David Hung
About David Hung
David Hung, M.D. (age 67) is the founder, President, CEO, Board Chair, and a Class B Director of Nuvation Bio, serving since inception in April 2018, and previously founded Medivation (sold to Pfizer for $14.3B) and led ProDuct Health (sold for $168M) . Education: A.B. Biology (Harvard), M.D. (UCSF); dual clinical fellowships (hematology, oncology, transfusion medicine) and two basic science fellowships (molecular biology) at UCSF . Company TSR over recent years reflects pre-commercial status and volatility: $100 initial investment valued at $22.74 (2024), $12.91 (2023), $16.41 (2022); net losses were $567.9M (2024), $75.8M (2023), $104.2M (2022), and the company disclosed no significant revenue in these periods . He is the sole holder of 1,000,000 Class B shares (100% of Class B), with substantial Class A beneficial ownership and options (see Ownership) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Medivation, Inc. | Founder & CEO | 2003–2016 | Developed Xtandi from first in vitro to FDA approval in 7 years; talazoparib; company sold to Pfizer for $14.3B |
| Axovant Sciences | CEO | 10 months (post-2016) | Tenure ended with resignation; transitional role between Medivation and Nuvation |
| ProDuct Health, Inc. | President & CEO | 1998–2001 | Developed microcatheter for breast cancer risk assessment; sold to Cytyc for $168M |
External Roles
| Organization | Role | Years |
|---|---|---|
| NovoCure Ltd. | Director | May 2018–present |
| Establishment Labs Holdings | Director | Prior service (dates not disclosed) |
| Arya Sciences Acquisition Corp III | Director | Prior service (dates not disclosed) |
Fixed Compensation
Multi-year compensation for David Hung:
| Year | Salary ($) | Bonus ($) | Stock Options ($, grant-date fair value) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 609,835 | — | 2,519,960 | 571,875 | 15,684 | 3,717,354 |
| 2023 | 593,000 | — | 3,323,675 | 400,275 | 7,330 | 4,324,280 |
| 2022 | 570,004 | — | 7,127,820 | 363,375 | 11,130 | 8,072,329 |
Notes:
- Target annual bonus: 75% of base salary (set by Board) .
- Company discloses scaled “smaller reporting company” compensation without CD&A .
Performance Compensation
Annual bonus mechanics and selected equity award details:
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Annual Bonus Structure | Metric | Weighting | Target | Actual | Payout | Vesting | |---|---|---|---|---|---| | Corporate objectives (specific goals undisclosed) | Discretionary, Board-reviewed | 75% of salary | Achieved per committee assessment (specifics undisclosed) | $571,875 for 2024 | Cash (annual) |
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Long-Term Incentive Plan (LTIP) Options | Grant Date | Award Type | Size | Exercise Price | Vesting Schedule | Conditions | Expiration | |---|---|---:|---:|---|---|---| | 2/29/2024 | Stock Option | 2,000,000 | $1.87 | 25% vested 3/1/2025; remainder monthly through 2/29/2028 | Time-based | 2/28/2034 | | 2/28/2023 | Stock Option | 2,500,000 (1,145,833 exercisable; 1,354,167 unexercisable at 12/31/2024) | $1.94 | Remainder monthly through 2/28/2027 | Time-based | 2/27/2033 | | 2/28/2022 | Stock Option | 2,000,000 (1,416,666 exercisable; 583,334 unexercisable at 12/31/2024) | $5.06 | Remainder monthly through 2/28/2026 | Time-based | 2/27/2032 | | 3/9/2021 | Stock Option | 224,760 (44,952 exercisable; 179,808 unexercisable at 12/31/2024) | $12.66 | Performance-based vesting incl. market-price goals through 10/5/2030 | Performance/market | 3/8/2031 | | 3/9/2021 | Stock Option | 165,465 (155,123 exercisable; 10,342 unexercisable at 12/31/2024) | $12.66 | Monthly through 3/9/2025 | Time-based | 3/8/2031 |
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Grant timing near MNPI (risk monitoring) | Name | Grant Date | Shares | Exercise Price | Grant-Date FV ($) | Post-disclosure price change (%) | |---|---|---:|---:|---:|---:| | David Hung | 2/29/2024 | 2,000,000 | $1.87 | 2,519,960 | +19.25% |
Company policy: annual refresh options typically on last business day of February; committee generally does not time grants to MNPI .
Equity Ownership & Alignment
Beneficial ownership (as of March 25, 2025):
| Security Class | Shares Beneficially Owned | Options Exercisable within 60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Class A Common | 59,281,054 | 3,776,201 | 63,057,255 | 18.4% |
| Class B Common | 1,000,000 | — | 1,000,000 | 100% |
Additional alignment and restrictions:
- Anti-hedging and anti-pledging policy prohibits short sales, options, hedging, margin accounts, and pledges for directors, officers, employees, and consultants .
- Significant unexercised/vesting option overhang supports retention but may introduce periodic selling pressure at vest dates (see vest schedules above) .
Employment Terms
- Employment start: April 2018; target bonus set at 75% of base salary .
- Severance policy (Tier 1 executives, includes CEO): upon involuntary termination without “cause” → 12 months base salary + 12 months COBRA reimbursement . Within 12 months post “change in control,” double-trigger provides 12 months base + 12 months COBRA + lump sum equal to 100% of target annual bonus; full acceleration only of time-based equity; performance-conditioned equity is not accelerated unless Board determines otherwise .
- Clawbacks: SOX 304 reimbursement and Dodd-Frank compliant policy implemented per SEC rules .
Board Governance
- Board Chair: David Hung; Lead Independent Director: Robert B. Bazemore Jr. .
- Independence: six of seven directors deemed independent (Hung is non-independent executive) .
- Committees (Hung is not listed as a member): Audit (Chair: Falberg), Compensation (Chair: Vernon), Nominating & Corporate Governance (Chair: Bazemore) .
- Meetings/attendance (FY2024): Board met 14 times; audit 5, compensation 12, nom/gov 2; each director attended ≥75% of applicable meetings; 14 executive sessions held for non-management directors .
- Dual-role implications: CEO + Chair concentration mitigated by Lead Independent Director structure; nonetheless Hung’s Class B share control elects specific directors (Class B solely elects certain seats under charter) which concentrates governance influence .
Compensation Structure Analysis
- Mix and trends:
- Equity-heavy pay with sizable option grants; 2022 option grant value notably high ($7.13M), then normalized lower in 2023–2024 ($3.32M; $2.52M) .
- Annual bonus linked to corporate goals rather than financial metrics; company explicitly did not use financial performance measures for “pay versus performance” disclosure due to pre-commercial status .
- Grant timing: annual refresh in late February; 2024 grant coincided with material disclosures resulting in ~19% immediate price move—monitor optics though company states no MNPI timing intent .
- Consultant usage: FW Cook engaged to evaluate program, peers, and director pay .
Performance & Track Record
| Metric | 2024 | 2023 | 2022 |
|---|---|---|---|
| Value of $100 initial investment (TSR) | $22.74 | $12.91 | $16.41 |
| Net Income (Loss) | ($567,939,000) | ($75,802,000) | ($104,199,000) |
| Revenue Status | Company disclosed no significant revenue (pre-commercial) |
Major achievements (prior history): Medivation’s Xtandi approval trajectory and $14.3B sale; development of talazoparib; earlier ProDuct Health sale ($168M) . Company explicitly notes that executive compensation is aligned to strategic milestones rather than financial metrics given pre-commercial status .
Related Party & Interlocks
- Co-directorship: Hung and Vernon both serve on NovoCure’s board; Board determined related-person transactions immaterial (≤$1M or 2% revenue thresholds) and independence not compromised for other directors .
- Related party transactions policy and independent review governed by audit committee .
Equity Ownership Guidelines, Hedging/Pledging
- Anti-hedging and anti-pledging prohibitions apply to Hung; no pledging allowed (positive alignment signal) .
- Executive stock ownership guidelines for officers not disclosed; director ownership guidelines addressed via policy but not specific to Hung as an executive .
Say-on-Pay & Shareholder Feedback
- Annual advisory vote conducted; specific approval percentages not disclosed in the 2025 proxy .
Compensation Peer Group
- FW Cook advises on peer benchmarking; specific peer group names and target percentiles not disclosed .
Investment Implications
- Alignment: Large equity stake (18.4% of Class A; 100% of Class B) and significant unvested option tranches suggest strong alignment but also governance influence via Class B elections; Lead Independent Director provides counterbalance .
- Vest-driven supply risk: 2024 grant 2,000,000 options hit a 25% cliff on 3/1/2025 and then monthly through 2/29/2028; similarly, 2023/2022 awards continue vesting—monitor potential incremental sales/option exercises around vest dates as a trading signal .
- Pay-for-performance: Bonuses are discretionary against undisclosed strategic milestones; absence of financial metrics and pre-commercial losses mean equity value creation hinges on clinical, regulatory, and BD outcomes rather than near-term P&L—heightened execution risk and binary catalysts .
- Governance: CEO/Chair dual role and Class B election rights concentrate influence; however, six independent directors, active committees, and executive sessions mitigate some independence concerns—still relevant for control discount considerations .
- Risk flags: No hedging/pledging allowed; Dodd-Frank clawbacks in place; prior rapid Axovant tenure is a reputational footnote, but track record at Medivation is strongly positive for value creation .
Overall, Hung’s compensation is predominantly equity-based with clear, disclosed vest schedules; insider selling pressure should be monitored around vest dates, while strategic progress (late-stage assets post-AnHeart acquisition) will be the key driver of TSR given the pre-commercial profile .