PUMA BIOTECHNOLOGY, INC.
For the period ended Jun 11, 2026. Filed Apr 28, 2026.
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Jun 11, 2026 · Filed Apr 28, 2026
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Contents
Summary of Potential Payments
The following table summarizes the payments that would have been made to Messrs. Auerbach and Nougues upon the occurrence of a qualifying termination of employment (whether or not in connection with a change in control), assuming that the Named Executive Officer’s termination of employment with our Company occurred on December 31, 2025. Amounts shown do not include (i) accrued but unpaid salary through the date of termination, and (ii) other benefits earned or accrued by the Named Executive Officer during employment that are available to all salaried employees, such as accrued vacation. With respect to Mr. Ludwig, the payments and benefits described below reflect the actual amounts provided to Mr. Ludwig in connection with his termination of employment by us without cause on May 8, 2025, as described above. In addition, the following table does not include Mr. Hunt because he would not be entitled to any payments and/or benefits pursuant to any plan or agreement upon a termination of employment and/or change in control occurring on December 31, 2025.
The following table also assumes that a successor corporation would assume or provide substitute equity awards in a change in control.
| Name · Termination Without Cause or With Good Reason (Not in Connection with Change in Control) ($) · Termination Without Cause or With Good Reason (In Connection with Change in Control) ($) | |||
|---|---|---|---|
| Alan H. Auerbach | |||
| Cash Severance (1) | 2,142,066 | 4,284,132 | |
| Continued Health Benefits | 31,339 | 31,339 | |
| Acceleration of Equity Awards | — | 1,789,396 | (2) |
| 280G Excise Tax Gross-Up | — | — | (3) |
| Total | 2,173,405 | 6,104,867 | |
| Maximo F. Nougues | |||
| Cash Severance (4) | 562,961 | 562,961 | |
| Continued Health Benefits | 52,705 | 52,705 | |
| Acceleration of Equity Awards | — | 540,917 | (2) |
| Total | 615,666 | 1,156,583 | |
| Jeff J. Ludwig | |||
| Cash Severance (4) | 868,937 | — | |
| Continued Health Benefits | 64,847 | — | |
| Acceleration of Equity Awards | — | — | |
| Total | 933,784 | — | |
| (1) | In accordance with the terms of his agreement, Mr. Auerbach’s cash severance includes annual salary plus the maximum award amount payable under our short-term incentive compensation program for the year of termination, and in the case of a termination in connection with a change in control, these amounts are multiplied by two. |
| (2) | Represents the sum of the values attributable to the accelerated vesting of the unvested portion of all outstanding stock options and RSUs held by the executive officers as of December 31, 2025. The value of the accelerated equity awards was calculated based on the closing price of our common stock on December 31, 2025 (the last trading day of the year) of $5.95 per share. |
| (3) | No gross-up for excise taxes would be payable to Mr. Auerbach, or adjustments to his severance amounts, under his employment agreement if he had been terminated in connection with a change in control on December 31, 2025. |
| (4) | In accordance with the terms of their agreements, cash severance includes annual salary, and for Mr. Ludwig, the target award amount payable under our short-term incentive compensation program for the year of termination. |
OTHER COMPENSATION MATTERS
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