Exhibit 10.1
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
The purpose of this Non-Employee Director Compensation Policy (this “Policy”) of Nuvalent, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This Policy will become effective as of March 11, 2026 (the “Effective Date”) and as of the Effective Date shall supersede and replace the Company’s Non-Employee Director Compensation Policy that was previously adopted with an effectiveness date of March 26, 2024. In furtherance of the purpose stated above, all Outside Directors shall be paid compensation for services provided to the Company as set forth below:
Cash Retainers
Annual Retainer for Board Membership: $50,000 for general availability and participation in meetings and conference calls of the Company’s Board of Directors (the “Board”), to be paid quarterly in arrears, pro-rated based on the number of actual days served by the director during such calendar quarter. No additional compensation will be paid for attending individual meetings of the Board. |
Additional Annual Retainer for Non-Executive Chair: |
$35,000 |
Additional Annual Retainers for Committee Membership: |
|
Audit Committee Chair: |
$20,000 |
Audit Committee member: |
$10,000 |
Compensation Committee Chair: |
$15,000 |
Compensation Committee member: |
$7,500 |
Nominating and Corporate Governance Committee Chair: |
$10,000 |
Nominating and Corporate Governance Committee member: |
$5,000 |
Chair and committee member retainers are in addition to retainers for members of the Board. No additional compensation will be paid for attending individual meetings of the Board or committees of the Board.
Equity Retainers
Outside Directors shall be granted the equity awards described below. The awards described below shall be granted automatically, and without further action by the Board or the Compensation Committee of the Board, shall be granted under and shall be subject to the terms and provisions of the Company’s 2021 Stock Option and Incentive Plan, as it may be amended or restated from time to time, or any successor Company equity incentive plan then maintained by the Company (as applicable, the “Equity Plan”), and the forms of equity award agreements previously approved as of such time by the Board or the Compensation Committee of the Board, with the equity award agreements for such awards to set forth the vesting schedules applicable to such awards and such other terms as may be required by the Equity Plan and this Policy.
For purposes of this Policy, “Value” means with respect to any equity award, the grant date fair value of the award as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 or its successor provision, but excluding the impact of estimated forfeitures related to service-based vesting conditions.
Initial Award: An initial, one-time equity award will be granted to each new Outside Director upon his or her election to the Board, with such equity award comprised of an option to purchase shares of the Company’s Class A common stock (the “Initial Option”) and a restricted stock unit award with respect to shares of the Company’s Class A common stock (the “Initial RSU” and, together with the Initial Option, the “Initial Award”), such Initial Award having an aggregate Value of $750,000, 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 total Value of the Initial Award, provided, however, that the maximum number of shares of the Company’s Class A common stock subject to the Initial Option shall be 9,200 shares and the maximum number of shares subject to the Initial RSU shall be 6,250 shares, in each case subject to adjustment for subsequent stock splits or other similar changes in capitalization affecting the Company’s Class A common stock, with any fractional shares resulting from any such adjustment eliminated. The Initial Option (a) shall vest in equal monthly installments over three years from the date of grant, provided, however, that all vesting shall cease if the director ceases to remain in service on the Board, unless the Board determines that the circumstances warrant continuation of vesting, (b) shall expire ten years from the date of grant, and (c) shall have a per share exercise price equal to the fair market value of the Company’s Class A common stock on the date of grant as determined in accordance with the Equity Plan. The Initial RSU shall vest in equal annual installments over three years from the date of grant, provided, however, that all vesting shall cease if the director ceases to remain in service on the Board, unless the Board determines that the circumstances warrant continuation of vesting. This Initial Award applies only to Outside Directors who are first elected to the Board subsequent to the Effective Date.