Cameron Wheeler
About Cameron Wheeler
Independent Class III director (age 46) serving since Nuvalent’s inception in February 2017; Partner in Deerfield’s Biotherapeutics group since September 2014. Prior roles span corporate development and venture investing; degrees include B.S. in Mechanical Engineering and M.S./Ph.D. in Biological Engineering from MIT. Tenure on NUVL board: 2017–present; independence affirmed by the board under Nasdaq rules in March 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deerfield Management | Partner, Biotherapeutics Group | Sep 2014–present | Investment leadership; life sciences expertise |
| Eleven Biotherapeutics (Sesen Bio) | Director of Corporate Development | Apr 2009–Sep 2014 | Corporate development execution |
| Third Rock Ventures | Senior Associate | Mar 2008–Jun 2009 | Venture investing, company building |
| Constellation Pharmaceuticals | Business Dev & Operations Manager | Apr 2008–Apr 2009 | BD/ops support in oncology biotech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Oncorus, Inc. | Director | Previously served | Public company board experience |
| Graybug Vision, Inc. | Director | Previously served | Public company board experience |
| Lumos Pharma, Inc. | Director | Previously served | Public company board experience |
| Deerfield affiliates | Investment professional | Ongoing | Material shareholder in NUVL via Deerfield funds |
Board Governance
- Committees: Compensation Committee member (5 meetings in 2024; chair: Emily Drabant Conley); previously Nominating & Corporate Governance Committee member until June 2024 when Anna Protopapas joined .
- Independence: Board determined Wheeler is independent under Nasdaq and Exchange Act rules; only Porter (CEO) and Shair (consultant) are non‑independent .
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership and oversight: Separate Chair and CEO structure; executive sessions for non‑management and independent directors; board conducts periodic self‑evaluation .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Cash fees (board + committee retainers) | $50,461 |
| Director retainer schedule (effective Mar 2024) | Board member $42,000; Chair add’l $31,000; Audit member $10,000/Chair $20,000; Compensation member $7,500/Chair $15,000; Nominating member $5,000/Chair $10,000 |
| 2023 schedule (prior to Mar 2024 update, context) | Board $40,000; Comp member $5,000; Nom/Gov member $4,000, etc. |
Performance Compensation
| Award Type | FY 2024 Value | Units/Shares | Vesting |
|---|---|---|---|
| RSU award | $199,995 | 2,499 RSUs outstanding as of Dec 31, 2024; grant-date price $80.03 (June 12, 2024) | Vests in equal annual installments over 3 years |
| Stock options | $199,986 | 81,789 options outstanding as of Dec 31, 2024 | Options typically vest monthly over 3–4 years; director annual grants vest fully by next AGM or 1 year |
No director performance metrics (e.g., TSR, EBITDA) are used for non‑employee director equity; awards are time‑based RSUs and options per the policy .
Other Directorships & Interlocks
| Entity | Type | Detail | Governance Signal |
|---|---|---|---|
| Deerfield Funds | 5%+ shareholder | 27.30% beneficial ownership of Class A; additional non‑voting Class B convertible subject to 4.9% cap | |
| Options held “for benefit of Deerfield” | Instrument | Aggregate 156,000 options held by Wheeler and Pearlberg for Deerfield’s benefit/direction (exercisable within 60 days of Mar 31, 2025) | |
| Deerfield revenue sharing agreement | Related party | Fixed low single‑digit net sales share on certain products; no payments to date | |
| Deerfield personnel on board | Interlock | Wheeler (Partner) and Pearlberg (Deerfield VP) both directors |
Expertise & Qualifications
- Deep life sciences investing and corporate development background; senior roles in venture and BD; MIT technical training (Ph.D.) .
- Active on Compensation Committee; signed Compensation Committee report (evidencing engagement) .
Equity Ownership
| Item | As of Dec 31, 2024 | As of Mar 31, 2025 |
|---|---|---|
| Beneficial ownership (Class A shares) | Not disclosed individually in director table; options outstanding: 81,789; RSUs outstanding: 2,499 | |
| Beneficial ownership (SEC Security Ownership table) | — | — (no beneficial ownership reported for Wheeler; <1% not shown) |
| Deerfield aggregate holdings (context) | 23,582,278 Class A (27.30%); plus 5,435,254 Class B convertible subject to cap | same |
| Options “for benefit of Deerfield” (aggregate Wheeler + Pearlberg) | 156,000 exercisable within 60 days | same |
Anti‑hedging: short sales and derivatives in Company stock prohibited; clawback policy compliant with Nasdaq adopted .
Governance Assessment
- Strengths: Independent under Nasdaq; strong attendance; structured director compensation; anti‑hedging and clawback policies; separation of Chair/CEO; executive sessions; related‑party review by Audit Committee .
- Alignment concerns: Security Ownership shows no personal beneficial ownership reported for Wheeler as of Mar 31, 2025; his options/RSUs exist but may be limited in near‑term exercisability; substantial Deerfield ownership and revenue‑sharing agreement create potential influence dynamics .
- Committee influence: Active on Compensation Committee (5 meetings); co‑signs the CD&A report—key voice in pay and equity design .
- Shareholder sentiment: Say‑on‑pay support was strong in 2024 (97.6%), indicating investor confidence in compensation governance (context for Wheeler’s committee oversight) .
RED FLAGS
- Dual Deerfield interlocks: Two Deerfield employees on the board (Wheeler, Pearlberg) while Deerfield controls 27.30% and has product revenue‑sharing rights—heightened potential for conflicts; ongoing monitoring of related‑party review and recusal practices is warranted .
- Options “for the benefit of Deerfield”: 156,000 options held by Wheeler and Pearlberg at Deerfield’s direction could blur individual vs. institutional alignment; transparency and committee oversight are key .
- Limited disclosed personal ownership: No beneficial ownership reported for Wheeler as of March 31, 2025, reducing “skin‑in‑the‑game” signaling relative to peers .
Mitigants: Audit Committee reviews related‑party transactions; board confirms independence; Class B conversion capped at 4.9% to limit voting concentration; no 404‑required relationships for Compensation Committee members in 2024 .