Independent
Tenure on this board
5.9 yrs
Also a director at
Ardelyx Inc (ARDX)Akari Therapeutics PLC (AKTX)
3 nominees · 3 ballot items.
Three proposals: (1) election of three director nominees (Robert B. Bazemore, Jr., Kim Blickenstaff and Robert Mashal, M.D.) to serve until the 2029 Annual Meeting, (2) ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026, and (3) an advisory (non-binding) say-on-pay vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
Elect three Board-nominated directors (Robert B. Bazemore, Jr., Kim Blickenstaff and Robert Mashal, M.D.) to serve three-year terms expiring at the 2029 Annual Meeting; Bazemore and Mashal elected by holders of Class A and Class B voting together as one class, Blickenstaff elected by holders of Class B stock.
Ratify the Audit Committee’s selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory 'say-on-pay' proposal to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (compensation tables and narrative).
This advisory (non-binding) proposal asks stockholders to approve the Company’s named executive officer compensation as disclosed in the proxy, effectively a say-on-pay vote on the overall compensation philosophy, structure and amounts described in the filing. Management is seeking shareholder support to validate its compensation approach — a mix of base salary, annual performance-based bonuses tied to corporate objectives (including taletrectinib’s NDA approval and commercial launch and clinical programs), long-term equity incentive awards (primarily stock options with time- and performance-based vesting) and standard benefits — which it describes as pay-for-performance and aligned with stockholder interests. The proposal is not binding, but the Board and Compensation Committee state that they will consider the vote’s outcome in future compensation decisions, reinforcing accountability. Contextually, Nuvation Bio is a pre-commercial biopharmaceutical company with substantial equity-based pay to incentivize long-term value creation and executive retention; the company reports that its programs are designed to align management with stockholder returns while remaining flexible to recruit and retain key talent. The Board recommends a vote FOR, arguing the program supports long-term strategy, links pay to performance, and follows market practice, while the proxy emphasizes the use of equity awards and performance-based bonuses to drive desired outcomes. Potential governance considerations include that this is an advisory vote only, the company is a smaller reporting company (permitted scaled disclosures), and certain compensation details (specific performance targets) are not disclosed because they are competitively sensitive. Investors evaluating the proposal should weigh the company’s reliance on large equity awards (and recent large equity award adjustments reflected in the pay-versus-performance reconciliation) against the absence of public, detailed performance metric thresholds, as well as the Board’s commitment to consider shareholder feedback in future compensation decisions. Given the company’s stage (pre-commercial, negative net income but strong emphasis on long-term option value) the effectiveness of the plan should be judged on whether compensation policies demonstrably drive progress on regulatory and commercial milestones, and whether disclosure and governance mechanisms provide sufficient accountability and alignment with long-term shareholder value.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 8.20% | 28,635,185 | $123M |
| 2 | Decheng Capital LLC | 7.43% | 25,954,439 | $111M |
| 3 | FMR LLC | 6.54% | 22,842,996 | $98M |
| 4 | BlackRock, Inc. | 3.52% | 12,297,120 | $53M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.33% | 11,626,198 | $50M |
| 6 | BlackRock, Inc. | 2.37% | 8,260,093 | $35M |
| 7 | Omega Fund Management, LLC | 2.31% | 8,081,089 | $35M |
| 8 | Laurion Capital Management LP | 2.24% | 7,822,638 | $34M |
| 9 | STATE STREET CORP | 1.94% | 6,784,927 | $29M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.44% | 5,013,287 | $22M |
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