Colleen Sjogren
About Colleen Sjogren
Colleen Sjogren (age 55) is Chief Commercial Officer at Nuvation Bio, serving since April 2024; she holds B.S. and B.A. degrees from Bryant University and previously led commercial and sales organizations across oncology and cell therapy launches . Nuvation Bio’s cumulative TSR value for a $100 initial investment was $22.74 in 2024 (vs. $12.91 in 2023) while remaining pre-commercial with a 2024 net loss of $567.9M; the company did not use financial performance measures to link executive pay to performance in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Madrigal Pharmaceuticals | SVP, Sales | Oct 2022–Dec 2023 | Developed commercial sales launch plan for a first‑in‑class, first‑to‑market therapy |
| Mirati Therapeutics | VP, U.S. Sales | Apr 2021–Sep 2022 | Led the first build‑out of field-facing commercial org for first targeted oncology product launch |
| Kite Pharma | VP, National Cell Therapy Team | Feb 2017–Apr 2021 | Led national cell therapy commercial team |
| Medivation | National Sales Director | — | Prior commercial leadership experience in oncology |
External Roles
No current public company board roles disclosed in Nuvation Bio’s proxy; prior roles include commercial leadership positions only .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $330,000 | Partial-year service post-Apr 2024 start |
| Target Bonus (%) | 40% of base salary | Company-wide NEO targets; discretion applied |
| Initial Base per Offer Letter ($) | $440,000 | Offer letter amended & restated May 2024 |
Performance Compensation
| Plan/Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual performance-based bonus (2024) | Not disclosed | 40% of base salary | $165,161 cash (2024 NEIP) | Cash; paid per program |
| Performance metrics | — | — | Company does not disclose specific annual goals (competitively sensitive) | — |
Equity Awards (2024–2025 Vesting and Terms)
| Grant Date | Instrument | Shares | Exercise Price | Vesting Schedule | Notable Terms |
|---|---|---|---|---|---|
| 4/9/2024 | Stock Option (time-based) | 500,000 | $3.23/sh | 25% on 4/9/2025; remainder monthly through 4/9/2028 | Award occurred near filing; +3.17% price change post-disclosure window |
| 4/9/2024 | Stock Option (performance/market) | 250,000 | $3.23/sh | Vests upon achievement of performance goals, incl. market-price goals, through 10/5/2030 | Award occurred near filing; +3.17% price change post-disclosure window |
Insider selling pressure: a 125,000-option tranche vested on 4/9/2025, with ongoing monthly vesting thereafter; the 250,000 performance-based options will vest only upon achievement of performance/market goals .
Equity Ownership & Alignment
| Ownership Element | Amount | Percent/Status | Notes |
|---|---|---|---|
| Shares owned directly | 28,000 | <1%* | Reported beneficial ownership line item |
| Options exercisable within 60 days (as of 3/25/2025) | 135,416 | — | Included in beneficial ownership |
| Total beneficial ownership (shares + 60-day options) | 163,416 | <1%* of Class A | Company table denotes “*” less than one percent |
| Hedging/Pledging status | Prohibited by policy | — | Short-sales, options, hedging, margin, and pledges are prohibited |
Employment Terms
| Term | Provision |
|---|---|
| Start Date | April 2024 |
| Offer Letter Economics | Initial base salary $440,000; target bonus 40% of base salary |
| Severance (no cause) | Tier 1: 12 months base salary + 12 months COBRA reimbursement |
| Change-in-Control (CIC) | Double-trigger: if terminated without cause or resigns for good reason within 12 months of CIC → Tier 1 cash severance above + 100% of target annual bonus; full acceleration of time-based equity; performance-condition awards not accelerated unless Board discretion |
| Clawback | Dodd-Frank compliant clawback policy implemented; SOX 304 applicable to CEO/CFO where required |
| Insider Trading | Insider Trading Policy in effect; anti-hedging/anti-pledging prohibitions |
Multi-Year Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | — | $330,000 |
| Bonus ($) | — | $165,161 (NEIP) |
| Stock Options (grant-date fair value, $) | — | $1,666,988 |
| All Other Compensation ($) | — | $10,790 (401k match, life insurance, commuting) |
| Total ($) | — | $2,172,938 |
Track Record and Value Creation Signals
- Commercial leadership: built first targeted oncology U.S. sales org at Mirati and national cell therapy team at Kite; led first-in-class launch plan at Madrigal .
- Company TSR context: cumulative TSR value for $100 investment was $22.74 in 2024 vs. $12.91 in 2023; company is pre-commercial and did not use financial performance measures to determine executive pay in 2024 .
Compensation Structure Analysis
- Cash vs. equity mix: 2024 compensation included $330k salary, $165k bonus, and $1.67M in option value, emphasizing at-risk equity alignment with share price and milestone achievement .
- Shift to options: Nuvation emphasizes stock options (time-based and performance/market-based), promoting long-term price alignment and retention via four-year vesting cadence and performance gates .
- Governance: FW Cook engaged for program benchmarking; compensation committee is fully independent; anti-hedging/pledging enforced, and Dodd-Frank clawback implemented .
Risk Indicators & Red Flags
- Hedging/pledging: prohibited (alignment positive) .
- CIC terms: double-trigger; performance awards not accelerated absent Board discretion (limits windfall risk) .
- Related-party transactions: none disclosed for Sjogren; executive compensation arrangements handled via offer letter and standard policy .
- Say-on-pay: advisory proposal scheduled annually; 2025 vote planned, results not included in this proxy .
Compensation Peer Group and Say‑on‑Pay
- Consultant: FW Cook engaged to refine peer group and analyze competitive compensation; specific peer names not disclosed .
- Say‑on‑pay: advisory vote conducted annually; proposal included for 2025 meeting .
Investment Implications
- Alignment: Significant at‑risk equity via both time‑based and market/performance options, with anti‑hedging/pledging and clawback policies supporting shareholder alignment .
- Near‑term vesting overhang: 125,000 options vested on 4/9/2025 with ongoing monthly vesting through 2028; monitor Form 4 filings for potential selling pressure around vest dates; performance options add upside only upon market goal achievement .
- Retention/CIC economics: Double‑trigger CIC terms with full acceleration of time‑based equity and cash severance + target bonus reduce departure risk but cap performance-award acceleration; structure balances retention with pay-for-performance .
- Execution leverage: Prior leadership of first-launch commercial orgs in oncology and cell therapy suggests high relevance for commercialization; however, company remains pre-commercial with no revenue-based incentive metrics disclosed—investors should focus on clinical/regulatory milestones that drive vesting and potential value realization .