David Hanley
About David Hanley
David Hanley, Ph.D., is Nuvation Bio’s Chief Technical Operations Officer (CTOO), serving since June 2021; he is 55 years old and holds a Ph.D. in Physical and Analytical Chemistry (University of Utah) and a B.S. in Chemistry (Virginia Commonwealth University) . He leads CMC/technical operations and previously held senior roles at BioXcel Therapeutics, Radius Health, The Medicines Company, Boehringer Ingelheim, Medarex, and Berlex . Company performance during his tenure reflects pre-commercial status with net losses and TSR improvement post-2023; Nuvation’s “Pay vs Performance” TSR values were $16.41 (2022), $12.91 (2023), and $22.74 (2024), alongside net losses of ($104.2M), ($75.8M), and ($567.9M) respectively .
Company performance (context for pay-for-performance and alignment):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – Value of $100 investment ($) | $16.41 | $12.91 | $22.74 |
| Net Income (Loss) ($) | ($104,199,000) | ($75,802,000) | ($567,939,000) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuvation Bio | Chief Technical Operations Officer | Jun 2021–present | Leads technical operations/CMC to support late-stage oncology pipeline integration and scale-up . |
| BioXcel Therapeutics | SVP, Head of Global Pharmaceutical Development & Operations | Aug 2018–May 2021 | Built global pharmaceutical development/operations; advanced programs to pivotal stages . |
| Radius Health | VP, Pharmaceutical Sciences & Technical Operations | 2014–2018 | Led pharma sciences/technical operations supporting commercial/late-stage assets . |
| The Medicines Company | Senior Director | Jun 2011–Aug 2014; Sep 2009–Jul 2010 | Directed CMC/operations for cardiovascular/anti-infective portfolio . |
| Boehringer Ingelheim | Role (CMC/Technical) | Aug 2010–Dec 2010 | Contributed to CMC initiatives . |
| Medarex | Role (CMC/Technical) | Sep 2006–Sep 2009 | Advanced biologics CMC for oncology/immunology . |
| Berlex (Schering A.G.) | Role (CMC/Technical) | Nov 2001–Sep 2006 | Led CMC activities across therapeutic areas . |
External Roles
No public company directorships or external board roles disclosed for David Hanley .
Fixed Compensation
Multi-year cash compensation and bonus structure (David Hanley):
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Annual Bonus Paid – Non-Equity Incentive ($) | Bonus/Sign-on Notes |
|---|---|---|---|---|
| 2021 | $242,083 | 40% | $145,989 | $100,000 sign-on retention bonus (one-year vest) |
| 2022 | $430,000 | 40% | $146,200 | — |
Notes:
- Nuvation sets NEO targets annually; specific performance goals are not disclosed due to competitive sensitivity .
- “All Other Compensation” for NEOs typically includes 401(k) match and life insurance (and commuting in 2024 tables), indicating limited perquisites .
Performance Compensation
Equity awards and vesting details (focus on options and LTIP structures for David Hanley):
| Grant Date | Vesting Commencement | Exercisable (as of 12/31/2022) | Unexercisable (as of 12/31/2022) | Exercise Price ($) | Expiration | Vesting Schedule/Conditions |
|---|---|---|---|---|---|---|
| 06/01/2021 | 06/01/2021 | 93,750 | 156,250 | $13.60 | 05/31/2031 | Time-based monthly through 06/01/2025 . |
| 06/01/2021 | 06/01/2021 | — | 187,500 | $13.60 | 05/31/2031 | Performance/market-price goals through 10/05/2030 . |
| 02/28/2022 | 02/28/2022 | — | 500,000 | $5.06 | 02/27/2032 | 25% vests 02/28/2023; remainder monthly to 02/28/2026 . |
| 08/29/2022 | 08/29/2022 | — | 450,000 | $2.93 | 08/28/2032 | 25% vests 08/29/2023; remainder monthly to 08/29/2026 . |
Grant-date fair values (ASC 718):
| Year | Stock Options Grant-Date Fair Value ($) |
|---|---|
| 2021 | $4,321,994 |
| 2022 | $2,721,375 |
Award design and metrics:
- NEO equity awards include time-vested options and LTIP options with market/performance conditions tied to corporate milestones; the company emphasizes equity to align pay with shareholder value creation .
- Specific performance targets/weightings are not disclosed; LTIP goals were restructured in 2022 due to market condition changes and retention needs; retention options were granted broadly in Aug 2022 (not to CEO) to address underwater options and retention risk post program changes .
Equity Ownership & Alignment
Beneficial ownership (as of March 17, 2023):
| Holder | Class A Shares Owned | Options Exercisable within 60 Days | Total Beneficially Owned | % of Class A |
|---|---|---|---|---|
| David Hanley, Ph.D. | 6,000 | 265,625 | 271,625 | <1% |
Alignment features and restrictions:
- Company-wide anti-hedging and anti-pledging: all directors, employees, and consultants are prohibited from short sales, options, hedging, margin accounts, and pledging Nuvation stock .
- Equity plan capacity: 57,729,709 options outstanding and 50,204,800 shares available for future issuance as of 12/31/2024 (2021 Plan/ESPP), supporting ongoing equity-based alignment .
- No executive stock ownership guidelines disclosed for executives; director guidelines are not specified in these filings (no executive guideline section).
Employment Terms
- Employment start and status: CTOO since June 2021; offer letter provides for at-will employment .
- Initial compensation: base salary $415,000; annual target bonus 40%; $100,000 retention/sign-on bonus, non-forfeitable at one year .
- Severance policy (Tier 1 executives): upon involuntary termination without “cause,” cash severance equal to 12 months of base salary and 12 months COBRA reimbursement; double-trigger on change-in-control (termination without cause or resignation for “good reason” within 12 months) adds lump-sum 100% of target annual bonus and full acceleration of time-based equity vesting; performance-based equity does not accelerate unless the Board determines otherwise .
- Clawback: Dodd-Frank Act compliant incentive compensation recoupment policy implemented, in addition to Sarbanes-Oxley Section 304 requirements for the CEO/CFO .
Investment Implications
- Strong equity alignment, limited perquisites, and double-trigger change-in-control protection: Hanley’s pay mix emphasizes options (time-based and performance-based), which should align with long-term value creation but can reduce immediate cash retention risk; the broad 2022 retention grants reflect management’s proactive response to underwater options, mitigating attrition risk .
- Vesting cadence and option structure: multi-tranche vesting through 2025–2026 and performance/market-price conditions extend incentive horizons; given anti-hedging/anti-pledging policies, forced selling/pledging risk is curtailed, though normal liquidity-driven selling could occur at vesting without Form 4 patterns available here .
- Company performance context: pre-commercial losses and variable TSR highlight execution dependence on regulatory/commercial milestones; compensation design (heavy equity, undisclosed operational goals) is typical for development-stage biotech, but investors should monitor milestone attainment and option overhang (57.7M outstanding) for dilution and incentive effectiveness .