UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Nuvalent, Inc.
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On December 9, 2025, Matthew Shair, Ph.D., a member of the board of directors (the “Board”) of Nuvalent, Inc. (the “Company”), notified the Company of his decision to resign from the Board and from all committees of the Board on which he serves, effective immediately. Dr. Shair’s decision to resign was not as a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Election of New Director
On December 10, 2025, in accordance with the recommendation of the Nominating and Corporate Governance Committee (“NCG Committee”) of the Board, the Board elected Ron Squarer as a member of the Board, effective immediately.
Mr. Squarer was elected to serve as a Class II director of the Board, until the Company’s 2026 annual meeting of stockholders and until his successor is elected and qualified or until his earlier resignation or removal. The Board has determined that Mr. Squarer is an “independent” director under the rules of Nasdaq.
Mr. Squarer will receive compensation for his service as a non-employee director in accordance with the Company’s non-employee director compensation policy, including an initial, one-time (i) stock option grant to purchase shares of the Company’s Class A common stock, at an exercise price equal to the closing price of the Company’s Class A common stock on the date of grant, which option shall vest in equal monthly installments over three years from the date of grant (the “Option Award”), and (ii) restricted stock unit grant settleable in shares of the Company’s Class A common stock, which restricted stock unit will vest in equal annual installments over three years from the date of grant (the “RSU Award” and together with the Option Award the “Initial Award”), with vesting in each case subject to Mr. Squarer’s continued service. The Initial Award will have an aggregate fair value as of the date of grant equal to $600,000, determined in accordance with Accounting Standards Codification Topic 718, but excluding the impact of estimated forfeitures related to service-based vesting conditions. The value of each of the Option Award and the RSU Award will be equal as nearly as practicable to fifty percent (50%) of the aggregate value of the Initial Award, provided that in no event will the Option Award be for more than 14,850 shares or the RSU Award be for more than 7,425 shares. Mr. Squarer will also be entitled to receive annual cash retainers for his service as a director, plus additional cash compensation if appointed to a Board committee, and annual equity grants in accordance with the Company’s non-employee director compensation policy. The Company’s non-employee director compensation policy was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the U.S. Securities and Exchange Commission on May 9, 2024.
There are no arrangements or understandings between Mr. Squarer and any other persons pursuant to which he was elected as a director. Mr. Squarer does not have any family relationships with any of the Company’s directors or executive officers. There are no transactions and no proposed transactions between Mr. Squarer and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. Squarer will enter into the Company’s standard form of director indemnification agreement. The form of the director indemnification agreement was filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission on July 7, 2021.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nuvalent, Inc. | ||||||
| Date: December 10, 2025 | By: | /s/ Deborah A. Miller | ||||
| Deborah A. Miller, Ph.D. | ||||||
| Chief Legal Officer and Secretary | ||||||