NUVATION BIO INC CLASS A (NUVB)
Sector: Health Care
2026 Annual Meeting Analysis
NUVATION BIO INC CLASS A · Meeting: May 21, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Bazemore has served since July 2020 and has extensive biopharmaceutical leadership experience; NUVB's 3-year price return of +149.7% outpaces the XBI (SPDR S&P Biotech ETF) by +79.2 percentage points, which exceeds the 65-point threshold required to trigger a negative vote under the strong-positive-TSR tier, so no TSR concern applies, and no overboarding, attendance, independence, or other policy flags are present.
Blickenstaff has served since August 2019, brings deep healthcare board and CEO experience, and the company's strong outperformance versus XBI (SPDR S&P Biotech ETF) — +79.2 percentage points above XBI over three years — does not meet the threshold needed to trigger a negative vote; no overboarding, attendance, or independence issues are noted.
Mashal joined the board in January 2024, placing him within the 24-month new-director exemption window, so the TSR trigger does not apply to him; he brings relevant biopharmaceutical strategy and oncology experience and no other policy concerns are present.
All three director nominees — Bazemore, Blickenstaff, and Mashal — receive a FOR vote. NUVB's stock has gained approximately 150% over three years, outperforming the XBI (SPDR S&P Biotech ETF) by roughly 79 percentage points, which is above the 65-point threshold needed to trigger a negative TSR vote under the strong-positive-TSR tier, so no TSR concerns arise for any nominee. Mashal is also independently exempt as a director who joined within the past 24 months. No overboarding, attendance, independence, or qualification issues are identified for any of the three nominees.
Say on Pay
✓ FORCEO
David Hung, M.D.
Total Comp
$3,876,736
Prior Support
N/A
The CEO's total reported compensation of approximately $3.9 million is reasonable for a biotechnology CEO at a $1.5 billion company, and the pay structure is weighted toward variable pay — the majority of compensation comes from stock options tied to share price appreciation and performance-based annual bonuses, meaning executives only benefit meaningfully if shareholders do. The company's stock has risen roughly 150% over three years, significantly outpacing the XBI (SPDR S&P Biotech ETF), which supports the conclusion that incentive pay has been aligned with shareholder outcomes. A Dodd-Frank-compliant clawback policy is in place, and no prior-year say-on-pay concerns or <70% support issues are noted, so no policy flags are triggered.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
5 yrs
Audit Fees
$1,294,000
Non-Audit Fees
$25,000
KPMG has audited Nuvation Bio since fiscal year 2021, giving it approximately five years of tenure — well below the 25-year threshold that would raise independence concerns. Non-audit fees of $25,000 represent less than 2% of core audit fees of $1,294,000, far below the 50% ratio that would trigger a negative vote. KPMG is a Big 4 firm fully appropriate for a $1.5 billion market-cap biotechnology company.
Overall Assessment
Nuvation Bio's 2026 annual meeting presents three straightforward proposals — director elections, auditor ratification, and an advisory say-on-pay vote — all of which receive a FOR vote under our policy. The company's strong stock performance, clean auditor fee structure, reasonable executive pay levels tied meaningfully to equity appreciation, and absence of any overboarding or governance red flags result in no negative vote determinations across the ballot.