James Porter
About James Porter
James R. Porter, Ph.D. (age 49) is Nuvalent’s Chief Executive Officer, President, and a director, roles he has held since February 2020; he previously served as VP, Product Development (2018–2020) and a consultant in early 2018. He holds a B.A. in chemistry from the College of the Holy Cross and a Ph.D. in organic chemistry from Boston College . During his tenure, Nuvalent’s total shareholder return (TSR) rose from a $100 baseline to $156.41 (2022), $386.50 (2023), and $411.13 (2024), while the company remained in investment mode with net losses of $81.9m (2022), $126.2m (2023), and $260.8m (2024) . As of Q3 2025, Nuvalent reported $943.1m in cash, cash equivalents and marketable securities and an operating runway anticipated into 2028 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Nuvalent, Inc. | Consultant; VP, Product Development; CEO & President; Director | 2018 (consultant); Apr 2018–Jan 2020 (VP); Feb 2020–present (CEO/President/Director) | Led product development pre-CEO; as CEO directs portfolio toward late-stage and commercial preparedness . |
| Verastem, Inc. | Consultant, Product Development | 2017 | Led transition and NDA submission for duvelisib following Infinity licensing . |
| Infinity Pharmaceuticals | Various roles culminating in VP, Product Development | 2002–2016 | Led cross-functional team through NDA resulting in FDA approval of COPIKTRA; contributed to six compounds entering clinical trials . |
External Roles
| Organization | Role | Years | Note |
|---|---|---|---|
| Nuvalent, Inc. | Director (Class I nominee in 2025) | Feb 2020–present | Standing for re-election; no additional director fees paid to Porter . |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 579,600 | 602,800 | 627,000 |
| Target Bonus (%) | — | — | 55% of base salary |
| Target Bonus ($) | — | — | 344,850 |
Notes: Porter received no additional compensation for director service .
Performance Compensation
- 2024 annual cash incentive was based solely on corporate performance goals (development execution, portfolio expansion, strategic/operational priorities) with a corporate score of 125%; Porter’s actual bonus was $431,063 vs. a $344,850 target .
| Metric (Annual) | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| 2024 Corporate Goals (composite) | 100% | 100% | 125% | 125% of target |
- Long-term incentives: Mix of stock options (monthly vesting over 4 years) and RSUs (3 equal annual installments). In 2024 Porter received 161,100 options (exercise price $72.35) and 112,800 RSUs on Jan 5, 2024; RSUs vest annually over 3 years, options in 48 equal monthly installments .
| Grant | Grant Date | Shares/Units | Vesting | Exercise Price |
|---|---|---|---|---|
| Stock Options | 1/5/2024 | 161,100 | 48 equal monthly installments over 4 years | $72.35 |
| RSUs | 1/5/2024 | 112,800 | 3 equal annual installments over 3 years | N/A |
- 2025 plan enhancements: Company introduced performance-based RSUs (PSUs) for 2025 to strengthen pay-for-performance alignment .
Equity Ownership & Alignment
| Ownership metric (as of dates shown) | Amount |
|---|---|
| Total beneficial ownership (3/31/2025) | 2,055,413 shares; 3.01% of Class A |
| Options exercisable within 60 days (included above) | 1,937,801 shares (within 60 days of 3/31/2025) |
| Unvested RSUs (12/31/2024) | 112,800 units (market value $8,829,984 at $78.28) |
| Anti-hedging/pledging | Hedging and pledging prohibited by policy |
| Rule 10b5‑1 plans | Permitted under company policy |
- Insider transactions indicator: In 2024, Porter exercised 103,000 options, realizing $7,066,467 of value; this suggests available liquidity from prior equity awards (form of disposition not specified) .
Outstanding equity awards (12/31/2024)
| Grant date | Exercisable | Unexercisable | Exercise Price | Expiration | RSUs Unvested | RSU Value @ $78.28 |
|---|---|---|---|---|---|---|
| 1/5/2024 (Options) | 36,919 | 124,181 | $72.35 | 1/5/2034 | — | — |
| 1/6/2023 (Options) | 120,624 | 219,156 | $27.85 | 1/6/2033 | — | — |
| 1/4/2022 (Options) | 240,917 | 89,483 | $18.93 | 1/4/2032 | — | — |
| 4/29/2021 (Options) | 794,908 | 72,264 | $6.89 | 4/29/2031 | — | — |
| 12/15/2020 (Options) | 33,423 (fully vested) | — | $0.87 | 12/15/2030 | — | — |
| 5/25/2020 (Options) | 565,942 (fully vested) | — | $0.65 | 5/25/2030 | — | — |
| 5/25/2020 (Options) | 49,401 (fully vested) | — | $0.65 | 5/25/2030 | — | — |
| 1/5/2024 (RSUs) | — | — | — | — | 112,800 | $8,829,984 |
Governance safeguards:
- Clawback policy compliant with Nasdaq standards (covers cash and equity; triggered by material restatements; stock price/TSR-based recovery via reasonable estimates) .
- No hedging or pledging of company securities .
Employment Terms
- At‑will employment; base salary subject to review; annual bonus target 55% of base salary; standard confidentiality, assignment and noncompetition agreement .
- Severance (non‑CIC termination without cause/for good reason): 12 months’ base salary; prior-year earned but unpaid bonus if applicable; up to 12 months company-paid health contribution, subject to release .
- Change-in-control (double trigger within 12 months post‑sale): Lump sum equal to 24 months’ base salary + 1.5x target bonus, prior‑year earned bonus, up to 24 months health contribution; full acceleration of time‑based equity; 280G cut‑down if beneficial .
Potential payments as of 12/31/2024 (illustrative):
| Scenario | Salary/ Cash ($) | Bonus ($) | Option vesting value ($) | RSU vesting value ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|---|
| Non‑CIC termination | 627,000 | — | — | — | 32,933 | 659,933 |
| CIC termination (12 months post‑sale) | 1,254,000 | 517,275 | 22,258,173 | 8,829,984 | 65,867 | 32,925,299 |
Board Governance
- Board leadership: Chairperson (Anna Protopapas) is separate from CEO; Porter serves as CEO and director, not independent .
- Committee independence: Audit (Chair Sapna Srivastava), Compensation (Chair Emily Drabant Conley), Nominating & Corporate Governance (Chair Michael Meyers); Porter is not listed as a committee member, consistent with independence practices .
- Board service: Class I director nominee for 2025; board met six times in 2024; each director attended ≥75% of board and committee meetings .
- Director compensation: Porter receives no additional compensation for board service .
Dual‑role implications:
- Separation of Chair and CEO mitigates concentration of power; Porter’s non‑independent status is disclosed, with committees comprised of independent directors .
Director Compensation (context)
- Non‑employee director policy includes cash retainers and mixed option/RSU equity grants; does not apply to Porter as employee‑director .
Compensation Peer Group (benchmarking context)
- 2025 compensation decisions used an updated 18‑company peer set emphasizing late‑stage/early commercial biopharma (e.g., Apogee, Arcellx, Arrowhead, Avidity, Blueprint, CRISPR, Cytokinetics, Denali, IDEAYA, Immunovant, Intellia, Madrigal, Merus, Revolution, Summit, Syndax, Vaxcyte, Viking) .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay support: 97.6%; company maintained approach and added PSUs for 2025 .
- 2025 proxy includes a new advisory vote on NEO compensation and director elections .
Related Party / Risk Indicators
- Policies: No single‑trigger CIC payments or equity acceleration; no excessive perquisites; no tax gross‑ups; no hedging or pledging; clawback in place .
- Equity grant timing: Company discloses grants near material announcements; 2024 option grant occurred Jan 5, 2024, with a subsequent 8‑K, showing a 1.85% day‑over‑day stock price change around disclosure; company states it did not time grants based on MNPI .
- Option exercises: Porter realized $7.07m upon exercising 103,000 options in 2024 .
Performance & Track Record (Company context during Porter’s tenure)
| Year | TSR ($ value of $100) | Net Loss ($000s) |
|---|---|---|
| 2022 | 156.41 | (81,854) |
| 2023 | 386.50 | (126,219) |
| 2024 | 411.13 | (260,756) |
Operational progress included completing the rolling NDA for zidesamtinib, preparing for neladalkib pivotal data, and progressing HER2 program NVL‑330; management highlighted commercial preparedness and runway into 2028 .
Investment Implications
- Alignment: High equity mix (options + RSUs; PSUs added for 2025) and meaningful beneficial ownership (3.01%) support pay‑for‑performance and long‑term alignment; hedging/pledging prohibited and clawback in place .
- Retention and overhang: Substantial unvested equity (e.g., 124,181 unvested 2024 options; 112,800 RSUs) with monthly/annual vesting supports retention but creates ongoing potential selling windows; historical option exercises indicate realized liquidity; monitor 10b5‑1 activity and vesting cadence for supply overhang .
- Change‑in‑control economics: Double‑trigger structure is shareholder‑friendly relative to single‑trigger, but absolute CIC value (>$32.9m using 12/31/2024 price) is significant; equity acceleration of time‑based awards could be dilutive in a transaction .
- Governance: Separate Chair/CEO and fully independent key committees mitigate dual‑role risks of CEO‑director; strong say‑on‑pay support reduces near‑term governance pressure .