Anna Protopapas
About Anna Protopapas
Anna Protopapas, MBA, is 60 and has served as Chairperson of Nuvalent’s Board since March 2022; she is a Class I director nominee for a term through 2028 . She is independent under Nasdaq rules (the board determined all directors except the CEO and the scientific founder are independent) . Her background includes CEO of Mersana Therapeutics (2015–2023) and senior leadership at Takeda/Millennium in oncology and global business development; she holds a B.S. from Princeton, an M.S. from MIT, and an MBA from Stanford .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mersana Therapeutics | President & CEO | Mar 2015–Sep 2023 | Led biopharma growth and operations |
| Takeda Pharmaceutical | Executive Committee member; President of Millennium Oncology; EVP Global BD | Oct 2010–Oct 2014 | Led oncology business; global M&A/partnering/licensing/venture investing |
| Millennium Pharmaceuticals | SVP Strategy & BD; Executive Committee member | Oct 1997–Oct 2010 | Led BD initiatives |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Mersana Therapeutics | Director | Current | Former CEO; governance continuity |
| Dicerna Pharmaceuticals | Director | Prior | Prior public company board service |
Board Governance
- Roles: Board Chair since March 2022; separation of Chair and CEO roles (commitment to independent oversight) .
- Committees: Compensation Committee member (Chair: Emily Drabant Conley, Ph.D.) ; Nominating & Corporate Governance Committee member since June 2024 (Chair: Michael L. Meyers, M.D., Ph.D.) .
- Independence: Determined independent by the board (except CEO and scientific founder) .
- Attendance: Board met 6 times in 2024; each director attended ≥75% of board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet regularly; independent directors meet at least annually in executive session .
- Say-on-Pay signal: 2024 advisory vote approval ~97.6%, and annual frequency adopted—indicates strong shareholder support for compensation governance .
Fixed Compensation
2024 non-employee director compensation (Anna Protopapas):
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $81,955 |
| Stock Awards ($) | $199,995 |
| Option Awards ($) | $199,986 |
| Total ($) | $481,936 |
Non-employee director compensation policy (amended March 2024):
| Item | Annual Retainer ($) |
|---|---|
| Board member | 42,000 |
| Additional retainer for non-executive Chair | 31,000 |
| Audit Committee member / Chair | 10,000 / 20,000 |
| Compensation Committee member / Chair | 7,500 / 15,000 |
| Nominating & Corporate Governance member / Chair | 5,000 / 10,000 |
Year-over-year structural changes (policy):
| Category | 2023 Policy | 2024 Policy |
|---|---|---|
| Board member retainer ($) | 40,000 | 42,000 |
| Non-executive Chair retainer ($) | 30,000 | 31,000 |
| Audit Committee member / Chair ($) | 7,500 / 15,000 | 10,000 / 20,000 |
| Compensation Committee member / Chair ($) | 5,000 / 10,000 | 7,500 / 15,000 |
| Nominating Committee member / Chair ($) | 4,000 / 8,000 | 5,000 / 10,000 |
| Equity grants | Options only (40k initial; 20k annual) | Mixed annual RSU + option ($400k total; ~50/50) and mixed initial awards ($600k total; ~50/50) |
Performance Compensation
Equity awards structure (directors):
| Item | Detail |
|---|---|
| Annual Award value | $400,000 total; ~50% Annual Option and ~50% Annual RSU; caps: ≤9,900 options, ≤4,950 RSUs |
| Annual Award vesting | Full vest on earlier of 1-year anniversary or next annual meeting |
| Initial Award value | $600,000 total; ~50% Initial Option and ~50% Initial RSU; caps: ≤14,850 options, ≤7,425 RSUs |
| Initial Award vesting | Options vest monthly over 3 years; RSUs vest annually over 3 years |
| Change-of-control | Outstanding Initial and Annual Awards become fully vested/exercisable upon specified sale events |
| 2024 RSU count (Anna) | 2,499 RSUs outstanding as of Dec 31, 2024 |
| 2024 option grant value (Anna) | $199,986 grant-date fair value |
| 2024 RSU grant value (Anna) | $199,995 grant-date fair value |
Note: Director equity is time-based; no director-specific performance metrics disclosed. Company maintains clawback for executives (committee oversight) .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| Mersana Therapeutics | Director (current) | Prior CEO; sector overlap in oncology |
| Dicerna Pharmaceuticals | Director (prior) | Prior public board role |
Expertise & Qualifications
- Oncology leadership and BD: Led Millennium Oncology and Takeda global business development, including acquisitions, partnering, licensing, venture investing .
- CEO experience: Mersana Therapeutics (2015–2023) .
- Education: B.S. (Princeton), M.S. (MIT), MBA (Stanford) .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (Class A) | 70,000 shares via options exercisable within 60 days (less than 1%) |
| Options outstanding (total) | 73,789 shares subject to outstanding option awards (as of 12/31/2024) |
| RSUs outstanding | 2,499 RSUs as of 12/31/2024 |
| Anti-hedging/pledging | Company policy prohibits hedging and pledging for directors |
Recent insider transactions (Form 4):
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| 2025-06-18 | RSU grant | 2,647 | n/a | Annual director RSU; vests in full on earlier of 6/18/2026 or next annual meeting |
| 2025-06-18 | Option grant | 4,147 | $75.53 | Annual director option; expires 6/18/2035; same vest trigger as RSU |
| 2023-12-18 | Sale | 5,000 | $75.67 | Open market sale |
Governance Assessment
-
Strengths:
- Independent Board Chair separate from CEO—enhances oversight .
- Active service on Compensation and Nominating committees; no interlocks or Item 404 relationships disclosed—supports independence .
- Strong shareholder support for executive pay (97.6% say-on-pay in 2024) .
- Clear anti-hedging/pledging policy; director equity tied to tenure and shareholder meeting cadence .
-
Potential red flags / watch items:
- Prior CEO and current director role at Mersana (oncology)—monitor for any future related-party dealings or competitive interlocks; none disclosed to date .
- Personal share sale in Dec 2023; while common for portfolio management, continued sales without offsetting purchases could be read cautiously by traders .
- Director equity accelerates on sale events; standard in biopharma, but investors should monitor for alignment during M&A considerations .
Overall indication: Protopapas brings deep oncology and BD expertise with clear independence and committee engagement. Compensation and ownership structures appear aligned with shareholder-friendly practices (no hedging/pledging; time-based director equity; strong say-on-pay outcomes), with limited conflict exposure disclosed to date .