Matthew Shair
About Matthew Shair
Matthew Shair, Ph.D., 56, is Nuvalent’s scientific founder and Head Scientific Advisor and has served on the board since February 2017; he is a Class II director with a term expiring at the 2026 annual meeting. He is a Professor of Chemistry and Chemical Biology at Harvard University (since 1997), an associate of the Broad Institute, and an affiliate of the Harvard Stem Cell Institute. He is not considered an independent director due to consulting fees >$120,000 received within a 12‑month period in the past three years. Education: B.A. University of Rochester, M.S. Yale University, Ph.D. Columbia University; postdoctoral fellowship at Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuvalent, Inc. | Scientific Founder; Head Scientific Advisor; Director | Director since Feb 2017; advisor ongoing | Founder of core programs; board service |
| Harvard University | Professor, Chemistry & Chemical Biology | Since June 1997 | Research leadership; training scientists |
| Broad Institute | Associate | Not disclosed | Cross-institutional scientific collaboration |
| Harvard Stem Cell Institute | Affiliate | Not disclosed | Scientific network and translational focus |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Infinity Pharmaceuticals | Scientific founder | Not disclosed | Industry experience; program creation |
| Makoto Life Sciences | Scientific founder | Not disclosed | Private small molecule target identification |
| Chemiderm Inc. | Scientific founder | Not disclosed | Private pharmaceutical company |
| ARIAD; Enanta; Bristol‑Myers Squibb; Novartis | Advisor | Not disclosed | Advisory roles to biopharma companies |
Board Governance
- Board class/term: Class II; term expires 2026 .
- Independence: Not independent due to consulting fees >$120,000 received in a 12‑month period within the last 3 years (Rule 10C‑1 factors considered) .
- Committee assignments: Not listed as a member or chair of Audit, Compensation, or Nominating & Corporate Governance; these committees are entirely independent directors .
- Attendance: Board met 6 times in 2024; each director attended ≥75% of board and committee meetings; 2024 annual meeting attendance was 100% .
- Board leadership: Separate Chair (Anna Protopapas) and CEO (James R. Porter), supporting independent oversight .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Cash fees (board/committee) | $41,530 |
| Consulting fees (scientific advisory) | $200,000 (at $16,667/month) |
| Total fixed cash | $241,530 |
Non‑employee director cash fee schedule (effective March 2024): Board member $42,000; Chair premium $31,000; Audit member $10,000 / Chair $20,000; Compensation member $7,500 / Chair $15,000; Nominating member $5,000 / Chair $10,000 . Prior schedule (2023) was lower: Board $40,000; Audit $7,500/$15,000; Comp $5,000/$10,000; Nominating $4,000/$8,000 .
Performance Compensation
| Equity Component (2024) | Detail |
|---|---|
| Stock awards (RSUs) – grant date fair value | $199,995 |
| Option awards – grant date fair value | $199,986 |
| RSU grant date/fair value per share | June 12, 2024; $80.03 per share (for all directors other than Bogle) |
| RSUs outstanding (as of 12/31/2024) | 2,499 shares |
| Options outstanding (as of 12/31/2024) | 81,789 shares |
| Options exercisable within 60 days (3/31/2025) | 78,000 shares |
Policy highlights for director equity (amended March 2024): Initial awards for newly elected directors total $600,000 split ~50/50 between options and RSUs; Initial options vest monthly over 3 years; Initial RSUs vest annually over 3 years (caps: ≤14,850 options, ≤7,425 RSUs) . Pre‑2024 policy provided initial 40,000‑share options and 20,000‑share annual options; outstanding initial/annual grants under that policy accelerate upon a “Sale Event” per the 2021 Plan .
No director‑specific performance metrics (TSR, revenue, EBITDA, ESG) are disclosed for equity awards; awards are time‑based .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Shair |
| Committee roles at other public companies | Not disclosed |
| Interlocks/shared directorships | Compensation committee interlocks: none among current members; Shair is not on the compensation committee |
Expertise & Qualifications
- Deep chemistry/chemical biology expertise; multiple complex molecule syntheses; scientific founder across multiple biotechs; awards include Cope Scholar and Sackler Prize .
- Advisory experience across large biopharma (BMS, Novartis) and oncology innovators (ARIAD, Enanta), providing broad industry perspective .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (Class A) | 1,719,220 shares |
| Percentage of Class A outstanding | 2.59% (out of 66,325,053 shares as of 3/31/2025) |
| Shares held via trust | 216,522 shares (Matthew D. Shair 2021 Irrevocable Family Trust; Shair has voting/dispositive power) |
| Options currently exercisable or within 60 days | 78,000 shares |
| Total director/executive group | 7,158,079 shares (10.20%) |
No disclosure of pledging or hedging of company stock for Shair; no director stock ownership guidelines are disclosed in the proxy .
Governance Assessment
- Independence and conflicts: RED FLAG – Shair is not independent per Nasdaq rules due to consulting fees >$120,000; he receives a monthly consulting retainer and had $200,000 in consulting income in 2024, creating potential conflicts with management oversight .
- Related‑party exposure: RED FLAG – Revenue Sharing Agreement entitles Shair to a fixed low single‑digit percentage of net sales from products containing zidesamtinib (ROS1) or neladalkib (ALK), creating a direct personal financial linkage to specific program commercialization outcomes; audit committee must review related‑party transactions under policy .
- Committee service: Positive mitigation – He does not sit on independent committees (Audit, Compensation, Nominating), consistent with independence requirements, which reduces direct influence over audit/comp decisions .
- Attendance/engagement: Positive – Board met six times in 2024; all directors, including Shair, attended ≥75% of meetings, and all attended the 2024 annual meeting, indicating acceptable engagement .
- Ownership alignment: Positive – Material equity stake (2.59% of Class A) and options/RSUs suggest alignment; trust holdings remain under Shair’s voting/dispositive control .
- Compensation structure: Mixed – Time‑based director equity (RSUs/options) aligns with shareholder outcomes; increased director cash fees in 2024 reflect market adjustments. Consulting payments and program‑linked revenue sharing elevate conflict risk and investor scrutiny .
- Board structure: Positive – Separation of Chair and CEO enhances oversight; reduction of board size planned post‑2025 annual meeting may improve effectiveness, though unrelated to Shair’s role .
Key Data Tables
Director Compensation (2024)
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Matthew Shair, Ph.D. | 41,530 | 199,995 | 199,986 | 200,000 | 641,511 |
Equity Detail (as of stated dates)
| Item | Value |
|---|---|
| RSUs outstanding (12/31/2024) | 2,499 shares |
| RSU grant date/per‑share fair value | June 12, 2024; $80.03 per share |
| Options outstanding (12/31/2024) | 81,789 shares |
| Options exercisable within 60 days (3/31/2025) | 78,000 shares |
| Beneficial ownership | 1,719,220 shares; 2.59% of Class A |
| Trust holdings | 216,522 shares; Shair controls voting/disposition |
Committee Composition (2024)
| Committee | Members | Chair |
|---|---|---|
| Audit | Gilliland; Hack; Srivastava | Srivastava |
| Compensation | Conley; Protopapas; Wheeler | Conley |
| Nominating & Corporate Governance | Meyers; Pearlberg; Protopapas | Meyers |
Shair is not listed on any standing committee; committees comprised of independent directors .
Board Meetings & Attendance (2024)
| Metric | Value |
|---|---|
| Board meetings held | 6 |
| Director attendance | Each director ≥75% of board/committee meetings |
| Annual meeting attendance | All directors attended |
Related‑Party Agreements
| Agreement | Counterparty | Terms |
|---|---|---|
| Revenue Sharing (scientific founder) | Matthew Shair, Ph.D. | Fixed low single‑digit % of net sales for products with ROS1 (zidesamtinib) or ALK (neladalkib); duration through later of 12 years from first sale or last‑to‑expire patent; no payments to date; no upfront/milestones |
| Consulting Agreement | Matthew Shair, Ph.D. | $16,667/month for scientific advisory services unrelated to board service; $200,000 paid in 2024 |
RED FLAGS
- Not independent; consulting fees exceed Nasdaq thresholds .
- Program‑linked personal revenue sharing tied to net sales of Nuvalent products (ROS1/ALK) .
- Dual role (Head Scientific Advisor + director) increases potential for management influence and conflicts .
Overall Implications for Investors
- Alignment via meaningful ownership and scientific expertise is counterweighted by clear conflict vectors (consulting retainer and program‑specific revenue sharing). Expect governance scrutiny on recusals, related‑party review rigor, and committee independence enforcement to maintain investor confidence. Nuvalent’s related‑party policy and independent committee composition are important mitigants; monitor disclosures for any payments under the revenue sharing agreement and continued consulting arrangements .