EXHIBIT 10.1
Non-Employee Director Compensation Policy
of
Nuvation Bio Inc.
(Adopted April 17, 2025)
Non-Employee Directors of Nuvation Bio Inc. (the “Company”) are compensated for service on the Board of Directors of the Company (the “Board”) through a combination of cash retainer and equity awards. In addition, the Company reimburses Non-Employee Directors for reasonable expenses incurred in serving as a Non-Employee Director.
Cash Compensation
Effective July 1, 2025, annual retainers are paid in the following amounts to Non-Employee Directors:
Annual Retainer |
$ |
45,000 |
|
Additional Annual Retainer for Non-Executive Board Chair or Lead Independent Director |
$ |
30,000 |
|
Additional Annual Retainer for Committee Chairs: |
|
|
|
Audit Committee |
$ |
20,000 |
|
Compensation Committee |
$ |
15,000 |
|
Nominating and Corporate Governance Committee |
$ |
10,000 |
|
Additional Annual Retainer for Committee Members: |
|
||
Audit Committee |
$ |
10,000 |
|
Compensation Committee |
$ |
7,500 |
|
Nominating and Corporate Governance Committee |
$ |
5,000 |
|
All annual retainers will be paid in cash quarterly in arrears promptly following the end of the applicable fiscal quarter.
Equity Compensation
Upon initial election or appointment to the Board, each Non-Employee Director shall be granted an option to purchase shares of the Company’s Class A Common Stock with an aggregate value of $770,000 on the date on which the Non-Employee Director’s service as a director begins. The initial option grant will be automatically granted, without further action, on the date on which the Non-Employee Director’s service as a director begins and will vest as to 1/36 of the shares on the first monthly anniversary of the grant date, with the balance of the shares vesting in 35 equal monthly installments thereafter, subject to the Non-Employee Director’s continued service through the vesting date.
On the date of each Annual Meeting of Stockholders (“Annual Meeting”), each Non-Employee Director who was elected or appointed as a director prior to the beginning of the calendar year of the Annual Meeting and whose service as a director will continue after the Annual Meeting shall be granted an option to purchase shares of the Company’s Class A Common Stock with an aggregate value of $385,000. The