Joseph Pearlberg
About Joseph Pearlberg
Joseph Pearlberg, M.D., Ph.D., age 61, is an independent director of Nuvalent, Inc. (NUVL) serving since January 2021; he is Vice President of Scientific Affairs in the Biotherapeutics group at Deerfield Management Company, L.P. (since July 2017) and holds degrees from the University of Pennsylvania (B.A.), Harvard University (Ph.D., molecular biology), and UCSF (M.D.), with clinical training at Massachusetts General Hospital and Dana-Farber Cancer Institute . He is classified by the Board as independent under Nasdaq and SEC rules; he is a Class II director with a term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deerfield Management Company, L.P. | Vice President, Scientific Affairs (Biotherapeutics) | Jul 2017–Present | Strategic biotech investing and therapeutic development oversight |
| Infinity Pharmaceuticals, Inc. | Vice President, Clinical Development | Jun 2016–Jul 2017 | Led oncology clinical development |
| Infinity Pharmaceuticals, Inc. | Senior Medical Director | Dec 2014–Jun 2016 | Oncology program leadership |
| Sanofi S.A. (Oncology Unit) | Medical Director | Not disclosed (prior to Infinity roles) | Oncology development |
| Harvard Medical School | Lecturer, Biological Chemistry & Molecular Pharmacology | Not disclosed | Academic instruction |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Deerfield Management Company, L.P. | Vice President, Scientific Affairs | Jul 2017–Present | Deerfield is a significant NUVL holder via affiliated funds and has commercial revenue-sharing with NUVL (see Interlocks) |
Board Governance
- Committee assignments: Nominating & Corporate Governance Committee (member); Chair is Michael L. Meyers, M.D., Ph.D. .
- Independence: Board determined Pearlberg is independent under Nasdaq Rule 5605 and SEC Rules 10A-3/10C-1 (non-employee, no disqualifying compensation relationships) .
- Attendance and engagement: Board met six times in 2024; each director attended ≥75% of board and committee meetings. All directors attended the 2024 annual meeting .
- Executive sessions: Non-management directors meet at regularly scheduled executive sessions; independent directors meet in executive session at least annually .
- Years of service: Director since January 2021; Class II term ends at 2026 annual meeting .
Fixed Compensation
| Item | Policy Amount (Cash) | 2024 Actual for Pearlberg (Cash) |
|---|---|---|
| Board annual retainer (member) | $42,000 | $46,295 (includes board and committee fees, prorated) |
| Nominating & Governance Committee member | $5,000 | Included in total fees |
| Committee chair fees | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000 (not applicable) | Not applicable (not a chair) |
Notes:
- Fees are payable quarterly in arrears and prorated by days served; policy amended March 2024 .
- 2023 policy had lower cash retainers (e.g., board $40,000; nominating member $4,000) prior to 2024 increase .
Performance Compensation
| Component | Grant Date | Grant Size / Count | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU award (director) | Jun 12, 2024 | 2,499 RSUs outstanding as of 12/31/24 | $199,995; per-share grant date price $80.03 | Vests in full on earlier of 1-year anniversary or next annual meeting; service-based |
| Annual Stock Option award (director) | 2024 annual grant | 81,789 options outstanding as of 12/31/24 | $199,986 (ASC 718) | Vests in full on earlier of 1-year anniversary or next annual meeting; service-based |
| Initial director equity award (policy) | Upon initial election | Option + RSU; total “Value” $600,000 (50%/50% split); caps: ≤14,850 option shares, ≤7,425 RSU shares | ASC 718 “Value” | Options monthly over 3 years; RSUs annual over 3 years; service-based |
Notes:
- No director performance metrics (TSR, revenue, ESG) apply; grants are time-based per policy .
- All outstanding director Initial/Annual Awards fully vest upon specified sale events; no single-trigger cash; no tax gross-ups; clawback and anti-hedging policies apply (see Governance Assessment) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed for Pearlberg |
| Shared affiliations on NUVL board | Cameron A. Wheeler, Ph.D., a Partner at Deerfield, is also a NUVL director |
| Significant shareholder interlock | Affiliates of Deerfield beneficially own 23,582,278 Class A shares (27.30%); Deerfield also holds non-voting Class B shares; Deerfield’s beneficial ownership includes 156,000 Class A shares issuable upon exercise of options held by Wheeler and Pearlberg for Deerfield’s benefit, to the extent exercisable within 60 days after March 31, 2025 |
| Related party agreement | Amended and Restated Revenue Sharing Agreement with Deerfield Healthcare Innovations Fund, L.P. and Deerfield Private Design Fund IV, L.P.: low single-digit % of net sales for certain products discovered/identified/generated during a defined 2017–IPO window; payable through later of 12 years from first commercial sale or last patent expiry; no payments to date |
| Oversight of related party transactions | Audit Committee reviews and approves all related party transactions per written policy |
Expertise & Qualifications
- Oncology drug development leadership at Infinity and Sanofi; academic lecturing at Harvard Medical School; deep molecular biology training (Ph.D. Harvard) and clinical training at leading cancer centers (MGH, Dana-Farber) .
- Brings venture-backed biotherapeutics perspective via Deerfield, relevant to pipeline and commercialization strategy .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (Class A) | — shares; —% | Listed as “—”; Deerfield counts options held by Pearlberg for Deerfield’s benefit in Deerfield’s Schedule 13G/A and beneficial ownership |
| RSUs outstanding (as of 12/31/24) | 2,499 units | Annual RSUs vest at earlier of 1-year or next annual meeting; not within 60 days of 3/31/25 for beneficial ownership |
| Options outstanding (as of 12/31/24) | 81,789 options | Director option awards time-based; portion exercisable may be deemed for Deerfield’s benefit per 13G/A |
| Hedging/Pledging | Prohibited by Insider Trading Policy; no hedging or pledging of company securities |
Governance Assessment
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Strengths: Independent director with substantial oncology and scientific credentials; member of Nominating & Corporate Governance Committee; Board and committee attendance at or above required thresholds; robust governance framework (independent committees, executive sessions, clawback, anti-hedging, indemnification) and strong 2024 say‑on‑pay support (97.6%) indicating investor confidence .
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Oversight: Audit Committee explicitly reviews related person transactions; non-management directors meet in executive session regularly; separated Chair/CEO roles .
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RED FLAGS:
- Dual affiliation with Deerfield: Deerfield is a significant shareholder (27.30%), has a revenue-sharing agreement on future product net sales, and counts options held by Pearlberg for Deerfield’s benefit—this creates potential conflicts in strategic, commercialization, and transaction decisions; continued vigilant audit committee oversight and recusal practices are warranted .
- Multiple Deerfield representatives on the board (Pearlberg and Wheeler) combined with Deerfield’s economic rights can concentrate influence; independence determinations mitigate but do not eliminate perceived conflict risk .
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Compensation Mix and Alignment (director): 2024 policy shifted from options-only to a mix of RSUs and options, increasing guaranteed time-based equity versus at-risk options; cash retainers modestly increased. This can improve retention but slightly lowers performance sensitivity for directors; sale-event vesting acceleration applies to director awards .
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Shareholder safeguards: Related party transaction policy with audit committee approval; anti-hedging/anti-pledging; clawback compliant with Nasdaq standards; indemnification and primary obligations vis-à-vis affiliates documented .