Maximo Nougues
About Maximo Nougues
Maximo F. Nougues (age 56) has served as Chief Financial Officer of Puma Biotechnology since November 2018. He previously held senior finance leadership roles at Getinge AB (Regional CFO North America; Regional CFO Americas; Regional VP Finance) overseeing businesses with ~$1B in regional annual revenue, and earlier finance roles at Boston Scientific’s cardiac surgery division and The Clorox Company (1998–2007). He holds an M.S. in business administration from Universidad del Norte Santo Tomas de Aquino (Argentina) and an MBA from the University of San Francisco (McLaren School of Business) . In 2024, Puma’s company-selected revenue measure was $230.5 million and net income was $30.3 million, while cumulative TSR (value of $100 initial investment) measured $35; corporate bonus metrics achieved 159.7% weighted attainment, with Nougues’ blended payout at 137.35% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Getinge AB | Regional CFO North America; Regional CFO Americas; Regional VP Finance | 2008–2018 | Oversight of regional revenues of approximately $1B annually |
| MAQUET North America (acquired by Getinge) | Chief Financial Officer | Not disclosed | Finance leadership within acquired unit |
| Boston Scientific (cardiac surgery division) | Finance roles | Not disclosed | Division subsequently acquired by Getinge in 2008 |
| The Clorox Company | Finance roles | 1998–2007 | Corporate finance experience |
Fixed Compensation
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Base Salary ($) | 515,521 | 538,719 | 562,961 |
| Target Bonus (% of Base) | 40% | 40% | Not disclosed |
| Actual Cash Bonus/Short-term Incentive ($) | 181,979 | 295,972 | Not disclosed |
| Summary Compensation Total ($) | 1,231,826 | 1,404,978 | Not disclosed |
| 2024 Equity Grant Structure | RSUs (#) | Options (#) | Grant-Date Fair Value RSUs ($) | Grant-Date Fair Value Options ($) |
|---|---|---|---|---|
| Annual equity (50/50 mix) | 43,307 | 59,946 | 275,433 | 275,392 |
| Equity Value Framework | 2023 Aggregate Value ($) | 2024 Aggregate Value ($) | Notes |
|---|---|---|---|
| Approved aggregate annual equity value | 533,800 | 440,000 | 2024 grant-date fair values exceeded targeted dollar values due to higher grant-day stock price ($6.36) |
Performance Compensation
| Metric (Corporate Portion) | Weighting | Threshold | Target | Maximum | Actual | Attainment Factor (after weighting) |
|---|---|---|---|---|---|---|
| Total Revenue | 40% | $209.4M | $222.5M | $235.6M | $230.5M | 64.5% payout |
| Cash Management | 30% | $(13.1)M | $(6.6)M | $0 | $5M | 60.0% payout |
| Alisertib Study 4201 Enrollment | 15% | ≤20 | ≥40 | ≥40 by Oct 31, 2024 | 27 | 5.3% payout |
| Alisertib Study 1201 Enrollment | 15% | 0 | 1 by Dec 31, 2024 | ≥5 by Dec 31, 2024 | 5 | 30.0% payout |
| Corporate Portion Weighted Attainment | — | — | — | — | — | 159.7% |
| Individual Performance Portion (Nougues) | Weighting | Committee Assessment | Notes |
|---|---|---|---|
| Individual performance | 50% of bonus | 115% of target | Considered operating expense management, net income improvement, and NERLYNX commercial execution; offset by revenue decline |
| 2024 Payout Summary (Nougues) | Payout (% of Target Bonus Opportunity) | Cash Award ($) |
|---|---|---|
| Blended corporate + individual | 137.35% | 295,972 |
Vesting terms: 2024 RSUs and options vest 25% on each of July 1, 2024; January 1, 2025; July 1, 2025; January 1, 2026, subject to continued service . Shares acquired on RSU vesting during 2024: 64,933; value realized: $261,664 .
Equity Ownership & Alignment
| Beneficial Ownership (as of April 21, 2025) | Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Maximo F. Nougues | 514,613 | 1.0% | 130,641 shares held; options exercisable within 60 days: 383,972 |
| Shares Outstanding (reference) | 49,630,717 | — | — |
| Outstanding Equity Awards (12/31/2024) | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|
| Grant cohort | 61,049 | 20,350 | 4.39 | 2/10/2033 | 14,651 | 44,686 |
| Grant cohort | 14,986 | 44,960 | 6.36 | 2/12/2034 | 32,481 | 99,067 |
| Legacy grants (fully vested/exercisable) | 90,000 | — | 23.37 | 11/11/2028 | — | — |
| Legacy grants (fully vested/exercisable) | 15,567 | — | 12.34 | 2/11/2030 | — | — |
| Legacy grants (fully vested/exercisable) | 78,209 | — | 12.02 | 2/17/2031 | — | — |
| Legacy grants (exercise price $2.33) | 88,824 | — | 2.33 | 3/3/2032 | — | — |
- Options in-the-money at year-end: Company disclosed that at 12/31/2024 all NEO options were underwater except the March 3, 2022 grants at $2.33 (closing price $3.05), implying Nougues’ $2.33 options were in-the-money; all other option strikes exceeded market price .
- Ownership guidelines: Executives must hold 1x base salary in company stock; Nougues met the requirement as of 12/31/2024 .
- Hedging/pledging: Prohibited by Insider Trading Compliance Policy (no pledging, margin purchases, short sales, or derivatives) .
Employment Terms
| Provision | Nougues Terms | Notes |
|---|---|---|
| Employment letter status | At-will; initial base salary and target bonus %; initial option vest over 3 years; eligibility for benefits | Non-solicitation provision and proprietary information/inventions agreement |
| Severance (no change-in-control) | 12 months base salary ($538,719) and up to 12 months health benefits ($33,477) | Paid in installments per company payroll policies; release required |
| Severance (with change-in-control) | Same cash/benefits as above plus full acceleration of unvested equity at termination date; estimated accelerated equity value $143,753; total $715,948 | Double-trigger: requires qualifying termination in connection with change in control; no single-trigger cash/equity |
| Definitions | Cause/Good Reason/Change in Control defined in employment letters | Standard market definitions with detail |
| Equity plan CoC treatment | If successor does not assume/substitute awards, then awards immediately vest or become exercisable prior to CoC | Plan-level acceleration safeguard |
| Clawback | Recovery of erroneously paid incentive compensation to Section 16 officers after 10/2/2023 upon restatement; applies to time- and performance-vesting equity and other incentives | SEC/NASDAQ compliant |
| Pensions/Deferred comp | No retirement or nonqualified deferred comp plans; 401(k) available | — |
Compensation Structure and Pay-for-Performance Signals
| Element | 2024 Details | Implications |
|---|---|---|
| Cash vs Equity mix | Salary $538,719; cash incentive $295,972; RSUs $275,433; options $275,392 | Balanced cash/equity; semiannual vesting improves retention but creates periodic supply |
| Equity award cadence/vesting | Annual grants; 50/50 RSU/options; 2-year vesting in 6-month increments (Jul/Jan schedule) | Predictable vesting dates; RSU realizations in 2024: 64,933 shares; $261,664 |
| Performance metric calibration | Corporate metrics: revenue, cash management, clinical enrollments with threshold/target/max and linear interpolation | Emphasis on cash discipline (200% attainment) despite revenue headwinds |
| Peer benchmarking | Long-term equity values targeted at ~50th percentile; varies year to year based on Company performance and peer medians | Committee uses Compensia; responsive to market and internal performance |
| Say-on-pay | 96% approval at 2024 meeting; annual vote cadence | Strong shareholder support reduces near-term program change risk |
| Repricing policy | Prohibited without shareholder approval | Governance-friendly |
| Hedging/pledging | Prohibited | Alignment preserved; reduced financing risk against pledged shares |
Equity Ownership & Alignment Details
| Item | Data |
|---|---|
| Beneficial ownership and % | 514,613 shares; 1.0% of outstanding |
| Vested vs unvested (select) | Unvested RSUs: 14,651 and 32,481 tranches; MV $44,686 and $99,067 |
| Options (exercisable/unexercisable) | 61,049/20,350 @ $4.39 (2033); 14,986/44,960 @ $6.36 (2034); legacy fully vested grants at $23.37, $12.34, $12.02, $2.33 |
| In-the-money status | Only $2.33 grants were ITM at 12/31/2024 given $3.05 close; others underwater |
| Ownership guidelines compliance | Meets 1x salary guideline as of 12/31/2024 |
| Pledging/hedging | Prohibited |
Performance & Track Record
- 2024 corporate bonus metrics achieved: revenue attainment 161.2%, cash management 200%, clinical 4201 enrollment 35%, clinical 1201 enrollment 200%; overall corporate weighted attainment 159.7% .
- Net income improved materially in 2024 (to $30.3M) despite lower company-selected revenue ($230.5M vs $235.6M target), underscoring CFO-led operating and cash discipline; TSR remained challenged (value of $100 investment at $35) .
Compensation Peer Group and Committee
- Peer construction emphasizes biotech with therapeutic focus, revenue range $0–$297M (Puma at $244M), market cap $27–$399M (Puma ~$146M), and U.S. HQ .
- Compensation Committee members: Brian Stuglik (Chair), Michael P. Miller, Jay M. Moyes; independent advisor engaged; compensation risk deemed acceptable in 2024 .
Investment Implications
- Alignment: Ownership guideline met; hedging/pledging prohibited; equity awards predominantly time-based RSUs/options with short vesting cadence, which supports retention but creates predictable semiannual supply around July 1 and January 1 .
- Selling Pressure: RSU vesting drove 64,933 shares acquired in 2024; most options underwater at year-end except $2.33 strike, limiting option-exercise driven supply; monitor Form 4s around vest dates and tax-withholding events .
- Retention/Change-in-Control: Double-trigger severance (12 months base + benefits; equity acceleration upon CoC termination) with quantified potential payments ($572k no CoC; $716k with CoC as of 12/31/2024), reducing transition risk in strategic scenarios .
- Performance Signals: Strong cash management attainment (200%) and net income improvement in 2024 indicate disciplined financial execution; revenue headwinds persisted, which affected overall TSR—watch 2025 corporate metric calibration for revenue and clinical milestones to gauge bonus leverage and near-term equity grant sizing .