Kathryn E. Falberg
About Kathryn E. Falberg
Independent director of Nuvation Bio (NUVB) since October 2020; Chair of the Audit Committee and designated “audit committee financial expert.” Age 64; prior CFO roles at Jazz Pharmaceuticals (2009–2014) and senior finance leadership at Amgen (1995–2001). Holds a B.A. in Economics and an MBA in Finance from UCLA. Re-elected at the 2025 Annual Meeting to a term ending at the 2028 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals plc | EVP & CFO (after prior SVP & CFO) | 2009–2014 | Senior financial leadership at a public biopharma; CFO oversight. |
| Amgen Inc. | SVP Finance & Strategy and CFO; prior VP CAO; VP Treasurer | 1995–2001 (Amgen); prior roles earlier | Large-cap finance leadership; treasury, accounting, strategy. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arcus Biosciences, Inc. (public) | Director | Since 2017 | Biopharmaceutical company directorship. |
| The Trade Desk, Inc. (public) | Director | Since 2016 | Public technology company directorship. |
| Prior public boards | Medivation (2013–2016); Aimmune (2015–2020); Axovant (2017–2018); UroGen (2017–2022); Tricida (2018–2023) | Past | Oncology/biotech governance experience. |
Board Governance
- Independence: The Board affirmatively determined Ms. Falberg is independent under NYSE standards.
- Committee roles: Audit Committee Chair; Audit Committee includes Bazemore, Blickenstaff, Falberg; Board identifies her as an “audit committee financial expert.”
- Attendance and engagement: In 2024, Board held 14 meetings; Audit 5; Compensation 12; Nominating & Corporate Governance (NCG) 2; each director attended at least 75% of their meetings; all directors attended the 2024 Annual Meeting.
- Board leadership: CEO David Hung serves as Board Chair; Lead Independent Director is Robert B. Bazemore, reinforcing independent oversight.
- 2025 election results (signal of support): Kathryn E. Falberg received 198,624,124 For; 18,024,599 Withheld; 64,812,107 broker non-votes (Class A/B voting together).
Fixed Compensation
| Component | Policy / Actual | Amount |
|---|---|---|
| Annual cash retainer (non-employee director) | Policy | $40,000. |
| Audit Committee Chair fee | Policy | $15,000. |
| Meeting fees | Policy | None beyond retainers/committee fees. |
| 2024 Fees Earned or Paid in Cash (Falberg) | Actual | $55,000 (matches $40,000 base + $15,000 Audit Chair). |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting/Terms | Notes |
|---|---|---|---|---|---|
| Stock option (annual director grant) | Sep 2024 | 200,801 | — | Vests on the date of the 2025 Annual Meeting. | |
| Stock option (annual policy) | At each Annual Meeting | N/A | $385,000 grant date fair value | Vests in full on earlier of one-year anniversary or next annual meeting. | |
| 2024 Option Awards (Falberg) | 2024 | — | $385,020 | Aggregate grant date fair value for 2024 director equity. |
Notes:
- Non-employee director annual grants are options with specified grant-date fair values rather than fixed share counts (except the September 2024 200,801-share grant vesting at the 2025 Annual Meeting).
- Directors are reimbursed for reasonable out-of-pocket meeting expenses.
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public boards | Arcus Biosciences (since 2017); The Trade Desk (since 2016). |
| Disclosed interlocks | Board considered director affiliations; noted Hung and Vernon both on Novocure, but not Falberg. Independence affirmed. |
Expertise & Qualifications
- Designated “audit committee financial expert”; possesses financial sophistication per NYSE standards.
- Former public-company CFO (Jazz), senior finance executive at Amgen; deep capital markets, accounting, and audit oversight capabilities.
- Advanced finance education (UCLA MBA) aligned with Audit Chair responsibilities.
Equity Ownership
| Holder | Beneficially Owned Class A | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Class A |
|---|---|---|---|---|
| Kathryn E. Falberg (as of Mar 25, 2025) | 250,000 | 792,047 | 1,042,047 | <1% |
| Source | ||||
Additional alignment policies:
- Anti-hedging/anti-pledging: Directors, employees, and consultants are prohibited from short-sales, options, hedging transactions, margin accounts, and pledges in Company stock.
Governance Assessment
- Strengths:
- Independent Audit Chair with “financial expert” designation; robust oversight of financial reporting and cybersecurity risk; Audit met 5x in 2024.
- Equity-heavy director compensation (option-based) aligns with shareholder outcomes; 2024 equity award for Falberg had $385,020 fair value.
- Strong investor support: re-elected in 2025 with 198.6M For vs 18.0M Withheld; Say-on-Pay also passed (214.9M For / 1.6M Against).
- Anti-hedging/anti-pledging policy and no related-party transactions disclosed involving Ms. Falberg.
- Watch items:
- Multiple external board commitments (Arcus, The Trade Desk); continue monitoring attendance and committee load—Board disclosed each director met ≥75% attendance in 2024.
- Concentrated voting structure and combined CEO/Chair role mitigated by Lead Independent Director; continue to monitor board independence dynamics.
No red flags identified in the latest proxy regarding conflicts, related-party transactions, or pledging; independence affirmed by the Board.
Appendix: Board & Shareholder Voting Signals
| Item | 2024 Activity | 2025 Outcome |
|---|---|---|
| Director meeting cadence | Board: 14; Audit: 5; Compensation: 12; NCG: 2; each director ≥75% attendance; all directors attended 2024 Annual Meeting. | — |
| Election of Kathryn E. Falberg | Standing for Class A/B combined seat | For: 198,624,124; Withheld: 18,024,599; Broker non-vote: 64,812,107 (May 21, 2025). |
| Say-on-Pay (advisory) | — | For: 214,903,033; Against: 1,601,869; Abstain: 143,821; Broker non-vote: 64,812,107. |