as Senior Vice President, Global Corporate and Business Development at Mayne Pharma Group Limited and held senior management roles at both Pfizer and SmithKline Beecham plc (now GlaxoSmithKline plc). Mr. Squarer currently serves as chair of the board of directors of ADC Therapeutics SA and as a member of the board of directors of Travere Therapeutics, Inc. He previously served as chair and a member of the board of directors of Deciphera Pharmaceuticals, Inc. Mr. Squarer earned an M.B.A. from the Kellogg School of Management, Northwestern University, and a bachelor’s degree in biochemistry from the University of California, Berkeley.
We believe Mr. Squarer is qualified to serve on our board of directors due to his vast experience and leadership in oncology drug development and commercialization.
Class III Directors, Term Expiring at the 2027 Annual Meeting of Stockholders
Christy Oliger, 56, has served as a member of our board of directors since June 2025. Ms. Oliger served in numerous leadership roles over twenty years at Genentech, Inc. (Genentech), a biotechnology company, including most recently as Senior Vice President of the Oncology Business Unit from 2017 to August 2020, and Senior Vice President, Neuroscience and Rare Disease Business Unit from 2014 to 2017. During her tenure with Genentech, Ms. Oliger also held several senior leadership roles in both commercial and research and development across a variety of therapeutic areas, including oncology, neurology, rare disease, respiratory, dermatology and immunology. Prior to Genentech, Ms. Oliger held management positions at Schering-Plough. Ms. Oliger currently serves on the boards of directors of Vera Therapeutics, Inc., Karyopharm Therapeutics Inc., and Replimune Group Inc. She previously served on the boards of directors of Lava Therapeutics N.V., RayzeBio, Inc., Reata Pharmaceuticals, Inc. and Sierra Oncology, Inc. Ms. Oliger holds a B.A. in economics from the University of California at Santa Barbara.
We believe Ms. Oliger is qualified to serve on our board of directors because of her extensive strategic, operational and commercial experience in the biopharmaceutical industry.
Sapna Srivastava, Ph.D., 55, has served as a member of our board of directors since July 2021. Dr. Srivastava has over 20 years of experience as a senior executive in the biopharmaceutical industry. She most recently served as the interim Chief Financial Officer at eGenesis Bio, a private pharmaceutical company, from April 2021 until October 2021. From September 2017 to January 2019, Dr. Srivastava served as the Chief Financial and Strategy Officer at Abide Therapeutics, Inc., a private biopharmaceutical company that was acquired by H. Lundbeck A/S in 2019.
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From April 2015 to December 2016, Dr. Srivastava served as the Chief Financial and Strategy Officer at Intellia Therapeutics, Inc., a gene editing company. Previously, for nearly 15 years, Dr. Srivastava was a senior biotechnology analyst at Goldman Sachs, an investment banking company, Morgan Stanley, an investment banking company, and ThinkEquity Partners, LLC, an investment banking firm. She began her career as a research associate at JP Morgan, an investment banking company. Dr. Srivastava currently serves on the boards of directors of Aura Biosciences, Inc. and Alumis Inc. She previously served on the boards of directors of Tourmaline Bio, Inc., Innoviva, Inc., SQZ Biotechnologies Company and Social Capital Suvretta Holdings Corp. II. Dr. Srivastava received her B.Sc. from St. Xavier’s College, University of Bombay and her Ph.D. from New York University School of Medicine.
We believe Dr. Srivastava is qualified to serve as a member of our board of directors due to her extensive experience in the biopharmaceutical industry, including her prior experience as a chief financial officer and in other management positions.
Cameron A. Wheeler, Ph.D., 47, has served as a member of our board of directors since our inception in February 2017. Since September 2014, Dr. Wheeler has held various roles at Deerfield Management Company, L.P. (Deerfield), a venture capital firm, serving most recently as a Partner in the Biotherapeutics group. Prior to Deerfield, Dr. Wheeler served as a Director of Corporate Development at Eleven Biotherapeutics, Inc. (renamed Sesen Bio, Inc. in 2018), a pharmaceutical company, from April 2009 to September 2014. Prior to that, he served as a Senior Associate at Third Rock Ventures, LLC, a venture capital company, from March 2008 to June 2009 and a Manager of the Business Development and Operations team at Constellation Pharmaceuticals, Inc., a biopharmaceutical company, from April 2008 to April 2009. Dr. Wheeler has previously served on the board of directors of Oncorus, Inc. Dr. Wheeler received his B.S. in mechanical engineering and his M.S. and Ph.D. in biological engineering from the Massachusetts Institute of Technology.
We believe that Dr. Wheeler is qualified to serve on our board of directors due to his executive management and leadership experience in the life sciences industry.
Class I Directors, Term Expiring at the 2028 Annual Meeting of Stockholders
Grant C. Bogle, 68, has served as a member of our board of directors since December 2024. Most recently, he served as President and Chief Executive Officer of Epizyme, Inc., a biopharmaceutical company (Epizyme), from August 2021 until its acquisition in August 2022. He also served on the board of directors of Epizyme from September 2019 until its August 2022 acquisition. Earlier, Mr. Bogle served as Senior Vice President and Chief Commercial Officer for Tesaro, a biopharmaceutical company, from July 2015 to June 2019. Prior to joining Tesaro, Mr. Bogle served as Senior Vice President, Pharmaceutical and Biotech Solutions at McKesson Specialty Health (formerly U.S. Oncology), a global healthcare company, from July 2007 to June 2015. Mr. Bogle holds a B.A. in economics from Dartmouth College, an M.B.A. from Columbia University and was a 2020 Fellow in the Advanced Leadership Initiative at Harvard University.
We believe that Mr. Bogle’s significant experience in the commercialization, sales, marketing and distribution of biopharmaceutical products and his experience as an executive provide him with the qualifications and skills to serve on our board of directors.
James R. Porter, Ph.D., 50, has served as our Chief Executive Officer and President and as a member of our board of directors since February 2020. Prior to that, Dr. Porter served as our Vice President, Product Development from April 2018 to January 2020 and worked as a consultant to the Company from January 2018 to April 2018. From July 2002 to December 2016, Dr. Porter held various roles at Infinity Pharmaceuticals, Inc., a biotechnology company (Infinity), including most recently as Vice President of Product Development. Over the course of over 14 years at Infinity, he contributed to the research and development programs of six different compounds entering clinical trials. As the duvelisib product development team leader, Dr. Porter led a cross-functional development team from development candidate nomination through New Drug Application (NDA) submission, resulting in the U.S. Food and Drug Administration (FDA) approval of COPIKTRA® for patients with follicular lymphoma, small lymphocytic
10
lymphoma and chronic lymphocytic leukemia. Following Infinity’s licensing of duvelisib to Verastem, Inc., a biopharmaceutical company (Verastem), Dr. Porter served as Consultant, Product Development at Verastem from January 2017 to December 2017, where he led the transition, product development team and NDA submission for the duvelisib program. Dr. Porter received his B.A. in chemistry at the College of the Holy Cross and his Ph.D. in organic chemistry from Boston College.
We believe that Dr. Porter is qualified to serve as a member of our board of directors due to his extensive leadership experience in the biopharmaceutical industry.
Anna Protopapas, M.B.A., 61, has served as Chairperson of our board of directors since March 2022. From March 2015 to September 2023, Ms. Protopapas served as President and Chief Executive Officer of Mersana Therapeutics Inc., a biopharmaceutical company (Mersana). Prior to Mersana, from October 2010 to October 2014, Ms. Protopapas served as a member of the Executive Committee of Takeda Pharmaceutical Company Limited (Takeda), a global pharmaceutical company, and held various senior management positions at Takeda, including serving as President of Millennium Pharmaceuticals, Inc. (Millennium), a wholly owned subsidiary of Takeda focused on oncology, where she was responsible for leading the oncology business, and Executive Vice President of Global Business Development, where she was responsible for global acquisitions, partnering, licensing and venture investing. From October 1997 to October 2010, Ms. Protopapas served in various positions at Millennium, including as the Senior Vice President of Strategy and Business Development and a member of the Executive Committee, where she led the company’s business development initiatives. Ms. Protopapas previously served on the board of directors of Dicerna Pharmaceuticals Inc. and Mersana. She earned her B.S. in Science and Engineering from Princeton University, M.S. in Chemical Engineering Practice from the Massachusetts Institute of Technology and M.B.A. from Stanford Graduate School of Business.
We believe Ms. Protopapas is qualified to serve on our board of directors because of her extensive experience in building and growing biopharmaceutical companies and her previous board service for biopharmaceutical companies.
Recommendation of our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE ELECTION OF EACH OF DR. MEYERS AND MR. SQUARER.
11
PROPOSAL NO. 2
ADVISORY VOTE TO APPROVE THE COMPENSATION
PAID TO OUR NAMED EXECUTIVE OFFICERS
We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), which added Section 14A to the Securities Exchange Act of 1934 (the Exchange Act).
As described in more detail in the “Compensation Discussion and Analysis” section of this proxy statement, our executive compensation program is designed to attract and retain qualified and talented executives, motivate such executives to achieve our business goals and reward them for short- and long-term performance with a simple and clear compensation structure. Under this program, our NEOs are rewarded for the achievement of our short- and long-term performance, which we believe serves to enhance short- and long-term value creation for our stockholders. The program contains elements of cash and equity-based compensation and is designed to align the interests of our executives with those of our stockholders and pay for performance.
Our board of directors is asking stockholders to approve a non-binding advisory vote on the following resolution:
RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.
As an advisory vote, this proposal is not binding on our board of directors, our compensation committee or the Company. However, our compensation committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and intend to consider carefully the outcome of the vote when making future compensation decisions for NEOs.
In accordance with the advisory vote cast by stockholders at the 2024 annual meeting of stockholders, our board of directors determined that the Company will hold this advisory vote to approve the compensation paid to our NEOs every year until the next required frequency vote is held. Accordingly, it is expected that the next say-on-pay vote following the Annual Meeting will occur at the 2027 annual meeting of stockholders.
Recommendation of our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION
PAID TO OUR NAMED EXECUTIVE OFFICERS.
12
PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our audit committee has appointed KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and our board of directors has directed that management submit the selection of the independent registered public accountants for ratification by the stockholders at the Annual Meeting. KPMG LLP has served as the Company’s registered public accountant since 2020. Representatives of KPMG LLP are expected to be present online at the Annual Meeting, will have an opportunity to make a statement if they so desire and be available to respond to appropriate questions.
Stockholder ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm is not required by Delaware law, our Restated Certificate of Incorporation or our Amended and Restated Bylaws. However, our board of directors is submitting our audit committee’s selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our audit committee will reconsider whether to retain that firm. Even if the selection is ratified, our audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if our audit committee determines that such a change would be in the best interests of the Company and its stockholders.
Independent Registered Public Accounting Firm, Fees and Other Matters
KPMG LLP was our independent registered public accounting firm for the years ended December 31, 2025, and December 31, 2024. The following table summarizes the fees for professional services billed to us by KPMG LLP for the last two fiscal years. All such services and fees were pre-approved by our audit committee in accordance with the “Pre-Approval Policies and Procedures” described below.
|
|
Year Ended December 31, |
|
|||||
Fee Category |
|
2025 |
|
|
2024 |
|
||
Audit Fees(1) |
|
$ |
1,526,500 |
|
|
$ |
1,333,880 |
|
Audit-Related Fees(2) |
|
|
— |
|
|
|
— |
|
Tax Fees(3) |
|
|
200,824 |
|
|
|
72,032 |
|
All Other Fees(4) |
|
|
— |
|
|
|
— |
|
Total |
|
$ |
1,727,324 |
|
|
$ |
1,405,912 |
|
Our audit committee has considered whether the provision of non-audit services is compatible with maintaining the independence of KPMG LLP and has concluded that the provision of such services is compatible with maintaining such independence.
13
Pre-Approval Policies and Procedures
All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee. During 2025, all of the services provided by KPMG LLP were pre-approved by our audit committee.
Recommendation of our Board of Directors
OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026.
14
CORPORATE GOVERNANCE
We believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders. This section describes key corporate governance practices that we have adopted. Complete copies of our corporate governance guidelines, committee charters and code of business conduct and ethics are available on the “Investors” section of our website, www.nuvalent.com. We will also provide copies of these documents, free of charge, to any stockholder upon written request to Nuvalent, Inc., One Broadway, 14th Floor, Cambridge, Massachusetts 02142, telephone: (857) 357-7000.
Corporate Governance
Our board of directors has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.
Our board of directors has adopted corporate governance guidelines to assist and guide our board of directors in the exercise of its responsibilities. These guidelines, which provide a framework for the conduct of our board of directors’ business, provide that:
Director Independence
The rules of the Nasdaq Stock Market (Nasdaq) require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board of directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.
In March 2026, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each
15
director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Dr. Porter, is an “independent director” as defined under applicable Nasdaq rules, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determination, our board of directors considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Dr. Porter is not an independent director under these rules because he is an executive officer of the Company.
Board Leadership Structure
Currently, the role of Chairperson of our board of directors is separated from the role of Chief Executive Officer. Anna Protopapas is our Chairperson and James R. Porter, Ph.D., is our Chief Executive Officer. Our Chief Executive Officer is responsible for recommending strategic decisions and capital allocation to our board of directors and to ensure the execution of the recommended plans. The Chairperson of our board of directors is responsible for leading our board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that our Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairperson, particularly as our board of directors’ oversight responsibilities continue to grow. While our Amended and Restated Bylaws and corporate governance guidelines do not require that our Chairperson and Chief Executive Officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
Board Diversity
We strive to achieve diversity in the broadest sense, including persons diverse in geography, gender, ethnicity, age and experiences. The overall diversity is an important consideration in the director selection and nomination process. Our nominating and corporate governance committee assesses diversity in connection with the annual nomination process as well as in new director searches.
Director Nomination Process
Director Qualifications
While there are no specific minimum qualifications for a committee-recommended nominee to our board of directors, our nominating and corporate governance committee requires the following qualifications to be satisfied:
A nominee’s background, including factors such as character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s business and industry, conflicts of interest and other commitments, is also considered by our nominating and corporate governance committee when evaluating director nominees. Our nominating and corporate governance committee does not apply any particular weighting on any characteristic in evaluating nominees and directors.
Our nominating and corporate governance committee’s goal is to assemble a board of directors that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience.
16
Moreover, our nominating and corporate governance committee believes that the background and qualifications of our board of directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities. Our directors’ performance and qualification criteria are reviewed periodically by our nominating and corporate governance committee.
Identification and Evaluation of Nominees for Directors
Our nominating and corporate governance committee is responsible for identifying individuals qualified to become members of our board of directors and its committees and recommending candidates for our board of directors’ selection as nominees for election to our board of directors at the next annual or other properly convened meeting of stockholders. Our nominating and corporate governance committee may solicit recommendations from any or all of the following sources: non-management directors, the chief executive officer, other executive officers, third-party search firms or any other source it deems appropriate. The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations and meetings from time to time to evaluate biographical information and background material relating to potential candidates. Final candidates, if other than our current directors, are interviewed by the members of our nominating and corporate governance committee and by certain of our other independent directors and our officers. In making its determinations, our nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of the Company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, our nominating and corporate governance committee makes its recommendation to our board of directors.
Our nominating and corporate governance committee has used, and may in the future use, third-party search firms to identify director candidates. In 2025, our nominating and corporate governance committee engaged a third-party search firm to assist in identifying and screening potential director candidates. Mr. Squarer was recommended to our nominating and corporate governance committee by a third-party search firm.
Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by submitting the nominee’s name, together with appropriate biographical information and background materials, a statement as to the number of shares of our common stock beneficially owned by the stockholder or group of stockholders making the recommendation, and certain other information as set forth in Exhibit A to the nominating and corporate governance committee charter, to the Secretary of the Company at One Broadway, 14th Floor, Cambridge, MA 02142. Assuming that appropriate biographical and background material has been provided on or before the dates set forth in the section below entitled “Stockholder Proposals for our 2027 Annual Meeting,” our nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others, as described above. If our board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting. Stockholders also have the right under our Amended and Restated Bylaws to directly nominate director candidates, without any action or recommendation on the part of our nominating and corporate governance committee or our board of directors, by following the procedures set forth under “Stockholder Proposals for our 2027 Annual Meeting.”
Board’s Role in Risk Oversight
Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.
The role of our board of directors in overseeing the management of our risks is conducted primarily through committees of our board of directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us and the steps we take to manage them. When a board committee is responsible for
17
evaluating and overseeing the management of a particular risk or risks, the Chair of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables our board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.
Compensation Risk Assessment
We believe that our compensation programs are designed to provide an appropriate framework for our executives and other employees to achieve our corporate goals without encouraging them to take excessive risks in their business decisions. In addition, we maintain an insider trading policy that prohibits speculative transactions, including short-sales, hedging and pledging, and adopted a “clawback policy,” both of which are intended to further minimize risk and ensure a long-term focus on our business. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on the Company.
Communications with Our Board of Directors
Our board of directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. For stockholder communications (i) directed to our board of directors as a whole, stockholders may send such communication to the attention of the Chairperson of our board of directors and (ii) directed to an individual director in his or her capacity as a member of our board of directors, stockholders may send such communication to the attention of the individual director, in each case, by sending such communication via U.S. mail or expedited delivery service to the following address: Nuvalent, Inc., One Broadway, 14th Floor, Cambridge, Massachusetts 02142.
The Company will forward by U.S. mail any such stockholder communication to each director, and the Chairperson of our board of directors, in his or her capacity as a representative of our board of directors, to whom such securityholder communication is addressed to the address specified by each such director and the Chairperson of our board of directors.
Board Meetings and Attendance
Our board of directors met five times during the year ended December 31, 2025, including telephonic meetings. During the year, each of our directors attended 75% or more of the aggregate number of meetings of our board of directors and the committees on which he or she served and, in each case, which were held during the period for which he or she was a director and/or member of the applicable committee.
Director Attendance at Annual Meeting
Although we do not have a formal policy regarding director attendance at the Annual Meeting, we encourage and expect all of our directors and nominees for director to attend the Annual Meeting. All of our directors then serving attended our 2025 annual meeting of stockholders.
Committees of Our Board of Directors
Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operate pursuant to a charter approved by our board of directors. Each committee’s charter is posted on the “Investors” section of our website, www.nuvalent.com.
Audit Committee
Our audit committee held five meetings during 2025. The members of our audit committee are Christy Oliger, Sapna Srivastava, Ph.D., and Cameron A. Wheeler, Ph.D. Dr. Srivastava is the Chair of our audit committee. Our board of directors has determined that Dr. Srivastava is an “audit committee financial expert” as defined by applicable SEC rules and that each of the members of our audit committee possesses the financial sophistication required for audit committee members under Nasdaq rules. We believe that the composition of our audit committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.
18
Our audit committee’s responsibilities include:
Compensation Committee
Our compensation committee held six meetings during 2025. The members of our compensation committee are Grant C. Bogle, Anna Protopapas, and Cameron A. Wheeler, Ph.D. Mr. Bogle is the Chair of our compensation committee. We believe that the composition of our compensation committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.
Our compensation committee’s responsibilities include:
19
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee held four meetings during 2025. The members of our nominating and corporate governance committee are Michael L. Meyers, M.D., Ph.D., Joseph Pearlberg, M.D., Ph.D., and Anna Protopapas. Dr. Meyers is the Chair of our nominating and corporate governance committee. We believe that the composition of our nominating and corporate governance committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.
Our nominating and corporate governance committee’s responsibilities include:
Our nominating and corporate governance committee recommended Ron Squarer for election as a Class II director. Mr. Squarer will be standing for election for the first time at the Annual Meeting and was identified and recommended to our nominating and corporate governance committee for nomination by a third-party search firm.
Compensation Committee Interlocks and Insider Participation
During 2025, Mr. Bogle, Dr. Conley, Ms. Protopapas, and Dr. Wheeler served on our compensation committee. None of the members of our compensation committee is or has been an officer or employee of the Company or had any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers currently serves, or in the past fiscal year has served, as a member of our board of directors or compensation committee, or other board committee performing equivalent functions, of any entity that has one or more executive officers serving on our board of directors or compensation committee.
20
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our employees, directors and certain designated agents, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. This code is available on the “Investors” section of our website, www.nuvalent.com. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website.
2025 Director Compensation
The table below shows all compensation to our non-employee directors, including compensation for their services as a member or a Chair of one of our standing committees, during the year ended December 31, 2025. Dr. Porter, our President and Chief Executive Officer, is also a member of our board of directors, but he did not receive any additional compensation for service as a director. Dr. Porter’s compensation as an executive officer is set forth below under “Executive Compensation—Summary Compensation Table - 2025.”
Name |
|
Fees Earned or |
|
|
Stock |
|
|
Option |
|
|
All Other |
|
|
Total |
|
|||||
Grant C. Bogle(3) |
|
|
49,995 |
|
|
|
199,928 |
|
|
|
200,004 |
|
|
|
— |
|
|
|
449,927 |
|
Emily Drabant Conley, Ph.D.(4) |
|
|
26,620 |
|
|
|
— |
|
|
|
22,879 |
|
|
|
— |
|
|
|
49,499 |
|
Gary Gilliland, M.D., Ph.D.(5) |
|
|
24,285 |
|
|
|
— |
|
|
|
297,937 |
|
|
|
— |
|
|
|
322,222 |
|
Andrew A. F. Hack, M.D., Ph.D.(5) |
|
|
24,285 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24,285 |
|
Michael L. Meyers, M.D., Ph.D. |
|
|
52,000 |
|
|
|
199,928 |
|
|
|
200,004 |
|
|
|
— |
|
|
|
451,932 |
|
Christy Oliger(6) |
|
|
27,715 |
|
|
|
299,930 |
|
|
|
300,021 |
|
|
|
— |
|
|
|
627,666 |
|
Joseph Pearlberg, M.D., Ph.D.(7) |
|
|
47,000 |
|
|
|
199,928 |
|
|
|
200,004 |
|
|
|
— |
|
|
|
446,932 |
|
Anna Protopapas |
|
|
85,500 |
|
|
|
199,928 |
|
|
|
200,004 |
|
|
|
— |
|
|
|
485,432 |
|
Matthew Shair, Ph.D.(8) |
|
|
39,489 |
|
|
|
199,928 |
|
|
|
200,004 |
|
|
200,000(9) |
|
|
|
639,421 |
|
|
Ron Squarer(10) |
|
|
2,511 |
|
|
|
299,984 |
|
|
|
299,957 |
|
|
|
— |
|
|
|
602,452 |
|
Sapna Srivastava, Ph.D. |
|
|
62,000 |
|
|
|
199,928 |
|
|
|
200,004 |
|
|
|
— |
|
|
|
461,932 |
|
Cameron A. Wheeler, Ph.D.(11) |
|
|
54,830 |
|
|
|
199,928 |
|
|
|
200,004 |
|
|
|
— |
|
|
|
454,762 |
|
21
22
Non-Employee Director Compensation Policy
Our board of directors approved a non-employee director compensation policy (as amended to date, the non-employee director compensation policy), which was most recently amended in March 2026 (the March 2026 Amendment) based on benchmarking data provided by the compensation committee’s independent compensation consultant, Alpine Rewards, LLC (Alpine). The purpose of the non-employee director compensation policy is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors when they are not employees or officers of the Company or its subsidiary. Under this policy, we pay our non-employee directors a cash retainer for service on our board of directors and for service on each committee of which the director is a member. The Chairperson of our board and the Chair of each committee receives an additional retainer for such service. These fees are payable quarterly in arrears and prorated based on number of actual days served by the director during such calendar quarter. In addition, non-employee directors are entitled to receive certain initial and annual equity awards under the policy as more fully described below.
Following the March 2026 Amendment, the cash fees payable to non-employee directors for service on our board of directors and for service on each committee of our board of directors on which the director is a member under the non-employee director compensation policy are as follows:
|
|
Annual |
|
|
Board of Directors: |
|
|
|
|
Members |
|
$ |
50,000 |
|
Additional retainer for non-executive Chairperson |
|
$ |
35,000 |
|
Audit Committee: |
|
|
|
|
Members (other than Chair) |
|
$ |
10,000 |
|
Chair |
|
$ |
20,000 |
|
Compensation Committee: |
|
|
|
|
Members (other than Chair) |
|
$ |
7,500 |
|
Chair |
|
$ |
15,000 |
|
Nominating and Corporate Governance Committee: |
|
|
|
|
Members (other than Chair) |
|
$ |
5,000 |
|
Chair |
|
$ |
10,000 |
|
In addition, upon initial election to our board of directors, a newly elected non-employee director will be granted an initial, one-time equity award (an Initial Award) comprised of an option to purchase shares of the Company’s Class A common stock (an Initial Option) and an RSU award settleable in shares of the Company’s Class A common stock (an Initial RSU). Each Initial Award will have a Value of $750,000 with the Value of the Initial Option and the Value of the Initial RSU each being equal as nearly as practicable to 50% of the aggregate Value of the Initial Award, provided that in no event will the Initial Option be for more than 9,200 shares or the Initial RSU be for more than 6,250 shares, subject to adjustment for stock splits or other similar capitalization changes. The non-employee director compensation policy defines “Value” as the grant date fair value of the award determined in accordance with ASC Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions. Each Initial Option will vest in equal monthly installments over three years from the date of grant, subject to the director’s continued service as a member of our board of directors through the applicable vesting date. Each Initial RSU will vest in equal annual installments over three years from the date of grant, subject to the director’s continued service as a member of our board of directors through the applicable vesting date.
Furthermore, on the date of each annual meeting of stockholders, each non-employee director who has served as a non-employee director for at least six months as of the date of such annual meeting and who continues to serve as a non-employee director following such meeting, and who has not announced an intention to resign from our board of directors, will be granted an annual equity award (the Annual Award) comprised of an option to purchase shares of the Company’s Class A common stock (the Annual Option) and an RSU award settleable in shares of the Company’s Class A common stock (the Annual RSU). The Annual Award will have a Value of $425,000 with the Value of the Annual Option and the Value of the Annual RSU each being equal as nearly as practicable to 50% of
23
the aggregate Value of the Annual Award, provided that in no event will the Annual Option be for more than 5,250 shares or the Annual RSU be for more than 3,550 shares, subject to adjustment for stock splits or other similar capitalization changes. Each Annual Option and Annual RSU will vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) the date of the Company’s next annual meeting of stockholders, subject to the director’s continued service as a member of our board of directors through the applicable vesting date.
Initial Awards and Annual Awards are also subject to such other terms, conditions and limitations as may be set forth in the 2021 Plan. All outstanding Initial Awards and Annual Awards will become fully vested and exercisable upon the effective time of certain sale events specified in the non-employee director compensation policy.
We will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of our board of directors and committees thereof.
2025 Compensation
The March 2026 Amendment increased the annual cash retainer for non-employee directors for service on our board of directors from $42,000 to $50,000 and the additional annual cash retainer for a non-employee Chairperson from $31,000 to $35,000. Additionally, the March 2026 Amendment increased the Initial Award Value for non-employee directors from $600,000 to $750,000, adjusted the maximum number of shares subject to the Initial Option from 14,850 shares to 9,200 shares, adjusted the maximum number of shares subject to the Initial RSU from 7,425 shares to 6,250 shares, increased the Annual Award Value from $400,000 to $425,000, adjusted the maximum number of shares subject to the Annual Option from 9,900 shares to 5,250 shares, and adjusted the maximum number of shares subject to the Annual RSU from 4,950 shares to 3,550 shares. Otherwise, the terms of the non-employee director compensation policy effective prior to the effectiveness of the March 2026 Amendment were the same as described above.
Rule 10b5-1 Sales Plans
Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time.
Limitations of Liability and Indemnification Matters
We have adopted provisions in our Restated Certificate of Incorporation and Amended and Restated Bylaws that limit or eliminate the personal liability of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (DGCL), as it now exists or may in the future be amended. Consequently, a director or officer will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director or officer, except for liability for:
These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.
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In addition, our Amended and Restated Bylaws provide that:
We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any proceeding in which indemnification is available and we will indemnify our directors and executive officers for any action or proceeding arising out of that person’s services as a director or executive officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or executive officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or executive officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or executive officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.
25
Report of the Audit Committee of the Board of Directors
The audit committee oversees the Company’s financial reporting process on behalf of the board of directors. We have reviewed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2025, and discussed them with Company management and KPMG LLP, the Company’s independent registered public accounting firm.
We have received from, and discussed with, KPMG LLP, which is responsible for expressing an opinion on the conformity of the Company’s audited consolidated financial statements with accounting principles generally accepted in the United States, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the audit committee under generally accepted auditing standards, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the SEC. In addition, we have received from KPMG LLP the written disclosures and the letter required by applicable requirements of the PCAOB regarding its communications with us concerning independence, have considered the compatibility of non-audit services with the auditors’ independence and have discussed with KPMG LLP its independence from management and the Company.
Based on the review and discussions referred to above, we recommended to the board of directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
This report of the audit committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.
The foregoing report has been furnished by the audit committee.
Respectfully submitted,
The Audit Committee of the Board of Directors
Sapna Srivastava, Ph.D., Chair
Christy Oliger
Cameron A. Wheeler, Ph.D.
26
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes the overall philosophy, objectives and structure of our executive compensation program, and important factors and information relevant to an analysis of our compensation policies and decisions. Our NEOs for the fiscal year ended on December 31, 2025, were:
Name |
|
Position |
James R. Porter, Ph.D. |
|
President and Chief Executive Officer |
Christopher D. Turner, M.D. |
|
Chief Medical Officer |
Alexandra Balcom, MBA, CPA |
|
Chief Financial Officer and Treasurer |
Darlene Noci, ALM |
|
Chief Development Officer |
Deborah Miller, Ph.D., J.D. |
|
Chief Legal Officer and Secretary |
Overview and Business Highlights
We are a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer. We leverage our team’s deep expertise in chemistry and structure-based drug design to develop innovative small molecules that are designed with the aim to overcome the limitations of existing therapies for clinically proven kinase targets.
To date, we have identified and progressed three product candidates into clinical development: (i) zidesamtinib (NVL-520) for patients with ROS proto-oncogene 1 (ROS1)-positive non-small cell lung cancer (NSCLC); (ii) neladalkib (NVL-655) for patients with anaplastic lymphoma kinase (ALK)-positive NSCLC; and (iii) NVL-330 for patients with tumors driven by human epidermal growth factor receptor 2 (HER2) mutations and alterations, including HER2 exon 20 insertion mutations. In November 2025, we announced that the FDA accepted for filing our NDA for zidesamtinib for the treatment of adult patients with locally advanced or metastatic ROS1-positive NSCLC who received at least 1 prior ROS1 tyrosine kinase inhibitor (TKI) and assigned the application a Prescription Drug User Fee Act target action date of September 18, 2026. We plan to submit data to the FDA to support a potential label expansion of zidesamtinib in TKI-naïve patients with locally advanced or metastatic ROS1-positive NSCLC in the second half of 2026. In April 2026, we announced the submission of our NDA for neladalkib in TKI pre-treated advanced ALK-positive NSCLC to the FDA. We plan to progress the ongoing ALKAZAR Phase 3 clinical trial of neladalkib for TKI-naïve patients with advanced ALK-positive NSCLC and HEROEX-1 Phase 1a/1b clinical trial of NVL-330 for patients with advanced HER2-altered NSCLC. Further, we aim to disclose a new product development candidate by year-end 2026.
During 2025, we achieved a number of important milestones and made significant progress on our clinical development, regulatory, organizational, and other corporate goals. Some of the key highlights which factored into our performance assessment for purposes of determining 2025 compensation for our NEOs included:
27
NEO compensation-related actions taken by our compensation committee and board of directors in 2025 included:
We believe our compensation committee and board of directors have appropriately designed our executive compensation program to reflect our current size, strategy, and operational priorities, and, with this program, have motivated and incentivized our management team to build long-term, sustainable stockholder value.
Compensation Philosophy and Objectives
Our executive compensation program is designed to attract and retain qualified and talented executives, motivate such executives to achieve our corporate goals and reward them for short- and long-term performance with a simple and clear compensation structure. We intend that total compensation for our NEOs, which we define as base salary, target annual cash incentives and equity incentive awards, reflects our pay-for-performance compensation philosophy in order to attract, retain and motivate our officers who have relevant, critical skills and experience, and can make important contributions to the achievement of our business objectives.
When our compensation committee allocates compensation among the elements of total compensation in its executive compensation program design, it takes into consideration factors such as providing short- and long-term incentives related to our financial and operational performance, in a manner intended to align the interests of our NEOs with the interests of our stockholders, reward value creation and provide competitive pay and benefits to our NEOs. Variable incentive compensation is a substantial component of our compensation strategy and aims to ensure that total compensation reflects the overall performance of our Company.
To achieve our compensation objectives, we provide executives with the following fixed and variable compensation components:
Compensation Element |
|
Purpose |
Base Salary |
|
Provides a fixed level of compensation that is competitive with the external market and recognizes performance of job responsibilities |
Annual Cash Incentives |
|
Aligns short-term incentives with the annual corporate goals of the Company to attain key business objectives within the fiscal year |
Equity Incentive Awards |
|
Promotes the maximization of sustained stockholder value by aligning the long-term interests of our executive officers and stockholders |
28
Strong Governance of our Compensation Program
Our pay-for-performance philosophy and compensation governance practices are designed to provide an appropriate framework for our executives to achieve our corporate goals without encouraging them to take excessive risks in their business decisions. Some of our core practices include:
What We Do |
✓ Deliver executive compensation through performance-based pay |
✓ Heavily weight executive compensation towards variable or at-risk incentive pay |
✓ Maintain an independent compensation committee with entirely independent directors |
✓ Retain and consult with an independent compensation consultant on compensation components, levels and practices |
✓ Utilize an industry-specific peer group tailored to current market capitalization and stage of development and verifiable market data to benchmark competitive pay |
✓ Set challenging short- and long-term incentive program goals |
✓ Responsible use of shares under our long-term incentive program |
✓ Grant time-based equity awards with meaningful vesting periods |
✓ Grant performance-based equity awards tied to clear performance objectives aligned with our strategy |
✓ Award bonuses consistent with performance |
✓ Provide market-competitive benefits for executives which are consistent with the rest of our employees |
✓ Conduct annual say-on-pay vote |
What We Don’t Do |
✘ No “single-trigger” change of control payments or equity acceleration |
✘ No excessive perquisites |
✘ No tax gross-ups to executives |
✘ No hedging or pledging of our securities |
✘ No guaranteed annual bonuses, salary increases or equity awards |
✘ No supplemental executive retirement plans |
Stockholder Say-On-Pay Vote Results
At our 2025 annual meeting of stockholders held on June 18, 2025, we provided our stockholders with the opportunity to cast a non-binding advisory vote on the compensation of our NEOs. Approximately 83.7% of the votes cast on our “say-on-pay” vote were voted in favor of the proposal. We have considered the results of this vote and view the support of our stockholders as a general endorsement of our approach to executive compensation. Accordingly, we decided to maintain our general approach to executive compensation and did not make any changes to our executive compensation arrangements or to our compensation policies in response to the vote. We remain committed to considering the outcome of our “say-on-pay” votes and continuing to align our compensation practices and policies with our compensation objectives and market trends.
Determination of Compensation
Our compensation committee is responsible for making recommendations to our board of directors with respect to the compensation for our NEOs and is charged with reviewing our executive compensation policies and practices to help ensure adherence to our compensation philosophies and objectives. Our board of directors reviews the compensation recommendations made by our compensation committee, and ultimately approves all compensation-related matters after considering those recommendations. To make its recommendations, the compensation committee reviews external market data at the 25th, 50th and 75th percentiles of our peer group, as discussed below, which may be supplemented with general survey data, and also considers other internal factors, including
29
achievement against our corporate goals. In recommending 2025 executive compensation, the compensation committee consulted with our Chief Executive Officer (other than with respect to his own compensation) and considered advice and data provided by Alpine Rewards. Additional information regarding the roles of Alpine Rewards and our executive officers is provided below under the headings “Role of Compensation Consultant in Determining Executive Compensation” and “Role of Executive Officers in Determining Executive Compensation.”
Role of Compensation Consultant in Determining Executive Compensation
Our compensation committee has the sole authority under its charter to engage the services of a consulting firm or other outside advisor to assist it in designing our compensation programs and in making executive compensation decisions. Our compensation committee has engaged Alpine Rewards as its compensation consultant since 2024 to support compensation decisions by conducting formal compensation analyses for the compensation committee regarding the compensation of our executive officers, on a position-by-position basis, in comparison to similarly situated executive officers in our peer group and other relevant companies, using benchmarking data. When making decisions with respect to the executive compensation to be paid to our NEOs in 2025, our compensation committee considered advice and data provided by Alpine Rewards. Alpine Rewards provided our compensation committee with peer group and market information for 2024 and 2025 that our compensation committee used to evaluate whether our executive compensation program is competitive when compared with market trends in executive compensation practices for comparable companies, after accounting for the Company’s business circumstances and our NEOs’ experience and responsibilities. Our compensation committee has considered the adviser independence factors required under SEC rules and the Nasdaq listing standards as they relate to Alpine Rewards and believes Alpine Rewards’ work does not raise a conflict of interest.
In September 2024, in connection with our compensation committee’s annual review of our executive compensation programs, Alpine Rewards conducted and presented to the compensation committee an assessment of our peer group, taking into account the Company’s continued growth and acceleration of its clinical trial timelines. Our compensation committee, in consultation with and using market data provided by Alpine Rewards, selected a peer group (which we refer to as our 2024 Peer Group) focusing on companies with product candidates in later-stage clinical development, early commercial-stage companies, and companies with similar market capitalizations to ours.
Our 2024 Peer Group was used for the purposes of determining 2025 NEO compensation, and consisted of the following 18 publicly traded companies that operate in the broader biopharmaceutical industry and which represent competitors for executive talent and capital:
2024 Peer Group |
||||
Apogee Therapeutics, Inc. |
|
Denali Therapeutics Inc. |
|
Summit Therapeutics Inc. |
Arcellx, Inc. |
|
IDEAYA Biosciences, Inc. |
|
Syndax Pharmaceuticals, Inc. |
Arrowhead Pharmaceuticals, Inc. |
|
Immunovant, Inc. |
|
Vaxcyte, Inc. |
Avidity Biosciences, Inc. |
|
Intellia Therapeutics, Inc. |
|
Viking Therapeutics, Inc. |
Blueprint Medicines Corp. |
|
Madrigal Pharmaceuticals, Inc. |
|
|
CRISPR Therapeutics AG |
|
Merus N.V. |
|
|
Cytokinetics, Incorporated |
|
Revolution Medicines, Inc. |
|
|
In September 2025, our compensation committee revisited our peer group as part of its annual review of our executive compensation programs. Alpine Rewards conducted and presented to the compensation committee an updated assessment of our peer group in light of the Company’s market capitalization and stage of development, and recommended a peer group focusing on U.S.-based late-stage clinical development and early commercial-stage biopharmaceutical companies with a similar therapeutic focus, market capitalization, headcount, and location. As a result of that assessment, our compensation committee selected an updated peer group (which we refer to as our 2025 Peer Group) for use in determining 2026 NEO compensation, comprised of the following 19 publicly traded companies that operate in the broader biopharmaceutical industry and which represent competitors for executive talent and capital:
30
2025 Peer Group |
||||
Akero Therapeutics, Inc.* |
|
CRISPR Therapeutics AG |
|
Rhythm Pharmaceuticals, Inc.* |
Arcellx, Inc. |
|
Cytokinetics, Incorporated |
|
Scholar Rock Holding Corporation* |
Arrowhead Pharmaceuticals, Inc. |
|
Denali Therapeutics Inc. |
|
Summit Therapeutics Inc. |
Avidity Biosciences, Inc. |
|
Immunovant, Inc. |
|
TG Therapeutics, Inc.* |
Axsome Therapeutics, Inc.* |
|
Madrigal Pharmaceuticals, Inc. |
|
Vaxcyte, Inc. |
BridgeBio Pharma, Inc.* |
|
Merus N.V. |
|
|
Corcept Therapeutics Incorporated* |
|
Revolution Medicines, Inc. |
|
|
*Added to our 2025 Peer Group due to stage of development and valuation profile.
In determining our 2025 Peer Group as compared to our 2024 Peer Group, Alpine Rewards recommended, and our compensation committee agreed, to remove the following companies due to a re-assessment of our peer market capitalization range and, in the case of BluePrint Medicines Corp., acquisition:
Apogee Therapeutics, Inc. |
|
IDEAYA Biosciences, Inc. |
|
Syndax Pharmaceuticals, Inc. |
Blueprint Medicines Corp. |
|
Intellia Therapeutics, Inc. |
|
Viking Therapeutics, Inc. |
Our compensation committee recognizes the very competitive market for executive talent in our industry, and the importance of attracting and retaining strong talent as our business continues to evolve. Our positioning on executive compensation is intended to keep our Company competitive while strongly incentivizing performance and appropriately controlling executive compensation cost.
Role of Executive Officers in Determining Executive Compensation
As a part of determining NEO performance and compensation, the compensation committee received recommendations from our Chief Executive Officer to assist it in determining recommendations for 2025 compensation levels for our other NEOs. The compensation committee exercised its independent judgment in making recommendations to the board of directors regarding executive compensation and the ultimate decisions regarding executive compensation were made by our board of directors after considering the recommendations of the compensation committee. In 2025, the evaluation of each of our NEOs was based on our overall corporate achievement against annual corporate goals that were approved by our board of directors at the beginning of the year. At the invitation of the compensation committee, our Chief Executive Officer and certain members of our senior management also participate in portions of compensation committee meetings to share their perspective and relevant information on topics that the compensation committee is discussing.
Components of Compensation
Our executive compensation program consists of three primary components: base salary, annual cash incentives, and equity incentive awards in the form of time-based stock options, time-vested RSUs, and PSUs.
Base Salary
We provide annual base salaries to our NEOs to compensate them for performance of job responsibilities and to attract and retain individuals with superior talent. The annual base salary for each of our NEOs was initially established at the time the executive was hired, based on an assessment of market data and the experience of the candidate, in order to develop a compensation package, including base salary, that was necessary to attract and retain each individual.
Our compensation committee periodically reviews and evaluates the need for adjustment of the base salaries of our NEOs based on changes and expected changes in the scope of an executive’s responsibilities, including promotions, Company achievement, market data and general salary trends in our industry. No specific weight is assigned to any of these criteria. In 2025, our compensation committee approved salary increases of approximately 8% for Ms. Noci and approximately 6% for Dr. Miller to better align with the market median. Our compensation committee approved a salary increase of 4% for our other NEOs to align with market movement.
31
The following table sets forth the base salaries of our NEOs for 2024 and 2025, together with the approximate percentage change year-over-year.
Name |
|
Base Salary as of |
|
Base Salary as of |
|
Approximate Percent Change |
James R. Porter, Ph.D. |
|
627,000 |
|
652,100 |
|
4% |
Christopher D. Turner, M.D. |
|
500,100 |
|
520,100 |
|
4% |
Alexandra Balcom, MBA, CPA |
|
457,200 |
|
475,500 |
|
4% |
Darlene Noci, ALM |
|
432,700 |
|
467,400 |
|
8% |
Deborah Miller, Ph.D., J.D. |
|
440,500 |
|
467,000 |
|
6% |
Annual Cash Incentives
We believe that the payment of annual, performance-based cash compensation provides incentives necessary to retain executive officers and reward them for short-term company achievement. Each NEO is eligible to receive an annual performance-based cash bonus based on achievement of performance goals determined by our compensation committee. Each NEO has a target annual bonus award amount, expressed as a percentage of the NEO’s base salary. When our compensation committee set NEO compensation for 2025, it elected to increase the target annual bonus percentage of each NEO by 5% to better align with the market. At the beginning of each year, our board of directors, with input from our compensation committee, sets corporate goals for the year. Based on these corporate goals, our compensation committee determines the performance goals that will be used for the determination of performance-based cash bonuses for the year, including whether the performance goals will consist entirely of the corporate goals approved by the board of directors, or a combination of those corporate goals and individual goals. At the end of each year, our compensation committee then reviews actual performance against the performance goals for the payment of performance-based cash bonuses and determines holistically what it believes to be the appropriate level of cash bonus, if any, for our NEOs. The compensation committee then makes a recommendation of its assessment of the annual bonus amounts for our NEOs to the board of directors for its review, consideration and approval based on performance against the performance goals.
In January 2025, after receiving input from our compensation committee and management, our board of directors approved our corporate goals for 2025. These corporate goals included:
Each of the corporate goals was designed to be challenging but achievable with the coordinated efforts of our management team and the successful execution against our strategic operating plan.
In February 2025, our compensation committee determined that the performance goals used in determining cash bonuses for fiscal year 2025 would consist solely of our 2025 corporate goals, and consequently, the cash bonuses
32
paid to our NEOs for fiscal year 2025 would be determined solely based on the Company’s achievement against our corporate goals.
Following review of our achievement against our corporate goals, and after receiving input from our compensation committee and our Chief Executive Officer in December 2025, our board of directors subsequently approved in January 2026 a corporate achievement score against our corporate goals of 120%. In reviewing our corporate achievement against our goals, our board of directors determined that actual achievement met our base corporate goals relating to product development, portfolio expansion, and strategic and operational goals in part due to the completion of our NDA submission for zidesamtinib, our pivotal data announcements for zidesamtinib and neladalkib, and the launch of our ALKAZAR trial, for an aggregate total weighting of 100%. They further determined that actual achievement exceeded our corporate goals in part due to: (a) the positive reception of our pivotal data announcements for zidesamtinib and neladalkib from external stakeholders; (b) completion of our successful $500 million public offering of our Class A common stock, which is expected to extend our cash runway into 2029, exclusive of any potential revenues we may receive from our product candidates, if approved; and (c) successful execution on our company-building initiatives, including integration of our new, commercially-focused business lines and workforce in preparation for a first potential product launch in 2026, for an additional weighting of 20%.
After determination by our board of directors of our Company’s corporate achievement score against our predetermined corporate goals, as described above, upon the recommendation of our compensation committee, our board of directors approved the bonuses for our NEOs set forth in the table below.
|
|
2025 Target Bonus |
|
2025 Actual Bonus |
||
Name |
|
% of Base |
|
($) |
|
120% Corporate Achievement |
James R. Porter, Ph.D. |
|
60% |
|
391,260 |
|
469,512 |
Christopher D. Turner, M.D. |
|
45% |
|
234,045 |
|
280,854 |
Alexandra Balcom, MBA, CPA |
|
45% |
|
213,975 |
|
256,770 |
Darlene Noci, ALM |
|
45% |
|
210,330 |
|
252,396 |
Deborah Miller, Ph.D., J.D. |
|
45% |
|
210,150 |
|
252,180 |
Equity Incentive Awards
We provide equity-based incentive awards to compensate our employees and to motivate them and encourage retention by providing an opportunity for the recipients to participate in the ownership of our Company. In addition, we believe equity awards align the interests of our employees with the interests of our stockholders. Our compensation committee believes that employees in a position to make a substantial contribution to our long-term success should have a significant and ongoing stake in our Company.
We grant equity to executives annually as part of their annual compensation opportunity, as well as upon promotion, to motivate, retain and reward our NEOs for their performance and our success. Our equity award grants have historically been granted as time-based stock options; however, in 2024, we began granting time-based RSUs and, in 2025, we introduced PSUs. A majority of the shares subject to annual equity awards granted to our executive officers in 2025 were delivered in the form of stock options and PSUs. Stock options have value to an award recipient only if our stock price appreciates, while PSUs have value if and only to the extent that the pre-established performance metrics are achieved. RSUs are included as a component in our compensation program to foster balance with the performance-based compensation elements in the overall equity mix and, therefore, help support our compensation philosophy of providing market-competitive compensation in order to attract and retain qualified and talented executives, while still delivering at-risk compensation tied to the Company’s stock price performance.
Our 2025 time-based vesting option awards to our NEOs are subject to vesting in equal monthly installments over the four years following the grant date, subject to the holder’s continued service to the Company through each applicable vesting date, while our 2025 time-based vesting RSUs vest in equal annual installments over the three years following the grant date, subject to the holder’s continued service to the Company through each applicable vesting date. Our 2025 PSUs are earned contingent upon the achievement of pre-established performance goals, as
33
part of our long-term incentive strategy. The PSUs we granted to our NEOs in 2025 vest as to one-half of the shares upon the achievement of each of two development milestones, in each case, on or before December 31, 2027, subject to the holder’s continued service to the Company through each applicable vesting date. Our compensation committee set these development milestones to be difficult to attain, but achievable with strong performance.
The equity awards granted to our NEOs for 2025 are described in greater detail below. Our compensation committee evaluates various factors when determining the number of shares subject to equity incentive awards to grant to our NEOs, including the base salary and target annual cash incentive opportunity of the NEO, the value of the total compensation package our compensation committee and board of directors deem appropriate to attract and retain highly qualified NEOs in light of the competitive environment, the NEO’s ability to influence and create long-term stockholder value, peer group comparable metrics and data, and the advice and input from the compensation committee’s compensation consultant.
Name |
|
Grant Date |
|
Shares |
|
Number of RSUs Granted(2) |
|
Number of PSUs Granted(3) |
James R. Porter, Ph.D. |
|
1/6/2025 |
|
112,500 |
|
56,250 |
|
16,900 |
Christopher D. Turner, M.D. |
|
1/6/2025 |
|
37,500 |
|
18,750 |
|
5,600 |
Alexandra Balcom, MBA, CPA |
|
1/6/2025 |
|
37,500 |
|
18,750 |
|
5,600 |
Darlene Noci, ALM |
|
1/6/2025 |
|
37,500 |
|
18,750 |
|
5,600 |
Deborah Miller, Ph.D., J.D. |
|
1/6/2025 |
|
37,500 |
|
18,750 |
|
5,600 |
Benefits and Other Compensation
Health and Welfare Benefits
Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, group life and disability insurance plans, on the same terms as non-executive officer employees. We believe that our reliable and competitive health and welfare benefit programs help ensure that we have a productive and focused workforce. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program.
401(k) Plan
The Company has a 401(k) defined contribution plan (401(k) Plan) for its employees. Eligible employees may make pretax and/or “Roth” after-tax contribution to the 401(k) Plan up to applicable statutory limits. For 2024 and 2025, we offered a discretionary employer matching contribution equal to 100% of a participant’s eligible contributions of up to 6% of eligible compensation, subject to limits established by the Internal Revenue Code of 1986 (the Code).
Severance and Change in Control Payments and Benefits
Under our employment arrangements with our NEOs, we have agreed to provide severance payments and other benefits in the event of the termination of their employment under specified circumstances. We have provided more
34
detailed information about these payments and benefits, under the caption “Executive Compensation - Employment, Severance and Change in Control Arrangements” below.
We believe providing severance and/or change in control payments and benefits as an element of our compensation structure can help us compete for executive talent and attract and retain highly talented executive officers whose contributions are critical to our long-term success. We believe these benefits will offer sufficient cash continuity protection such that our executives will focus their full time and attention on the requirements of the business rather than the potential implications for their respective position in the event of a termination or change in control. After consultation with Alpine Rewards, we believe that our severance and change in control payments and benefits are appropriate.
Pension Benefits and Nonqualified Deferred Compensation
We do not offer defined benefit pension plans or nonqualified deferred compensation plans to our employees, including our executive officers.
Insider Trading Policy
We have
Anti-Hedging Policy
Our Insider Trading Policy, among other things, expressly prohibits our directors, officers, employees and designated consultants, as well as their affiliates, from engaging in short sales of our securities; or purchases or sales of puts, calls or other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities or engage in any other hedging transaction with respect to the Company’s securities, at any time.
Clawback Policy
We have adopted a “clawback policy” compliant with Nasdaq listing standards which provides that, in the event that we are required to prepare an accounting restatement, we will attempt to recover from our current or former executive officers the pre-tax amount of incentive-based compensation in excess of what would have been paid to such executive officer after giving effect to the accounting restatement during the three completed fiscal years immediately preceding the earlier of (i) the date our board of directors, or a committee of our board of directors, or the officer or officers of the Company authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement. For purposes of the policy, incentive-based compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (whether or not such measures are presented within the Company’s financial statements or included in a filing made with the SEC); stock price; and total stockholder return. If the incentive-based compensation is based on our stock price or total stockholder return and the amount of excess incentive-based compensation is not calculable directly from the information in an accounting restatement, the amount recovered will be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total stockholder return upon which the incentive-based compensation was received.
35
Compensation Committee Report
Our compensation committee has reviewed the “Compensation Discussion and Analysis” section of this Proxy Statement required by Item 402(b) of Regulation S-K and discussed such section with management. Based on this review and discussions, the compensation committee recommended to the board of directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 26, 2026.
By the Compensation Committee of the Board of Directors of Nuvalent, Inc.,
Grant C. Bogle (Chair)
Anna Protopapas
Cameron A. Wheeler, Ph.D.
36
Summary Compensation Table - 2025
The following table sets forth information regarding compensation awarded to, earned by, or paid to each of our NEOs during the periods indicated.
Name and Principal Position |
|
Year |
|
Salary |
|
Stock |
|
Option |
|
Non-Equity |
|
All Other |
|
Total |
James R. Porter, Ph.D. |
|
2025 |
|
652,100 |
|
4,392,563 |
|
5,857,906 |
|
469,512 |
|
21,521 |
|
11,393,602 |
President and Chief Executive Officer |
|
2024 |
|
627,000 |
|
8,161,080 |
|
8,039,672 |
|
431,063 |
|
21,054 |
|
17,279,869 |
|
|
2023 |
|
602,800 |
|
— |
|
8,322,916 |
|
431,002 |
|
20,154 |
|
9,376,872 |
Christopher D. Turner, M.D. |
|
2025 |
|
520,100 |
|
1,464,188 |
|
1,952,635 |
|
280,854 |
|
21,521 |
|
4,239,298 |
Chief Medical Officer |
|
2024 |
|
500,100 |
|
2,409,255 |
|
2,370,481 |
|
250,050 |
|
21,054 |
|
5,550,940 |
|
|
2023 |
|
480,800 |
|
— |
|
2,852,237 |
|
250,016 |
|
20,154 |
|
3,603,207 |
Alexandra Balcom, MBA, CPA |
|
2025 |
|
475,500 |
|
1,464,188 |
|
1,952,635 |
|
256,770 |
|
21,521 |
|
4,170,614 |
Chief Financial Officer and Treasurer |
|
2024 |
|
457,200 |
|
2,409,255 |
|
2,370,481 |
|
228,600 |
|
21,054 |
|
5,486,590 |
|
|
2023 |
|
440,300 |
|
— |
|
2,852,237 |
|
228,956 |
|
20,154 |
|
3,541,647 |
Darlene Noci, ALM(5) |
|
2025 |
|
467,400 |
|
1,464,188 |
|
1,952,635 |
|
252,396 |
|
21,521 |
|
4,158,140 |
Chief Development Officer |
|
2024 |
|
432,700 |
|
2,409,255 |
|
2,370,481 |
|
216,350 |
|
21,054 |
|
5,449,840 |
Deborah Miller, Ph.D., J.D.(5) |
|
2025 |
|
467,000 |
|
1,464,188 |
|
1,952,635 |
|
252,180 |
|
21,521 |
|
4,157,524 |
Chief Legal Officer and Secretary |
|
2024 |
|
440,500 |
|
2,409,255 |
|
2,370,481 |
|
220,250 |
|
21,054 |
|
5,461,540 |
37
Grants of Plan-Based Awards
The following table sets forth information regarding grants of plan-based awards to our NEOs in 2025. All equity awards were granted under our 2021 Plan.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
Option |
|
|
|
Grant Date |
|
|
|
|
Estimated Future Payouts |
|
Estimated Future Payouts |
|
Number of |
|
Number of |
|
Exercise or |
|
of |
||||||||
|
|
|
|
Under Non-Equity |
|
Under Equity |
|
Shares of |
|
Securities |
|
Base Price |
|
Stock and |
||||||||
|
|
|
|
Incentive Plan Awards(1) |
|
Incentive Plan Awards(2) |
|
Stock or |
|
Underlying |
|
of Option |
|
Option |
||||||||
|
|
Grant |
|
Threshold |
|
Target |
|
Maximum |
|
Threshold |
|
Target |
|
Maximum |
|
Units(3) |
|
Options(4) |
|
Awards(5) |
|
Awards(6) |
Name |
|
Date |
|
($) |
|
($) |
|
($) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
(#) |
|
($/Share) |
|
($) |
James R. Porter, Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Bonus |
|
N/A |
|
— |
|
391,260 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Options |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
112,500 |
|
78.09 |
|
5,857,906 |
RSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
56,250 |
|
— |
|
— |
|
4,392,563 |
PSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
16,900 |
|
— |
|
— |
|
— |
|
— |
|
0 |
Christopher D. Turner, M.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Bonus |
|
N/A |
|
— |
|
234,045 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Options |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
37,500 |
|
78.09 |
|
1,952,635 |
RSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
18,750 |
|
— |
|
— |
|
1,464,188 |
PSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
5,600 |
|
— |
|
— |
|
— |
|
— |
|
0 |
Alexandra Balcom, MBA, CPA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Bonus |
|
N/A |
|
— |
|
213,975 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Options |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
37,500 |
|
78.09 |
|
1,952,635 |
RSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
18,750 |
|
— |
|
— |
|
1,464,188 |
PSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
5,600 |
|
— |
|
— |
|
— |
|
— |
|
0 |
Darlene Noci, ALM |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Bonus |
|
N/A |
|
— |
|
210,330 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Options |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
37,500 |
|
78.09 |
|
1,952,635 |
RSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
18,750 |
|
— |
|
— |
|
1,464,188 |
PSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
5,600 |
|
— |
|
— |
|
— |
|
— |
|
0 |
Deborah Miller, Ph.D., J.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Bonus |
|
N/A |
|
— |
|
210,150 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
Options |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
37,500 |
|
78.09 |
|
1,952,635 |
RSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
18,750 |
|
— |
|
— |
|
1,464,188 |
PSUs |
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
5,600 |
|
— |
|
— |
|
— |
|
— |
|
0 |
38
Outstanding Equity Awards at 2025 Fiscal Year-End
The following table sets forth information concerning outstanding equity awards held by our NEOs as of December 31, 2025.
|
|
|
|
Option Awards |
|
Stock Awards(1) |
||||||||||||
Name |
|
Grant Date |
|
Number of |
|
Number of |
|
Option |
|
Option |
|
Number of |
|
Market Value |
|
Equity Incentive Plan Awards: |
|
Equity Incentive Plan Awards: |
James R. Porter, Ph.D. |
|
1/6/2025 |
|
25,781 |
|
86,719(4) |
|
78.09 |
|
1/6/2035 |
|
— |
|
— |
|
— |
|
— |
|
|
1/5/2024 |
|
77,194 |
|
83,906(4) |
|
72.35 |
|
1/5/2034 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2023 |
|
63,819 |
|
113,961(4) |
|
27.85 |
|
1/6/2033 |
|
— |
|
— |
|
— |
|
— |
|
|
1/4/2022 |
|
215,517 |
|
6,883(5) |
|
18.93 |
|
1/4/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
4/29/2021 |
|
867,172 |
|
— |
|
6.89 |
|
4/29/2031 |
|
— |
|
— |
|
— |
|
— |
|
|
12/15/2020 |
|
33,423 |
|
— |
|
0.87 |
|
12/15/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
5/25/2020 |
|
508,942 |
|
— |
|
0.65 |
|
5/25/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
5/25/2020 |
|
49,401 |
|
— |
|
0.65 |
|
5/25/2030 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
56,250 |
|
5,658,188 |
|
— |
|
— |
|
|
1/5/2024 |
|
— |
|
— |
|
— |
|
— |
|
75,200 |
|
7,564,368 |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
16,900 |
|
1,699,971 |
Christopher D. Turner, M.D. |
|
1/6/2025 |
|
8,594 |
|
28,906(4) |
|
78.09 |
|
1/6/2035 |
|
— |
|
— |
|
— |
|
— |
|
|
1/5/2024 |
|
22,760 |
|
24,740(4) |
|
72.35 |
|
1/5/2034 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2023 |
|
105,146 |
|
39,054(4) |
|
27.85 |
|
1/6/2033 |
|
— |
|
— |
|
— |
|
— |
|
|
1/4/2022 |
|
104,771 |
|
2,229(5) |
|
18.93 |
|
1/4/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
4/29/2021 |
|
303,105 |
|
— |
|
6.89 |
|
4/29/2031 |
|
— |
|
— |
|
— |
|
— |
|
|
4/29/2021 |
|
2,835 |
|
— |
|
6.89 |
|
4/29/2031 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
18,750 |
|
1,886,063 |
|
— |
|
— |
|
|
1/5/2024 |
|
— |
|
— |
|
— |
|
— |
|
22,200 |
|
2,233,098 |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5,600 |
|
563,304 |
Alexandra Balcom, MBA, CPA |
|
1/6/2025 |
|
8,594 |
|
28,906(4) |
|
78.09 |
|
1/6/2035 |
|
— |
|
— |
|
— |
|
— |
|
|
1/5/2024 |
|
8,906 |
|
24,740(4) |
|
72.35 |
|
1/5/2034 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2023 |
|
45,146 |
|
39,054(4) |
|
27.85 |
|
1/6/2033 |
|
— |
|
— |
|
— |
|
— |
|
|
1/4/2022 |
|
26,750 |
|
2,229(5) |
|
18.93 |
|
1/4/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
4/29/2021 |
|
29,101 |
|
— |
|
6.89 |
|
4/29/2031 |
|
— |
|
— |
|
— |
|
— |
|
|
2/16/2021 |
|
161,656 |
|
— |
|
1.08 |
|
2/16/2031 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
18,750 |
|
1,886,063 |
|
— |
|
— |
|
|
1/5/2024 |
|
— |
|
— |
|
— |
|
— |
|
22,200 |
|
2,233,098 |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5,600 |
|
563,304 |
Darlene Noci, ALM |
|
1/6/2025 |
|
8,594 |
|
28,906(4) |
|
78.09 |
|
1/6/2035 |
|
— |
|
— |
|
— |
|
— |
|
|
1/5/2024 |
|
22,760 |
|
24,740(4) |
|
72.35 |
|
1/5/2034 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2023 |
|
75,275 |
|
39,054(4) |
|
27.85 |
|
1/6/2033 |
|
— |
|
— |
|
— |
|
— |
|
|
8/1/2022 |
|
12,926 |
|
8,333(5) |
|
14.40 |
|
8/1/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
1/4/2022 |
|
32,411 |
|
1,162(5) |
|
18.93 |
|
1/4/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
4/29/2021 |
|
6,776 |
|
— |
|
6.89 |
|
4/29/2031 |
|
— |
|
— |
|
— |
|
— |
|
|
2/16/2021 |
|
10,216 |
|
— |
|
1.08 |
|
2/15/2031 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
18,750 |
|
1,886,063 |
|
— |
|
— |
|
|
1/5/2024 |
|
— |
|
— |
|
— |
|
— |
|
22,200 |
|
2,233,098 |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5,600 |
|
563,304 |
Deborah Miller, Ph.D., J.D. |
|
1/6/2025 |
|
8,594 |
|
28,906(4) |
|
78.09 |
|
1/6/2035 |
|
— |
|
— |
|
— |
|
— |
|
|
1/5/2024 |
|
22,760 |
|
24,740(4) |
|
72.35 |
|
1/5/2034 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2023 |
|
51,100 |
|
39,054(4) |
|
27.85 |
|
1/6/2033 |
|
— |
|
— |
|
— |
|
— |
|
|
1/4/2022 |
|
68,771 |
|
2,229(5) |
|
18.93 |
|
1/4/2032 |
|
— |
|
— |
|
— |
|
— |
|
|
4/29/2021 |
|
94,608 |
|
— |
|
6.89 |
|
4/29/2031 |
|
— |
|
— |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
18,750 |
|
1,886,063 |
|
— |
|
— |
|
|
1/5/2024 |
|
— |
|
— |
|
— |
|
— |
|
22,200 |
|
2,233,098 |
|
— |
|
— |
|
|
1/6/2025 |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
5,600 |
|
563,304 |
39
Option Exercises and Stock Vested in 2025
|
|
Option Awards |
|
Stock Awards |
||||
|
|
Number of |
|
Value Realized |
|
Number of |
|
Value Realized |
Name |
|
(#) |
|
($)(1) |
|
(#) |
|
($)(2) |
James R. Porter, Ph.D. |
|
327,000 |
|
20,199,926 |
|
37,600 |
|
3,037,328 |
Christopher D. Turner, M.D. |
|
— |
|
— |
|
11,100 |
|
896,658 |
Alexandra Balcom, MBA, CPA |
|
184,500 |
|
13,717,229 |
|
11,100 |
|
896,658 |
Darlene Noci, ALM |
|
74,000 |
|
4,761,656 |
|
11,100 |
|
896,658 |
Deborah Miller, Ph.D., J.D. |
|
79,000 |
|
7,272,499 |
|
11,100 |
|
896,658 |
Policies and Practices Related to the Grant of Equity Awards
We grant equity awards, including stock options, RSUs, and PSUs, to our employees and directors on an annual basis.
While we do not have a specific policy or obligation that requires us to grant equity awards on specified dates, annual equity award grants to our employees have traditionally been approved and granted in early January of each year. For new hire and promotion grants, such grants are typically approved by our compensation committee, or by our Chief Executive Officer pursuant to the authority delegated to him by our compensation committee in accordance with our 2021 Plan, and granted on the first business day of the month following the date of the new hire or promotion.
Annual equity awards to our current directors are generally granted on the date of our annual meeting of stockholders, and for newly elected directors, on the date of their election to our board of directors, in accordance with our non-employee director compensation policy described above.
40
Employment, Severance and Change in Control Arrangements
Employment Agreements
We have entered into employment arrangements with each of our NEOs pursuant to which such NEOs are employed “at will,” meaning the executive or we may terminate the employment arrangement at any time. These agreements establish the NEO’s title, initial compensation arrangements, eligibility for benefits made available to employees generally and also provide for certain benefits upon termination of employment under specified conditions.
The following summarizes the principal terms of our employment agreements with each of our NEOs, including the termination benefits under our NEOs’ existing employment arrangements, as amended to date.
James R. Porter, Ph.D.
We have entered into an employment agreement with Dr. Porter, as amended (the Porter Employment Agreement). The Porter Employment Agreement has no specific term, provides for Dr. Porter’s at-will employment and supersedes all prior employment agreements. As a condition of employment, Dr. Porter entered into our standard confidentiality, assignment and noncompetition agreement.
The Porter Employment Agreement also provides for severance protection in the event Dr. Porter’s employment is terminated by us without “cause” or he resigns for “good reason” (as each such term is defined in the Porter Employment Agreement). Pursuant to the Porter Employment Agreement, in the event that Dr. Porter’s employment is terminated by us without cause or if Dr. Porter resigns for good reason outside of the Change in Control Period (as defined below), subject to his execution and the effectiveness of a separation agreement and release, Dr. Porter shall be entitled to (i) 12 months of continued base salary payments, (ii) to the extent such termination occurs following the end of the calendar year and Dr. Porter has earned but not yet been paid his annual bonus for such year, payment of the bonus he would have otherwise received had he remained employed through the bonus payment date (Prior Year Bonus) and (iii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Dr. Porter as if Dr. Porter had remained employed by us for a period of up to 12 months. In lieu of the aforementioned payments and benefits, in the event that Dr. Porter’s employment is terminated by us without cause or if Dr. Porter resigns for good reason, in each case, during the 12-month period commencing on the Sale Event (as defined in the 2021 Plan) and ending on the first anniversary thereof (the Change in Control Period), subject to his execution and the effectiveness of a release, Dr. Porter shall be entitled to (i) a lump-sum cash severance payment equal to 24 months of base salary plus 1.5 times his target bonus for the year of termination (or Dr. Porter’s target bonus in effect immediately prior to the Sale Event, if higher), (ii) the Prior Year Bonus and (iii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Dr. Porter as if Dr. Porter had remained employed by us for a period of up to 24 months. In addition, in the event that Dr. Porter’s employment is terminated by us without cause or if Dr. Porter resigns for good reason during the Change in Control Period, all stock options and other stock-based awards subject solely to time-based vesting held by Dr. Porter shall accelerate and become fully vested and exercisable as of the date of termination. If any amounts payable to Dr. Porter in connection with a Sale Event are subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits shall be reduced if such reduction would result in a higher net after-tax benefit to Dr. Porter. For discussion of the terms of Dr. Porter’s PSU award agreements, see “PSU Award Agreements” below.
Christopher D. Turner, M.D.
We have entered into an employment agreement with Dr. Turner (the Turner Employment Agreement). The Turner Employment Agreement has no specific term, provides for Dr. Turner’s at-will employment and supersedes all prior employment agreements. Dr. Turner entered into an employee confidentiality, assignment and noncompetition agreement with the Company, dated February 23, 2021.
The Turner Employment Agreement also provides for severance protection in the event Dr. Turner’s employment is terminated by us without “cause” or he resigns for “good reason” (as each such term is defined in the Turner Employment Agreement). Pursuant to the Turner Employment Agreement, in the event that Dr. Turner’s employment is terminated by us without cause or if Dr. Turner resigns for good reason outside of the Change in Control Period, subject to his execution and the effectiveness of a separation agreement and release, Dr. Turner shall
41
be entitled to (i) nine months of continued base salary payments and (ii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Dr. Turner as if Dr. Turner had remained employed by us for a period of up to nine months. In lieu of the aforementioned payments and benefits, in the event that Dr. Turner’s employment is terminated by us without cause or if Dr. Turner resigns for good reason, in each case, during the Change in Control Period, subject to his execution and the effectiveness of a release, Dr. Turner shall be entitled to (i) a lump-sum cash severance payment equal to 18 months of base salary plus one times his target bonus for the year of termination (or Dr. Turner’s target bonus in effect immediately prior to the Sale Event, if higher) and (ii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Dr. Turner as if Dr. Turner had remained employed by us for a period of up to 18 months. In addition, in the event that Dr. Turner’s employment is terminated by us without cause or if Dr. Turner resigns for good reason during the Change in Control Period, all stock options and other stock-based awards subject solely to time-based vesting held by Dr. Turner shall accelerate and become fully vested and exercisable as of the date of termination. If any amounts payable to Dr. Turner in connection with a Sale Event are subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits shall be reduced if such reduction would result in a higher net after-tax benefit to Dr. Turner. For discussion of the terms of Dr. Turner’s PSU award agreements, see “PSU Award Agreements” below.
Alexandra Balcom, MBA, CPA
We have entered into an employment agreement with Ms. Balcom (the Balcom Employment Agreement). The Balcom Employment Agreement has no specific term, provides for Ms. Balcom’s at-will employment and supersedes all prior employment agreements. Ms. Balcom entered into an employee confidentiality, assignment and noncompetition agreement with the Company, dated December 21, 2020.
The Balcom Employment Agreement also provides for severance protection in the event Ms. Balcom’s employment is terminated by us without “cause” or she resigns for “good reason” (as each such term is defined in the Balcom Employment Agreement). Pursuant to the Balcom Employment Agreement, in the event that Ms. Balcom’s employment is terminated by us without cause or if Ms. Balcom resigns for good reason outside of the Change in Control Period, subject to her execution and the effectiveness of a separation agreement and release, Ms. Balcom shall be entitled to (i) nine months of continued base salary payments and (ii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Ms. Balcom as if Ms. Balcom had remained employed by us for a period of up to nine months. In lieu of the aforementioned payments and benefits, in the event that Ms. Balcom’s employment is terminated by us without cause or if Ms. Balcom resigns for good reason, in each case, during the Change in Control Period, subject to her execution and the effectiveness of a release, Ms. Balcom shall be entitled to (i) a lump-sum cash severance payment equal to 18 months of base salary plus one times her target bonus for the year of termination (or Ms. Balcom’s target bonus in effect immediately prior to the Sale Event, if higher) and (ii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Ms. Balcom as if Ms. Balcom had remained employed by us for a period of up to 18 months. In addition, in the event that Ms. Balcom’s employment is terminated by us without cause or if Ms. Balcom resigns for good reason during the Change in Control Period, all stock options and other stock-based awards subject solely to time-based vesting held by Ms. Balcom shall accelerate and become fully vested and exercisable as of the date of termination. If any amounts payable to Ms. Balcom in connection with a Sale Event are subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits shall be reduced if such reduction would result in a higher net after-tax benefit to Ms. Balcom. For discussion of the terms of Ms. Balcom’s PSU award agreements, see “PSU Award Agreements” below.
Darlene Noci, ALM
We have entered into an employment agreement with Ms. Noci (the Noci Employment Agreement). The Noci Employment Agreement has no specific term, provides for Ms. Noci’s at-will employment and supersedes all prior employment agreements. Ms. Noci entered into an employee confidentiality, assignment and noncompetition agreement with the Company, dated November 25, 2020.
The Noci Employment Agreement also provides for severance protection in the event Ms. Noci’s employment is terminated by us without “cause” or she resigns for “good reason” (as each such term is defined in the Noci Employment Agreement). Pursuant to the Noci Employment Agreement, in the event that Ms. Noci’s employment is
42
terminated by us without cause or if Ms. Noci resigns for good reason outside of the Change in Control Period, subject to her execution and the effectiveness of a separation agreement and release, Ms. Noci shall be entitled to (i) nine months of continued base salary payments and (ii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Ms. Noci as if Ms. Noci had remained employed by us for a period of up to nine months. In lieu of the aforementioned payments and benefits, in the event that Ms. Noci’s employment is terminated by us without cause or if Ms. Noci resigns for good reason, in each case, during the Change in Control Period, subject to her execution and the effectiveness of a release, Ms. Noci shall be entitled to (i) a lump-sum cash severance payment equal to 18 months of base salary plus one times her target bonus for the year of termination (or Ms. Noci’s target bonus in effect immediately prior to the Sale Event, if higher) and (ii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Ms. Noci as if Ms. Noci had remained employed by us for a period of up to 18 months. In addition, in the event that Ms. Noci’s employment is terminated by us without cause or if Ms. Noci resigns for good reason during the Change in Control Period, all stock options and other stock-based awards subject solely to time-based vesting held by Ms. Noci shall accelerate and become fully vested and exercisable as of the date of termination. If any amounts payable to Ms. Noci in connection with a Sale Event are subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits shall be reduced if such reduction would result in a higher net after-tax benefit to Ms. Noci. For discussion of the terms of Ms. Noci’s PSU award agreements, see “PSU Award Agreements” below.
Deborah Miller, Ph.D., J.D.
We have entered into an employment agreement with Dr. Miller (the Miller Employment Agreement). The Miller Employment Agreement has no specific term, provides for Dr. Miller’s at-will employment and supersedes all prior employment agreements. Dr. Miller entered into an employee confidentiality, assignment and nonsolicitation agreement with the Company, dated April 15, 2021.
The Miller Employment Agreement also provides for severance protection in the event Dr. Miller’s employment is terminated by us without “cause” or she resigns for “good reason” (as each such term is defined in the Miller Employment Agreement). Pursuant to the Miller Employment Agreement, in the event that Dr. Miller’s employment is terminated by us without cause or if Dr. Miller resigns for good reason outside of the Change in Control Period, subject to her execution and the effectiveness of a separation agreement and release, Dr. Miller shall be entitled to (i) nine months of continued base salary payments and (ii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Dr. Miller as if Dr. Miller had remained employed by us for a period of up to nine months. In lieu of the aforementioned payments and benefits, in the event that Dr. Miller’s employment is terminated by us without cause or if Dr. Miller resigns for good reason, in each case, during the Change in Control Period, subject to her execution and the effectiveness of a release, Dr. Miller shall be entitled to (i) a lump-sum cash severance payment equal to 18 months of base salary plus one times her target bonus for the year of termination (or Dr. Miller’s target bonus in effect immediately prior to the Sale Event, if higher) and (ii) continued payment by us of the monthly employer contribution that we would have made to provide health insurance to Dr. Miller as if Dr. Miller had remained employed by us for a period of up to 18 months. In addition, in the event that Dr. Miller’s employment is terminated by us without cause or if Dr. Miller resigns for good reason during the Change in Control Period, all stock options and other stock-based awards subject solely to time-based vesting held by Dr. Miller shall accelerate and become fully vested and exercisable as of the date of termination. If any amounts payable to Dr. Miller in connection with a Sale Event are subject to the excise tax imposed by Section 4999 of the Code, then such payments or benefits shall be reduced if such reduction would result in a higher net after-tax benefit to Dr. Miller. For discussion of the terms of Dr. Miller’s PSU award agreements, see “PSU Award Agreements” below.
PSU Award Agreements
We have entered into equity incentive award agreements with each of our NEOs in connection with their PSU awards. In the event of a Sale Event, if such PSU awards are assumed by the acquiring or successor entity, any remaining performance goals that have not yet been achieved will be deemed satisfied immediately prior to such Sale Event provided that the PSU award, solely to the extent any portion is then-unvested, shall convert to RSUs subject to time-based vesting (the Converted RSUs). Each Converted RSU shall either (i) if the PSU was originally granted more than three years prior to the Sale Event, become fully vested as of immediately prior to the Sale Event,
43
or (ii) if the PSU was granted less than three years prior to the Sale Event, be subject to vesting in equal annual installments over the three years following the original grant date, subject to the holder’s continued service to the Company through each applicable vesting date. In the case of (ii), in the event that the employment of such NEO is terminated by us or our successor without cause or such NEO resigns for good reason, in each case, during the Change in Control Period, then all Converted RSUs held by such NEO will accelerate and become fully vested as of the date of such NEO’s termination. If the acquiring or succeeding entity in the Sale Event refuses to assume or substitute the award, then the PSU award will vest in full as of immediately prior to the closing of the Sale Event. In the event of an NEO’s termination of employment for any reason outside of the Change in Control Period, any unvested PSUs will be immediately forfeited.
44
Potential Payments upon Termination or Change in Control
If an NEO’s employment with the Company is terminated for any reason, the Company will pay or provide such NEO (i) base salary earned through the date of termination, including any accrued but unused vacation, (ii) unpaid expense reimbursements, and (iii) any vested benefits under any employee benefit plan through the date of such termination. Any termination by the Company of an NEO’s employment that is not for cause and does not result from the death or disability of such NEO will be treated as a termination without cause.
The table below sets forth the estimated amount of payments and other benefits each NEO would have been entitled to receive upon the termination of such NEO’s employment upon the occurrence of the indicated event, assuming that such event occurred on December 31, 2025. The information is provided relative to the NEO’s termination or change in control policies or arrangements in place on such date. The values relating to the vesting of stock option and stock awards are based upon a per share fair market value equal to the closing price of $100.59 per share of our Class A common stock as reported on the Nasdaq Global Select Market on December 31, 2025, the last trading day in 2025.
There can be no assurances that a triggering event would produce the same or similar results as those estimated below if such event occurs on any other date or at any other price, or if any other assumption used to estimate the potential payments and benefits outlined below is not correct. Due to the number of factors that affect the nature and amount of any potential payments or benefits, any actual payments and benefits may be different.
|
|
Salary and |
|
Bonus |
|
Vesting of |
|
Vesting of |
|
|
Health and |
|
Total |
Name |
|
($)(1) |
|
($)(2) |
|
($)(3) |
|
($)(4) |
|
|
($) |
|
($) |
James R. Porter, Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without cause or resignation for good reason other than in the context of a change in control |
|
652,100 |
|
— |
|
— |
|
— |
|
|
34,910 |
|
687,010 |
Termination without cause or resignation for good reason within 12 months following a change in control |
|
1,304,200 |
|
586,890 |
|
13,172,272 |
|
14,922,527 |
|
|
69,819 |
|
30,055,708 |
Christopher D. Turner, M.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without cause or resignation for good reason other than in the context of a change in control |
|
390,075 |
|
— |
|
— |
|
— |
|
|
26,182 |
|
416,257 |
Termination without cause or resignation for good reason within 12 months following a change in control |
|
780,150 |
|
234,045 |
|
4,371,851 |
|
4,682,465 |
|
|
52,365 |
|
10,120,876 |
Alexandra Balcom, MBA, CPA |
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without cause or resignation for good reason other than in the context of a change in control |
|
356,625 |
|
— |
|
— |
|
— |
|
|
26,182 |
|
382,807 |
Termination without cause or resignation for good reason within 12 months following a change in control |
|
713,250 |
|
213,975 |
|
4,371,851 |
|
4,682,465 |
|
|
52,365 |
|
10,033,906 |
Darlene Noci, ALM |
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without cause or resignation for good reason other than in the context of a change in control |
|
350,550 |
|
— |
|
— |
|
— |
|
|
26,182 |
|
376,732 |
Termination without cause or resignation for good reason within 12 months following a change in control |
|
701,100 |
|
210,330 |
|
5,002,941 |
|
4,682,465 |
|
|
52,365 |
|
10,649,201 |
Deborah Miller, Ph.D., J.D. |
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination without cause or resignation for good reason other than in the context of a change in control |
|
350,250 |
|
— |
|
— |
|
— |
|
|
8,679 |
|
358,929 |
Termination without cause or resignation for good reason within 12 months following a change in control |
|
700,500 |
|
210,150 |
|
4,371,851 |
|
4,682,465 |
|
|
17,357 |
|
9,982,323 |
45
CEO Pay Ratio
We are required by applicable SEC rules established pursuant to the Dodd-Frank Act to disclose information about the relationship of the median of the annual total compensation of all our employees, excluding our Chief Executive Officer, and the annual total compensation of our Chief Executive Officer.
CEO Pay Ratio for 2025
Methodology
The methodology used to identify the employee with compensation at the median of the annual total compensation of all our employees was based on the following:
Using the consistently applied compensation measure, we identified our median employee. We then calculated the actual total compensation for this individual using the same methodology we use for our NEOs, including our Chief Executive Officer, to calculate our NEOs’ annual total compensation as set forth in the Summary Compensation Table.
We believe the pay ratio above is a reasonable estimate calculated in a manner consistent with the SEC rules. The SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices. As such, the pay ratio reported by other companies may not be comparable to our reported pay ratio.
46
Pay Versus Performance
The following table and related disclosure set forth compensation information for our principal executive officer (PEO), the average of the compensation information for our other NEOs, our cumulative total shareholder return (TSR), our peer group TSR, and our consolidated net loss for each of the years presented. Our NEOs’ compensation is shown using the total compensation from the Summary Compensation Table and compensation actually paid (CAP), calculated in accordance with Item 402(v) of Regulation S-K promulgated under the Exchange Act. The compensation committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years presented.
Pay Versus Performance Table
|
|
|
|
|
|
|
|
|
|
Value of Initial Fixed $100 Investment |
|
|
|
|
||
Year |
|
Summary Compensation Table Total for PEO |
|
Compensation Actually Paid to PEO |
|
Average Summary Compensation Table Total for Non-PEO NEOs |
|
Average Compensation Actually Paid to Non-PEO NEOs |
|
Total Shareholder Return |
|
Peer Group Total Shareholder Return |
|
Net Loss |
|
Company Selected Measure(6) |
2025 |
|
|
|
|
|
|
|
( |
|
N/A |
||||||
2024 |
|
|
|
|
|
|
|
( |
|
N/A |
||||||
2023 |
|
|
|
|
|
|
|
( |
|
N/A |
||||||
2022 |
|
|
|
|
|
|
|
( |
|
N/A |
||||||
Reconciliation of Compensation Actually Paid Adjustments
Year |
|
Summary |
|
Minus: Reported Summary Compensation Table Value of Equity Awards |
|
Plus: Year-End Fair Value of Awards Granted During Applicable Year That Remain Outstanding and Unvested as of Year-End |
|
Plus (Minus): Change in Fair Value as of Year-End of any Prior Year Awards that Remain Outstanding and Unvested as of Year-End |
|
Plus: Fair Value as of the Vesting Date of Awards Granted and Vested During the Applicable Year |
|
Plus (Minus): Change in Fair Value as of the Vesting Date of any Prior Year Awards that Vested During Applicable Year |
|
Minus: Fair Value at Prior Year-End of any Prior Year Awards that Failed to Meet Applicable Vesting |
|
Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included |
|
Compensation Actually Paid |
PEO |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
— |
|
— |
|
|||||||
2024 |
|
|
|
|
|
|
|
— |
|
— |
|
|||||||
2023 |
|
|
|
|
|
|
|
— |
|
— |
|
|||||||
2022 |
|
|
|
|
|
— |
|
( |
|
— |
|
— |
|
|||||
Non-PEO NEOs (Average) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
2025 |
|
|
|
|
|
|
|
— |
|
— |
|
|||||||
2024 |
|
|
|
|
|
|
|
— |
|
— |
|
|||||||
2023 |
|
|
|
|
|
|
|
— |
|
— |
|
|||||||
2022 |
|
|
|
|
|
— |
|
( |
|
— |
|
— |
|
|||||
47
Relationship Between Pay and Performance
In accordance with Item 402(v) of Regulation S-K, we are providing the following description of the relationships between the information presented in the Pay versus Performance table.
Total Shareholder Return
The following graph sets forth the relationship of CAP to our TSR and peer group TSR over the four most recently completed fiscal years.
Net Income (Loss)
As a clinical-stage company, we incurred net losses during the periods presented and we have not considered net income (loss) in evaluating or determining executive compensation. From 2022 to 2025, our consolidated net loss increased year-over-year. For our PEO and non-PEO NEOs, CAP increased from 2022 to 2023 then decreased year-over-year from 2023 to 2025.
48
The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2025. As of December 31, 2025, we had three equity compensation plans, each of which was approved by our stockholders: the 2017 Stock Option and Grant Plan, as amended (the 2017 Plan), the 2021 Plan, and the Amended and Restated 2021 Employee Stock Purchase Plan (the ESPP).
Equity Compensation Plan Information
Plan category |
|
Number of |
|
Weighted- |
|
Number of |
|
|
(a) |
|
(b) |
|
(c) |
Equity compensation plans approved by security holders |
|
|
|
|
|
|
2017 Plan(1) |
|
2,146,078 |
|
4.61 |
|
— |
2021 Plan(2) |
|
6,662,679 |
|
52.11 |
|
8,244,716 |
ESPP(3) |
|
— |
|
— |
|
2,322,110 |
Equity compensation plans not approved by security holders |
|
— |
|
— |
|
— |
Total |
|
8,808,757 |
|
38.90 |
|
10,566,826 |
49
TRANSACTIONS WITH RELATED PERSONS
The following is a description of transactions since January 1, 2025 to which we have been a party, and in which any of our directors, executive officers and holders of more than 5% of our voting securities and affiliates of our directors, executive officers and holders of more than 5% of our voting securities, had, has or will have a direct or indirect material interest.
Agreements with our stockholders
Agreement with the Deerfield Funds
We are party to an Amended and Restated Revenue Sharing Agreement with Deerfield Healthcare Innovations Fund, L.P. (Deerfield HIF) and Deerfield Private Design Fund IV, L.P. (Deerfield PDF IV, and collectively with Deerfield HIF, the Deerfield Funds) pursuant to which we are obligated to pay the Deerfield Funds a fixed low single-digit percentage of net sales of certain commercial products discovered, identified or generated by the Company during the period commencing on February 2, 2017 and ending on the date that is the earlier of (i) five years after the Deerfield Funds’ last investment in our capital stock and (ii) the fifth anniversary of the closing of our initial public offering. Any payments in respect of such products would be through the later of 12 years from the first commercial sale in a country or the expiration of the last-to-expire patent in that country. To date, we have not made any payments under this agreement and there are no upfront fees or milestone payments required to be paid by us under this agreement.
Agreement with our scientific founder
We are party to an Amended and Restated Revenue Sharing Agreement with our scientific founder, Matthew Shair, Ph.D., pursuant to which we were obligated to pay Dr. Shair 1.5% of net sales of certain commercial products that either have a mechanism of action of (i) ROS1 inhibition and contain zidesamtinib or a backup compound substituted therefor in the event of a product development failure or (ii) ALK inhibition and contain neladalkib or a backup compound substituted therefor in the event of a product development failure, in each case, through the later of 12 years from the first commercial sale in a country or the expiration of the last-to-expire patent in that country. Dr. Shair assigned this agreement to Royalty Pharma plc (Royalty Pharma) in December 2025 and, as a result, any payments we are obligated to make under the agreement will be made to Royalty Pharma. To date, we have not made any payments under this agreement and there are no upfront fees or milestone payments required to be paid by us under this agreement.
Registration Rights
We are party to an investors’ rights agreement with the Deerfield Funds. The investor rights agreement includes demand registration rights, short-form registration rights and piggyback registration rights. In December 2025, we filed a registration statement that included a prospectus relating to the resale of certain of the Deerfield Funds’ shares of our common stock. Pursuant to the terms of the investor rights agreement, all fees, costs and expenses of the registration were borne by us and all selling expenses, including underwriting discounts and selling commissions, will be borne by the Deerfield Funds.
Indemnification Agreements
We have entered into indemnification agreements with all of our directors and executive officers. These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of the Company or that person’s status as a member of our board of directors to the maximum extent allowed under the DGCL.
Our board of directors has adopted a written related party transaction policy for the review of any transaction involving over $120,000 in which the Company is a participant, and one of our executive officers, directors, director nominees or holders of more than 5% of our voting securities (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect interest. Our audit committee reviews all related party transactions for potential conflicts of interest, and its approval is required for all such transactions. Our audit committee may establish policies and procedures to facilitate such review.
50
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our Class A common stock as of March 31, 2026, by:
The percentage of shares beneficially owned is based on a total of 73,447,464 shares of our Class A common stock outstanding as of March 31, 2026. The percentage of shares beneficially owned in the table below does not present ownership of the 5,435,254 shares of our Class B common stock (all of which shares of Class B common stock were held by the Deerfield Funds) due to its non-voting status. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our Class A common stock. Shares of our Class A common stock that an individual has a right to acquire within 60 days after March 31, 2026, are considered outstanding and beneficially owned by the person holding such right for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers. Except as otherwise noted, the persons and entities in this table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.
Unless otherwise noted below, the address for each beneficial owner listed in the table below is c/o Nuvalent, Inc., One Broadway, 14th Floor, Cambridge, Massachusetts 02142.
Name of Beneficial Owners |
|
Number of Shares |
|
Percentage |
5% Stockholders |
|
|
|
|
Affiliates of Deerfield(1) |
|
22,852,280 |
|
23.66% |
Affiliates of FMR LLC(2) |
|
8,725,070 |
|
11.88% |
Affiliates of Paradigm BioCapital(3) |
|
5,000,000 |
|
6.81% |
Named Executive Officers and Directors |
|
|
|
|
James R. Porter, Ph.D.(4) |
|
2,097,846 |
|
2.78% |
Alexandra Balcom, MBA, CPA(5) |
|
340,718 |
|
* |
Deborah Miller, Ph.D., J.D.(6) |
|
255,929 |
|
* |
Darlene Noci, ALM(7) |
|
201,178 |
|
* |
Christopher D. Turner, M.D.(8) |
|
606,303 |
|
* |
Grant C. Bogle(9) |
|
3,358 |
|
* |
Michael L. Meyers, M.D., Ph.D.(10) |
|
69,649 |
|
* |
Christy Oliger(11) |
|
1,870 |
|
* |
Joseph Pearlberg, M.D., Ph.D. |
|
— |
|
— |
Anna Protopapas(12) |
|
76,288 |
|
* |
Ron Squarer(13) |
|
614 |
|
* |
Sapna Srivastava, Ph.D.(14) |
|
109,788 |
|
* |
Cameron A. Wheeler, Ph.D. |
|
— |
|
— |
All executive officers and directors as a group (15 persons)(15) |
|
3,865,640 |
|
5.02% |
* Represents beneficial ownership of less than 1%.
51
52
53
STOCKHOLDER PROPOSALS FOR OUR 2027 ANNUAL MEETING
Stockholder Proposals Included in Proxy Statement
In order to be considered for inclusion in our proxy statement and proxy card relating to our 2027 annual meeting of stockholders, stockholder proposals must be received by us no later than December 29, 2026, unless the date of the 2027 annual meeting of stockholders is changed by more than 30 days from the anniversary of the Annual Meeting, in which case, the deadline for such proposals will be a reasonable time before we begin to print and send our proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statement and proxy card in accordance with regulations governing the solicitation of proxies.
Stockholder Proposals Not Included in Proxy Statement
In addition, our Amended and Restated Bylaws establish an advance notice procedure for nominations for election to our board of directors and other matters that stockholders wish to present for action at an annual meeting other than those to be included in our proxy statement. In general, we must receive other proposals of stockholders, including director nominations, intended to be presented at the 2027 annual meeting of stockholders but not included in the proxy statement by March 18, 2027, but not before February 16, 2027, which is not less than 90 days nor more than 120 days prior to the anniversary date of the Annual Meeting. However, if the date of the 2027 annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the Annual Meeting, notice must be no later than the close of business on the later of 90 days prior to the scheduled date of the 2027 annual meeting of stockholders and 10 days following the day on which public announcement of the date of the 2027 annual meeting of stockholders was first made. Stockholders are advised to review our Amended and Restated Bylaws which also specify requirements as to the form and content of a stockholder’s notice, including the requirements of Rule 14a-19 under the Exchange Act for director nominations.
Any proposals, notices or information about proposed director candidates should be sent to Nuvalent, Inc., Attention: Secretary, One Broadway, 14th Floor, Cambridge, Massachusetts 02142.
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
Some brokers and other nominee record holders may be “householding” our proxy materials. This means a single notice and, if applicable, the proxy materials, will be delivered to multiple stockholders sharing an address unless contrary instructions have been received. We will promptly deliver a separate copy of the notice and, if applicable, the proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, to you if you write or call us at Nuvalent, Inc., One Broadway, 14th Floor, Cambridge, Massachusetts 02142, telephone: (857) 357-7000. If you would like to receive separate copies of our proxy materials and annual reports in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker or other nominee record holder, or you may contact us at the above address and telephone number.
OTHER MATTERS
We do not know of any business that will be presented for consideration or action by the stockholders at the Annual Meeting other than that described in this proxy statement. If, however, any other business is properly brought before the Annual Meeting, shares represented by proxies will be voted in accordance with the best judgment of the persons named in the proxies or their substitutes.
54
NUVALENT, INC. ONE BROADWAY, 14TH FLOOR CAMBRIDGE, MA 02142 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on June 15, 2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/NUVL2026 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE STOCKHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Nuvalent, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access stockholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on June 15, 2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Nuvalent, Inc., c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Proxy cards must be received by June 15, 2026 in order to be counted at the meeting. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V93324-P47383 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY NUVALENT, INC. The Board of Directors recommends you vote "FOR" each of the Class II director nominees listed in Proposal 1, "FOR" Proposal 2, and "FOR" Proposal 3. 1. Election of the following nominees as Class II directors: Nominees: For Withhold Michael L. Meyers, M.D., Ph.D. Ron Squarer 2. To approve, on an advisory basis, the compensation paid to our named executive officers. 3. To ratify the appointment of KPMG LLP as Nuvalent, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2026. For Against Abstain NOTE: The proxies are authorized to vote in their discretion upon such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment thereof. Please sign your name exactly as it appears hereon. When signing as attorney, executor, administrator, trustee, guardian, or other fiduciary, please add your title as such. Joint owners should each sign personally. If a signer is a corporation, partnership or other entity, please sign full corporate, partnership or entity name by duly authorized officer. Signature [PLEASE SIGN WITHIN BOX] DATE SIGNATURE (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. V93325P47383 NUVALENT, INC. ANNUAL MEETING OF STOCKHOLDERS June 16, 2026, 2:00 PM ET THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS The stockholder(s) hereby appoint(s) James R. Porter, Alexandra Balcom and Deborah Miller, or any of them, as proxies, each with the power to appoint his/her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of Nuvalent, Inc. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held exclusively via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/NUVL2026 at 2:00 PM Eastern Time on June 16, 2026, and any adjournments or postponements of the Annual Meeting. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. CONTINUED AND TO BE SIGNED ON REVERSE SIDE