DEF 14A of Nuvation Bio Inc.
Filed Apr 10, 2026 · FY20250001140361-26-014157
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS Nuvation Bio’s Board is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board may be filled only by persons appointed by a majority of the remaining directors or, for certain vacancies, by persons elected by the holders of Class B Stock or appointed by a majority of the directors elected by the holders of Class B Stock (Class B Directors). A director appointed to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The Board presently has seven members. There are three directors in Class II, the class whose term of office expires in 2026. Each of the nominees is currently a director of the Company. If elected at the Annual Meeting, each of the nominees would serve until the 2029 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. Biographical information about each of the nominees and a discussion of the qualifications, attributes and skills of each nominee is contained in the following section. Mr. Bazemore and Dr. Mashal are nominated by the Board for election by the holders of Class A Stock and Class B Stock, voting together as one class. Mr. Blickenstaff is nominated by the Board for election by the holders of Class B Stock. It is the Company’s policy to encourage directors and nominees for director to attend the Annual Meeting. At the Company’s 2025 Annual Meeting of Stockholders, 6 of the Company’s 7 directors then serving attended the meeting. Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote for the election of such directors. Accordingly, the two nominees to be elected by the holders of Class A Stock and Class B Stock, voting together as one class, receiving the most “For” votes from the holders of shares of Class A Stock and Class B Stock present virtually or represented by proxy and entitled to vote on the election of directors and the nominee to be elected by the holders of Class B Stock receiving the most “For” votes from the holders of shares of Class B Stock present virtually or represented by proxy and entitled to vote on the election of directors will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named above. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by us. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.
Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
| Name | Age | Position(s) | | Robert B. Bazemore, Jr.(1)(2)(3) | 58 | Lead Independent Director | | Kim Blickenstaff(3)(4) | 73 | Director | | Robert Mashal, M.D.(2) | 67 | Director |
Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
| (1) Member of the compensation committee. |
Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
| (2) Member of the nominating and corporate governance committee. |
Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
| (3) Member of the audit committee. |
Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting
| (4) Class B Director. |
Nominees for Election by Holders of Class A Stock and Class B Stock, Voting Together as One Class
Nominees for Election by Holders of Class A Stock and Class B Stock, Voting Together as One Class Robert B. Bazemore, Jr. has served as a member of our Board since July 2020. From September 2015 to August 2021, Mr. Bazemore served as the President, Chief Executive Officer and member of the board of directors of Epizyme, Inc., a biopharmaceutical company, developing and launching TAZVERIK® for patients with Follicular Lymphoma and Sarcoma. Prior to that, from September 2014 to June 2015, Mr. Bazemore served as the Chief Operating Officer of Synageva BioPharma Corp., a biopharmaceutical company, where he established the company’s global commercial and medical organization, through the company’s acquisition by Alexion Pharmaceuticals, Inc. Prior to joining Synageva, Mr. Bazemore served in increasing levels of responsibility at Johnson & Johnson, a healthcare company, including Vice President of Centocor Ortho Biotech Sales & Marketing from 2008 to 2010, President of Janssen Biotech from 2010 to 2013, where he led the successful launches of numerous products and indications, including the US launches of the oncology therapies ZYTIGA® and IBRUVICA®, and Vice President of Global Surgery at Ethicon from 2013 to 2014. Prior to Johnson & Johnson, Mr. Bazemore worked at Merck & Co., Inc. from 1991 to 2013, where he served in a variety of roles in medical affairs, sales and marketing, including supporting the launch of SINGULAIR® in the U.S. Mr. Bazemore has also served on the boards of directors of Ardelyx, Inc., a public biopharmaceutical company, since June 2016 and Akari Therapeutics, Plc, a public biotechnology company, since September 2024. Mr. Bazemore previously served on the board of directors of Neon Therapeutics prior to its acquisition by BioNTech. Mr. Bazemore received a B.S. in Biochemistry from the University of Georgia. We believe that Mr. Bazemore’s extensive experience in the pharmaceutical industry, his experience as an executive, and his past service on the board of directors of a life sciences industry group, qualify him to serve as a member of our Board. Robert Mashal, M.D. has served as a member of our Board since January 2024 and has served as consultant to the life sciences industry since April 2020 through Robert Mashal LLC and Beacon Prince Partners. From November 2016 to April 2020, he was the Global Head of Strategy for the Immunology and Oncology franchises at Sanofi, a global pharmaceutical and healthcare company. Prior to November 2016, Dr. Mashal worked as Chief Executive Officer of NKT Therapeutics and Alinea Pharmaceuticals, two venture capital-backed life sciences firms. Prior to that, he was a partner at Boston Millennia Partners, a private equity firm, where he was on the boards of directors of GlycoFi, CardioMEMS, and Sapphire Therapeutics. Prior to that, he served as a Program Executive at Vertex Pharmaceuticals, where he was on the Joint Steering Committee for the Vertex-Novartis kinase collaboration and was a consultant at McKinsey & Company. Prior to McKinsey, Dr. Mashal was a board-certified medical oncologist and received his training in internal medicine at the University of California, San Francisco, and in oncology at the Dana-Farber Cancer Institute. Dr. Mashal received a B.A. in Natural Sciences and an M.D. from Johns Hopkins University. We believe that Dr. Mashal’s experience in the biopharmaceutical industry qualifies him to serve as a member of our Board.
Nominee for Election by Holders of Class B Stock
Nominee for Election by Holders of Class B Stock Kim Blickenstaff has served as a member of our Board since August 2019. From September 2007 to March 2019, Mr. Blickenstaff served as the President and Chief Executive Officer of Tandem Diabetes Care, Inc., a medical device manufacturer. From September 2007 to December 2024, Mr. Blickenstaff served on Tandem’s board of directors, most recently serving as Chairman of the Tandem board of directors since March 2020. Mr. Blickenstaff served as Chairman and Chief Executive Officer of Biosite Incorporated, or Biosite, a provider of medical diagnostic products, from 1988 until its acquisition by Inverness Medical Innovations, Inc. in June 2007. Mr. Blickenstaff previously served as a director of Medivation, Inc., a biotechnology company, from 2005 to 2016, until its acquisition by Pfizer, and as a director of DexCom, Inc., a provider of continuous glucose monitoring systems, from June 2001 to September 2007. Mr. Blickenstaff was formerly a certified public accountant and has more than 20 years of experience overseeing the preparation of financial statements. He held various positions in finance, operations, research, management, sales management, strategic planning, and marketing with Baxter Travenol National Health Laboratories and Hybritech Incorporated. He holds a B.A. in Political Science from Loyola University, Chicago, and an M.B.A. from the Graduate School of Business, Loyola University, Chicago. We believe that Mr. Blickenstaff’s extensive experience at the board level of various healthcare companies, as well as leadership skills, industry experience and knowledge, qualify him to serve as a member of our Board.
Board Recommendation
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF CLASS A STOCK
THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF CLASS A STOCK VOTE “FOR” THE NAMED NOMINEES.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF CLASS B STOCK
THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF CLASS B STOCK VOTE “FOR” THE NAMED NOMINEES.
Directors Continuing in Office Until the 2027 Annual Meeting
Directors Continuing in Office Until the 2027 Annual Meeting
Directors Continuing in Office Until the 2027 Annual Meeting
| Name | Age | Position(s) | | Min Cui, Ph.D.(1) | 57 | Director | | W. Anthony Vernon(1)(2)(3) | 70 | Director |
Directors Continuing in Office Until the 2027 Annual Meeting
| (1) Member of the compensation committee. |
Directors Continuing in Office Until the 2027 Annual Meeting
| (2) Member of the nominating and corporate governance committee. |
Directors Continuing in Office Until the 2027 Annual Meeting
| (3) Class B Director. |
Directors Continuing in Office Until the 2027 Annual Meeting
Min Cui, Ph.D. has served as a member of our Board since his appointment in April 2024 in connection with the Company’s acquisition of AnHeart Therapeutics Ltd. Dr. Cui founded Decheng Capital LLC in 2011, where he has served as Managing Director since the investment firm’s formation. From 2006 to 2011, Dr. Cui served as a principal at Bay City Capital, a venture capital firm. Prior to that, Dr. Cui served as Director of Strategic Investment for the Southern Research Institute, a not-for-profit organization concentrating on drug research and development. Prior to that, Dr. Cui co-founded Pan Pacific Pharmaceuticals, a U.S. biotech company, and Hucon Biopharmaceuticals, a PRC pharmaceutical company. He served as the Chief Scientific Officer and Executive Vice President of Pan Pacific Pharmaceuticals from 1998 to 2002 and Chief Executive Officer and President of Hucon Biopharmaceuticals from 2003 to 2005, respectively. Dr. Cui currently serves on the boards of directors of several privately held biotechnology and medical technology companies, including Nanjing Bioheng Biotech Co., Ltd., EpimAb Biotherapeutics, Inc., Harton Therapeutics, Inc., Mammoth Biosciences, Inc., Mirvie, Inc., Shape Therapeutics Inc., Siro Diagnostics, Inc. VintaBio, Inc. and Baylor Genetics. Dr. Cui previously served on the board of directors of other biotechnology and medical technology companies, including AccuraGen, Inc., Alpine Immune Sciences, Inc. (acquired by Vertex Pharmaceuticals Incorporated), ARMO BioSciences (acquired by Eli Lilly & Co), China Biologic Products, Cirina, Ltd. (acquired by GRAIL, Inc.), Cue Health Inc., GeneWEAVE Biosciences, Inc. (acquired by Roche Molecular Systems Inc.), GenturaDx Inc. (acquired by Luminex Corporation), GRAIL (acquired by Illumina, Inc.), ImmPACT Bio USA Inc. (acquired by Lyell Immunopharma, Inc.), Ion Torrent Systems Inc. (acquired by Life Technologies Corporation), LevitasBio, Inc., Sino MedicalDevice Technology Co., Ltd. and Velos Biopharma (acquired by Merck & Co.). Dr. Cui received his B.S. and M.S. in Molecular Biology from Peking University, and his Ph.D. in Cancer Biology from Stanford University. Dr. Cui is currently on the board of trustees at Western University of Health Sciences. We believe that Dr. Cui’s experience serving on the boards of directors of public and private companies in the pharmaceutical/biotechnology sector, his experience as an executive, as well as his role as founder and Managing Director of Decheng Capital, qualify him to serve as a member of our Board. W. Anthony Vernon has served as a member of our Board since June 2019 and serves as the Chair of the Compensation Committee. Mr. Vernon served as senior advisor to Kraft Foods Group, Inc. from January 2015 through May 2015, and Chief Executive Officer for Kraft Foods Group, Inc. from October 2012 to December 2014. Mr. Vernon previously served as Executive Vice President and President at Kraft Foods of North America from 2009 to October 2012. From 2006 to 2009, Mr. Vernon was the Healthcare Industry Partner at Ripplewood Holdings, Inc., a private equity firm. Mr. Vernon previously led a number of Johnson & Johnson’s largest franchises during a 23-year career at Johnson & Johnson, a public company engaged in the research and development, manufacture and sale of products in the healthcare field. From 2004 until 2005, Mr. Vernon was employed as Company Group Chairman of Depuy Inc., an orthopedics company, which is a subsidiary of Johnson & Johnson. From 2001 until 2004, Mr. Vernon served as President and Chief Executive Officer of Centocor, Inc., a biomedicines company, a division of Johnson & Johnson. He has also served as President of McNeil Consumer Products and Nutritionals, Worldwide President of The Johnson & Johnson-Merck Joint Venture and as a member of Johnson & Johnson’s Group Operating Committees for Consumer Healthcare and Nutritionals, Biopharmaceuticals, and Medical Devices and Diagnostics. Mr. Vernon currently serves on the boards of directors of NovoCure Ltd., a public medical device company, since 2006, and McCormick & Co., a global food company, since 2017. Mr. Vernon also serves on the Global Advisory Board of Northwestern University’s Kellogg School of Management. He formerly served as a director of Natures Fynd, CMR Surgical Ltd., Medivation, Inc., Kraft Foods Group, Inc. and Intersect ENT, Inc. Mr. Vernon received a B.A. from Lawrence University and an MBA from the Northwestern University Kellogg Graduate School of Management. We believe that Mr. Vernon’s business and investment experience, as an executive in various industries and as the former chief executive officer of a global Fortune 500 company, qualify him to serve as a member of our Board.
Directors Continuing in Office Until the 2028 Annual Meeting
Directors Continuing in Office Until the 2028 Annual Meeting
Directors Continuing in Office Until the 2028 Annual Meeting
| Name | Age | Position(s) | | Kathryn E. Falberg(1) | 66 | Director | | David Hung, M.D.(2) | 68 | President, Chief Executive Officer and Director |
Directors Continuing in Office Until the 2028 Annual Meeting
| (1) Member of the audit committee. |
Directors Continuing in Office Until the 2028 Annual Meeting
| (2) Class B Director. |
Directors Continuing in Office Until the 2028 Annual Meeting
Kathryn E. Falberg has served as a member of our Board since October 2020 and serves as the Chair of the Audit Committee. Ms. Falberg served as Executive Vice President and Chief Financial Officer of Jazz Pharmaceuticals plc, a public biopharmaceutical company, from March 2012 to March 2014 after serving as Senior Vice President and Chief Financial Officer since December 2009. From 1995 to 2001, Ms. Falberg served as Senior Vice President, Finance and Strategy and Chief Financial Officer at Amgen Inc., and prior to that as Vice President Chief Accounting Officer, and Vice President, Treasurer. Ms. Falberg currently serves as a member of the board of directors for the public biopharmaceutical company, Arcus Biosciences, Inc., since 2017, as well as The Trade Desk, Inc., a public technology company, since 2016. She previously served on the boards of directors of biotechnology companies Medivation, Inc. from February 2013 to September 2016, Aimmune Therapeutics Inc. from May 2015 to October 2020, Axovant Sciences Ltd. from April 2017 to February 2018, UroGen Pharma from April 2017 to June 2022 and Tricida, Inc. from May 2018 to June 2023. Ms. Falberg received a B.A. in Economics and an MBA in Finance from the University of California, Los Angeles. We believe that Ms. Falberg’s experience in the biopharmaceutical industry qualifies her to serve as a member of our Board. David Hung, M.D. is our founder and has served as our President, Chief Executive Officer and member of our Board since inception (April 2018). Dr. Hung founded Medivation, Inc. in 2003, which developed oncology drugs Xtandi®, which was taken from first in vitro laboratory experiment to FDA approval in seven years and approved in 60+ countries, and talazoparib (now marketed as Talzenna®), a potentially best-in-class PARP inhibitor, and was sold to Pfizer Inc. in 2016 for $14.3 billion. Between Medivation and founding Nuvation Bio, Dr. Hung served for 10 months as Chief Executive Officer at Axovant Sciences before tendering his resignation. Prior to founding Medivation, he served as President and Chief Executive Officer of ProDuct Health, Inc., a medical device company founded in 1998 that developed, manufactured and commercialized a breast microcatheter for breast cancer risk assessment and which was acquired in 2001 for $168 million by Cytyc Corporation. Dr. Hung has served on the board of directors of NovoCure Ltd., a public medical device company, since May 2018. Dr. Hung also previously served on the boards of directors of Establishment Labs Hldgs, Arya Sciences Acquisition Corp III, and T Therapeutics. Dr. Hung received an A.B. in Biology from Harvard College and an M.D. from the University of California, San Francisco, School of Medicine. He completed simultaneous clinical fellowships in hematology, oncology and transfusion medicine as well as two basic science research fellowships in molecular biology at the University of California, San Francisco, School of Medicine. We believe that Dr. Hung is qualified to serve on our Board because of his deep knowledge of our company, history leading life sciences companies and his industry experience.
Compensation Committee
| • | assist in evaluating and refining our non-employee director compensation plan. |
Non-Employee Director Compensation
Non-Employee Director Compensation The following table sets forth information concerning the compensation earned by our non-employee directors during the fiscal year ended December 31, 2025:
Non-Employee Director Compensation
| Name | Fees Earned or Paid in Cash | Option Awards(1) | Total | | Robert B. Bazemore, Jr. | $98,000 | $385,000 | $483,000 | | Kim Blickenstaff | $51,250 | $385,000 | $436,250 | | Min Cui, Ph.D.(2) | — | — | — | | Kathryn E. Falberg | $60,000 | $385,000 | $445,000 | | Robert Mashal, M.D. | $37,500 | $385,000 | $422,500 | | W. Anthony Vernon | $61,000 | $385,000 | $446,000 |
Non-Employee Director Compensation
| (1) The amounts in this column reflect the aggregate grant date fair value of each option award granted during the fiscal year, computed in accordance with FASB ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 12 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. As of December 31, 2025, each of our then-serving non-employee directors held options to purchase an aggregate of 292,983 shares of our Class A Stock, other than Dr. Cui who held no options to purchase shares of our capital stock and Dr. Mashal who held options to purchase an aggregate of 560,632 shares of our Class A Stock. |
Non-Employee Director Compensation
| (2) Dr. Cui voluntarily forfeited the retainer and the option awards granted to him during the fiscal year. |
Summary Compensation Table
Summary Compensation Table The following table provides certain information concerning the compensation earned by each of the following individuals (the Named Executive Officers): our President and Chief Executive Officer and our two other most highly compensated executive officers as of December 31, 2025:
Summary Compensation Table
| Name and Principal Position | Year | Salary | Bonus | Stock Options(1) | Non-Equity Incentive Plan Compensation(2) | All Other Compensation(3) | Total | | David Hung, M.D. President and Chief Executive Officer | 2025 | $650,016 | $— | $2,674,636 | $536,250 | $15,834 | $3,876,736 | | | 2024 | $609,835 | $— | $2,519,960 | $571,875 | $15,684 | $3,717,354 | | Philippe Sauvage Chief Financial Officer | 2025 | $510,000 | | $668,659 | $252,450 | $47,568 | $1,478,677 | | | 2024 | $119,773 | $— | $997,103 | $66,807 | $7,273 | $1,190,956 | | Gary Hattersley, Ph.D. Chief Scientific Officer | 2025 | $515,072 | | $668,659 | $254,925 | $35,806 | $1,472,462 | | | 2024 | $502,979 | $— | $629,990 | $251,500 | $22,281 | $1,406,750 |
Summary Compensation Table
| (1) The amounts included in the Stock Options column represent the grant date fair value of stock options granted, calculated in accordance with ASC Topic 718. The valuation assumptions used in determining such amounts are described in Note 12 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. |
Summary Compensation Table
| (2) Amounts listed for 2024 were paid in 2025 in respect of services rendered in 2024. |
Summary Compensation Table
| (3) Consists of 401(k) Match, life insurance premium and commuting expenses. |
Outstanding Equity Awards
Outstanding Equity Awards The following table provides information regarding outstanding equity awards held by the Named Executive Officers as of December 31, 2025:
Outstanding Equity Awards
| Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options | | Exercise Price | Expiration Date | | | | | Exercisable | Unexercisable | | | | David Hung, M.D. | 3/9/21 | 3/9/21 | 165,465(1) | — | $12.66 | 3/8/31 | | | 3/9/21 | 3/9/21 | 89,904(2) | 134,856 | $12.66 | 3/8/31 | | | 2/28/22 | 2/28/22 | 1,916,666(3) | 83,334 | $5.06 | 2/27/32 | | | 2/28/23 | 2/28/23 | 1,770,833(4) | 729,167 | $1.94 | 2/27/33 | | | 2/29/24 | 2/29/24 | 916,666(5) | 1,086,334 | $1.87 | 2/28/34 | | | 2/28/25 | 2/28/25 | —(6) | 2,000,000 | $1.97 | 2/27/34 | | Philippe Sauvage | 10/7/24 | 10/7/24 | 218,750(7) | 531,250 | $2.17 | 10/6/34 | | | 2/28/25 | 2/28/25 | —(6) | 500,000 | $1.97 | 2/27/34 | | Gary Hattersley, Ph.D. | 1/22/20 | 1/22/20 | 229,884(1) | — | $1.74 | 1/21/30 | | | 10/5/20 | 10/5/20 | 398,935(1) | — | $4.60 | 10/4/30 | | | 2/28/22 | 2/28/22 | 479,166(9) | 20,834 | $5.06 | 2/27/32 | | | 8/29/22 | 8/29/22 | 333,333(10) | 66,667 | $2.93 | 8/28/32 | | | 2/28/23 | 2/28/23 | 54,166(11) | 145,834 | $1.94 | 2/27/33 | | | 2/29/24 | 2/29/24 | 229,166(12) | 270,834 | $1.87 | 2/28/34 | | | 2/28/25 | 2/28/25 | —(6) | 500,000 | $1.97 | 2/27/34 |
Outstanding Equity Awards
| (1) All of the shares subject to this option were vested as of December 31, 2025. |
Outstanding Equity Awards
| (2) 40% of the shares subject to this option were vested as of December 31, 2025, and the remainder vest upon the achievement of certain performance goals, including market-price goals, through October 5, 2030. |
Outstanding Equity Awards
| (3) Approximately 96% of the shares subject to this option were vested as of December 31, 2025, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2026. |
Outstanding Equity Awards
| (4) Approximately 71% of the shares subject to this option were vested as of December 31, 2025, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2027. |
Outstanding Equity Awards
| (5) Approximately 46% of the shares subject to this option were vested as of December 31, 2025, and the remainder vest in equal increments on a monthly basis thereafter through February 29, 2028. |
Outstanding Equity Awards
| (6) None of the shares subject to this option were vested as of December 31, 2025. 25% of the shares subject to this option were vested as of February 28, 2026, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2029. |
Outstanding Equity Awards
| (7) Approximately 29% of the shares subject to this option were vested as of December 31, 2025, and the remainder vest in equal increments on a monthly basis thereafter through October 7, 2028. |
Outstanding Equity Awards
| (8) Approximately 96% of the shares subject to this option were vested as of December 31, 2025, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2026. |
Outstanding Equity Awards
| (9) Approximately 83% of the shares subject to this option were vested as of December 31, 2025, and the remainder vest in equal increments on a monthly basis thereafter through August 29, 2026. |
Outstanding Equity Awards
| (10) Approximately 71% of the shares subject to this option were vested as of December 31, 2025, and the remainder vest in equal increments on a monthly basis thereafter through February 28, 2027. |
Outstanding Equity Awards
| (11) Approximately 46% of the shares subject to this option were vested as of December 31, 2025, and the remainder vest in equal increments on a monthly basis thereafter through February 29, 2028. |
Pension Benefits
Pension Benefits We do not maintain any defined benefit pension plans.
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation We do not maintain any non-qualified deferred compensation plans.
Pay Versus Performance
Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For the most recently completed fiscal year, the Company did not use any “financial performance measures” as defined in Item 402(v) of Regulation S-K to link compensation paid to our Named Executive Officers (NEOs), to the Company’s performance. We are also permitted to report as a “smaller reporting company” as defined under the U.S. federal securities laws. Accordingly, we have not included a tabular list of financial performance measures, and the table below does not include a column for a “Company-Selected Measure” as defined in Item 402(v) of Regulation S-K. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation—2025 Executive Officer Compensation.”
Pay Versus Performance
| PAY VERSUS PERFORMANCE | | | | | | | | Year | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(3) ($) | Average Compensation Actually Paid to Non-PEO NEOs(4) ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return (TSR)(5) ($) | Net Income (loss)(6) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $3,876,736 | $27,829,744 | $1,476,570 | $7,995,513 | $76.58 | ($204,627,000) | | 2024 | $3,717,354 | $6,541,377 | $1,789,844 | $1,993,601 | $22.74 | ($567,939,000) | | 2023 | $4,324,280 | $2,785,367 | $1,350,590 | $790,997 | $12.91 | ($75,802,000) |
Pay Versus Performance
| (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for David Hung, M.D. (our principal executive officer, or PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Dr. Hung, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. Hung during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Dr. Hung’s total compensation for each year to determine the compensation actually paid: |
Pay Versus Performance
| Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2025 | $3,876,736 | ($2,674,636) | $26,627,644 | $27,829,744 | | 2024 | $3,717,354 | ($2,519,960) | $5,343,983 | $6,541,377 | | 2023 | $4,324,280 | ($3,323,675) | $1,784,762 | $2,785,367 |
Pay Versus Performance
| (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Options” column in the Summary Compensation Table for the applicable year. |
Pay Versus Performance
| (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |
Pay Versus Performance
| Year | Year End Fair Value of Equity Awards ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Total Equity Award Adjustments ($) | | 2025 | $14,264,055 | $11,231,213 | $0 | $1,132,376 | $0 | $26,627,644 | | 2024 | $3,261,900 | $1,137,344 | $0 | $944,739 | $0 | $5,343,983 | | 2023 | $2,552,921 | ($567,896) | $0 | ($200,263) | $0 | $1,784,762 |
Pay Versus Performance
| (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the NEOs as a group (excluding our PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2025 are Philippe Sauvage and Gary Hattersley, Ph.D. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2024 are Gary Hattersley, Ph.D. and Colleen Sjogren. The NEOs (excluding our PEO) included for purposes of calculating the average amounts in 2023 are Gary Hattersley, Ph.D. and David Liu, M.D., Ph.D. |
Pay Versus Performance
| (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our PEO) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding our PEO) for each year to determine the compensation actually paid using the same methodology described above in Note (2): |
Pay Versus Performance
| Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non- PEO NEOs ($) | | 2025 | $1,476,570 | ($668,659) | $7,187,602 | $7,995,513 | | 2024 | $1,789,844 | ($1,148,489) | $1,352,246 | $1,993,601 | | 2023 | $1,350,590 | ($664,735) | $105,142 | $790,997 |
Pay Versus Performance
| (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
Pay Versus Performance
| Year | Average Year End Fair Value of Equity Awards ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation ($) | Total Average Equity Award Adjustments ($) | | 2025 | $3,566,014 | $2,802,676 | $0 | $818,912 | $0 | — | $7,187,602 | | 2024 | $983,449 | $215,972 | $0 | $152,825 | $0 | — | $1,352,246 | | 2023 | $510,584 | ($323,389) | $0 | ($82,053) | $0 | — | $105,142 |
Pay Versus Performance
| (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. |
Pay Versus Performance
| (6) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. The Company is not have any significant revenue during the periods presented. Consequently, the Company did not use net income (loss) as a performance measure in its executive compensation program. |
Pay Versus Performance
Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail above in “Executive Compensation–2025 Executive Officer Compensation,” the Company’s executive compensation program reflects a performance-driven compensation philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, those Company measures are not financial performance measures and are therefore not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above. Compensation Actually Paid and Net Loss The Company had no significant revenue during the periods presented. Consequently, we do not use net income (loss) as a performance measure in our executive compensation program. Moreover, as a pre-commercial company, we do not believe there is any meaningful relationship between our net loss and compensation actually paid to our NEOs during the periods presented. Compensation Actually Paid and Cumulative TSR The chart below shows the relationship between the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs, on the one hand, to the Company’s cumulative TSR over the three years presented in the table, on the other. All information provided above under the heading “Pay Versus Performance” will not be deemed to be incorporated by reference into any filing of the Company 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 the Company specifically incorporates such information by reference.