Philippe Sauvage
About Philippe Sauvage
Philippe Sauvage is Chief Financial Officer (Principal Financial Officer) of Nuvation Bio since October 7, 2024, bringing 20+ years of global finance, operations, and commercialization leadership from Sanofi and public-sector healthcare finance in France. He holds a Research Masters in Macro-Economics (Panthéon-Sorbonne), a Master of Science in Engineering (École Polytechnique), and completed Corps des Mines at Mines ParisTech; his age is 48 per the company’s 2025 proxy. He signs Sarbanes–Oxley 302 and 906 certifications for Nuvation’s 10-Qs, indicating responsibility for controls and fair presentation of results. Liquidity has been strong during his tenure, with $549.1M cash at Q3 2024 and commentary of “about $600M” in Q2 2025, supporting commercialization and development initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sanofi | SVP, Global Head of Operations & Access | 2020–2024 | Led global commercial systems, competitive intelligence, multichannel strategy, and market access; integrated cross-functional strategic segments . |
| Sanofi | Head of Commercial Strategy & Portfolio Marketing – Dupixent | 2019–2020 | Drove commercial strategy for a major immunology franchise (Dupixent), aligning portfolio marketing with growth objectives . |
| Sanofi Genzyme and Sanofi North America | CFO | 2015–2019 | Led financial operations for Global Specialty Care and all US entities (~$14B region), strengthening financial discipline and scale . |
| Sanofi JPAC (Japan/Asia Pacific) | CFO; CFO Japan | 2012–2015 | Oversaw regional finance including Japan, optimizing financial controls and performance in a complex multi-country context . |
| Assistance Publique – Hôpitaux de Paris | Chief Economic & Financial Officer | 2009–2012 | Directed economic and financial oversight for the largest hospital system in Europe, focusing on resource allocation and efficiency . |
External Roles
No public company directorships or external board roles disclosed for Mr. Sauvage; no related-party transactions reported upon appointment .
Fixed Compensation
| Component | Detail | Effective Date | Citation |
|---|---|---|---|
| Base Salary ($) | 510,000 | Oct 7, 2024 | |
| Target Annual Bonus (%) | Up to 45% of base salary (discretionary) | Oct 7, 2024 | |
| Employee Benefits | Standard US benefits; 401(k) Safe Harbor contributions equal to 3% of eligible compensation | 2023 plan; in effect | |
| Actual Bonus Paid | Not disclosed | — | — |
Performance Compensation
Annual Bonus Framework
| Metric | Weighting | Target | Actual | Payout | Vesting | Citation |
|---|---|---|---|---|---|---|
| Corporate objectives (undisclosed) | Not disclosed | 45% of base salary | Not disclosed | Discretionary | Cash |
The company does not disclose specific annual bonus goals due to competitive sensitivity; targets are set annually by the Board with CEO input and are pay-for-performance oriented .
Equity Awards (Options)
| Grant Type | Grant Date | Shares | Exercise Price | Expiration | Vesting Schedule | Change-in-Control Treatment | Citation |
|---|---|---|---|---|---|---|---|
| Stock Option (time-based) | Oct 7, 2024 | 750,000 | Not disclosed | Not disclosed | 25% vests at 1-year anniversary (Oct 7, 2025); remaining 75% vests 1/48 monthly thereafter | Full acceleration of time-based awards upon termination without cause or resignation for good reason within 12 months after a change in control (double-trigger); performance awards not accelerated |
Clawbacks and Grant Timing Practices
- Dodd-Frank compliant incentive compensation recoupment policy; SOX 304 reimbursement potential for CEO and CFO in case of misconduct-led restatements .
- Annual employee option refresh grants typically on last business day of February; new-hire grants near start date; no MNPI grant timing strategy .
Equity Ownership & Alignment
| Item | Detail | Citation |
|---|---|---|
| Anti-Hedging & Anti-Pledging | Directors, officers, employees prohibited from short sales, options, hedging transactions, margin accounts, and pledges of company stock | |
| Section 16 Compliance | All filing requirements met and timely for FY 2024 based on company review | |
| Beneficial Ownership (CFO) | Not separately disclosed in 2025 proxy table (table lists NEOs and directors; CFO was not an NEO for 2024) | |
| Equity Plan Capacity | Outstanding options: 57,729,709; Wtd. avg. exercise price: $2.94; Available for future issuance: 50,204,800 (2021 Plan and ESPP auto-increase features) |
Employment Terms
| Term | Base Case (No CoC) | Change-in-Control (within 12 months; double-trigger) | Citation |
|---|---|---|---|
| Severance Cash | 12 months of base salary | 12 months of base salary + lump sum equal to 100% of target annual bonus | |
| COBRA Reimbursement | 12 months | 12 months | |
| Equity Vesting | None beyond standard vesting | Full acceleration of time-based awards; performance-based awards not accelerated unless Board determines otherwise | |
| Indemnification | Standard form indemnification agreement | — | |
| Non-compete/Non-solicit | Not disclosed | — | — |
Performance & Track Record
| Period | Indicator | Value/Comment | Citation |
|---|---|---|---|
| Q3 2024 | Cash, cash equivalents, and marketable securities | $549.1M | |
| Q2 2025 | Liquidity commentary (CFO) | “About $600M” | |
| Certifications | SOX 302 and 906 | CFO signed certifications for Q1–Q3 2025 10-Qs |
No controversies, legal proceedings, or related-party transactions were disclosed at appointment; he was appointed CFO and PFO effective Oct 7, 2024 .
Compensation Committee Analysis
- Compensation Committee: Robert B. Bazemore Jr., Min Cui, Ph.D., and W. Anthony Vernon (Chair); all independent; charter available on company website .
- Committee Role: Oversees executive compensation, equity plans, severance, change-in-control protections, and compensation philosophy .
- Stock Option Subcommittee: Delegated authority to a committee comprised of the CEO, CFO, and Chief People Officer to grant options to non-executive employees within parameters .
Say-on-Pay & Shareholder Feedback
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Vote | Outcome |
|---|---|---|---|---|---|
| Advisory approval of NEO compensation | 214,903,033 | 1,601,869 | 143,821 | 64,812,107 | Approved |
Board Governance
- CFO executes company 8-Ks (signatures) as authorized officer (Nov 3, 2025; Aug 7, 2025; Nov 6, 2024) .
Equity Vesting & Potential Selling Pressure
| Award | First Cliff Vest Date | Shares Vesting | Ongoing Vesting | Note |
|---|---|---|---|---|
| CFO Option (750,000) | Oct 7, 2025 | 187,500 (25%) | 1/48th monthly thereafter | Monitor Form 4 filings around and after the first vest for potential selling; exercise economics depend on strike price (not disclosed) . |
Fixed and Performance Compensation Mix (Qualitative)
- Fixed pay is moderate relative to peers (base $510k) with meaningful at-risk pay via options and bonus, aligning interests with long-term equity value creation .
- Strong governance overlays: clawbacks and anti-hedging/pledging policies constrain misalignment and speculative behavior .
Investment Implications
- Alignment: Time-based options and bonus tied to undisclosed corporate objectives create leverage to execution on commercialization and pipeline milestones; clawback and anti-pledging reduce agency risk .
- Retention: Double-trigger CoC protections and 12-month severance are standard; the vesting schedule incentivizes retention through continued monthly vesting after the one-year cliff .
- Trading Signals: The first option cliff on Oct 7, 2025 likely increases flexibility for exercises; monitor Form 4s for exercises/sales to gauge confidence and potential supply overhang given option vesting cadence .
- Governance Support: Strong say-on-pay approval with high “For” vote count suggests shareholder support for executive pay structures as disclosed, reducing near-term pay-related controversy risk .
- Execution Capability: Prior Sanofi P&L and market access leadership plus AP-HP financial stewardship suggest operational rigor during commercialization; liquidity commentary and cash levels support runway to profitability initiatives .