Robert Mashal
About Robert Mashal
Independent director of Nuvation Bio (NUVB), age 65, serving since January 2024. Board-certified medical oncologist with leadership roles in biopharma strategy, venture capital, and R&D; educated at Johns Hopkins University (B.A. Natural Sciences; M.D.). He is currently a consultant to the life sciences industry via Robert Mashal LLC and Beacon Prince Partners (since April 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sanofi | Global Head of Strategy, Immunology & Oncology | Nov 2016 – Apr 2020 | Led franchise strategy |
| NKT Therapeutics | Chief Executive Officer | Pre-2016 (dates not disclosed) | Company leadership |
| Alinea Pharmaceuticals | Chief Executive Officer | Pre-2016 (dates not disclosed) | Company leadership |
| Boston Millennia Partners | Partner; Board roles at GlycoFi, CardioMEMS, Sapphire Therapeutics | Pre-2016 (dates not disclosed) | Healthcare investing; portfolio board service |
| Vertex Pharmaceuticals | Program Executive | Pre-2016 (dates not disclosed) | Joint Steering Committee for Vertex–Novartis kinase collaboration |
| McKinsey & Company | Consultant | Pre-Vertex (dates not disclosed) | Strategy advisory |
| UCSF / Dana-Farber | Internal medicine/oncology training; board-certified oncologist | Prior clinical training | Clinical expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Robert Mashal LLC | Consultant to life sciences | Since Apr 2020 | Ongoing industry advisory |
| Beacon Prince Partners | Consultant to life sciences | Since Apr 2020 | Ongoing industry advisory |
The proxy does not disclose any current public company directorships for Dr. Mashal .
Board Governance
- Independence: Board determined Mashal is independent under NYSE standards .
- Committees: Member, Nominating & Corporate Governance Committee; Chair is Robert Bazemore .
- Attendance: In 2024, Board met 14 times; committees met regularly; each director attended ≥75% of Board and committee meetings on which they served .
- Executive sessions: Non-management directors met in executive sessions 14 times in 2024 .
- Annual meeting participation: All directors attended the 2024 annual meeting .
- Board leadership: Board Chair is David Hung; Lead Independent Director is Robert Bazemore .
Fixed Compensation
- Policy: Non-employee director annual cash retainer $40,000; committee member fees—Audit $7,500, Compensation $6,000, Nominating & Corporate Governance $5,000; Lead Independent Director receives an additional $30,000 (Oct 2024 update reflected) .
| Director | Year | Fees Earned (Cash) | Notes |
|---|---|---|---|
| Robert Mashal, M.D. | 2024 | $41,250 | Member of Nominating & Corporate Governance Committee |
Performance Compensation
- Equity structure: New non-employee directors receive an initial stock option grant with grant-date fair value $770,000 (vests monthly over 3 years). Annual options at each stockholder meeting carry ~$385,000 grant-date fair value (vest in full by next annual meeting) .
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms | Status |
|---|---|---|---|---|---|
| Initial stock option (director new hire) | Jan 2024 | 741,179 | $770,000 | Monthly over 3 years | Active |
| Annual director option (standard) | Sep 2024 | 200,801 | $385,020 (typical annual grant value for peers) | Vests at 2025 annual meeting | Mashal voluntarily forfeited this award |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Indicator |
|---|---|---|---|
| Not disclosed | — | — | No public-company board interlocks disclosed for Mashal |
- Board noted one interlock among other directors (Hung and Vernon both on Novocure), and deemed it immaterial; this does not involve Mashal .
Expertise & Qualifications
- Oncology clinician and board-certified oncologist .
- Strategic leadership in global pharma (Sanofi) .
- Venture and operating experience across biotech companies and investment roles .
- R&D program governance at Vertex (JS committee with Novartis) .
- Johns Hopkins M.D.; strong scientific and operational background .
Equity Ownership
| Holder | Class A Shares Beneficially Owned | Options Exercisable ≤60 Days | Total Beneficial Ownership | % of Class A |
|---|---|---|---|---|
| Robert Mashal, M.D. | 100,000 (held by Robert D. Mashal 2020 Revocable Trust) | 329,412 | 429,412 | <1% |
- Anti-hedging/anti-pledging: Company policy prohibits short sales, options, hedging, margin accounts, and pledges for directors, officers, employees, and consultants .
Insider Trades
| Date (Transaction) | Type | Shares | Price | Ownership After | Source |
|---|---|---|---|---|---|
| Oct 8, 2024 (two transactions) | Open-market purchase | 99,981; 19 | $2.20; $2.195 | 100,000 (indirect, Trust) | |
| Apr 1, 2025 (two transactions) | Open-market purchase | 98,900; 1,100 | $1.6699; $1.6655 | 200,000 (indirect, Trust) |
Explanation: Shares are owned directly by the Robert D. Mashal 2020 Revocable Trust; reporting via attorney-in-fact (Form 4) .
Governance Assessment
- Alignment signals:
- Independent status and service on Nominating & Corporate Governance Committee support board effectiveness in director selection, governance guidelines, and ESG oversight .
- Multiple insider open-market purchases (Oct 2024 and Apr 2025) increase skin-in-the-game; beneficial ownership (shares plus vested options) indicates alignment even if percentage of float is small .
- Company-wide say-on-pay approval was strong (FOR 214.9M vs AGAINST 1.6M), signaling broad shareholder support for compensation practices; contributes positively to governance environment around the board on which Mashal serves .
- Robust anti-hedging/anti-pledging policy reduces misalignment risk .
- Risk indicators:
- Class B voting structure concentrates board election influence with the founder for certain seats (not directly related to Mashal but a structural governance consideration) .
- No related-party transactions disclosed involving Mashal; ongoing monitoring warranted given his advisory firms, though proxy lists none above SEC thresholds .
- Attendance and engagement: Board and committee cadence was high in 2024, with each director meeting ≥75% attendance, supporting engagement quality .
Overall, Mashal’s independent status, governance committee role, and insider buying are constructive for investor confidence; no conflicts or attendance issues are disclosed. Equity exposure is meaningful via options and recent share purchases, though absolute ownership remains <1%, and the structural Class B influence remains a broader board-level consideration .