🧾 What This Document Is

This is Nuvation Bio’s DEF 14A Proxy Statement, a formal invitation and explanation for its 2026 Annual Meeting of Stockholders. It outlines proposals for shareholder votes, details on director nominees, executive compensation, and governance practices. Shareholders vote to approve key company decisions without attending the live virtual meeting.

📅 Meeting Essentials

Date & Time: May 21, 2026, at 11:00 a.m. EDT
Format: Virtual only (live webcast at www.virtualshareholdermeeting.com/NUVB2026)
Record Date: March 25, 2026 (Shareholders on this date can vote).
Shares Outstanding:
- Class A Common Stock: 346,685,831 shares
- Class B Common Stock: 1,000,000 shares

🗳️ What You’re Voting On (3 Proposals)

Elect 3 Directors:
- Nominees: Robert B. Bazemore, Jr. (Lead Independent Director), Kim Blickenstaff (Class B Director), Robert Mashal, M.D.
- Term: Until 2029 Annual Meeting.
- Voting:
  - Bazemore & Mashal elected by Class A + Class B together.
  - Blickenstaff elected by Class B only.
- Board Recommendation: FOR all nominees.
Ratify KPMG LLP as Auditor:
- For the fiscal year ending Dec 31, 2026.
- Board Recommendation: FOR.
Advisory Vote on Executive Compensation ("Say-on-Pay"):
- Approve the pay of named executive officers.
- Board Recommendation: FOR.

👉 Key Detail: Directors are elected by plurality (most "For" votes win). Proposals 2 & 3 require a majority of shares voting "For" or "Against."

👥 Who’s Running the Show (Director Nominees)

Robert B. Bazemore, Jr. (58): Ex-CEO of Epizyme, ex-President of Janssen Biotech (J&J). Brings deep pharma commercial/leadership experience.
Kim Blickenstaff (73): Ex-CEO of Tandem Diabetes Care & Biosite. Expertise in medical devices/entrepreneurship. (Elected by Class B Stock)
Robert Mashal, M.D. (67): Ex-Global Strategy Head at Sanofi (Immunology/Oncology), ex-CEO of biotech startups. Brings strategic R&D/medical expertise.
👉 Why it matters: The board combines commercial launch experience (Bazemore), device leadership (Blickenstaff), and pharma strategy (Mashal).

⚙️ How the Vote Works (Key Mechanics)

Quorum Needed: Majority of voting power present (≈173.8M shares of Class A+B for most votes; 500,001 Class B shares for Blickenstaff's seat).
Broker Non-Votes: Brokers can’t vote for directors (Proposal 1) or executive pay (Proposal 3) without your instructions. They can vote on auditor ratification (Proposal 2).
Voting Methods: Online (before/during meeting), by phone (1-800-690-6903), or mail (proxy card). Deadline for pre-meeting votes: May 20, 2026, 11:59 p.m. EDT.
Revocation: You can change your vote anytime before the final tally at the meeting.

🏛️ Governance & Structure

Board Independence: 6 of 7 directors (all except CEO David Hung) are independent per NYSE standards.
Leadership: CEO David Hung is Board Chair. Robert Bazemore is Lead Independent Director.
Key Committees:
- Audit: Chaired by Kathryn Falberg (CFO expert). Oversees KPMG, financials, cybersecurity.
- Compensation: Chaired by Anthony Vernon. Sets exec pay, uses external consultant (FW Cook).
- Nominating/Governance: Chaired by Bazemore. Recruits directors, oversees policies.
Risk Oversight: Board + committees monitor strategic, financial, compliance, and cybersecurity risks.

💰 Director Pay (2025 Policy)

Non-employee directors (except Dr. Cui) receive:

Annual Retainer: $45,000
Lead Independent Director: +$30,000
Committee Fees (Annual):
- Audit Chair: $20,000 | Member: $10,000
- Comp Chair: $15,000 | Member: $7,500
- Nominating Chair: $10,000 | Member: $5,000
  👉 Pay is mostly cash, no equity awards disclosed in this section.

🔍 Key Policies Highlighted

Insider Trading: Strict policy bans hedging, short sales, pledging company stock for all directors/employees.
Anti-Corruption: Code of Ethics applies globally.
Stockholder Proposals: For 2027 meeting, deadlines range from Dec 11, 2026 (inclusion) to Feb 20, 2027 (other nominations).

🧠 The Analogy

Think of this meeting like a corporate annual check-up. Shareholders (the owners) are being asked to:

Re-approve their trusted doctors (the director nominees).
Confirm the lab they use (KPMG auditors) is still reliable.
Give a thumbs-up on how well the lead surgeon (CEO) is being compensated for the complex work.

🧩 Final Takeaway

Nuvation Bio’s 2026 meeting focuses on continuity and oversight: re-electing a qualified board, retaining its auditor, and endorsing executive pay. The dual-class stock structure gives Class B holders exclusive power to elect one director (Blickenstaff). Shareholders should review director backgrounds and governance policies before voting FOR all proposals as recommended.

NUVB Sets 2026 Annual Vote on Three Director Nominees