Michael Meyers
About Michael L. Meyers
Michael L. Meyers, M.D., Ph.D., is an independent Class II director of Nuvalent, Inc., serving since October 2022. He is 75 years old and currently serves as Chief Medical Officer at Flare Therapeutics Inc. (since March 2023). Dr. Meyers holds an M.D. and Ph.D. in Microbiology & Immunology from Albert Einstein College of Medicine (Alpha Omega Alpha), completed his internal medicine residency at Columbia Presbyterian Medical Center, and was Chief Fellow in Medical Oncology at Memorial Sloan Kettering Cancer Center. Nuvalent’s Board determined in March 2025 that he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuvalent, Inc. | Senior Clinical Advisor (prior to board) | 2020–Oct 2022 | Advised on clinical development prior to joining Board |
| Syndax Pharmaceuticals, Inc. | SVP, Chief Development Officer & Chief Medical Officer | 2015–Mar 2022 | Led development across multiple oncology indications |
| Johnson & Johnson | VP GU Oncology; VP Oncology Scientific Innovation (London Innovation Centre) | Prior to 2015 | Senior R&D leadership roles |
| Aventis Pharmaceuticals, Inc. | Led U.S. Oncology Medical Affairs | Prior to 2015 | Medical affairs leadership |
| Schering-Plough Research Institute | Oncology clinical development | Prior to 2015 | Clinical development |
| Memorial Sloan Kettering Cancer Center | Faculty (Clinical Immunology & melanoma) | Prior to industry roles | Academic clinical leadership |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Flare Therapeutics Inc. | Chief Medical Officer | Mar 2023 | Current operating role |
Board Governance
- Committee assignments: Chair, Nominating & Corporate Governance Committee (members: Meyers (Chair), Joseph Pearlberg, Anna Protopapas). Committee met four times in 2024.
- Independence: Board determined in March 2025 that all directors except the CEO (Porter) and Dr. Shair are independent; Dr. Meyers is independent under Nasdaq and Exchange Act criteria.
- Board attendance: The Board met six times in 2024; each director attended ≥75% of Board and committee meetings on which he/she served.
- Executive sessions: Governance guidelines provide for regular non-management executive sessions and at least annual sessions of independent directors.
- Board structure: Independent Chair (Anna Protopapas) separate from CEO.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees earned | $51,060 | Fees for Board/committee service in 2024 |
| Policy: Board member annual retainer | $42,000 | Effective March 2024 policy update |
| Policy: Nominating & Corporate Governance Chair retainer | $10,000 | Effective March 2024 |
- Expense reimbursement: Reasonable out-of-pocket expenses are reimbursed.
Performance Compensation (Director Equity)
| Equity Element | 2024 Value (Grant-Date FV) | Key Terms |
|---|---|---|
| RSU Award | $199,995 | Annual RSU; annual grants vest in full on first anniversary or next annual meeting, whichever is earlier |
| Stock Option Award | $199,986 | Annual option; same vesting convention as RSU for annual awards; exercise price set at grant-date close (value disclosed; specific strike not itemized in proxy) |
Additional equity context:
- As of Dec 31, 2024, Dr. Meyers held 2,499 RSUs outstanding and 67,150 stock options outstanding.
- New policy (Mar 2024): Director Annual Award Value is $400,000, split ~50/50 between options and RSUs; annual awards vest in full on first anniversary or next annual meeting; initial director awards (for newly elected directors) total $600,000 Value, with options vesting monthly over 3 years and RSUs vesting annually over 3 years.
- Change-of-control: Outstanding initial and annual director awards become fully vested upon certain sale events specified in the policy.
Note: Director compensation is not conditioned on performance metrics; equity vests on time-based schedules under the policy.
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed for public companies | — | — | No public company directorships disclosed for Dr. Meyers in the proxy biography. |
- Related-party/transactions: The proxy discloses related-party arrangements (e.g., Deerfield revenue-sharing and agreement with founder Dr. Shair) but does not disclose any related-party transactions involving Dr. Meyers.
- Prior relationship: Dr. Meyers was a paid Senior Clinical Advisor to Nuvalent (2020–Oct 2022) before joining the Board; despite this, the Board determined in March 2025 that he is independent under Nasdaq standards.
Expertise & Qualifications
- Oncology clinical development executive; prior CMO/CDO roles overseeing multiple molecules across breast cancer, immuno-oncology, leukemias, and chronic GVHD.
- Senior R&D leadership at Johnson & Johnson; medical affairs leadership at Aventis; clinical development at Schering-Plough.
- Academic credentials: M.D./Ph.D. (Albert Einstein College of Medicine, AOA); residency at Columbia Presbyterian; Chief Fellow in Medical Oncology at MSKCC.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 57,805 shares | <1% of outstanding; as of Mar 31, 2025; includes shares acquirable within 60 days |
| Options outstanding | 67,150 options | As of Dec 31, 2024 (not all necessarily exercisable within 60 days at 3/31/25) |
| RSUs outstanding | 2,499 RSUs | As of Dec 31, 2024 |
| Shares pledged as collateral | None disclosed | Anti-hedging policy prohibits short sales and hedging/derivatives; pledging is prohibited under the policy language on hedging/pledging. |
| Director ownership guidelines | Not disclosed | No director-specific ownership guidelines disclosed in proxy |
Governance Assessment
-
Strengths
- Independence and committee leadership: Independent director chairing Nominating & Corporate Governance—positions him to influence board composition and oversight practices.
- Engagement: Board met six times; each director attended ≥75% of meetings; NCG met four times.
- Pay structure: Director pay balanced between cash and equity, with explicit policy detail; equity vests on standard schedules; COI protections via fully independent committee membership and related-party review by Audit Committee.
- Risk controls: Anti-hedging/pledging policy; clawback policy for executives; regular executive sessions.
-
Potential watch items
- Prior advisory relationship (2020–Oct 2022) preceding Board service; Board nonetheless determined independence in Mar 2025—continue to monitor any future consulting or related-party ties.
- Concurrent CMO role at Flare Therapeutics—no conflicts disclosed, but investors may watch for any future competitive overlaps or transactions requiring recusal.
- Board composition shift: With Dr. Gilliland’s resignation and Dr. Hack not standing for reelection in 2025, the Board intends to reduce from 11 to 9 directors—monitor committee workloads and expertise coverage.
-
Shareholder sentiment
- Say-on-pay support at 2024 annual meeting: ~97.6% approval, indicating strong investor confidence in compensation governance (contextual to overall governance environment).
Director Compensation (Detail)
| Component | 2024 | Source |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $51,060 | |
| Stock Awards ($) | $199,995 | |
| Option Awards ($) | $199,986 | |
| Total ($) | $451,041 |
Vesting conventions for director equity (policy):
- Initial director award: $600,000 Value, 50% options/50% RSUs; options vest monthly over 3 years; RSUs vest annually over 3 years.
- Annual director award: $400,000 Value, 50% options/50% RSUs; both vest in full on first anniversary or next annual meeting.
- Acceleration upon certain sale events: Initial and annual awards fully vest.
Related-Party Exposure and Conflicts
- No related-party transactions involving Dr. Meyers disclosed in the 2025 proxy; Audit Committee reviews and must approve any such transactions.
- Company-wide policies: written code of conduct, related-party transaction policy, anti-hedging/pledging, and executive clawback policy.
Attendance & Engagement
| Metric | 2024 | Notes |
|---|---|---|
| Board meetings held | 6 | All directors ≥75% attendance |
| Nominating & Corporate Governance Committee meetings | 4 | Dr. Meyers as Chair |
RED FLAGS
- None identified specific to Dr. Meyers in the proxy (no related-party transactions, no hedging/pledging, independence affirmed). Continue to monitor for potential conflicts from external operating role and any future related-party disclosures.