Robert B. Bazemore, Jr.

About Robert B. Bazemore, Jr.

Robert B. Bazemore, Jr., 57, is Nuvation Bio’s Lead Independent Director and has served on the Board since July 2020; he is an NYSE‑defined independent director and currently chairs the Nominating & Corporate Governance Committee while serving on the Audit and Compensation Committees . He is a biopharma operator and former public‑company CEO (Epizyme) with commercial launch and large‑cap pharma experience (J&J, Merck); he holds a B.S. in Biochemistry from the University of Georgia .

Past Roles

External Roles

Board Governance

• Independence and leadership: The Board affirmed Bazemore’s independence; Board leadership is split with Dr. Hung as Chair and Mr. Bazemore as Lead Independent Director with agenda‑setting and executive session authority—enhancing independent oversight .
• Committee assignments (current): Audit (member), Compensation (member), Nominating & Corporate Governance (Chair) .
• Attendance and activity: In 2024 the Board met 14 times; Audit 5, Compensation 12, Nominating & Governance 2; all directors attended at least 75% of Board and applicable committee meetings; non‑management directors held 14 executive sessions .

Fixed Compensation

• Policy (effective with October 2024 leadership update): Annual cash retainer $40,000; Lead Independent Director additional $30,000; Committee fees—Audit: Chair $15,000/Member $7,500; Compensation: Chair $12,000/Member $6,000; Nominating & Gov: Chair $10,000/Member $5,000 .

Notes: The higher 2024 cash reflect committee service and the Lead Independent Director retainer adopted in October 2024 .

Performance Compensation

• Equity structure: Non‑employee directors generally receive annual stock options with grant‑date fair value of $385,000; initial options $770,000 grant‑date value for new directors; annual grants vest in full on earlier of one‑year anniversary or next annual meeting; initial grants vest monthly over three years .
• 2024 grant mechanics: Each then‑serving non‑employee director (other than Dr. Cui and Dr. Mashal) held an option for 200,801 Class A shares granted in Sep 2024, vesting at the 2025 annual meeting .

As of Dec 31, 2024, each then‑serving non‑employee director held options to purchase an aggregate of 992,848 shares (excluding Dr. Cui; Dr. Mashal held 741,179) .

Other Directorships & Interlocks

• Independence determination: The Board found Bazemore has no material or disqualifying relationship; independence affirmed for six directors including Bazemore .
• Related‑party oversight: Audit Committee reviews related‑person transactions under the company policy . The 2025 proxy does not list any Bazemore‑specific related‑person transactions .

Expertise & Qualifications

• Commercial and launch leadership in oncology (Zytiga, Imbruvica), broad operating experience at J&J and Merck, and public‑company CEO tenure at Epizyme—board cites this experience as basis for service .
• Financial literacy sufficient for Audit Committee service; Board determined all Audit members can read and understand fundamental financial statements .
• Education: B.S., Biochemistry, University of Georgia .

Equity Ownership

Additional alignment/controls:

• Anti‑hedging/anti‑pledging: Directors are prohibited from short‑sales, options, hedging transactions, margin accounts and pledges of company stock .
• Section 16 compliance: All required insider filings were timely for FY2024, per company review .

Compensation Committee Analysis

• Membership and independence: Compensation Committee comprises Bazemore, Min Cui, Ph.D., and W. Anthony Vernon (Chair) in 2025; all are independent under NYSE standards . In 2024, it comprised Bazemore, Vernon (Chair), and Daniel G. Welch .
• Use of independent consultant: The committee engaged FW Cook to evaluate exec and director compensation plans and peer group analyses .
• Interlocks: No Compensation Committee interlocks or insider participation disclosed; none of the committee members has been an officer/employee; no reciprocal board/comp committee relationships among NUVB executives and other issuers .

Governance Assessment

• Strengths

  • Lead Independent Director role with explicit authority; multi‑committee service including chairing Nominating & Governance—supports board independence and oversight .
  • Verified independence; no material relationships disclosed for Bazemore; related‑party transactions reviewed by Audit Committee .
  • Active board cadence and executive sessions; at least 75% attendance standard met by all directors in 2024 .
  • Director pay mix is predominantly equity via stock options, aligning with long‑term value creation; well‑defined vesting and annual grant policy .
  • Robust trading controls (anti‑hedge/pledge) and Dodd‑Frank compliant clawback for incentive compensation (executives), indicating broader governance hygiene .

• Watch items

  • Equity instrument uses stock options (not RSUs), which can emphasize stock‑price upside; monitoring grant sizing/valuation year‑over‑year is prudent (2024 grant‑date fair value $385,020 vs. $392,434 in 2023) .
  • Time commitments across multiple public boards (Ardelyx, Akari) require continued monitoring of attendance and engagement; 2024 attendance threshold was met but individual director‑level attendance percentages are not disclosed .
  • Dual‑class voting structure concentrates certain director elections in Class B, which can entrench incumbency; however, Bazemore’s independence and Lead Independent role mitigate some risks .

RED FLAGS: None disclosed specific to Bazemore (no related‑party transactions, no hedging/pledging, independence affirmed) .