SEC Form DEF 14A filed by Nuvalent Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under § 240.14a-12

NUVALENT, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NUVALENT, INC.

One Broadway, 14th Floor

Cambridge, Massachusetts 02142

(857) 357-7000

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, June 18, 2025

Dear Stockholder:

You are cordially invited to the 2025 Annual Meeting of Stockholders (the Annual Meeting) of Nuvalent, Inc. The Annual Meeting will be held exclusively via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/NUVL2025 on Wednesday, June 18, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be a completely virtual meeting of the stockholders. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUVL2025 where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials or proxy card to attend the Annual Meeting virtually.

At the Annual Meeting, the stockholders will consider and vote on the following matters:

Stockholders of record at the close of business on April 21, 2025, will be entitled to notice of and to vote electronically during the Annual Meeting or any adjournment or postponement thereof. A complete list of stockholders of record will be open for examination by any stockholder beginning ten days prior to the Annual Meeting. If you would like to view the list, please contact our Secretary to make arrangements by calling (857) 357-7000 or by writing to Attn: Secretary, One Broadway, 14th Floor, Cambridge, MA 02142. We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites stockholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of the Annual Meeting.

We encourage all stockholders to attend the Annual Meeting online. However, whether or not you plan to attend the Annual Meeting online, we encourage you to read the proxy statement and submit your proxy or voting instructions as soon as possible. Please review the instructions on each of your voting options described in the proxy statement.

By the Order of the Board of Directors,

James R. Porter, Ph.D.

President and Chief Executive Officer

Cambridge, Massachusetts

April 28, 2025

Important Notice Regarding Internet Availability of Proxy Materials for the 2025 Annual Meeting of Stockholders to be Held on June 18, 2025: The proxy materials and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available at www.proxyvote.com. These documents are also available to any stockholder who wishes to receive a paper copy by visiting www.proxyvote.com, calling 1-800-579-1639 or sending an email to [email protected]. Any requests for a paper copy of these documents should be received by June 4, 2025, in order to ensure timely delivery.

TABLE OF CONTENTS

NUVALENT, INC.

One Broadway, 14th Floor

Cambridge, Massachusetts 02142

(857) 357-7000

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Wednesday, June 18, 2025

INFORMATION CONCERNING SOLICITATION AND VOTING

This proxy statement contains information about our 2025 annual meeting of stockholders (the Annual Meeting). The Annual Meeting will be held on Wednesday, June 18, 2025, at 11:00 a.m. Eastern Time. The Annual Meeting will be held exclusively via the Internet in a virtual meeting format at www.virtualshareholdermeeting.com/NUVL2025. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. Except where the context otherwise requires, references to “Nuvalent,” “the Company,” “we,” “us,” “our” and similar terms refer to Nuvalent, Inc. References to our website are inactive textual references only and the contents of our website are not incorporated by reference into this proxy statement.

This proxy statement and the enclosed proxy card are being furnished in connection with the solicitation of proxies by our board of directors for use at the Annual Meeting and at any adjournment or postponement of that meeting. All proxies will be voted in accordance with the instructions they contain. If you do not specify your voting instructions, your proxy will be voted in accordance with the recommendations of our board of directors. We are making this proxy statement, the related proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, available to stockholders for the first time on or about April 28, 2025.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (SEC) except for exhibits, will be furnished without charge to any stockholder upon written or oral request to Nuvalent, Inc., One Broadway, 14th Floor, Cambridge, Massachusetts 02142 or by submitting a request over the Internet at www.proxyvote.com, calling 1-800-579-1639 or sending an email to [email protected]. This proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are also available on the SEC’s website at www.sec.gov.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Q. Why do I have access to these materials?

A. We have made these proxy materials available to you because our board of directors is soliciting your proxy to vote at the Annual Meeting to be held on June 18, 2025, at 11:00 a.m. Eastern Time, including at any adjournments or postponements of the Annual Meeting. As a holder of Class A common stock as of the close of business on April 21, 2025, you are invited to attend the Annual Meeting online and are requested to vote on the items of business described in this proxy statement. This proxy statement includes information that we are required to provide to you under the rules adopted by the SEC and that is designed to assist you in voting your shares.

Q. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?

A. In accordance with SEC rules, we have elected to provide access to our proxy materials, including this proxy statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, over the Internet. Accordingly, we plan to send a Notice Regarding the Availability of Proxy Materials (the Notice) to our stockholders of record entitled to vote at the Annual Meeting with instructions for accessing the proxy materials. We plan to mail the Notice on or about April 28, 2025, to all stockholders entitled to vote at the Annual Meeting.

All stockholders entitled to vote at the Annual Meeting will have the ability to access the proxy materials by visiting the website referred to in the Notice, www.proxyvote.com. This makes the proxy distribution process more efficient and less costly and helps conserve natural resources. The Notice also contains instructions to request to receive a printed set of the proxy materials. You may request a paper copy of the proxy materials by submitting a request over the Internet at www.proxyvote.com, calling 1-800-579-1639 or sending an email to [email protected].

The Notice also identifies the date and time of, and web address for, the Annual Meeting; the matters to be acted upon at the Annual Meeting and our board of directors’ recommendation with regard to each matter; a toll-free telephone number, an e-mail address and a website where stockholders can request to receive, free of charge, a paper or e-mail copy of this proxy statement, our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and a form of proxy card relating to the Annual Meeting; and information on how to access and vote the form of proxy card.

Q. Can I vote my shares by filling out and returning the Notice?

A. No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote over the Internet or by telephone, by requesting and returning a printed proxy card or how to register to vote online during the Annual Meeting.

Q. What does it mean if I receive more than one Notice?

A. If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each of the Notices to ensure that all of your shares are voted.

Q. What is the purpose of the Annual Meeting?

A. At the Annual Meeting, stockholders will consider and vote on the following matters:

Q. Why is the Annual Meeting of stockholders a virtual, online meeting?

A. The Annual Meeting will be a completely virtual meeting. You can attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/NUVL2025 where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number included on your Notice or proxy card to attend the Annual Meeting virtually. There will not be a physical meeting location. We believe that hosting a virtual meeting may enable greater stockholder attendance and participation from any location around the world.

Q. How do I virtually attend the Annual Meeting?

A. We will host the Annual Meeting exclusively via the Internet at www.virtualshareholdermeeting.com/NUVL2025. In order to attend the Annual Meeting online, you will need the 16-digit control number included on your Notice or proxy card.

Q. Who can vote?

A. Only stockholders of record of our Class A common stock at the close of business on April 21, 2025, the record date for the Annual Meeting, are entitled to vote at the Annual Meeting. On this record date, there were 66,362,216 shares of our Class A common stock outstanding. We have Class A common stock and Class B common stock outstanding. Shares of our Class B common stock are non-voting, except as may be required by law.

Q. How many votes do I have?

A. Each share of our Class A common stock that you own as of the record date, April 21, 2025, entitles you to one vote on each matter that is voted on.

Q. Is my vote important?

A. Your vote is important no matter how many shares you own. Please take the time to vote. Take a moment to read the instructions, choose the way to vote that is the easiest and most convenient for you and cast your vote as soon as possible.

Q. How do I vote?

A. If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, brokerage firm or other nominee, you may vote:

If your shares are held in “street name,” meaning they are held for your account by an intermediary, such as a bank, brokerage firm or other nominee, then you are deemed to be the beneficial owner of your shares and the bank, brokerage firm or other nominee that actually holds the shares for you is the record holder and is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should have been forwarded to you by the bank, brokerage firm or other nominee that holds your shares. In order to vote your shares, you will need to follow the instructions that your bank, brokerage firm or other nominee provides you. Many brokerage firms solicit voting instructions over the Internet or by telephone.

You are welcome to virtually attend the Annual Meeting if your shares are held in street name. In order to do so, you will need to visit www.virtualshareholdermeeting.com/NUVL2025 on the date and at the time of the Annual Meeting and enter the 16-digit control number included on your Notice, proxy card or voting instruction form.

Q. Can I revoke or change my vote after I submit my proxy?

A. If you are the “record holder” of your shares, you may revoke your proxy and change your vote by following one of the below procedures:

If your shares are held in “street name,” you may submit new voting instructions with a later date by contacting your bank, brokerage firm or other nominee and following their instructions. You may also vote virtually at the Annual Meeting, which will have the effect of revoking any previously submitted voting instructions, by entering the 16-digit control number included on your Notice, proxy card or voting instruction form.

Attending the Annual Meeting alone will not revoke your proxy.

Q. Will my shares be voted if I do not return my proxy?

A. If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet, by telephone or by returning your proxy card by mail or online while virtually attending the Annual Meeting.

If your shares are held in “street name,” your brokerage firm may under certain circumstances vote your shares if you do not return your voting instructions. Brokerage firms can vote customers’ unvoted shares on discretionary matters but they will not be allowed to vote your shares with respect to certain non-discretionary items. If you do not return voting instructions to your brokerage firm to vote your shares, your brokerage firm may, on discretionary matters, either vote your shares or leave your shares unvoted.

Proposal No. 1, the election of three Class I directors, and Proposal No. 2, the approval, on an advisory basis, of the compensation paid to our NEOs, are not considered discretionary matters. If you do not instruct your brokerage firm how to vote with respect to these proposals, your brokerage firm may not vote your shares with respect to these proposals and your shares instead will be counted as “broker non-votes” with respect to these proposals. “Broker non-votes” occur when your bank, brokerage firm or other nominee submits a proxy for your shares (because the bank, brokerage firm or other nominee has received instructions from you on one or more proposals, but not all proposals, or has not received instructions from you but is entitled to vote on a particular “discretionary” matter) but does not indicate a vote for a particular proposal because the bank, brokerage firm or other nominee either does not have the authority to vote on that proposal and has not received voting instructions from you or has discretionary authority but chooses not to exercise it.

Proposal No. 3, the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, is considered a discretionary matter. If you do not instruct your brokerage firm how to vote with respect to this proposal, your brokerage firm will be able to vote your shares on this proposal even if it does not receive instructions from you, so long as it holds your shares in its name. We encourage you to provide voting instructions to your brokerage firm or other nominee. This ensures that your shares will be voted at the Annual Meeting according to your instructions. You should receive directions from your brokerage firm or other nominee about how to submit your voting instructions.

Q. How many shares must be represented to hold the Annual Meeting?

A. A majority of our shares of Class A common stock outstanding at the record date must be present virtually or represented by proxy to hold the Annual Meeting. This is called a quorum. For purposes of determining whether a quorum exists, we count as present any shares that are voted over the Internet, by telephone, by mail or virtually at the Annual Meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares that are counted as broker non-votes. If a quorum is not present, we expect to adjourn the Annual Meeting until we obtain a quorum.

The presence at the Annual Meeting, virtually or by proxy, of holders representing a majority of our outstanding Class A common stock as of the record date, April 21, 2025, or approximately 33,181,109 shares, constitutes a quorum at the Annual Meeting and permits us to conduct the business of the Annual Meeting.

Q. What vote is required to approve each matter and how are votes counted?

A. Proposal No. 1 — Election of Directors

A nominee will be elected as a director at the Annual Meeting if the nominee receives a plurality of the votes cast by stockholders entitled to vote at the Annual Meeting.

Votes that are withheld and broker non-votes will not be included in the vote tally for the election of directors and will not affect the results of the vote.

Proposal No. 2 — Advisory Vote to Approve the Compensation Paid to our Named Executive Officers

The affirmative vote of the holders of shares of Class A common stock representing a majority of the votes cast on the matter is required to approve, on an advisory basis, the compensation paid to our NEOs. Abstentions and broker non-votes will not be counted as votes cast on this matter and, as a result, will have no effect on the outcome of Proposal No. 2.

Proposal No. 2 is non-binding. Because this vote is advisory and not binding on us or our board of directors in any way, our board of directors may decide that it is in our and our stockholders’ best interests to compensate our NEOs in an amount or manner that differs from that which is approved by our stockholders.

Proposal No. 3 — Ratification of Appointment of Independent Registered Public Accounting Firm

The affirmative vote of the holders of shares of Class A common stock representing a majority of the votes cast on the matter is required for the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Abstentions and broker non-votes will not be counted as votes cast on this matter and, as a result, will have no effect on the outcome of Proposal No. 3.

Although stockholder approval of our audit committee’s appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the Annual Meeting, our audit committee will reconsider its appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2025.

Q. How does our board of directors recommend that I vote on the proposals?

A. Our board of directors recommends that you vote:

Q. What if I return a proxy card or otherwise vote but do not make specific choices?

A. If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” electing those nominees for director for whom you made no indication with respect to Proposal No. 1, “For” Proposal No. 2, and “For” Proposal No. 3. If any other matter is properly presented at the Annual Meeting, the persons named in the accompanying proxy intend to vote your shares in accordance with their judgment on the matter.

Q. Are there other matters to be voted on at the Annual Meeting?

A. We do not know of any matters that may come before the Annual Meeting other than the election of our Class I directors; the approval, on an advisory basis, of the compensation of our NEOs; and the approval of the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. If any other matters are properly presented at the Annual Meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter.

Q. Who will count the votes?

A. The votes will be counted, tabulated and certified by Broadridge Financial Solutions, Inc.

Q. How can I find out the results of the voting at the Annual Meeting?

A. Preliminary voting results will be announced at the Annual Meeting. Final voting results will be tallied by the inspector of election and published in a current report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting.

Q. How do I submit a question at the Annual Meeting?

A. If you wish to submit a question during the Annual Meeting, you will need the 16-digit control number included on your Notice or proxy card. Our virtual meeting will be governed by our Rules of Conduct and Procedures, which will be posted at www.virtualshareholdermeeting.com/NUVL2025 during the Annual Meeting.

Q. How and when may I submit a stockholder proposal, including a stockholder nomination for director for the 2026 annual meeting?

A. Stockholders wishing to suggest a candidate for director should write to our Secretary. In order to give our nominating and corporate governance committee sufficient time to evaluate a recommended candidate and/or include the candidate in our proxy statement for the 2026 annual meeting, the recommendation should be received by our Secretary at our principal executive offices in accordance with our procedures detailed in the section below entitled “Stockholder Proposals for our 2026 Annual Meeting.” Such submissions must state the nominee’s name, together with appropriate biographical information and background materials and information with respect to the stockholder or group of stockholders making the recommendation, including the number of shares of Class A common stock owned by such stockholder or group of stockholders, as well as other information required by our Amended and Restated Bylaws or SEC regulations. We may require any proposed nominee to furnish such other information as we may reasonably require in determining the eligibility of such proposed nominee to serve as an independent director or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such proposed nominee.

Q. Who is paying the costs of soliciting these proxies?

A. We will pay all of the costs of soliciting proxies. Our directors, officers and other employees may solicit proxies in person or by mail, telephone, fax or email. We will pay our directors, officers and other employees no additional compensation for these services. We will ask banks, brokerage firms and other nominees to forward these proxy materials to their principals and to obtain authority to execute proxies. We may reimburse them for their expenses.

Q. Whom should I contact if I have any questions?

A. If you have any questions about the Annual Meeting or your ownership of our common stock, please contact Nuvalent at One Broadway, 14th Floor, Cambridge, Massachusetts 02142, telephone: (857) 357-7000.

Q. Whom do I contact if I experience technical difficulties trying to access or during the Annual Meeting?

A. If you have technical difficulties when accessing the Annual Meeting, there will be technicians available to assist you. If you encounter any technical difficulties accessing the virtual meeting during the meeting, please call the technical support number that will be posted on the Annual Meeting log-in page.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

In accordance with the terms of our Restated Certificate of Incorporation and Amended and Restated Bylaws, our board of directors is divided into three classes, Class I, Class II, and Class III, with members of each class serving staggered three-year terms. As a result, only one class of our directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our board of directors currently consists of eleven members. The members of the classes are divided as follows:

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires.

Our board of directors has nominated Grant Bogle, James R. Porter, Ph.D., and Anna Protopapas for election as the Class I directors at the Annual Meeting. Each of Mr. Bogle, Dr. Porter and Ms. Protopapas is presently a director and has indicated a willingness to continue to serve as director, if elected. Unless otherwise instructed, proxies will be voted for Mr. Bogle, Dr. Porter and Ms. Protopapas. In the event that any of Mr. Bogle, Dr. Porter or Ms. Protopapas is not a candidate or is unable to serve as a director at the time of the election (which is not currently expected), your proxy will be voted for any nominee who is designated by our board of directors to fill the vacancy.

Our board, upon the recommendation of our nominating and corporate governance committee, determined not to nominate Dr. Hack for reelection at the Annual Meeting. In addition, on April 11, 2025, Dr. Gilliland notified us of his decision to resign from the board of directors, effective as of the Annual Meeting. Shortly following the expiration of Dr. Hack’s term as a director and the effective time of Dr. Gilliland’s resignation at the Annual Meeting, we intend to reduce the size of our board from eleven directors to nine directors.

Information Regarding Directors

The following paragraphs provide biographical information as of April 21, 2025, including principal occupation and business experience during the last five years, for each director, including each nominee for Class I director.

Information about the number of shares of common stock beneficially owned by each of our directors, including each nominee for Class I director, appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.”

There are no family relationships between or among any of our executive officers or directors, including each nominee for Class I director.

Class I Directors, Term Expiring at the 2028 Annual Meeting of Stockholders, if elected

Grant Bogle, 67, has served as a member of our board of directors since December 2024. Most recently, he served as President and Chief Executive Officer of Epizyme, Inc., a biopharmaceutical company (Epizyme), from August 2021 until its acquisition in August 2022. He also served on the board of directors of Epizyme from September 2019 until its August 2022 acquisition. Earlier, Mr. Bogle served as Senior Vice President and Chief Commercial Officer

for Tesaro, a biopharmaceutical company, from July 2015 to June 2019. Prior to joining Tesaro, Mr. Bogle served as Senior Vice President, Pharmaceutical and Biotech Solutions at McKesson Specialty Health (formerly U.S. Oncology), a global healthcare company, from July 2007 to June 2015. Mr. Bogle holds a B.A. in economics from Dartmouth College, an M.B.A. from Columbia University and was a 2020 Fellow in the Advanced Leadership Initiative at Harvard University.

We believe that Mr. Bogle’s significant experience in the commercialization, sales, marketing and distribution of biopharmaceutical products and his experience as an executive provide him with the qualifications and skills to serve on our board of directors.

James R. Porter, Ph.D., 49, has served as our Chief Executive Officer and President and as a member of our board of directors since February 2020. Prior to that, Dr. Porter served as our Vice President, Product Development from April 2018 to January 2020 and worked as a consultant to the Company from January 2018 to April 2018. From July 2002 to December 2016, Dr. Porter held various roles at Infinity Pharmaceuticals, Inc., a biotechnology company (Infinity), including most recently as Vice President of Product Development. Over the course of over 14 years at Infinity, he contributed to the research and development programs of six different compounds entering clinical trials. As the duvelisib product development team leader, Dr. Porter led a cross-functional development team from development candidate nomination through New Drug Application (NDA) submission, resulting in the U.S. Food and Drug Administration approval of COPIKTRA® for patients with follicular lymphoma, small lymphocytic lymphoma and chronic lymphocytic leukemia. Following Infinity’s licensing of duvelisib to Verastem, Inc., a biopharmaceutical company (Verastem), Dr. Porter served as Consultant, Product Development at Verastem from January 2017 to December 2017, where he led the transition, product development team and NDA submission for the duvelisib program. Dr. Porter received his B.A. in chemistry at the College of the Holy Cross and his Ph.D. in organic chemistry from Boston College.

We believe that Dr. Porter is qualified to serve as a member of our board of directors due to his extensive leadership experience in the biopharmaceutical industry.

Anna Protopapas, M.B.A., 60, has served as Chairperson of our board of directors since March 2022. From March 2015 to September 2023, Ms. Protopapas served as President and Chief Executive Officer of Mersana Therapeutics Inc., a biopharmaceutical company (Mersana). Prior to Mersana, from October 2010 to October 2014, Ms. Protopapas served as a member of the Executive Committee of Takeda Pharmaceutical Company Limited (Takeda), a global pharmaceutical company, and held various senior management positions at Takeda, including serving as President of Millennium Pharmaceuticals, Inc. (Millenium), a wholly owned subsidiary of Takeda focused on oncology, where she was responsible for leading the oncology business, and Executive Vice President of Global Business Development, where she was responsible for global acquisitions, partnering, licensing and venture investing. From October 1997 to October 2010, Ms. Protopapas served in various positions at Millennium, including as the Senior Vice President of Strategy and Business Development and a member of the Executive Committee, where she led the company’s business development initiatives. Ms. Protopapas previously served on the board of directors of Dicerna Pharmaceuticals Inc., and she currently serves as a member of the board of directors of Mersana. She earned her B.S. in Science and Engineering from Princeton University, M.S. in Chemical Engineering Practice from the Massachusetts Institute of Technology and M.B.A. from Stanford Graduate School of Business.

We believe Ms. Protopapas is qualified to serve on our board of directors because of her extensive experience in building and growing biopharmaceutical companies and her previous board service for biopharmaceutical companies.

Class II Directors, Term Expiring at the 2026 Annual Meeting of Stockholders

Gary Gilliland, M.D., Ph.D., 70, has served as a member of our board of directors since January 2021. Over the course of 35 years, Dr. Gilliland has made major contributions to understanding the genetic basis of blood diseases, particularly leukemia, and translated seminal findings on the role of mutated kinases in leukemia into new, precision treatments that stop cancer while causing minimal adverse events. Dr. Gilliland served as the President and Director

of the Fred Hutchinson Cancer Research Center from January 2015 to February 2020. Prior to that, Dr. Gilliland served as Vice Dean and Professor of Medicine at the University of Pennsylvania Perelman School of Medicine and Vice President of the University of Pennsylvania healthcare system, where he spearheaded a new model for personalized medicine. From March 2009 to August 2013, Dr. Gilliland served as Senior Vice President of the Global Oncology Franchise at Merck & Co., Inc., a pharmaceutical company, where he led KEYTRUDA® (pembrolizumab), a breakthrough immunotherapy drug, to market. Prior to that, Dr. Gilliland was Director of the Leukemia Program at the Dana-Farber Cancer Institute and spent 20 years on the faculty of Harvard Medical School. Dr. Gilliland currently serves on the board of directors of Laboratory Corporation of America Holdings. He received his B.A. in bacteriology from the University of California, Davis, his Ph.D. in microbiology from the University of California, Los Angeles and his M.D. from the University of California, San Francisco.

We believe Dr. Gilliland is qualified to serve on our board of directors because of his extensive experience in the biopharmaceutical industry and scientific background.

Michael L. Meyers, M.D., Ph.D., 75, has served as a member of our board of directors since October 2022. Since March 2023, Dr. Meyers has served as Chief Medical Officer at Flare Therapeutics Inc., a biopharmaceutical company. Prior to his appointment to our board of directors, Dr. Meyers served as a Senior Clinical Advisor to us from 2020 until October 2022. He also served as the Senior Vice President, Chief Development Officer and Chief Medical Officer at Syndax Pharmaceuticals, Inc., a biotechnology company (Syndax), from 2015 until March 2022, where he led the development of multiple molecules in breast cancer, various immune-oncology indications, acute leukemias, and chronic Graft versus Host Disease. Prior to joining Syndax, he held a number of senior research and development roles at Johnson & Johnson, a pharmaceutical company, including serving as Vice President, GU Oncology, Compound and Clinical Leader, and as Vice President, Oncology Scientific Innovation in Johnson & Johnson’s London Innovation Centre. Dr. Meyers also led the U.S. Oncology Medical Affairs team at Aventis Pharmaceuticals, Inc., a biopharmaceutical company, and worked in oncology clinical development at the Schering-Plough Research Institute. He also served as a member of the Memorial Sloan Kettering Cancer Center faculty, specializing in Clinical Immunology and melanoma. He received his M.D. and his Ph.D. in Microbiology and Immunology from Albert Einstein College of Medicine in New York and was elected to Alpha Omega Alpha (the medical school honor society). He completed his residency in Internal Medicine at Columbia Presbyterian Medical Center and his fellowship, where he served as Chief Fellow in Medical Oncology, at Memorial Sloan Kettering Cancer Center.

We believe Dr. Meyers is qualified to serve on our board of directors because of his experience as an executive officer of a publicly traded biopharmaceutical company and his scientific background.

Joseph Pearlberg, M.D., Ph.D., 61, has served as a member of our board of directors since January 2021. Since July 2017, Dr. Pearlberg has served as the Vice President of Scientific Affairs in the Biotherapeutics group at Deerfield Management Company, L.P., a venture capital firm (Deerfield). Prior to Deerfield, Dr. Pearlberg served as the Vice President of Clinical Development at Infinity from June 2016 to July 2017 and as a Senior Medical Director from December 2014 to June 2016. Prior to that, Dr. Pearlberg worked as a Medical Director in the oncology unit of Sanofi S.A., a multinational healthcare company. He was a Lecturer in the Department of Biological Chemistry and Molecular Pharmacology at Harvard Medical School. He received his B.A. from the University of Pennsylvania, his Ph.D. in molecular biology from Harvard University and his M.D. at the University of California, San Francisco, and completed his clinical training at the Massachusetts General Hospital and Dana Farber Cancer Institute.

We believe Dr. Pearlberg is qualified to serve on our board of directors because of his business and leadership experience in the life sciences industry and his scientific background.

Matthew Shair, Ph.D., 56, is our scientific founder and Head Scientific Advisor and has served as a member of our board of directors since our inception in February 2017. Since June 1997, Dr. Shair has served as a Professor in the Department of Chemistry and Chemical Biology at Harvard University; he is also an associate of the Broad Institute and an affiliate of the Harvard Stem Cell Institute. Dr. Shair and his lab at Harvard (the Shair lab) have made critical strides in target-oriented synthesis of complex molecules, including syntheses of CP-263,114, longithorone and cortistatin A. The Shair lab developed and out-licensed candidate small molecule therapeutic inhibitors of CDK8/19,

resulting in one of the largest upfront licensing payments in Harvard’s history. Due in part to the Shair lab’s studies, CDK8/19 inhibitors have now entered clinical trials for treatment of acute myeloid leukemia and myelodysplastic syndromes. Dr. Shair has been a scientific founder of several biotechnology companies, including Infinity, Makoto Life Sciences, a private small molecule target identification company, and Chemiderm Inc., a private pharmaceutical company, and he has been an advisor to several biopharmaceutical companies, including ARIAD Pharmaceuticals, Inc., a pharmaceutical company, Enanta Pharmaceuticals, Inc., a biotechnology company, Bristol-Myers Squibb Company, a pharmaceutical company, and Novartis AG, a pharmaceutical company. Dr. Shair has been the recipient of many awards for his research contributions, including the Cope Scholar Award and the Sackler Prize in the Chemical Sciences. He received his B.A. in chemistry from the University of Rochester, his M.S. in organic chemistry from Yale University and his Ph.D. in organic chemistry from Columbia University. He completed his postdoctoral fellowship at Harvard University.

We believe Dr. Shair is qualified to serve on our board of directors because of his extensive experience in the biopharmaceutical industry and his scientific experience.

Class III Director Nominees, Term Expiring at the 2027 Annual Meeting of Stockholders

Emily Drabant Conley, Ph.D., 43, has served as a member of our board of directors since February 2022. Since December 2023, Dr. Conley has served as Chief Executive Officer of Renasant Bio, Inc., a biopharmaceutical company dedicated to transforming the treatment of autosomal dominant polycystic kidney disease. From July 2020 until August 2023, Dr. Conley served as Chief Executive Officer of Federation Bio, a clinical stage biotechnology company that advanced microbial cell therapies in renal disease, autoimmunity and cancer. Before her role at Federation Bio, Dr. Conley spent over a decade at 23andMe, a personal genomics and biotechnology company, where she served as head of business development. Prior to that, Dr. Conley was a research fellow at the National Institutes of Health, a medical research agency, and is co-author on more than 35 academic publications. Dr. Conley has received numerous awards and honors, including SF Business Times Most Influential Women in Business, Endpoints 20 Biopharma Leaders Under 40, Business Insider’s 30 Biotech Leaders Under 40 and Google Ventures 25 Women shaping the future of Technology. Dr. Conley currently serves on the boards of directors of Renasant Bio, Inc. and TMRW Life Sciences, Inc. Dr. Conley received her Ph.D. in Neuroscience from Stanford University and graduated summa cum laude from Vanderbilt University with a B.A.

We believe that Dr. Conley is qualified to serve on our board of directors due to her executive management and leadership experience in the life sciences industry.

Sapna Srivastava, Ph.D., 54, has served as a member of our board of directors since July 2021. Dr. Srivastava has over 20 years of experience as a senior executive in the biopharmaceutical industry. She most recently served as the interim Chief Financial Officer at eGenesis Bio, a private pharmaceutical company, from April 2021 until October 2021. From September 2017 to January 2019, Dr. Srivastava served as the Chief Financial and Strategy Officer at Abide Therapeutics, Inc., a private biopharmaceutical company that was acquired by H. Lundbeck A/S in 2019. From April 2015 to December 2016, Dr. Srivastava served as the Chief Financial and Strategy Officer at Intellia Therapeutics, Inc., a gene editing company. Previously, for nearly 15 years, Dr. Srivastava was a senior biotechnology analyst at Goldman Sachs, an investment banking company, Morgan Stanley, an investment banking company, and ThinkEquity Partners, LLC, an investment banking firm. She began her career as a research associate at JP Morgan, an investment banking company. Dr. Srivastava currently serves on the boards of directors of Tourmaline Bio, Inc., Aura Biosciences, Inc., Innoviva, Inc., and Alumis Inc. She previously served on the boards of directors of SQZ Biotechnologies Company and Social Capital Suvretta Holdings Corp. II. Dr. Srivastava received her B.Sc. from St. Xavier’s College, University of Bombay and her Ph.D. from New York University School of Medicine.

We believe Dr. Srivastava is qualified to serve as a member of our board of directors due to her extensive experience in the biopharmaceutical industry, including her prior experience as a chief financial officer and in other management positions.

Cameron Wheeler, Ph.D., 46, has served as a member of our board of directors since our inception in February 2017. Since September 2014, Dr. Wheeler has held various roles at Deerfield, serving most recently as a Partner in the Biotherapeutics group. Prior to Deerfield, Dr. Wheeler served as a Director of Corporate Development at Eleven Biotherapeutics, Inc. (renamed Sesen Bio, Inc. in 2018), a pharmaceutical company, from April 2009 to September 2014. Prior to that, he served as a Senior Associate at Third Rock Ventures, LLC, a venture capital company, from March 2008 to June 2009 and a Manager of the Business Development and Operations team at Constellation Pharmaceuticals, Inc., a biopharmaceutical company, from April 2008 to April 2009. Dr. Wheeler has previously served on the boards of directors of Oncorus, Inc., Graybug Vision, Inc., and Lumos Pharma, Inc. Dr. Wheeler received his B.S. in mechanical engineering and his M.S. and Ph.D. in biological engineering from the Massachusetts Institute of Technology.

We believe that Dr. Wheeler is qualified to serve on our board of directors due to his executive management and leadership experience in the life sciences industry.

Recommendation of our Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE ELECTION OF EACH OF MR. BOGLE, DR. PORTER AND MS. PROTOPAPAS.

PROPOSAL NO. 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

We are providing our stockholders the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our NEOs as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), which added Section 14A to the Securities Exchange Act of 1934 (the Exchange Act).

As described in more detail in the “Compensation Discussion and Analysis” section of this proxy statement, our executive compensation program is designed to attract and retain qualified and talented executives, motivate such executives to achieve our business goals and reward them for short- and long-term performance with a simple and clear compensation structure. Under this program, our NEOs are rewarded for the achievement of our short- and long-term performance, which we believe serves to enhance short- and long-term value creation for our stockholders. The program contains elements of cash and equity-based compensation and is designed to align the interests of our executives with those of our stockholders and pay for performance.

Our board of directors is asking stockholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

As an advisory vote, this proposal is not binding on our board of directors, our compensation committee or the Company. However, our compensation committee and board of directors value the opinions expressed by our stockholders in their vote on this proposal and intend to consider carefully the outcome of the vote when making future compensation decisions for NEOs.

Recommendation of our Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NEOS.

PROPOSAL NO. 3

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Our audit committee has appointed KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, and our board of directors has directed that management submit the selection of the independent registered public accountants for ratification by the stockholders at the Annual Meeting. KPMG LLP has served as the Company’s registered public accountant since 2020. Representatives of KPMG LLP are expected to be present online at the Annual Meeting, will have an opportunity to make a statement if they so desire and be available to respond to appropriate questions.

Stockholder ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm is not required by Delaware law, our Restated Certificate of Incorporation or our Amended and Restated Bylaws. However, our board of directors is submitting our audit committee’s selection of KPMG LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, our audit committee will reconsider whether to retain that firm. Even if the selection is ratified, our audit committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if our audit committee determines that such a change would be in the best interests of the Company and its stockholders.

Independent Registered Public Accountants, Fees and Other Matters

KPMG LLP was our independent registered public accounting firm for the years ended December 31, 2024, and December 31, 2023. The following table summarizes the fees for professional services billed to us by KPMG LLP for the last two fiscal years. All such services and fees were pre-approved by our audit committee in accordance with the “Pre-Approval Policies and Procedures” described below.

Our audit committee has considered whether the provision of non-audit services is compatible with maintaining the independence of KPMG LLP and has concluded that the provision of such services is compatible with maintaining such independence.

Pre-Approval Policies and Procedures

All audit and non-audit services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be approved in advance by our audit committee. During 2024, all of the services provided by KPMG LLP were pre-approved by our audit committee.

Recommendation of our Board of Directors

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE TO RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

CORPORATE GOVERNANCE

We believe that good corporate governance is important to ensure that the Company is managed for the long-term benefit of our stockholders. This section describes key corporate governance practices that we have adopted. Complete copies of our corporate governance guidelines, committee charters and code of business conduct and ethics are available on the “Investors” section of our website, www.nuvalent.com. We will also provide copies of these documents, free of charge, to any stockholder upon written request to Nuvalent, Inc., One Broadway, 14th Floor, Cambridge, Massachusetts 02142, telephone: (857) 357-7000.

Corporate Governance

Our board of directors has adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

Our board of directors has adopted corporate governance guidelines to assist and guide our board of directors in the exercise of its responsibilities. These guidelines, which provide a framework for the conduct of our board of directors’ business, provide that:

Director Independence

The rules of the Nasdaq Stock Market (Nasdaq) require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent. Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee, accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C-1, the board of directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: (1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director; and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

In March 2025, our board of directors undertook a review of the composition of our board of directors and its committees and the independence of each director. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of our directors, with the exception of Drs. Porter and Shair, is an “independent director” as defined under applicable Nasdaq rules, including, in the case of all the members of our audit committee, the independence criteria set forth in Rule 10A-3 under the Exchange Act, and in the case of all the members of our compensation committee, the independence criteria set forth in Rule 10C-1 under the Exchange Act. In making such determination, our board of directors considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that our board of directors deemed relevant in determining his or her independence, including the beneficial ownership of our capital stock by each non-employee director. Dr. Porter is not an independent director under these rules because he is an executive officer of the Company. Dr. Shair is not an independent director under these rules because he has received more than $120,000 in consulting fees from us during a twelve-month period within the past three years.

Board Leadership Structure

Currently, the role of Chairperson of our board of directors is separated from the role of Chief Executive Officer. Anna Protopapas is our Chairperson and James R. Porter, Ph.D., is our Chief Executive Officer. Our Chief Executive Officer is responsible for recommending strategic decisions and capital allocation to our board of directors and to ensure the execution of the recommended plans. The Chairperson of our board of directors is responsible for leading our board of directors in its fundamental role of providing advice to and independent oversight of management. Our board of directors recognizes the time, effort and energy that our Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairperson, particularly as our board of directors’ oversight responsibilities continue to grow. While our Amended and Restated Bylaws and corporate governance guidelines do not require that our Chairperson and Chief Executive Officer positions be separate, our board of directors believes that having separate positions is the appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.

Board Diversity

We strive to achieve diversity in the broadest sense, including persons diverse in geography, gender, ethnicity, age and experiences. The overall diversity is an important consideration in the director selection and nomination process. Our nominating and corporate governance committee assesses diversity in connection with the annual nomination process as well as in new director searches.

Director Nomination Process

Director Qualifications

While there are no specific minimum qualifications for a committee-recommended nominee to our board of directors, our nominating and corporate governance committee requires the following qualifications to be satisfied:

A nominee’s background, including factors such as character, integrity, judgment, diversity, independence, skills, education, expertise, business acumen, business experience, length of service, understanding of the Company’s business and industry, conflicts of interest and other commitments, is also considered by our nominating and corporate governance committee when evaluating director nominees. Our nominating and corporate governance committee does not apply any particular weighting on any characteristic in evaluating nominees and directors.

Our nominating and corporate governance committee’s goal is to assemble a board of directors that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. Moreover, our nominating and corporate governance committee believes that the background and qualifications of our board of directors, considered as a group, should provide a significant mix of experience, knowledge and abilities that will allow our board of directors to fulfill its responsibilities. Our directors’ performance and qualification criteria are reviewed periodically by our nominating and corporate governance committee.

Identification and Evaluation of Nominees for Directors

Our nominating and corporate governance committee is responsible for identifying individuals qualified to become members of our board of directors and its committees and recommending candidates for our board of directors’ selection as nominees for election to our board of directors at the next annual or other properly convened meeting of stockholders. Our nominating and corporate governance committee may solicit recommendations from any or all of the following sources: non-management directors, the chief executive officer, other executive officers, third-party search firms or any other source it deems appropriate. The process followed by our nominating and corporate governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations and meetings from time to time to evaluate biographical information and background material relating to potential candidates. Final candidates, if other than our current directors, are interviewed by the members of our nominating and corporate governance committee and by certain of our other independent directors and our officers. In making its determinations, our nominating and corporate governance committee evaluates each individual in the context of our board of directors as a whole, with the objective of assembling a group that can best contribute to the success of the Company and represent stockholder interests through the exercise of sound judgment. After review and deliberation of all feedback and data, our nominating and corporate governance committee makes its recommendation to our board of directors.

Stockholders may recommend individuals to our nominating and corporate governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials, a statement as to the number of shares of our common stock beneficially owned by the stockholder making the recommendation, and certain other information as set forth in Exhibit A to the nominating and corporate governance committee charter, to the Secretary of the Company at One Broadway, 14th Floor, Cambridge, MA 02142. Assuming that appropriate biographical and background material has been provided on or before the dates set forth in the section below entitled “Stockholder Proposals for our 2026 Annual Meeting,” our nominating and corporate governance committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others, as described above. If our board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included in our proxy card for the next annual meeting. Stockholders also have the right under our Amended and Restated Bylaws to directly nominate director candidates, without any action or recommendation on the part of our nominating and corporate governance committee or our board of directors, by following the procedures set forth under “Stockholder Proposals for our 2026 Annual Meeting.”

Board’s Role in Risk Oversight

Management is responsible for the day-to-day management of risks we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, our board of directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.

The role of our board of directors in overseeing the management of our risks is conducted primarily through committees of our board of directors, as disclosed in the descriptions of each of the committees below and in the charters of each of the committees. The full board of directors (or the appropriate board committee in the case of risks that are under the purview of a particular committee) discusses with management our major risk exposures, their potential impact on us and the steps we take to manage them. When a board committee is responsible for evaluating and overseeing the management of a particular risk or risks, the Chair of the relevant committee reports on the discussion to the full board of directors during the committee reports portion of the next board meeting. This enables our board of directors and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships.

Communications with Our Board of Directors

Our board of directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. For stockholder communications (i) directed to our board of directors as a whole, stockholders may send such communication to the attention of the Chairperson of our board of directors and (ii) directed to an individual director in his or her capacity as a member of our board of directors, stockholders may send such communication to the attention of the individual director, in each case, by sending such communication via U.S. mail or expedited delivery service to the following address: Nuvalent, Inc., One Broadway, 14th Floor, Cambridge, Massachusetts 02142.

The Company will forward by U.S. mail any such stockholder communication to each director, and the Chairperson of our board of directors, in his or her capacity as a representative of our board of directors, to whom such securityholder communication is addressed to the address specified by each such director and the Chairperson of our board of directors.

Board Meetings and Attendance

Our board of directors met six times during the year ended December 31, 2024, including telephonic meetings. During the year, each of our directors attended 75% or more of the aggregate number of meetings of our board of directors and the committees on which he or she served.

Director Attendance at Annual Meeting

Although we do not have a formal policy regarding director attendance at the Annual Meeting, we encourage and expect all of our directors and nominees for director to attend the Annual Meeting. All of our directors attended our 2024 annual meeting of stockholders.

Committees of Our Board of Directors

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which operate pursuant to a charter approved by our board of directors. Each committee’s charter is posted on the “Investors” section of our website, www.nuvalent.com.

Audit Committee

Our audit committee held five meetings during 2024. The members of our audit committee are Gary Gilliland, M.D., Ph.D., Andrew A. F. Hack, M.D., Ph.D., and Sapna Srivastava, Ph.D. Dr. Srivastava is the Chair of our audit committee. Our board of directors has determined that each of Drs. Hack and Srivastava is an “audit committee financial expert” as defined by applicable SEC rules and that each of the members of our audit committee possesses the financial sophistication required for audit committee members under Nasdaq rules. We believe that the composition of our audit committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

Our audit committee’s responsibilities include:

Compensation Committee

Our compensation committee held five meetings during 2024. The members of our compensation committee are Emily Drabant Conley, Ph.D., Anna Protopapas, and Cameron A. Wheeler, Ph.D. Dr. Conley is the Chair of our compensation committee. We believe that the composition of our compensation committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

Our compensation committee’s responsibilities include:

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee held four meetings during 2024. The members of our nominating and corporate governance committee are Michael L. Meyers, M.D., Ph.D., Joseph Pearlberg, M.D., Ph.D., and Anna Protopapas. Dr. Meyers is the Chair of our nominating and corporate governance committee. We believe that the composition of our nominating and corporate governance committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

Our nominating and corporate governance committee’s responsibilities include:

Compensation Committee Interlocks and Insider Participation

During 2024, Drs. Conley and Wheeler and Ms. Protopapas served on our compensation committee. None of the members of our compensation committee is or has been an officer or employee of the Company or had any relationship requiring disclosure under Item 404 of Regulation S-K. None of our executive officers currently serves, or in the past fiscal year has served, as a member of our board of directors or compensation committee, or other board committee performing equivalent functions, of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our employees, directors and certain designated agents, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. This code is available on the “Investors” section of our website, www.nuvalent.com. If we make any substantive amendments to, or grant any waivers from, the code of business

conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website.

Director Compensation

The table below shows all compensation to our non-employee directors, including compensation for their services as a member or a Chair of one of our standing committees, during the year ended December 31, 2024. Dr. Porter, our President and Chief Executive Officer, is also a member of our board of directors, but he did not receive any additional compensation for service as a director. Dr. Porter’s compensation as an executive officer is set forth below under “Executive Compensation—Summary Compensation Table.”

Non-Employee Director Compensation Policy

Our board of directors approved a non-employee director compensation policy (as amended to date, the non-employee director compensation policy), which was most recently amended in March 2024. The purpose of the non-employee director compensation policy is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors when they are not employees or officers of the Company or its subsidiary. Under this policy, we pay our non-employee directors a cash retainer for service on our board of directors and for service on each committee of which the director is a member. The Chairperson of our board and the Chair of each committee receives an additional retainer for such service. These fees are payable quarterly in arrears and prorated based on number of actual days served by the director during such calendar quarter. In addition, non-employee directors are entitled to receive certain initial and annual equity awards under the policy as more fully described below.

Under the non-employee director compensation policy, the cash fees payable to non-employee directors for service on our board of directors and for service on each committee of our board of directors on which the director is a member are as follows:

In addition, upon initial election to our board of directors, a newly elected non-employee director will be granted an initial, one-time equity award (an Initial Award) comprised of a stock option to purchase shares of the Company’s Class A common stock (an Initial Option) and an RSU award settleable in shares of the Company’s Class A common stock (an Initial RSU). Each Initial Award will have a Value of $600,000 with the Value of the Initial Option and the Value of the Initial RSU each being equal as nearly as practicable to 50% of the aggregate Value of the Initial Award, provided that in no event will the Initial Option be for more than 14,850 shares or the Initial RSU be for more than 7,425 shares, subject to adjustment for stock splits or other similar capitalization changes. The non-employee director compensation policy defines “Value” as the grant date fair value of the award determined in accordance with ASC Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions. Each Initial Option will vest in equal monthly installments over three years from the date of grant, subject to the director’s continued service as a member of our board of directors through the applicable vesting date. Each Initial RSU will vest in equal annual installments over three years from the date of grant, subject to the director’s continued service as a member of our board of directors through the applicable vesting date.

Furthermore, on the date of each annual meeting of stockholders, each non-employee director who has served as a non-employee director for at least six months as of the date of such annual meeting and who continues to serve as a non-employee director following such meeting, and who has not announced an intention to resign from our board of directors, will be granted an annual equity award (the Annual Award) comprised of a stock option to purchase shares of the Company’s Class A common stock (the Annual Option) and an RSU award settleable in shares of the Company’s Class A common stock (the Annual RSU). The Annual Award will have a Value of $400,000 with the Value of the Annual Option and the Value of the Annual RSU each being equal as nearly as practicable to 50% of

the aggregate Value of the Annual Award, provided that in no event will the Annual Option be for more than 9,900 shares or the Annual RSU be for more than 4,950 shares, subject to adjustment for stock splits or other similar capitalization changes. Each Annual Option and Annual RSU will vest in full upon the earlier of (i) the first anniversary of the grant date or (ii) the date of the Company’s next annual meeting of stockholders, subject to the director’s continued service as a member of our board of directors through the applicable vesting date.

Initial Awards and Annual Awards are also subject to such other terms, conditions and limitations as may be set forth in the 2021 Plan. All outstanding Initial Awards and Annual Awards will become fully vested and exercisable upon the effective time of certain sale events specified in the non-employee director compensation policy.

We will reimburse all reasonable out-of-pocket expenses incurred by non-employee directors in attending meetings of our board of directors and committees thereof.

2023 Compensation

Prior to the amendment of the non-employee director compensation policy in March 2024, the fees paid to non-employee directors for service on our board of directors and for service on each committee of our board of directors on which the director is a member were as follows:

Upon initial election to our board of directors, each non-employee director was entitled to be granted a stock option award to purchase 40,000 shares of the Company’s Class A common stock (an Initial Grant), subject to the maximum annual compensation limits set forth in the non-employee director compensation policy and such other limits as may be set forth in our 2021 Plan. Initial Grants were subject to vesting in equal monthly installments over three years from the date of grant, subject to the director’s continued service as a member of our board of directors through the applicable vesting date. Furthermore, on the date of each annual meeting of stockholders, each non-employee director who continued as a non-employee director following such meeting was entitled to be granted a stock option to purchase 20,000 shares of the Company’s Class A common stock (an Annual Grant), subject to the maximum annual compensation limits set forth in the non-employee director compensation policy and such other limits as may be set forth in our 2021 Plan. Annual Grants were subject to vesting in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next annual meeting of stockholders, subject to the director’s continued service as a member of our board of directors through the applicable vesting date. Any outstanding Initial Grants and Annual Grants will become fully vested and exercisable upon the effective time of a Sale Event (as defined in our 2021 Plan).

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time.

Limitations of Liability and Indemnification Matters

We have adopted provisions in our Restated Certificate of Incorporation and Amended and Restated Bylaws that limit or eliminate the personal liability of our directors and officers to the fullest extent permitted by the Delaware General Corporation Law (DGCL), as it now exists or may in the future be amended. Consequently, a director or officer will not be personally liable to us or our stockholders for monetary damages or breach of fiduciary duty as a director or officer, except for liability for:

These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

In addition, our Amended and Restated Bylaws provide that:

We have entered into indemnification agreements with each of our directors and executive officers. These agreements provide that we will indemnify each of our directors, executive officers and, at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate in connection with any proceeding in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.

Report of the Audit Committee of the Board of Directors

The audit committee oversees the Company’s financial reporting process on behalf of the board of directors. We have reviewed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2024, and discussed them with Company management and KPMG LLP, the Company’s independent registered public accounting firm.

We have received from, and discussed with, KPMG LLP, which is responsible for expressing an opinion on the conformity of the Company’s audited consolidated financial statements with accounting principles generally accepted in the United States, its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the audit committee under generally accepted auditing standards, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the SEC. In addition, we have received from KPMG LLP the written disclosures and the letter required by applicable requirements of the PCAOB regarding its communications with us concerning independence, have considered the compatibility of non-audit services with the auditors’ independence and have discussed with KPMG LLP its independence from management and the Company.

Based on the review and discussions referred to above, we recommended to the board of directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

This report of the audit committee is not “soliciting material,” shall not be deemed “filed” with the SEC and shall not be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

The foregoing report has been furnished by the audit committee.

Respectfully submitted,

The Audit Committee of the Board of Directors

Sapna Srivastava, Ph.D., Chair

Andrew A. F. Hack, M.D., Ph.D.

Gary Gilliland, M.D., Ph.D.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the overall philosophy, objectives and structure of our executive compensation program, and important factors and information relevant to an analysis of our compensation policies and decisions. Our NEOs for the fiscal year ended on December 31, 2024, were:

Overview and Business Highlights

We are a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for patients with cancer. We leverage deep expertise in chemistry and structure-based drug design to develop innovative small molecules that are designed with the aim to overcome the limitations of existing therapies for clinically proven kinase targets.

To date, we have identified and progressed three product candidates into clinical development: (i) zidesamtinib (NVL-520) for patients with ROS proto-oncogene 1 (ROS1)-positive non-small cell lung cancer (NSCLC); (ii) neladalkib (NVL-655) for patients with anaplastic lymphoma kinase (ALK)-positive NSCLC; and (iii) NVL-330 for patients with tumors driven by HER2 mutations and alterations, including HER2 exon 20 insertion mutations. We expect to report pivotal data for tyrosine kinase inhibitor (TKI) pre-treated patients with advanced ROS1-positive NSCLC from the ARROS-1 clinical trial of zidesamtinib in the first half of 2025, and pivotal data for TKI pre-treated patients with advanced ALK-positive NSCLC from the ALKOVE-1 clinical trial of neladalkib by year-end 2025. We also plan to initiate the ALKAZAR Phase 3 clinical trial of neladalkib for TKI-naive patients with ALK-positive NSCLC in the first half of 2025 and anticipate submitting an NDA for zidesamtinib with an initial target indication of TKI pre-treated patients with advanced ROS1-positive NSCLC by mid-year 2025. Our primary focus is on continuing to progress zidesamtinib and neladalkib through Phase 2 clinical trials, initiation of the ALKAZAR Phase 3 clinical trial of neladalkib, seeking regulatory approval for zidesamtinib and neladalkib following receipt of pivotal data from such trials, progressing NVL-330 through Phase 1 development, and continuing to identify new potential product candidates for development through our discovery efforts.

During 2024, we achieved a number of important milestones and made significant progress on our clinical development, organizational, and business goals. Some of the key highlights which factored into our performance assessment for purposes of determining 2024 compensation for our NEOs included:

NEO compensation-related actions taken by our compensation committee and board of directors in 2024 included:

We believe our compensation committee and board of directors have designed our executive compensation program to reflect our current size, strategy, and operational priorities, and, with this program, have motivated and incentivized our management team to build long-term, sustainable stockholder value.

Compensation Philosophy and Objectives

Our executive compensation program is designed to attract and retain qualified and talented executives, motivate such executives to achieve our business goals and reward them for short- and long-term performance with a simple and clear compensation structure. We intend that total compensation for our NEOs, which we define as base salary, target annual cash incentives and equity incentive awards, reflects our pay-for-performance compensation philosophy in order to attract, retain and motivate our officers who have relevant, critical skills and experience, and can make important contributions to the achievement of our business objectives.

When our compensation committee allocates compensation among the elements of total compensation in its executive compensation program design, it takes into consideration factors such as providing short- and long-term incentives related to our financial and operational performance, in a manner intended to align the interests of our NEOs with the interests of our stockholders, reward value creation and provide competitive pay and benefits to our NEOs. Variable incentive compensation is a substantial component of our compensation strategy and aims to ensure that total compensation reflects the overall performance of our Company.

To achieve our compensation objectives, we provide executives with the following fixed and variable compensation components:

Strong Governance of our Compensation Program

Our pay-for-performance philosophy and compensation governance practices are designed to provide an appropriate framework for our executives to achieve our financial and strategic goals without encouraging them to take excessive risks in their business decisions. Some of our core practices include:

Stockholder Say-On-Pay Vote Results

At our 2024 Annual Meeting of Stockholders held on June 12, 2024, we provided our stockholders with the opportunity to cast a non-binding advisory vote on the compensation of our NEOs. Approximately 97.6% of the votes cast on our “say-on-pay” vote were voted in favor of the proposal. We have considered the results of this vote and believe the strong support of our stockholders for the proposal indicates that our stockholders are supportive of our approach to executive compensation. Accordingly, we decided to maintain our general approach to executive compensation and, other than the introduction of PSUs for 2025, made no significant changes to our executive compensation arrangements or to our compensation policies in response to the vote. In the future, we will continue to consider the outcome of our “say-on-pay” votes when making compensation decisions regarding our NEOs and determining compensation policies.

Determination of Compensation

Our compensation committee is responsible for making recommendations to our board of directors with respect to the compensation for our NEOs and is charged with reviewing our executive compensation policies and practices to ensure adherence to our compensation philosophies and objectives. Our board of directors reviews the compensation recommendations made by our compensation committee, and ultimately approves all compensation-related matters after considering those recommendations. To make its recommendations, the compensation committee reviews

external market data at the 25th, 50th and 75th percentiles our peer group, as discussed below, which may be supplemented with general survey data, and also considers other internal factors, including corporate performance. In recommending 2024 executive compensation, the compensation committee consulted with our Chief Executive Officer (other than with respect to his own compensation) and considered advice and data provided by the compensation committee’s independent compensation consultant, Aon Consulting, Inc./Radford (Aon). Additional information regarding the roles of Aon, our new compensation consultant, Alpine Rewards, and our executive officers is provided below under the headings “Role of Compensation Consultant in Determining Executive Compensation” and “Role of Executive Officers in Determining Executive Compensation.” For 2024, Aon assisted with benchmarking the compensation of our senior executives by providing peer group and market information to support the Company and compensation committee in determining competitive and appropriate pay levels.

Role of Compensation Consultant in Determining Executive Compensation

Our compensation committee has the sole authority under its charter to engage the services of a consulting firm or other outside advisor to assist it in designing our compensation programs and in making executive compensation decisions. Our compensation committee engaged Aon as its compensation consultant in 2023 and, when making decisions with respect to the executive compensation to be paid to our NEOs in 2024, our compensation committee considered advice and data provided by Aon. In June 2024, the compensation committee retained Alpine Rewards as its new independent compensation consultant. Aon and Alpine Rewards provided our compensation committee with peer group and market information for 2023 and 2024, respectively, that our compensation committee used to determine whether our executive compensation program is competitive when compared with market trends in executive compensation practices for comparable companies, after accounting for our NEOs’ experience and responsibilities. Our compensation committee has considered the adviser independence factors required under SEC rules and the Nasdaq listing standards as they relate to Aon and Alpine Rewards and believes neither Aon’s nor Alpine Rewards’ work raised a conflict of interest.

In September 2023, in connection with our compensation committee’s review of our executive compensation programs, Aon conducted and presented to the compensation committee an assessment of our peer group, taking into account the Company’s progress in advancing its development programs and its growth. Our compensation committee, in consultation with Aon and using market data provided by Aon, selected a peer group primarily on the basis of industry, stage of development, market capitalization and headcount considerations. In particular, one of the selection criteria used by our compensation committee in selecting the peer group was the peer companies having product candidates in Phase 2 or Phase 3 clinical trials.

The peer group selected by our compensation committee for the purposes of determining 2024 NEO compensation consisted of the following 18 publicly traded companies that operate in the broader biopharmaceutical industry and which represent competitors for executive talent and capital:

In September 2024, our compensation committee revisited our peer group as part of its annual review of our executive compensation programs. Alpine Rewards conducted and presented to the compensation committee an updated assessment of our peer group in light of the Company’s continued growth and acceleration of its clinical trial timelines, and recommended a peer group focusing on companies with product candidates in late-stage clinical development and early commercial stage companies, and companies with similar market capitalizations to ours. As a result of that assessment, our compensation committee selected an updated peer group for use in determining 2025 NEO compensation, comprised of the following 18 publicly traded companies that operate in the broader biopharmaceutical industry and which represent competitors for executive talent and capital:

Our compensation committee recognizes the very competitive market for executive talent in our industry, and the importance of attracting and retaining strong talent as our business continues to evolve. Our positioning on executive compensation is intended to keep our Company competitive while strongly incentivizing performance and appropriately controlling executive compensation cost.

Role of Executive Officers in Determining Executive Compensation

Our Chief Executive Officer, Dr. Porter, made recommendations to our compensation committee to assist it in determining recommendations for 2024 compensation levels for our other NEOs. Dr. Porter did not make recommendations as to his own compensation. While our compensation committee considered Dr. Porter’s recommendations with respect to the compensation of our other NEOs and valued his observations with regard to compensation, the compensation committee exercised its independent judgment in making recommendations to the board of directors regarding executive compensation and the ultimate decisions regarding executive compensation were made by our board of directors after considering the recommendations of the compensation committee.

Components of Compensation

Our executive compensation program consists of three primary components: base salary, annual cash incentives, and equity incentive awards, historically in the form of time-based stock options. Beginning in 2024, our executive compensation program has also included time-vested RSUs. For 2025, our compensation committee also recommended, and our board of directors subsequently awarded, PSUs to our NEOs.

Base Salary

We provide annual base salaries to our NEOs to compensate them for performance of job responsibilities and to attract and retain individuals with superior talent. The annual base salary for each of our NEOs was initially established at the time the executive was hired, based on an assessment of market data and the experience of the candidate, in order to develop a compensation package, including base salary, that was necessary to attract and retain each individual.

Our compensation committee periodically reviews and evaluates the need for adjustment of the base salaries of our NEOs based on changes and expected changes in the scope of an executive’s responsibilities, including promotions, Company performance, market data and general salary trends in our industry. No specific weight is assigned to any of these criteria.

The following table sets forth the base salaries of our NEOs for 2023 and 2024, together with the approximate percentage change year-over-year.

Annual Cash Incentives

We believe that the payment of annual, performance-based cash compensation provides incentives necessary to retain executive officers and reward them for short-term company performance. Each NEO is eligible to receive an annual performance-based cash bonus based on achievement of performance goals developed by our compensation committee. Each NEO has a target annual bonus award amount, expressed as a percentage of the NEO’s base salary. At the beginning of each year, our compensation committee recommends, and our board of directors approves, corporate performance goals for the year. Following the approval of these corporate performance goals, our compensation committee determines the goals that will be used for the determination of performance-based cash bonuses for the year, including whether the goals will consist entirely of the corporate performance goals approved by the board of directors, or a combination of those corporate goals and individual goals. At the end of each year, our compensation committee then reviews actual performance against the goals for the payment of performance-based cash bonuses and determines subjectively what it believes to be the appropriate level of cash bonus, if any, for our NEOs. The compensation committee then makes a recommendation of its assessment of the Company’s performance against its corporate goals and the annual bonus amounts to the board of directors for its review, consideration and approval.

In January 2024, upon the recommendation of our compensation committee and after discussion with management, our board of directors approved our corporate performance goals for 2024. These corporate performance goals included:

In March 2024, our compensation committee determined that cash bonuses for fiscal year 2024 would be determined solely on the basis of our achievement against our corporate performance goals.

In December 2024, following review of our corporate performance and after receiving input from our Chief Executive Officer, our compensation committee recommended, and our board of directors approved a corporate performance score against our corporate goals of 125%. In reviewing our corporate performance against our goals, our compensation committee and board of directors determined that actual performance exceeded our defined

program execution goals for zidesamtinib and neladalkib and our strategic and operational goal related to securing financing in part due to: (a) our successful presentations of updated Phase 1 dose-escalation data sets for both the zidesamtinib and neladalkib development programs at the ESMO Congress 2024, (b) robust enrollment in the Phase 2 portions of both the ARROS-1 and ALKOVE-1 clinical trials, (c) the announcement of the design of and expected initiation timing for our ALKAZAR Phase 3 trial of neladalkib, and (d) completion of our successful $575 million, upsized follow-on public offering of our Class A common stock. They also determined that we met our NVL-330 development execution goal, our portfolio expansion goals and our other strategic and operational goals at target in part due to (x) initiation of our HEROEX-1 Phase 1 trial of NVL-330, (y) progress made on multiple discovery projects during 2024, and (z) continued headcount expansion with limited employee turnover.

After determination of our Company’s corporate achievement score against our predetermined goals, as described above, our board of directors approved the bonuses for our NEOs set forth in the table below.

Equity Incentive Awards

We provide equity-based incentive awards to compensate our employees and to motivate them and encourage retention by providing an opportunity for the recipients to participate in the ownership of our Company. In addition, we believe equity awards align the interests of our employees with the interests of our stockholders. Our compensation committee believes that employees in a position to make a substantial contribution to our long-term success should have a significant and ongoing stake in our Company.

We grant equity to executives annually as part of their annual compensation opportunity, as well as upon promotion, to motivate, retain and reward our NEOs for their performance and our success. Equity awards have traditionally been tied to time-based vesting conditions. For 2024, annual and promotion grants of time-based stock options vest over 48 equal monthly installments over the four years following the grant date, subject to the holder’s continued service to the Company through each applicable vesting date. Additionally, beginning in 2024, we introduced RSUs with time-based vesting into our executive compensation program to align the equity-based component of our compensation with stock appreciation over a sustained period while also managing the natural market volatilities of a clinical stage company. These time-based RSUs vest in three equal annual installments over the three years following the grant date, subject to the holder’s continued service to the Company through each applicable vesting date. For 2025, our board of directors also awarded PSUs to our NEOs, which are earned contingent upon the achievement of pre-established performance goals, as part of our long-term incentive strategy.

The equity awards granted to our NEOs for 2024 are described in greater detail below. Our compensation committee evaluates various factors when determining the number of equity incentive awards to grant to our NEOs, including the base salary and target annual cash incentive opportunity of the NEO, the value of the total compensation package our compensation committee and board of directors deem appropriate to attract and retain highly qualified NEOs in light of the competitive environment, the NEO’s ability to influence and create long-term stockholder value, peer

group comparable metrics and data, and the advice and input from the compensation committee’s compensation consultant.

Benefits and Other Compensation

Health and Welfare Benefits

Our NEOs are eligible to participate in all of our employee benefit plans, including our medical, dental, vision, group life and disability insurance plans, on the same terms as non-executive officer employees. We believe that these health and welfare benefits help ensure that we have a productive and focused workforce through reliable and competitive health and other benefits. Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program.

401(k) Plan

The Company has a 401(k) defined contribution plan (401(k) Plan) for its employees. Eligible employees may make pretax and/or “Roth” after-tax contribution to the 401(k) Plan up to applicable statutory limits. For 2023 and 2024, we offered a discretionary employer matching contribution equal to 100% of a participant’s eligible contributions of up to 6% of eligible compensation, subject to limits established by the Internal Revenue Code of 1986 (the Code).

Severance and Change in Control Payments and Benefits

Under our employment arrangements with our NEOs, we have agreed to provide severance payments and other benefits in the event of the termination of their employment under specified circumstances. We have provided more detailed information about these payments and benefits, under the caption “Executive Compensation - Employment, Severance and Change in Control Arrangements” below.

We believe providing severance and/or change in control payments and benefits as an element of our compensation structure can help us compete for executive talent and attract and retain highly talented executive officers whose contributions are critical to our long-term success. We believe these benefits will offer sufficient cash continuity protection such that our executives will focus their full time and attention on the requirements of the business rather than the potential implications for their respective position in the event of a termination or change in control. After consultation with Alpine Rewards, we believe that our severance and change in control payments and benefits are appropriate.

We do not offer defined benefit pension plans or non-qualified deferred compensation plans to our employees, including our executive officers.

Tax and Accounting Considerations

While our compensation committee generally considers the financial accounting and tax implications to us of its executive compensation decisions, neither element was a material consideration in the compensation awarded to our NEOs in 2024. We are generally entitled to a U.S. federal income tax deduction with respect to compensation income paid to our service providers, subject to limitation under Section 162(m) of the Code with respect to compensation in excess of $1 million paid in any one year to each of certain of our current and former executive officers. Although the compensation committee will continue to consider tax implications as one factor in determining executive compensation, the compensation committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for our NEOs in a manner consistent with the goals of our executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m).

Insider Trading Policy

We have adopted and maintain an Amended and Restated Insider Trading Policy (Insider Trading Policy) governing the purchase, sale and/or other disposition of Company securities by our directors, officers, employees, and designated consultants, as well as their affiliates. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company also does not engage in open-market transactions in Company securities while in possession of material nonpublic information concerning the Company or its securities. The foregoing summary does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Anti-Hedging Policy

Our Insider Trading Policy, among other things, expressly prohibits our directors, officers, employees and designated consultants, as well as their affiliates, from engaging in short sales of our securities; or purchases or sales of puts, calls or other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership of any of the Company’s securities or an opportunity, direct or indirect, to profit from any change in the value of the Company’s securities or engage in any other hedging transaction with respect to the Company’s securities, at any time.

Clawback Policy

We have adopted a “clawback policy” compliant with Nasdaq listing standards which provides that, in the event that we are required to prepare an accounting restatement, we will attempt to recover from our current or former executive officers the pre-tax amount of incentive-based compensation in excess of what would have been paid to such executive officer after giving effect to the accounting restatement during the three completed fiscal years immediately preceding the earlier of (i) the date our board of directors, or a committee of our board of directors, or the officer or officers of the Company authorized to take such action if board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an accounting restatement, or (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an accounting restatement. For purposes of the policy, incentive-based compensation means any compensation that is granted, earned or vested based wholly or in part upon the attainment of any measures determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures (whether or not such measures are presented within the Company’s financial statements or included in a filing made with the SEC); stock price; and total stockholder return. If the incentive-based compensation is based on our stock price or total stockholder return and the amount of excess incentive-based compensation is not calculable directly from the information in an accounting restatement, the amount recovered will be based on a reasonable estimate of the effect of the accounting restatement on the stock price or total stockholder return upon which the incentive-based compensation was received.

Compensation Committee Report

Our compensation committee has reviewed the “Compensation Discussion and Analysis” section of this Proxy Statement required by Item 402(b) of Regulation S-K and discussed such section with management. Based on this review and discussions, the compensation committee recommended to the board of directors that the “Compensation Discussion and Analysis” be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on February 27, 2025.

By the Compensation Committee of the Board of Directors of Nuvalent, Inc.,

Emily Drabant Conley, Ph.D. (Chair)

Anna Protopapas

Cameron Wheeler, Ph.D.

Summary Compensation Table - 2024

The following table sets forth information regarding compensation awarded to, earned by, or paid to each of our NEOs during the periods indicated.

Grants of Plan-Based Awards

The following table sets forth information regarding grants of plan-based awards to our NEOs in 2024. All equity awards were granted under our 2021 Plan.

Outstanding Equity Awards at 2024 Fiscal Year-End

The following table sets forth information concerning outstanding equity awards held by our NEOs as of December 31, 2024.