Deborah Miller
About Deborah Miller
Deborah Miller, Ph.D., J.D., is Nuvalent’s Chief Legal Officer and Secretary, serving since June 2021; she is 49 years old and has 20+ years’ biopharma legal/IP experience spanning early discovery through litigation . Her education includes a B.A. in chemistry (Swarthmore), M.M.Sc. (Harvard Medical School), Ph.D. in biological chemistry & molecular pharmacology (Harvard University), and J.D. (Suffolk University Law School) . Nuvalent is pre‑revenue and reported net losses of $81.9M (2022), $126.2M (2023), and $260.8M (2024) while cumulative TSR rose to 156.41 (2022), 386.50 (2023), and 411.13 (2024) on a $100 base, reflecting strong share performance amid clinical progress and financing execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sumitomo Dainippon Pharma America (incl. North America entities of Sumitomo) | SVP, Deputy General Counsel & Chief IP Counsel | 2020–2021 | Led legal services for North American companies of Sumitomo; enterprise legal/IP leadership |
| Sunovion Pharmaceuticals (subsidiary of SDPA) | Deputy General Counsel & Chief IP Counsel | 2017–2020 | Senior legal/IP leadership at a major biopharma subsidiary |
| Infinity Pharmaceuticals | VP, Deputy General Counsel & Chief Patent Counsel | 2010–2017 | Built and managed IP group; supported in/out-licensing and financings |
| Sepracor (now Sunovion) | IP Corporate Counsel | Earlier career | Corporate IP counsel experience prior to Sumitomo acquisition |
| Nutter McClennen & Fish LLP | Associate | Earlier career | Foundational legal training in private practice |
External Roles
- None disclosed (no current public company directorships or external board roles noted) .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $440,500 |
| Target Bonus (%) | 40% of base salary |
| Target Bonus ($) | $176,200 |
| Actual Bonus Paid ($) | $220,250 (125% corporate performance) |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Corporate goals (development, portfolio, strategic/operational) | 100% | $176,200 | $220,250 | 125% corporate achievement | Cash (annual) |
- Corporate goals included: ARROS‑1 and ALKOVE‑1 execution (Phase 2 enrollment/pivotal path), NVL‑330 Phase 1 initiation, portfolio expansion, and a successful $575M upsized offering; the committee set bonus determinations solely on corporate performance for 2024 .
Equity Awards (Granted Jan 5, 2024)
| Instrument | Grant Date | Quantity | Exercise Price | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Stock Options | 1/5/2024 | 47,500 | $72.35 | $2,370,481 | 48 equal monthly installments over 4 years |
| RSUs | 1/5/2024 | 33,300 | N/A | $2,409,255 | 3 equal annual installments over 3 years |
Performance‑Vesting RSUs (PSUs)
- Nuvalent introduced PSUs for 2025; the Board approved a new PSU award agreement form on Dec 5, 2024. PSUs vest on achievement of performance goals; on a change‑in‑control, goals are deemed satisfied and convert to time‑based vesting over three years (with protections on termination), aligning retention with transaction outcomes .
Equity Ownership & Alignment
| Metric | Detail |
|---|---|
| Total Beneficial Ownership (Class A) | 283,940 shares; less than 1% of shares outstanding as of Mar 31, 2025 |
| Unvested RSUs | 33,300; market value $2,606,724 at $78.28 (12/31/2024 close) |
| Options – Selected Grants Outstanding (12/31/2024) | 1/5/2024: 10,885 exercisable / 36,615 unexercisable; strike $72.35; expires 1/5/2034 |
| 1/6/2023: 15,050 exercisable / 75,104 unexercisable; strike $27.85; expires 1/6/2033 | |
| 1/4/2022: 42,021 exercisable / 28,979 unexercisable; strike $18.93; expires 1/4/2032 | |
| 4/29/2021: 154,099 exercisable / 19,509 unexercisable; strike $6.89; expires 4/29/2031 | |
| Insider Option Exercises (2024) | 70,000 shares exercised; value realized $4,317,619 |
| Hedging/Pledging | Company prohibits hedging and pledging of securities; anti‑hedging policy in place |
| 10b5‑1 / Sell‑to‑Cover | RSU award agreements require durable automatic sell‑to‑cover instructions to satisfy tax withholding (with cooling‑off period and Rule 10b5‑1 compliance) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment | At‑will; confidentiality/assignment and nonsolicitation agreement dated Apr 15, 2021 |
| Target Bonus | 40% of base salary |
| Severance (outside CIC) | 9 months base salary + up to 9 months employer health contribution |
| Severance (within 12 months post‑CIC) | Lump sum 18 months base salary + 1× target bonus + up to 18 months employer health contribution |
| Equity Acceleration (CIC) | All time‑based awards accelerate upon qualifying termination during CIC period; PSUs have CIC conversion to time‑based vesting and protection if not assumed |
| Excise Tax | Cut‑back to maximize net after‑tax benefit if Section 4999 excise tax would apply |
| Clawback | Nasdaq‑compliant clawback policy to recover excess incentive comp upon restatement (covers stock price/TSR‑based incentives using reasonable estimates) |
Compensation Structure Analysis
- Mix shift: 2024 added time‑vested RSUs alongside options; 2025 introduced PSUs, increasing at‑risk equity tied to performance milestones and aligning with value creation around pivotal data/NDA submissions .
- Governance stance: No single‑trigger CIC payments or equity acceleration; no excessive perquisites; no tax gross‑ups; anti‑hedging/pledging policy; strong say‑on‑pay support (97.6% in 2024) .
- Benchmarking: Compensation committee uses peer data at 25th/50th/75th percentiles; peer group updated in 2024 to later‑stage/early commercial biopharmas (e.g., Blueprint, Merus, CRISPR, IDEAYA, Vaxcyte) reflecting Nuvalent’s progress and scale .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 97.6% of votes cast supported NEO compensation; committee maintained approach with the addition of PSUs for 2025 .
Expertise & Qualifications
- Deep legal/IP expertise across North American biopharma; led enterprise IP/legal at SDPA and Sunovion; built Infinity’s IP function supporting licensing/financing; advanced degrees in chemistry, biological chemistry, and law .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (Value of $100) | 156.41 | 386.50 | 411.13 |
| Net Loss ($000s) | (81,854) | (126,219) | (260,756) |
- 2024 corporate performance score of 125% driven by pivotal trial execution, Phase 3 initiation plans, and $575M upsized offering; bonuses for NEOs aligned to corporate goals only .
Risk Indicators & Red Flags
- Insider selling pressure: 2024 option exercises with $4.32M value realized; RSU sell‑to‑cover instructions can create periodic market supply on vest dates .
- Alignment protections: anti‑hedging/pledging and clawback policies reduce misalignment/abuse risk .
- Change‑in‑control: double‑trigger severance and equity acceleration ensure retention but can increase payout sensitivity around transactions .
- No tax gross‑ups; no supplemental retirement plans; standard health/401(k) benefits .
Investment Implications
- Retention and alignment: Significant unvested equity (RSUs/options; PSUs from 2025) and double‑trigger CIC provisions support retention through pivotal milestones and potential transactions, while cash severance is moderate relative to peers .
- Trading signals: Monitor Form 4s for option exercises/RSU settlements, any new 10b5‑1 plans, and vesting calendars (sell‑to‑cover) that may add near‑term supply; governance policies reduce hedging/pledging risk .
- Pay‑for‑performance: 2024 cash payouts were formulaic to corporate goals; 2025 PSUs add explicit performance linkage—constructive for shareholder alignment ahead of NDA and pivotal readouts .
- Financial context: With no revenue and widening net losses typical of clinical‑stage biopharma, equity‑heavy incentives align management with value creation via clinical/regulatory milestones rather than near‑term financial metrics .