Gary Hattersley
About Gary Hattersley
Gary Hattersley, Ph.D., age 58, is Chief Scientific Officer (CSO) of Nuvation Bio (NUVB) and has served in this role since June 2019. He holds a Ph.D. from St. George’s Hospital Medical School (London) and a BSc from the University of Hull, and previously led preclinical and biology functions culminating as CSO at Radius Health, contributing to the FDA approval of TYMLOS in 2017 for osteoporosis . Company performance under the most recent disclosures shows cumulative TSR of $22.74 for 2024 (from a $100 baseline) alongside a net loss of $567.9M, reflecting pre-commercial investment; 2023 TSR was $12.91 with a net loss of $75.8M . NUVB’s 2025 Say‑on‑Pay was approved (For: 214,903,033; Against: 1,601,869; Abstain: 143,821), indicating broad shareholder support for the executive pay program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Radius Health Inc. | Senior VP Preclinical Development; VP Biology; CSO | 2003–2018 | Supported development across oncology/women’s health; contributed to TYMLOS approval (2017) . |
| Millennium Pharmaceuticals, Inc. | Senior Scientist | 2000–2003 | Advanced preclinical research capabilities . |
| Genetics Institute | Principal Scientist; other roles | 1992–2000 | Led biology programs; foundational drug discovery experience . |
External Roles
- No current public company directorships disclosed for Hattersley .
Fixed Compensation
Multi-year compensation for Gary Hattersley (Named Executive Officer):
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 484,000 | 502,979 |
| Target Bonus (%) | 40% of base | 40% of base |
| Non-Equity Incentive Paid ($) | 174,240 | 251,500 |
| Stock Options – Grant Date Fair Value ($) | 664,735 | 629,990 |
| All Other Compensation ($) | 36,318 | 22,281 |
| Total Compensation ($) | 1,359,293 | 1,406,750 |
Notes:
- Bonuses are based on pre-established corporate goals; specific metrics are not publicly disclosed due to competitive sensitivity .
- Initial offer letter (June 2019) set base salary at $425,000 and target bonus at 40% of base; subsequent salary adjustments appear in annual compensation .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate performance goals (undisclosed) | Not disclosed | 40% of base salary | $251,500 paid for 2024 | Cash; payout per annual cycle |
| LTIP Stock Options (Time‑based) | Time in service | N/A | Option grants | See award details below | Standard vesting schedules in award table |
| LTIP Stock Options (Performance/Market‑based) | Performance goals incl. market‑price | N/A | Option grants with performance conditions | See award details below | Vest upon achievement through 10/5/2030 |
Outstanding equity awards (as of 12/31/2024):
| Grant Date | Vest Start | Exercisable | Unexercisable | Exercise Price | Expiration | Vesting Details |
|---|---|---|---|---|---|---|
| 1/22/2020 | 1/22/2020 | 398,935 | — | $1.74 | 1/21/2030 | Fully vested by 12/31/2024 |
| 10/05/2020 | 10/05/2020 | 159,574 | 239,361 | $4.60 | 10/04/2030 | 40% vested by 12/31/2024; remainder vests on achievement of performance/market goals through 10/05/2030 |
| 02/28/2022 | 02/28/2022 | 354,166 | 145,834 | $5.06 | 02/27/2032 | Remaining vests monthly through 02/28/2026 |
| 08/29/2022 | 08/29/2022 | 233,333 | 166,667 | $2.93 | 08/28/2032 | Remaining vests monthly through 08/29/2026 |
| 02/28/2023 | 02/28/2023 | 229,166 | 270,834 | $1.94 | 02/27/2033 | Remaining vests monthly through 02/28/2027 |
| 02/29/2024 | 02/29/2024 | — | 500,000 | $1.87 | 02/28/2034 | 25% vested on 03/01/2025; remainder monthly through 02/29/2028 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,637,674 shares (all exercisable within 60 days at 03/25/2025); less than 1% of Class A . |
| Vested vs Unvested | Multiple time-based tranches vested; unvested include 02/28/2022, 08/29/2022, 02/28/2023, 02/29/2024 schedules; performance tranche from 10/05/2020 remains partially unvested . |
| Pledging/Hedging | Company policy prohibits short sales, options, hedging transactions, margin accounts, and pledging of company stock for all directors, employees, and consultants . |
| Ownership Guidelines | No executive stock ownership guidelines disclosed in the proxy; director compensation policy exists separately . |
Potential near-term selling/vesting dynamics:
- 2024 grant (500,000 at $1.87) began vesting 25% on 03/01/2025; remaining vests monthly through 02/29/2028, potentially creating periodic liquidity events .
- Performance option (10/05/2020) vests on market/performance goals through 10/05/2030, aligning payouts to value creation .
Employment Terms
| Term | Provision | Notes |
|---|---|---|
| Offer Letter (June 2019) | Base salary $425,000; target bonus 40% of base | Executed standard confidential information and invention assignment . |
| Severance (without “Cause”) | Tier 1: 12 months base salary + 12 months COBRA reimbursement | Applies to executive officers; Tiered policy by level . |
| Change-in-Control (Double Trigger) | If terminated without “Cause” or resign for “Good Reason” within 12 months post‑CIC: above severance plus lump-sum 100% of target bonus (Tier 1) and full acceleration of time‑based equity | Performance‑condition awards do not accelerate unless Board determines otherwise . |
| Clawback | Dodd‑Frank compliant clawback policy implemented; Sarbanes‑Oxley Section 304 may require CEO/CFO reimbursement upon misconduct-related restatements | Company has formal recoupment policy . |
| Anti‑Hedging/Pledging | Prohibited for all insiders per Insider Trading Policy | Alignment safeguard; reduces hedging or collateralization risks . |
Investment Implications
- Alignment and retention: Hattersley’s compensation is balanced toward equity options with multi-year vesting schedules, including performance/market-condition tranches (e.g., 10/05/2020) that tie payouts to sustained value creation and stock performance; time-based grants vest through 2028, supporting retention . Anti-hedging/pledging policy strengthens alignment with shareholders .
- Pay-for-performance: Annual bonuses (40% target) depend on corporate goals (undisclosed), with actual $251.5k paid for 2024, reflecting execution against milestones; meaningful option grants are consistent with a pre-commercial, R&D‑focused stage .
- Change-in-control economics: A standard double‑trigger structure (12 months salary, 12 months COBRA, 100% target bonus, time‑based acceleration) is market‑typical; performance awards are protected from windfalls unless Board discretion is applied, limiting undue payouts .
- Ownership and potential selling pressure: Beneficial ownership is largely via options with periodic vesting; recent 2024 grant’s monthly vesting through 2028 suggests steady, predictable potential liquidity rather than concentrated selling events. Performance option vesting remains contingent on long‑term goals through 2030 .
- Governance/Shareholder sentiment: Strong 2025 Say‑on‑Pay support indicates investor acceptance of the compensation framework for NEOs, including Hattersley . Company TSR and net losses reflect pre-commercial investment phase, with pay practices emphasizing long-term equity incentives rather than near-term cash .