Darlene Noci
About Darlene Noci
Darlene Noci, A.L.M., is Chief Development Officer of Nuvalent and is 48 years old; she has served as CDO since July 2022 after leading Product Development & Regulatory Affairs from January 2021 to July 2022 . She holds a B.A. from Adelphi University and an A.L.M. in Government from Harvard University Extension School, with 20+ years in global drug development including leading the global regulatory strategy and portfolio for Bavencio (avelumab) at EMD Serono . Company pay-versus-performance disclosures show Nuvalent TSR of 156.41 (2022), 386.50 (2023), and 411.13 (2024), alongside net losses of $81,854k, $126,219k, and $260,756k, respectively, contextualizing the operating environment during her tenure . In Q3 2025, Noci highlighted completion of the rolling NDA for zidesamtinib and progress toward pivotal data for neladalkib, reflecting execution on development milestones .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Nuvalent | Chief Development Officer | Since July 2022 | Leads development portfolio including zidesamtinib and neladalkib programs |
| Nuvalent | SVP, Product Development & Regulatory Affairs | Jan 2021 – Jul 2022 | Built regulatory and development functions pre-commercial |
| Noci Strategic Consulting, LLC | Founder | May 2018 – (prior to joining Nuvalent) | Regulatory consulting leadership |
| X4 Pharmaceuticals | VP, Regulatory Affairs & Quality Assurance | Jan 2016 – May 2018 | Led RA/QA functions |
| EMD Serono (Merck KGaA Darmstadt, Germany) | Global Regulatory Lead Strategist, Immuno-Oncology | Jun 2014 – Jan 2016 | Led global regulatory strategy/portfolio for Bavencio (avelumab) |
| Infinity, Sanofi, Genzyme | Various roles | Not disclosed | Prior biotech/pharma regulatory roles |
External Roles
No external public company directorships or committee roles are disclosed in Nuvalent’s executive officer profiles or proxy materials reviewed .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $432,700 |
| Target Bonus (%) | 40% of base salary |
| Target Bonus ($) | $173,080 |
| Actual Bonus ($) | $216,350 (125% of target based on corporate performance score) |
Performance Compensation
- Annual cash incentive structure for 2024 was wholly tied to corporate goals across Development Program Execution (zidesamtinib NDA path; neladalkib trial transitions; NVL-330 Phase 1), Portfolio Expansion, and Strategic/Operational goals (financing, org growth, commercial infrastructure). The board approved a 125% corporate achievement score, leading to Noci’s bonus payout of $216,350 vs. a $173,080 target .
- Introduction of performance stock units (PSUs) for NEOs in 2025; RSUs and options continued as time-based awards in 2024 .
| Component | Metric/Terms | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Corporate performance score | Not disclosed | 100% of target | 125% corporate score; Noci payout $216,350 | Cash (2024 bonus) |
| RSUs (2024 grant) | 33,300 units; GD fair value $2,409,255 | N/A | Time-based | Granted 1/5/2024 | Equal annual installments over 3 years post-grant |
| Options (2024 grant) | 47,500 options; Ex. Price $72.35; GD fair value $2,370,481 | N/A | Time-based | Granted 1/5/2024 | 48 equal monthly installments post-grant |
| PSUs (2025 framework) | Performance-vesting RSUs under 2021 Plan | N/A | As set in Exhibit A | Form approved 12/5/2024 | Vests upon certified performance achievement |
Equity Ownership & Alignment
- Outstanding equity awards as of December 31, 2024 (time-based unless noted):
| Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of RSUs ($) |
|---|---|---|---|---|---|---|
| 1/5/2024 | 10,885 | 36,615 | 72.35 | 1/5/2034 | 33,300 | $2,606,724 |
| 1/6/2023 | 69,096 | 75,104 | 27.85 | 1/6/2033 | — | — |
| 8/1/2022 | 8,328 | 20,833 | 14.40 | 8/1/2032 | — | — |
| 1/4/2022 | 20,688 | 15,112 | 18.93 | 1/4/2032 | — | — |
| 4/29/2021 | 11,311 | 3,480 | 6.89 | 4/29/2031 | — | — |
| 2/16/2021 | 32,647 | 3,554 | 1.08 | 2/15/2031 | — | — |
- Insider selling pressure indicator (Rule 10b5-1 plan):
| Adoption Date | Type | Nature | Duration | Aggregate Number of Securities |
|---|---|---|---|---|
| Nov 18, 2024 | Rule 10b5-1 trading arrangement | Sale | Until Jul 30, 2026, or earlier completion/expiry | Up to 150,000 shares of Class A common stock |
- Transfer/pledging restrictions: RSU agreements prohibit sale, transfer, pledge, assignment, or encumbrance prior to vesting and share issuance under the Plan .
Employment Terms
| Provision | Outside Change-in-Control Period | Within Change-in-Control Period |
|---|---|---|
| Employment status | At-will; agreement supersedes prior agreements | At-will |
| Base salary & bonus eligibility | Annual base salary; eligible for annual bonus with 40% target | Same |
| Severance cash | 9 months of continued base salary payments | Lump-sum equal to 18 months base salary + 1x target bonus |
| Health benefits | Employer contribution to health insurance for up to 9 months | Employer contribution for up to 18 months |
| Equity acceleration | Not specified outside CIC | All time-based stock options and other stock-based awards accelerate and become fully vested/exercisable upon termination without cause or resignation for good reason during CIC (double trigger) |
| 280G excise tax | Cutback to maximize after-tax benefit (no gross-up) | Cutback to maximize after-tax benefit |
| Non-compete/confidentiality | Employee confidentiality, assignment and noncompetition agreement dated Nov 25, 2020 | Same |
- Estimated payments upon termination/change-in-control (as of 12/31/2024; assumes $78.28 per share):
| Scenario | Salary & Cash ($) | Bonus ($) | Vesting of Stock Options ($) | Vesting of RSUs ($) | Health & Dental ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without cause or resignation for good reason (outside CIC) | $324,525 | — | — | — | $24,700 | $349,225 |
| Termination without cause or resignation for good reason (within 12 months post-CIC) | $649,050 | $173,080 | $6,755,137 | $2,606,724 | $49,400 | $10,233,391 |
Performance & Track Record
- Development execution: Completed rolling NDA submission for zidesamtinib (ROS1-positive NSCLC); on track for topline pivotal data for neladalkib by year-end 2025; progressing ALKAZAR Phase 3 for TKI-naïve ALK-positive NSCLC .
- 2024 corporate goals: Exceeded defined program execution goals (zidesamtinib, neladalkib) and financing; met NVL-330, portfolio expansion, and other strategic/operational goals at target; board approved 125% corporate performance score .
- Governance backdrop: 2025 Say-on-Pay passed with 53,520,192 “For” vs. 10,356,887 “Against” .
- Operating environment: Company TSR rose markedly 2022–2024, while net losses increased reflecting scale-up toward potential commercialization .
Compensation Structure Analysis
- Shift toward equity mix: 2024 included both options and time-vested RSUs; PSUs introduced for 2025, increasing performance-conditioned equity weight for NEOs .
- Bonus determination: 2024 bonuses paid solely on corporate performance; Noci received 125% of target reflecting above-target achievement on key development and financing goals .
- Award timing and MNPI policy: 2024 option grants on 1/5/2024 with exercise price at same-day close; disclosure records note a 1.85% change around subsequent MNPI disclosures, with policy narrative that board/committee did not time grants based on MNPI .
Investment Implications
- Alignment vs. liquidity: Noci holds significant unvested RSUs (33,300 units) and layered option grants across 2021–2024, creating long-term alignment; concurrently, a Rule 10b5-1 plan for up to 150,000 shares through July 2026 signals potential ongoing selling, a factor for near-term float/overhang analysis .
- Retention and M&A dynamics: Double-trigger CIC protections (18 months base + 1x target bonus, health benefits, and acceleration of time-based equity only upon termination in CIC period) support retention while reducing forced-sale risk; absence of excise tax gross-up (280G cutback) is shareholder-friendly .
- Execution track record: Documented progress on NDA submission and pivotal/Phase 3 transitions indicates high execution capacity in regulatory/development; 2024 bonus outcomes corroborate delivery vs. corporate milestones .
- Shareholder support: Strong Say-on-Pay approval in 2025 suggests investor acceptance of pay design amidst scaling losses and advancing pipeline; continued monitoring of PSUs’ performance gates will be key for pay-for-performance validation .