DEF 14A of Kura Oncology, Inc., Apr 12, 2024

DEF 14A of Kura Oncology, Inc.

Filed Apr 12, 2024 · FY20230000950170-24-044066

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board of Directors currently consists of seven members. There are two directors in Class I whose term of office expires at the Annual Meeting. Each of the nominees listed below is currently a director of the Company who was nominated for re-election at the Annual Meeting by the Board of Directors and were each recommended for nomination to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. If elected at the Annual Meeting, each of these nominees for director would serve for a three-year term until our 2027 Annual Meeting of Stockholders, and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. Five of our current directors who served at the time of our 2023 Annual Meeting of Stockholders attended that meeting. Directors are elected by a plurality of the votes of the holders of shares present virtually or represented by proxy and entitled to vote on the election of directors. Accordingly, the two nominees receiving the most “For” votes (among votes properly cast at the Annual Meeting or by proxy) will be elected. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the two nominees named below or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by our Board of Directors. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve. The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. The Nominating and Corporate Governance Committee and the Board of Directors also seek to attain diversity and balance among directors of race, gender, geography, thought, viewpoints, and backgrounds. To those ends, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members through diversity and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director/nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why such member believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

  2. Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting of Stockholders

    Nominees for Election for a Three-year Term Expiring at the 2027 Annual Meeting of Stockholders Troy E. Wilson, Ph.D., J.D., 55, has served as our President and Chief Executive Officer and as the Chairman of our Board of Directors since March 2015. Dr. Wilson co-founded Kura in August 2014 and has served as the President and Chief Executive Officer as well as a member of the Company’s Board of Directors since August 2014. Dr. Wilson served as President and Chief Executive Officer of Wellspring Biosciences, Inc. (“Wellspring”), a privately-held biopharmaceutical company, and its parent company, Araxes Pharma LLC (“Araxes”), from July 2012 to March 2019 and currently serves as Executive Chairman and Sole Manager of Araxes and Executive Chairman of Wellspring. He served as President and Chief Executive Officer of Avidity Biosciences, Inc. (“Avidity”), then a privately-held biopharmaceutical company, from November 2012 to February 2019. Dr. Wilson served as the President and Chief Executive Officer and a member of the Board of Directors of Intellikine, Inc., a privately-held biopharmaceutical company, from April 2007 to January 2012 and from August 2007 to January 2012, respectively, until its acquisition by Takeda Pharmaceutical Company Limited. He has also been Executive Chairman and a member of the Board of Directors of Abintus Bio, Inc., a privately-held biopharmaceutical company, since November 2020, a member of the Board of Directors of Puma Biotechnology, Inc., a publicly-held biopharmaceutical company, since October 2013, and Chairman and a member of the Board of Directors of Avidity, now a publicly-held biopharmaceutical company, since February 2019 and November 2012, respectively. Dr. Wilson holds a J.D. from New York University and a Ph.D. in bioorganic chemistry and a B.A. in biophysics from the University of California, Berkeley. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Wilson’s experience in building and operating biopharmaceutical companies, oncology drug discovery and development, strategic partnering, capital raising and investor relations in the pharmaceutical industry as well as his experience serving in executive roles and on other boards of directors qualify him to serve on our Board of Directors, including serving as our Chairman. Faheem Hasnain, 65, has served as a member of our Board of Directors since April 2015 and as our Lead Independent Director since March 2020. Mr. Hasnain has served as Chairman of the Board of Directors of Gossamer Bio, Inc., a publicly-held biopharmaceutical company, since January 2018 and as Chief Executive Officer since November 2020 and previously served as Chief Executive Officer from January 2018 to July 2018. He has also served as Chairman of the Boards of Directors of Aspen Neuroscience, Inc., a privately-held biotechnology company, since April 2020, and Sling Therapeutics, Inc. (formerly VasaraGen, Inc.), a privately-held biopharmaceutical company, since April 2021. Previously, Mr. Hasnain was the President, Chief Executive Officer and on the Board of Directors of Receptos, Inc., a publicly-held biopharmaceutical company, from November 2010 until the company’s acquisition by Celgene Corporation in August 2015. Prior to that, Mr. Hasnain was the President and Chief Executive Officer and a director of Facet Biotech Corporation, a publicly-held biology driven antibody company with a focus in multiple sclerosis and oncology. He held that position from December 2008 until the company’s acquisition by Abbott Laboratories in April 2010. Previously, Mr. Hasnain was President, Chief Executive Officer and a director of PDL BioPharma, Inc. (“PDL BioPharma”), a publicly-held biopharmaceutical company, from October 2008 until Facet Biotech was spun off from PDL BioPharma in December 2008. From October 2004 to September 2008, Mr. Hasnain served at Biogen Inc. (“Biogen”), a publicly-held biotechnology company specializing in neurological disorders, autoimmune disorders and cancer, most recently as Executive Vice President in charge of the oncology/rheumatology strategic business unit. Prior to Biogen, Mr. Hasnain held roles with Bristol Myers Squibb Co., where he was President of the Oncology Therapeutics Network, and at GlaxoSmithKline plc and its predecessor organizations. He was Chairman of the Board of Directors of Panacea Acquisition Corp., a newly incorporated special purpose acquisition company, from May 2020 through February 2021, Tocagen Inc., a publicly-held gene therapy company, from November 2014 through January 2020, Vital Therapies, Inc., a publicly-held biotherapeutic company, from September 2017 through October 2019, and previously a director since August 2016, and Mirati Therapeutics, Inc., a publicly-held biotechnology company, from February 2019 to January 2024. Mr. Hasnain received a B.H.K. and B.Ed. from the University of Windsor Ontario in Canada. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Hasnain’s extensive experience as a member of senior management and boards of directors of multiple biopharmaceutical companies as well as his experience building and operating biopharmaceutical companies, development and commercialization of oncology products, strategic partnering and capital raising and investor relations in the biopharmaceutical industry qualify him to serve on our Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.

  3. Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Helen Collins, M.D., 62, has served as a member of our Board of Directors since July 2021. Dr. Collins currently serves as Chief Medical Officer of Enliven Therapeutics, Inc., a publicly-held biopharmaceutical company. Previously, Dr. Collins served in positions of increasing responsibility at Five Prime Therapeutics, Inc., a publicly-held biotechnology company, from June 2016 until the company’s acquisition by Amgen Inc. (“Amgen”) in April 2021, most recently as Executive Vice President and Chief Medical Officer. Prior to that, from June 2013 to June 2016, Dr. Collins held positions of increasing responsibility at Gilead Sciences, Inc. (“Gilead”), most recently as Program and Clinical Lead for Gilead’s GS-5829 (BET inhibitor) and GS-4059 (BTK inhibitor) programs, and Amgen from November 2009 to May 2013, most recently as Global Lead of Oncology Biosimilars. Dr. Collins has served on the Board of Directors of IO Biotech, Inc., a publicly-held biotechnology company, since November 2023. Prior to her career in the biopharmaceutical industry, Dr. Collins practiced as a medical oncologist/hematologist for 12 years. She earned her M.D. from Johns Hopkins University School of Medicine, completing her residency at Johns Hopkins Hospital and oncology fellowship at Stanford University School of Medicine, and her B.A. from Bryn Mawr College. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Collins’s extensive experience in oncology drug discovery and development, the design and conduct of clinical trials, management of a global, clinical development organization, strategic partnering in the pharmaceutical industry, and the duties and responsibilities of being a member of an executive leadership team of a publicly-traded biopharmaceutical company qualify her to serve on our Board of Directors. Thomas Malley, 55, has served as a member of our Board of Directors since October 2015. Mr. Malley has served as President of Mossrock Capital, LLC (“Mossrock”), a private investment firm, since May 2007. He worked for Janus Mutual Funds (“Janus”) in positions of increasing responsibility from April 1991 to May 2007. From January 1999 to May 2007, Mr. Malley served as the portfolio manager of the Janus Global Life Sciences Fund and also led the Janus healthcare team of analysts. From 1991 to 1998, Mr. Malley served as an equity analyst for Janus covering, among others, healthcare and biotechnology stocks. Mr. Malley has served on the Board of Directors of Kiniksa Pharmaceutical Corp., a publicly-held biopharmaceutical company, since December 2016, and previously served on the Board of Directors of BeiGene, Ltd., a publicly-held biotechnology company, from January 2016 to January 2024. Mr. Malley also serves as Chair of the Board of Directors of Project C.U.R.E., a non-profit medical relief organization. Mr. Malley holds a B.S. in Biology from Stanford University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Malley’s extensive experience as an equity analyst, portfolio manager and member of other boards of directors of publicly-traded companies in the biopharmaceutical industry qualify him to serve on our Board of Directors. Carol Schafer, 60, has served as a member of our Board of Directors since June 2021. Ms. Schafer previously worked at Wells Fargo Securities from 2007 to 2018, most recently as Vice Chair, Equity Capital Markets. Prior to that, Ms. Schafer served as Vice President of Finance and Business Development at Lexicon Pharmaceuticals, Inc. from 2003 to 2007. Earlier, she held positions of increasing responsibility at J.P. Morgan, most recently serving as Managing Director of Equity Capital Markets. Ms. Schafer has served on the Boards of Directors of Insmed Incorporated, a publicly-held biopharmaceutical company, since April 2020, Repare Therapeutics Inc., a publicly-held oncology company, since March 2019, and Immunome, Inc., a publicly-held biotechnology company, since January 2024, and previously served on the Boards of Directors of Idera Pharmaceuticals, Inc., a publicly-held biopharmaceutical company, from December 2018 to September 2022, and Five Prime Therapeutics, Inc., a publicly-held oncology company, from May 2019 until its acquisition by Amgen in April 2021. She holds an M.B.A from New York University’s Stern School of Business and a B.A. from Boston College. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Schafer’s extensive experience in financial services, including capital raising and investor relations in the pharmaceutical industry, operating experience for biopharmaceutical companies, and her experience serving in executive roles and on other boards of directors of publicly-traded biopharmaceutical companies qualify her to serve on our Board of Directors.

  4. Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Diane Parks, 71, has served as a member of our Board of Directors since October 2019. From February 2016 to July 2018, Ms. Parks served as Senior Vice President, Head of U.S. Commercial for Kite Pharma, Inc., a publicly-held biopharmaceutical company, which was acquired by Gilead, where she developed and executed the strategic plan for the commercial launch of Yescarta®, the first CAR-T therapy approved for large B-cell lymphoma. From October 2014 to October 2015, Ms. Parks served as Vice President, Head of Global Marketing for Pharmacyclics, Inc., a publicly-held biopharmaceutical company, which was acquired by AbbVie, Inc., where she was responsible for the marketing strategy and launch of Imbruvica®. From 2007 to 2014, she served as Vice President, Sales for Amgen, a publicly-held biotechnology company, where she successfully led the hospital and nephrology sales teams. From 1999 to 2002, she served as Senior Vice President, Specialty Biotherapeutics and Managed Care for Genentech, Inc., a publicly-held biotechnology company, which was acquired by F. Hoffmann-La Roche AG. She currently serves on the Boards of Directors of Calliditas Therapeutics AB, a publicly-held biopharmaceutical company, Soligenix, Inc., a publicly-held biopharmaceutical company, and Celularity Inc., a publicly-held biopharmaceutical company. Ms. Parks previously served on the Boards of Directors of CTI BioPharma Corp., a publicly-held biopharmaceutical company, from August 2021 until its acquisition by Swedish Orphan Biovitrum AB (Sobi) in June 2023. Ms. Parks earned an M.B.A. from Georgia State University and a B.S. from Kansas State University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Parks’ extensive experience as a member of senior management and boards of directors of multiple biopharmaceutical companies as well as her expertise in leading the overall strategy, organization and operations for oncology product commercial launches qualifies her to serve on our Board of Directors. Mary T. Szela, 60, has served as a member of our Board of Directors since November 2018. Ms. Szela has served as Chief Executive Officer and President and a member of the Board of Directors of TriSalus Life Sciences (formerly Surefire Medical, Inc.), a privately-held medical device company, since January 2018. From January 2016 to November 2016, Ms. Szela served as Chief Executive Officer of Aegerion Pharmaceuticals, Inc. (“Aegerion”), a publicly-held biopharmaceutical company, and served on its Board of Directors. In November 2016, Aegerion merged with QLT Inc. to form Novelion Therapeutics Inc., a publicly-held biopharmaceutical company, where, until November 2017, Ms. Szela served as Chief Executive Officer and as a member of its Board of Directors. Ms. Szela served as the Chief Executive Officer of Melinta Therapeutics, Inc., a publicly-held antibiotic development company, from April 2013 to August 2015. Ms. Szela has served on the Boards of Directors of Omega Therapeutics, Inc., a privately-held development-stage biotechnology company, since June 2019, and Sail Biomedicines, Inc. (formerly Senda Biosciences, Inc.), a privately held therapeutic platform company, since October 2020. Ms. Szela previously served on the Board of Directors of Coherus Biosciences, Inc., a publicly-traded biopharmaceutical company, from September 2014 until August 2021, Prometheus Biosciences, Inc., a publicly-traded biopharmaceutical company, from February 2021 until its merger with Splash Merger Sub, Inc., a wholly owned subsidiary of Merck & Co. Inc., in June 2023, and Alimera Sciences, Inc., a publicly-traded drug development company, from June 2018 until June 2021. Previously, Ms. Szela joined Abbott Laboratories (“Abbott”) in 1987 and held several leadership positions, including Senior Vice President of Global Strategic Marketing from January 2010 to May 2012 and Senior Vice President of U.S. pharmaceuticals from September 2008 to December 2009. Prior to Abbott, Ms. Szela worked for the University of Illinois Hospital. Ms. Szela earned a B.S. in Nursing and an M.B.A. from the University of Illinois. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Szela’s extensive experience as a member of senior management and boards of directors of multiple biopharmaceutical companies as well as her expertise in pharmaceutical company operations, development and commercial strategy, strategic partnering and commercial operations qualifies her to serve on our Board of Directors.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  6. Executive Compensation Philosophy and Objectives

    | What We Do |  Pay for Performance. We link pay to performance by generally heavily weighting total executive compensation to at-risk pay.  Thoughtful Analysis of Compensation Program. Our Compensation Committee reviews our compensation philosophy and strategy on an annual basis. Our Compensation Committee’s independent advisor provides information and data regarding competitive practices and pay levels, which is considered by the Compensation Committee prior to making compensation-related decisions.  Thorough Compensation Risk Assessment. Our Compensation Committee conducts an annual assessment of our compensation programs to promote prudent risk management.  Compensation Committee Independence and Experience. Our Compensation Committee is comprised solely of independent directors who have extensive relevant experience.  Independent Compensation Consultant. Our Compensation Committee selects and engages its own independent advisor.  Conduct an Annual Say-on-Pay Vote. We will hold an annual say-on-pay vote and are committed to taking the views of our stockholders into consideration when evaluating and making changes to our compensation program.  Stockholder-friendly Equity Practices. Our 2014 Plan no longer contains an evergreen provision, explicitly prohibits repricing, and does not allow liberal share recycling, among other stockholder-friendly features.  Clawback. Maintain two compensation recoupment (clawback) policies that apply to executive officers and that permit us to reduce or recover performance-based compensation if we are required to restate our financial results. | | What We Don’t Do | × No hedging or pledging in company securities | | | × No change in control excise tax gross-ups | | | × No backdating or repricing of stock options; no discounted stock options | | | × No pension or nonqualified deferred compensation |

  7. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retained Radford and Alpine Rewards to advise on our 2023 executive compensation programs, practices and decisions given their expertise in the life sciences industry and knowledge of competitive practices in the space. During 2023, Radford and Alpine Rewards provided the following services as requested by the Compensation Committee: Assisted in the development of the 2023 compensation peer group used to assess overall market competitive compensation practices; Prepared for Compensation Committee review a comprehensive analysis providing a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, target annual incentive opportunities, equity and target total direct compensation; Reviewed and assessed our current compensation programs and identified certain changes for the Compensation Committee’s consideration to potentially implement in order to remain competitive with the market; • Conducted an assessment of the equity practices of our peers, and assisted in the continued development of our equity compensation strategy; and • Advised on regulatory developments relating to executive compensation and collaborated on the risk assessment relating to employee compensation. Base salaries, equity awards, and cash bonuses were among the items reviewed based on market data provided by Radford and Alpine Rewards. During 2023, the Compensation Committee reviewed the fees provided to Radford and Alpine Rewards relative to their revenues, the services provided by Radford and Alpine Rewards to the Compensation Committee, any relationships between Radford and Alpine Rewards and their individual consultants and our executive officers, any stock ownership of the Company by and Radford and Alpine Rewards, and other factors relating to Radford and Alpine Rewards' independence, and concluded that Radford and Alpine Rewards are independent within the meaning of the Nasdaq listing standards and that their engagement did not present any conflict of interest.

  8. Compensation Peer Group and Market Data

    Compensation Peer Group and Market Data In setting compensation for our executive officers, including our NEOs, our Compensation Committee uses competitive compensation data from an annual total compensation study of selected peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. With the assistance of Radford, in September 2022, our Compensation Committee selected the primary compensation peer group that we used for our 2023 compensation decisions. The compensation peer group was generally developed from companies with a focus on early-stage pre-commercial public life sciences companies. We selected publicly-traded companies that, at the time the peer group was selected in September 2022, were at similar stages of development, with similar therapeutic focus if possible, had a market valuation generally between $350 million and $3.0 billion, a headcount range between 40 to 350 employees and were located in biotech hubs. Our primary compensation peer group for 2023 consisted of the following companies:

  9. Compensation Peer Group and Market Data

    | Arcus Biosciences (RCUS) | Iovance Biotherapeutics (IOVA) | | Arvinas (ARVN) | Mersana Therapeutics (MRSN) | | Atara Biotherapeutics (ATRA) | Relay Therapeutics (RLAY) | | Cogent Biosciences (COGT) | Replimune Group (REPL) | | Day One Biopharmaceuticals (DAWN) | Revolution Medicines (RVMD) | | Deciphera Pharmaceuticals (DCPH) | Rhythm Pharmaceuticals (RYTM) | | Erasca (ERAS) | SpringWorks Therapeutics (SWTX) | | IGM Biosciences (IGMS) | Syndax Pharmaceuticals (SNDX) | | ImmunoGen (IMGN) | Zentalis Pharmaceuticals (ZNTL) | | Immunovant (IMVT) | Zymeworks (ZYME) |

  10. Compensation Peer Group and Market Data

    The Compensation Committee adjusts actual positioning for our executives vis-à-vis the competitive market either up or down, to reflect experience, performance levels and market factors, as deemed appropriate by the Compensation Committee or the Board of Directors. In addition to using our compensation peer group as a data point, our compensation decisions are based on factors such as individual and Company performance, market data, internal equity, experience and strategic needs. As a result of evaluating compensation based on the criteria described above, total target compensation for our NEOs may in certain circumstances be above or below the median levels of the peer group.

  11. Elements of Our Executive Compensation Program

    Elements of Our Executive Compensation Program The key elements of our executive compensation program include base salary, annual cash incentive awards, equity-based awards, and health, welfare and retirement programs. Except with respect to annual cash incentive plan awards, which typically are expressed as a pre-determined percentage of each executive officer’s base salary, we do not use specific formulas or weightings in determining the allocation of the various pay elements. The following chart summarizes the three main elements of compensation, their objectives, and key features.

  12. Annual Incentive Opportunities

    Annual Incentive Opportunities In addition to base salaries, our NEOs are eligible to receive annual incentives, which are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and individual goals and to reward our executives who significantly impact our corporate results. Annual corporate goals are established by the Board of Directors at the beginning of each year to which they relate, taking into consideration the recommendations of the Compensation Committee. For all executives other than the CEO, individual performance goals are also established. The actual annual incentive earned by each NEO is generally determined based on (i) the individual’s target incentive opportunity, as a percentage of base salary, (ii) achievement of corporate goals, and, for our NEOs other than our CEO (iii) individual performance, which may be measured against pre-established individual performance goals specified for any particular year and/or a general individual performance assessment for such period. At the close of the applicable fiscal year, the Compensation Committee reviews all facets of our corporate performance, including our achievement of Board-approved strategic objectives and completes a qualitative assessment of our performance based on a holistic retrospective assessment of our achievements. This conclusion reflects the Compensation Committee’s views as to whether the corporate goals were met, whether the executive has achieved his or her individual performance goals, and whether there were any other extraordinary factors that should be considered in determining the amount of annual incentive earned for the year. In making the final decision on the amount of annual incentives earned, if any, the Compensation Committee considers the review of the year-end financial results as well as the performance reviews for the executive officers given by the CEO with respect to the other NEOs. The Compensation Committee believes that maintaining discretion to evaluate corporate and individual performance at the close of the year based on the totality of the circumstances, and to award or fail to award annual incentive compensation without reliance on rote calculations under set formulas, is appropriate in responsibly discharging its duties given the rapidly evolving environment in which the Company makes strategic decisions. The Compensation Committee recommends, and our Board of Directors makes the final decisions with respect to annual incentives awarded to our CEO. Payouts of earned annual incentives, if any, are generally made in the year following the year of performance.

  13. 2023 Annual Incentive Opportunities and Achievements

    2023 Annual Incentive Opportunities and Achievements The target amount for the annual incentive opportunities for our executives is generally established at the outset of the fiscal year or in the executive officer’s employment agreement and is generally based on a percentage of the executive’s base salary that is intended to be competitive with that offered to similarly-situated executives, to the extent such comparable positions exist. The 2023 target annual incentive opportunities for each of our NEOs is provided in the chart below. Such percentages were not changed from the 2022 levels.

  14. 2023 Annual Incentive Opportunities and Achievements

    | Executive | 2023 Target Annual Incentives (% of Base Salary) | | Troy E. Wilson, Ph.D., J.D. | 55% | | Stephen Dale, M.D. | 40% | | Kathleen Ford | 40% | | Teresa Bair, J.D. | 40% |

  15. 2023 Annual Incentive Opportunities and Achievements

    The maximum target payout for the corporate goals achievement is 150%, and the maximum target payout for individual performance is 150%. For 2023, the corporate goals were weighted at 100% for Dr. Wilson and at 75% for the other NEOs, with the remaining 25% tied to their individual performance.

  16. Corporate Performance

    | Metric | Weighting | | Achieved | | Total Bonus Achievement | | | Base Goals | Stretch Goals | Base Goals | Stretch Goals | | | Ziftomenib Monotherapy Registration | 25% | 30% | 25% | 20% | | | Ziftomenib Monotherapy Registration – Continued | 25% | — | 25% | — | | | Ziftomenib Lifecycle Management | 20% | — | 15% | — | | | Tipifarnib | 5% | — | 5% | — | | | KO-2806 | 15% | | 15% | | | | Corporate Strategy | 5% | 20% | 5% | 20% | | | Organizational | 5% | — | 5% | — | | | Total | 100% | 50% | 95% | 40% | 135% |

  17. Amounts Earned

    Amounts Earned The table below reflects the target and actual annual incentives paid to our NEOs for performance in 2023. Dr. Wilson’s annual incentives solely reflected our corporate goal achievement of 135%; each of the other NEOs reflected our corporate goal achievement of 135%, and individual performance achievement of 125% for Dr. Dale, and 100% for Mss. Ford and Bair, weighted at 25% of the total actual annual incentives.

  18. Amounts Earned

    | | Annual Incentives | | | Executive | Target ($) | Actual ($) | | Troy E. Wilson, Ph.D., J.D. | 355,245 | 479,581 | | Stephen Dale, M.D.(1) | 215,306 | 291,013 | | Kathleen Ford | 199,680 | 252,096 | | Teresa Bair, J.D. | 176,800 | 223,210 |

  19. Amounts Earned

    (1) Dr. Dale’s target annual incentive amount is based on his GBP annual base salary converted to USD at the average annual exchange rate of 1 GBP to 1.2440 USD. Dr. Dale’s actual annual incentive reflects the achievement of 125% of his individual performance goals and has been converted at a spot rate of 1 GBP to 1.2690 USD.

  20. Long-Term Incentive Program

    Long-Term Incentive Program Our long-term, equity-based incentive awards are designed to align the interests of our NEOs and our other employees, non-employee directors and consultants with the interests of our stockholders. Because vesting is generally subject to continued service over a period of several years following the date of grant, our equity-based incentives also serve as a retention device for NEOs and other service providers. We generally provide initial equity-based incentive awards in connection with the commencement of employment of our NEOs as an inducement to commencement of employment. We award annual equity-based incentive awards at or shortly following the end of each year. Awards are subject to vesting over a period of multiple years to provide long-term incentives to deliver sustained stockholder value and to facilitate retention. We have historically granted equity compensation to our NEOs primarily in the form of stock options. The Compensation Committee views stock options as inherently performance-based compensation that provides a direct link between executive pay and stockholder return, as the value realized, if any, by the executive, is dependent upon, and directly proportionate to, appreciation in stock price over the exercise period and throughout the remaining term prior to exercise. Additionally, stock options will not provide value to the holder if the value of our stock price does not increase after the award is granted. In 2022, our Compensation Committee decided to introduce RSUs into our long-term incentive mix and granted our NEOs a mix of awards consisting of stock options and RSUs. We believe that RSUs are a strong retention vehicle, particularly during periods of stock price volatility, and can allow us to reduce share usage and manage our available equity pool more efficiently. In September 2022, our Board approved, subject to stockholder approval in May 2023, the award of PSUs to all our NEOs as part our executive compensation package. The PSUs were granted in May 2023 upon such stockholder approval. We believe PSUs create a strong link to the Company’s long-term performance, and closely align the interests of our NEOs with those of our stockholders because the value of the grants are directly tied to performance goal attainment. As such, for 2023, we used stock options, RSUs and PSUs (together referred to as equity awards) to provide long-term incentives to our NEOs. The Compensation Committee chose an award mix for annual 2023 equity grants (based on target grant date values) which consisted of approximately 75% RSUs and 25% stock options.

  21. 2023 Equity Awards

    2023 Equity Awards In February 2023, the Compensation Committee (and with respect to Dr. Wilson, our Board of Directors) approved annual stock options and RSUs for our NEOs, which vest over a four-year period. In determining the stock option and RSU grants to our NEOs in 2023, our Compensation Committee reviewed market data and considered a blended value and percent of Company approach. Consistent with our compensation philosophy, the Compensation Committee focused a larger portion of total direct compensation in the form of long-term equity awards, including performance-based awards that only vest upon achievement of the specific, objective criteria described below, which if achieved, the Compensation Committee believes will drive long-term differentiated value relative to our peers and maximize long-term stockholder value. We believe that our emphasis on equity compensation serves to retain our executives and align their interests with those of our stockholders. In September 2022 and May 2023, our Board of Directors and stockholders, respectively, approved PSU grants to each of our NEOs. The following table sets forth the number of shares underlying each of the 2023 equity award grants.

  22. 2023 Equity Awards

    | Executive | Stock Option Grant (#) | RSU Grant (#) | PSU Grant (#) | | Troy E. Wilson, Ph.D., J.D. | 560,000 | — | 547,500 | | Stephen Dale, M.D. | 185,000 | 23,125 | 247,500 | | Kathleen Ford | 185,000 | — | 146,700 | | Teresa Bair, J.D. | 138,750 | 23,125 | 146,700 |

  23. 2023 Equity Awards

    The stock options granted in 2023 vest monthly over a four-year period, subject to the NEO’s continued service with us. The RSUs vest in equal annual installments over a four-year period, subject to the NEO’s continued service with us. The PSU grants are eligible to commence vesting if the Company achieves certain challenging and ambitious long-term performance goals as defined in the PSU grant that, if achieved, will drive significant stockholder value creation. Each such PSU will vest as follows: • 1/6th of the shares vest upon Board certification of approval by the U.S. Food and Drug Administration of a New Drug Application in the AML setting for ziftomenib (the “NDA Milestone”); • 1/6th of the shares vest upon the one-year anniversary of the NDA Milestone; • 1/6th of the shares vest upon Board certification of the initiation of a registration-enabling trial of ziftomenib in combination with standard of care treatment in AML (the “Registration-Enabling Milestone”); • 1/6th of the shares vest upon the one-year anniversary of the Registration-Enabling Milestone; 1/6th of the shares vest upon Board certification of the initiation of a Phase 2 study of a proprietary farnesyl transferase inhibitor plus another targeted therapy (the “Phase 2 Milestone”); and 1/6th of the shares vest upon the one-year anniversary of the Phase 2 Milestone. Vesting of each PSU is subject to the respective NEO’s continued service with us as of each corresponding vesting date.

  24. Additional Policies and Practices

    Additional Policies and Practices Anti-Hedging and Pledging Policies Under our Insider Trading Policy, directors and executive officers, as well as employees, are prohibited from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, pledges, or other inherently speculative transactions with respect to the Company’s stock. In addition, no employee, officer, director, agent or immediate family members may trade in the Company’s stock while in the possession of inside information, and executive officers, directors and certain other employees may only trade in the Company’s stock during company-specified window periods, such as after the release of earnings data for two full trading days. As of the date of this proxy statement, no shares of Company common stock were pledged by any director or executive officer. The disclosure under the caption “Anti-Hedging and Pledging Policies” is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. Timing of Equity Awards Grants of equity awards to our executive officers are generally determined and approved at our pre-scheduled Compensation Committee meetings whenever practicable, with the grant date of annual awards typically occurring at the beginning of the year. However, the Compensation Committee may otherwise approve the grant of equity awards in advance of its next scheduled meeting in connection with a new hire, promotion, and other circumstances where the Compensation Committee deems it appropriate to make such grants. The 2023 annual equity grants were approved at the regularly scheduled meeting of the Compensation Committee held in February 2023 for each of the NEOs. The PSU grants made to each NEO were approved by the Board of Directors in September 2022 and by the stockholders in May 2023. All stock options are granted with an exercise price that is not less than the closing price of our common stock on the grant date. It is our policy not to purposely accelerate or delay the public release of material information in consideration of a pending equity grant to allow the grantee to benefit from a more favorable stockholder return. For accounting purposes, if there is material non-public information at the grant date, it is incorporated into the grant date fair value of the awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) and Staff Accounting Bulletin 99.

  25. Executive Employment Agreements

    Executive Employment Agreements We have entered into employment agreements with each of our NEOs that provide for the basic terms of their employment, including the details of their compensation as well as certain severance and change of control benefits. Each of our NEOs is employed at will and may be terminated at any time for any reason. The terms of the employment agreements are described in greater detail in the section entitled “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Agreements with our Named Executive Officers.”

  26. Severance and Change in Control Benefits

    Severance and Change in Control Benefits Regardless of the manner in which our NEOs service terminates, our NEOs are entitled to receive amounts previously earned during his or her term of service, including accrued and unpaid salary and unused vacation pay. Under the employment agreements for our NEOs, all severance payments are conditioned upon the executive providing a release of claims against us. If we terminate the executive’s employment without cause or the executive resigns for good reason more than 59 days prior to or 12 months after the closing of a corporate transaction, we will pay: • a cash lump-sum payment in an amount equal to 12 months of the executive’s then annual base salary; and • payment of COBRA group health insurance premiums for up to 12 months. The employment agreements for our NEOs also provide that if we terminate the executive’s employment without cause or the executive resigns for good reason within 59 days before, on or within 12 months after the closing of a corporate transaction, we will pay: • with respect to Dr. Wilson, a cash lump-sum payment in an amount equal to 15 months of Dr. Wilson’s then annual base salary (increased to 18 months in April 2024); • with respect to Dr. Dale and Mss. Ford and Bair, a cash lump-sum payment in an amount equal to 12 months of the executive’s then annual base salary; • a cash lump-sum payment in an amount equal to the executive’s full target bonus amount for services to be performed during the year in which the corporate transaction occurs (increased to 150% of the full target bonus amount for Dr. Wilson in April 2024); • with respect to Dr. Wilson, payment of COBRA group health insurance premiums for up to 15 months (increased to 18 months for Dr. Wilson in April 2024); • with respect to Dr. Dale and Mss. Ford and Bair, payment of COBRA group health insurance premiums for up to 12 months; and • accelerated vesting of all of the executive’s outstanding stock awards in full. For purposes of our Named Executive Officer employment agreements: “cause” generally means, (1) being convicted of or pleading guilty or nolo contendere to a felony or any crime involving moral turpitude or dishonesty; (2) participating in a fraud or act of dishonesty against us; (3) materially breaching any agreement with us or any of our written policies, and not curing such breach within five days of our written notice of such breach; (4) engaging in conduct that demonstrates gross unfitness to serve; or (5) engaging in willful misconduct or refusing to comply with any lawful directive of us, and not curing such noncompliance within five days of our written notice of such noncompliance. “good reason” generally means, if any of the following actions are taken by us without such executive officer’s written consent: (1) a material reduction in the executive’s base salary, unless pursuant to a generally applicable salary reduction program; (2) a material reduction in the executive’s duties (including responsibilities and/or authorities); (3) if applicable, a material reduction in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report, including a requirement that the executive report to someone other than our Chief Executive Officer; (4) relocation of the executive’s principal place of employment to a place that increases his or her one-way commute by more than 50 miles; or (5) any other action or inaction that constitutes a material breach by us of the executive’s employment agreement or other service agreement. “corporate transaction” generally means the consummation, in a single transaction or is a series of related transactions, of (1) a sale, lease, or other disposition or all or substantially all of our consolidated assets; (2) a merger, consolidation, or similar transaction following which we are not the surviving entity, or (3) a merger, consolidation or similar transaction following which we are the surviving entity but the units outstanding immediately preceding the transaction are converted or exchanged into other property, whether in the form of securities, cash or otherwise We believe that these severance benefits are an important element of our executive compensation and retention program, particularly in the context of a corporate transaction where provision of such benefits eliminates, or at least reduces, the reluctance of our executive officers to diligently consider and pursue potential transactions that may be in the best interests of our stockholders. We also believe that our severance benefit arrangements with our NEOs are consistent with compensation arrangements provided in a competitive market for executive talent and the events triggering payment represent appropriate hurdles for the severance benefits. We further believe that the benefits of such severance arrangements, including generally requiring a release of claims against us as a condition to receiving the severance benefits, are in the best interests of the company. In addition, each of our current NEOs holds outstanding equity awards under the 2014 Plan were granted subject to our form of award agreement. The employment agreements with our NEOs provide for accelerated vesting of their equity awards upon an involuntary termination (both termination without cause and resignation for good reason) that occurs in connection with a change of control transaction. The Compensation Committee and our Board of Directors believe these accelerated vesting provisions are relatively common for companies in our industry at similar stages of development, based on the collective knowledge and experiences of the Compensation Committee members (and without reference to specific peer group data), and allow us to attract and retain highly qualified executive officers. In addition, we believe these accelerated vesting provisions will allow our NEOs to focus on closing a transaction that may be in the best interest of our stockholders even though the transaction may otherwise result in a termination of their employment and, absent such accelerated vesting, a forfeiture of their unvested equity awards.

  27. Clawbacks

    Clawbacks We maintain an Incentive Compensation Recoupment Policy (“Clawback Policy”), adopted on April 4, 2023, pursuant to which the Company may recoup certain compensation from the Company’s executive officers in the event of fraud or willful misconduct. The Clawback Policy provides that the Company can recoup from executive officers any cash or equity-based incentive compensation (including any award of options, PSUs or RSUs) that, due to the attainment of a financial reporting measure, an executive officer was granted, earned, paid or that became vested during the prior three years in the event that there is a material restatement of financial results due to fraud or willful misconduct of the executive officer from whom recoupment is sought. The Board of Directors or an appropriate committee thereof has discretion to determine whether and to what extent to seek recoupment based on specific facts and circumstances. In October 2023, in order to comply with SEC rules under Section 10D-1 of the Exchange Act and Nasdaq listing standards the Compensation Committee adopted the Company’s Incentive Compensation Recoupment Policy, which is separate from and in addition to the Clawback Policy. In the event of an accounting restatement, under the Incentive Compensation Recoupment Policy, the Compensation Committee, as the committee of the Board responsible for administering the policy, is authorized to recover certain incentive-based compensation paid to an executive officer of the Company on or after October 2, 2023 to the extent such incentive-based compensation was erroneously paid on the basis of financial results in respect of any of our three most recently completed fiscal years preceding the restatement. Additionally, as a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, the Chief Executive Officer and Chief Financial Officer may be legally required to reimburse our Company for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

  28. Summary Compensation Table for Fiscal 2023, 2022 and 2021

    Summary Compensation Table for Fiscal 2023, 2022 and 2021

  29. Summary Compensation Table for Fiscal 2023, 2022 and 2021

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($) | Total ($) | | Troy E. Wilson, Ph.D., J.D. | 2023 | 645,900 | — | — | 4,034,744 | 479,581 | 91,182(5) | 5,251,407 | | President and Chief Executive Officer | 2022 | 621,000 | 119,542 | — | 4,242,447 | 262,994 | 58,366(5) | 5,304,349 | | | 2021 | 600,000 | 94,875 | — | 7,759,172 | 202,125 | 87,612(5) | 8,743,784 | | Stephen Dale, M.D.(6) | 2023 | 538,264(6) | — | 277,269 | 1,332,907 | 291,013 | 26,020(8) | 2,465,473 | | Chief Medical Officer | 2022 | 463,600(6) | 47,515(7) | 522,135 | 2,236,927 | 161,100 | 12,200(8) | 3,443,477 | | | 2021 | 489,014(6) | 119,595(7) | — | 2,117,100 | 183,851 | 19,122(8) | 2,928,682 | | Kathleen Ford | 2023 | 499,200 | — | — | 1,332,907 | 252,096 | 73,650(9) | 2,157,853 | | Chief Operating Officer | 2022 | 480,000 | 50,400 | 309,885 | 1,465,573 | 158,880 | 64,959(9) | 2,529,697 | | | 2021 | 463,250 | 39,956 | — | 2,963,940 | 131,447 | 54,664(9) | 3,653,257 | | Teresa Bair, J.D. | 2023 | 442,000 | — | 277,269 | 999,680 | 223,210 | 40,175(10) | 1,982,333 | | Chief Legal Officer and Secretary | | | | | | | | |

  30. Summary Compensation Table for Fiscal 2023, 2022 and 2021

    Unless otherwise noted, amounts shown represent 2022 and 2021 discretionary bonuses approved by the Board of Directors, which were paid in cash in February 2023 and February 2022, respectively. (2) The amounts shown in this column represent the aggregate grant date fair value of all time-based RSU and PSU awards for the years indicated, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair value for time-based RSUs is measured in accordance with ASC 718 and based on the closing price of our common stock on the date of grant. In 2023, our Named Executive Officers were also granted PSUs. Under SEC rules, these PSUs are valued based on the probable outcome of the performance conditions associated with these awards, the achievement of which was determined to be not probable at grant. As a result, no amount in respect of the PSUs granted in 2023 has been included in the table above. The maximum potential value of these PSUs at the grant date, computed in accordance with ASC 718, and assuming the performance conditions are achieved in full, is $7,292,700 for Dr. Wilson, $3,296,700 for Dr. Dale, $1,954,044 for Ms. Ford, and $1,954,044 for Ms. Bair. The amounts shown in this column do not necessarily correspond to the actual value recognized or that may be recognized by our Named Executive Officers. For further information regarding such equity awards, please see the “Grants of Plan-Based Awards” and “Outstanding Equity Awards at Fiscal Year End” tables and related footnotes below and “Long-Term Incentive Program” in our CD&A above. (3) The amounts shown in this column represent the aggregate grant date fair value of all stock option awards granted for the years indicated. These amounts have been computed in accordance with ASC 718, using the Black-Scholes option-pricing model. Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The amounts shown in this column do not necessarily correspond to the actual value recognized or that may be recognized by our Named Executive Officers. (4) Amounts shown represent performance bonuses earned in 2023, 2022 and 2021, which were paid in cash in January 2024, February 2023 and February 2022, respectively. Dr. Dale’s performance bonuses earned in 2023, 2022 and 2021 were paid in GBP. The amounts reported here for 2023, 2022 and 2021 reflect USD and were converted at the spot rates of 1 GBP to 1.2690 USD, 1 GBP to 1.2076 USD and 1 GBP to 1.3485 USD, respectively. (5) Consists of (i) $13,200, $12,200 and $11,600 for safe harbor 401(k) contributions for 2023, 2022 and 2021, respectively, (ii) $1,635 for long-term disability insurance premiums for 2023 and $1,634 for each of 2022 and 2021, (iii) $60,821, $17,662 and $59,955 for commuting expenses in 2023, 2022 and 2021, respectively, inclusive of tax gross up payments of $26,944, $7,824 and $30,967 in 2023, 2022 and 2021, respectively, and (iv) $15,526, $26,870 and $14,423 for a payout for unused vacation and floating holidays in 2023, 2022 and 2021, respectively. (6) Effective February 2021, Dr. Dale’s base salary is paid in GBP. The amount reported here reflects USD based on the average annual exchange rates. The average annual exchange rate for 2023, 2022 and 2021 was approximately 1 GBP to 1.2440 USD, 1 GBP to 1.2371 USD and 1 GBP to 1.3764 USD, respectively. The 2022 amount represents a discretionary bonus paid in February 2023 for 2022 performance which was converted at the spot rate of 1 GBP to 1.2076 USD. The 2021 amount includes (i) a $78,446 discretionary spot bonus paid in June 2021, converted at the spot rate of 1 GBP to 1.4063 USD, inclusive of a tax gross up payment of $36,257, in recognition of Dr. Dale’s significant contributions and ongoing leadership of the clinical strategy, and (ii) a $41,149 discretionary bonus paid in February 2022, converted at the spot rate of 1 GBP to 1.3485 USD, for 2021 performance. Consists of (i) $13,200, $12,200 and $11,600 for contributions to Dr. Dale’s UK based retirement account for 2023, 2022 and 2021, respectively, (ii) $12,820 for a payout for unused vacation in 2023, converted at the spot rate of 1 GBP to 1.2326 USD, and (iii) $7,522 for a foreign currency exchange rate true-up in February 2021 concurrent with an amendment to Dr. Dale’s executive employment agreement to update his salary from USD to GBP. Consists of (i) $13,200, $12,200 and $11,600 for safe harbor 401(k) contributions for 2023, 2022 and 2021, respectively, (ii) $48,450, $31,990 and $31,929 for commuting and parking expenses in 2023, 2022 and 2021, respectively, inclusive of tax gross up payments of $21,488, $14,187 and $14,350 in 2023, 2022 and 2021, respectively, and (iii) $12,000, $20,769 and $11,135 for a payout for unused vacation and floating holidays in 2023, 2022 and 2021, respectively. (10) Consists of (i) $13,200 for safe harbor 401(k) contributions, (ii) $16,350 for commuting expenses, inclusive of tax gross up payments of $7,554, and (iii) $10,625 for payouts for unused vacation.

  31. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table presents, for each of our Named Executive Officers, information concerning grants of plan-based awards made during the fiscal year ended December 31, 2023. This information supplements the information about these awards set forth in the Summary Compensation Table above.

  32. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or | All Other Options Awards: Number of Securities Underlying | Exercise Price of Option Awards | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Target ($)(1) | Maximum ($) | Target (#) | Units (#) | Options (#) | ($/Sh) | Awards ($)(2) | | Troy E. Wilson, Ph.D., J.D. | | 355,245 | 532,868(3) | — | — | — | — | — | | | 2/16/2023 | — | — | — | — | 560,000 | 11.99 | 4,034,744 | | | 5/31/2023 | — | — | 547,500 | — | — | — | — | | Stephen Dale, M.D.(4) | | 215,306 | 322,958(5) | — | — | — | — | — | | | 2/16/2023 | — | — | — | 23,125 | — | — | 277,269 | | | 2/16/2023 | — | — | — | — | 185,000 | 11.99 | 1,332,907 | | | 5/31/2023 | — | — | 247,500 | — | — | — | — | | Kathleen Ford | | 199,680 | 299,520(5) | — | — | — | — | — | | | 2/16/2023 | — | — | — | — | 185,000 | 11.99 | 1,332,907 | | | 5/31/2023 | — | — | 146,700 | — | — | — | — | | Teresa Bair, J.D. | | 176,800 | 265,200(5) | — | — | — | — | — | | | 2/16/2023 | — | — | — | 23,125 | — | — | 277,269 | | | 2/16/2023 | — | — | — | — | 138,750 | 11.99 | 999,680 | | | 5/31/2023 | — | — | 146,700 | — | — | — | — |

  33. Grants of Plan-Based Awards

    (1) This column reflects target annual incentive bonus opportunity for each Named Executive Officer for 2023. For a description of the 2023 annual incentive program, see “2023 Annual Incentive Opportunities and Achievements.” (2) The amounts shown in this column represent the grant date fair value of equity awards granted to our Named Executive Officers in 2023, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. For options, these amounts have been computed in accordance with ASC 718, using the Black-Scholes option-pricing model. The grant date fair value for RSUs is measured in accordance with ASC 718 and based on the closing price of our common stock on the date of grant. With respect to the PSUs, the achievement of such outcome was determined to be not probable at grant and as a result, no amount in respect of the PSUs has been included in the table. The amounts shown in this column do not necessarily correspond to the actual value recognized or that may be recognized by our Named Executive Officers. (3) Amount represents 150% of the respective target amount for the corporate goals which are weighted at 100%. There is no minimum amount payable for a certain level of performance. (4) Dr. Dale’s target and maximum amounts have been calculated based on his GBP annual salary converted to USD at the average annual foreign exchange rate of 1 GBP to 1.2440 USD. Amount is calculated as the sum of (i) 150% of the respective target amount for the corporate goals which are weighted at 75% and (ii) 150% of the respective target amount for the individual goals which are weighted at 25%. There is no minimum amount payable for a certain level of performance.

  34. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

  35. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2023.

  36. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of securities underlying unexercised options (exercisable) (#) | Number of securities underlying unexercised options (unexercisable) (#) | Option exercise price ($/share) (2) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Troy E. Wilson, Ph.D., J.D. | 1/29/2016 | 6,945 | — | 4.80 | 1/28/2026 | — | — | — | — | | | 1/23/2017 | 90,210 | — | 6.15 | 1/22/2027 | — | — | — | — | | | 1/24/2018 | 275,000 | — | 20.00 | 1/23/2028 | — | — | — | — | | | 1/22/2019 | 220,000 | — | 15.47 | 1/21/2029 | — | — | — | — | | | 1/30/2020 | 385,742 | 8,208(4) | 11.86 | 1/29/2030 | — | — | — | — | | | 1/26/2021 | 267,239 | 99,261(4) | 32.80 | 1/25/2031 | — | — | — | — | | | 1/26/2022 | 237,187 | 257,813(4) | 14.15 | 1/25/2032 | — | — | — | — | | | 2/16/2023 | 116,666 | 443,334(4) | 11.99 | 2/15/2033 | — | — | — | — | | | 5/31/2023 | — | — | — | — | — | — | 547,500(5) | 7,873,050 | | Stephen Dale, M.D. | 8/24/2020 | 166,666 | 33,334(6) | 21.98 | 8/23/2030 | — | — | — | — | | | 1/26/2021 | 72,916 | 27,084(4) | 32.80 | 1/25/2031 | — | — | — | — | | | 1/26/2022 | 125,062 | 135,938(4) | 14.15 | 1/25/2032 | 27,675(7) | 397,967 | — | — | | | 2/16/2023 | 38,541 | 146,459(4) | 11.99 | 2/15/2033 | 23,125(7) | 332,538 | — | — | | | 5/31/2023 | — | — | — | — | — | — | 247,500(5) | 3,559,050 | | Kathleen Ford | 8/9/2019 | 215,625 | — | 19.43 | 8/8/2029 | — | — | — | — | | | 1/30/2020 | 44,447 | 946(4) | 11.86 | 1/29/2030 | — | — | — | — | | | 1/26/2021 | 102,083 | 37,917(4) | 32.80 | 1/25/2031 | — | — | — | — | | | 1/26/2022 | 81,937 | 89,063(4) | 14.15 | 1/25/2032 | 16,425(7) | 236,192 | — | — | | | 2/16/2023 | 38,541 | 146,459(4) | 11.99 | 2/15/2033 | — | — | — | — | | | 5/31/2023 | — | — | — | — | — | — | 146,700(5) | 2,109,546 | | Teresa Bair, J.D. | 10/18/2021 | 104,000 | 88,000(6) | 17.51 | 10/17/2031 | — | — | — | — | | | 2/16/2023 | 28,906 | 109,844(4) | 11.99 | 2/15/2033 | 23,125(7) | 332,538 | — | — | | | 5/31/2023 | — | — | — | — | — | — | 146,700(5) | 2,109,546 |

  37. Outstanding Equity Awards at Fiscal Year End

    (1) All of the awards were granted under the 2014 Plan, the terms of which are described below under “Equity Compensation Plans—Amended and Restated 2014 Equity Incentive Plan.” (2) All of the option awards were granted with a per share exercise price equal to the closing sales price for our common stock on the Nasdaq Global Select Market as of the grant date. (3) Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing price of our common stock on December 29, 2023 (the last trading day of 2023), which was $14.38. The actual value realized by the Named Executive Officer depends on whether the shares vest and the future performance of our common stock. (4) 1/48th of the shares vest monthly over the four years following the applicable grant date set forth in the table above. In addition, the vesting of the option accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above and “Potential Payments Upon Termination or Change of Control” below. 1/6th of the shares vest upon the achievement of six separate performance milestones and service conditions. See “Long-Term Incentive Program—Equity Awards” in our CD&A above for further details. In addition, the vesting of the PSUs accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above and “Potential Payments Upon Termination or Change of Control” below. 1/4th of the shares vest on the one-year anniversary of the vesting commencement date and 1/48th of the shares vest monthly thereafter for the remaining three years. In addition, the vesting of the option accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above and “Potential Payments Upon Termination or Change of Control” below. 1/4th of the shares vest in annual installments on the anniversary the applicable grant date set forth in the table above. In addition, the vesting of the RSUs accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above and “Potential Payments Upon Termination or Change of Control” below.

  38. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information regarding stock awards that vested during 2023 for our Named Executive Officers. None of our Named Executive Officers exercised any stock options during 2023.

  39. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Stephen Dale, M.D. | 9,225 | 129,242 | | Kathleen Ford | 5,475 | 76,705 |

  40. Option Exercises and Stock Vested

    (1) The value realized on vesting is based on the number of shares of our common stock underlying the RSUs that vested multiplied by the closing market price of our common stock on the vesting date, and does not represent the actual amounts received by our Named Executive Officers as a result of the RSU awards vesting.

  41. Pension Benefits

    Pension Benefits Other than with respect to tax-qualified defined contribution plans such as our 401(k) plan, our Named Executive Officers do not participate in any plan that provides for retirement payments and benefits, or payments and benefits that will be provided primarily following retirement.

  42. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation None of our Named Executive Officers participate in or have account balances in qualified or nonqualified defined benefit plans sponsored by us that provide for the deferral of compensation on a basis that is not tax-qualified. The Compensation Committee may elect to adopt qualified or nonqualified defined benefit plans in the future if it determines that doing so is in our best interests.

  43. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control For information regarding potential payments to our Named Executive Officers upon termination or a change of control, refer to “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above. The following table sets forth information regarding potential payments that would have been made to our Named Executive Officers on various termination or change in control events assuming such events occurred as of December 29, 2023, the last trading day of 2023.

  44. Potential Payments Upon Termination or Change of Control

    | | Termination Without Cause or Resignation For Good Reason More Than 59 Days Prior to or 12 Months After a Change in Control | Termination Without Cause or Resignation For Good Reason Within 59 days Before, on or Within 12 Months After a Change in Control | | Troy E. Wilson, Ph.D., J.D. | | | | Severance(1) | $645,900 | $1,162,620 | | Benefit continuation | 9,838 | 12,298 | | Accelerated vesting of stock awards(2) | — | 9,012,599 | | Total | $655,738 | $10,187,517 | | Stephen Dale, M.D.(3) | | | | Severance(1) | $538,264 | $753,570 | | Benefit continuation | — | — | | Accelerated vesting of stock awards(2) | — | 4,670,857 | | Total | $538,264 | $5,424,427 | | Kathleen Ford | | | | Severance(1) | $499,200 | $698,880 | | Benefit continuation | 9,838 | 12,298 | | Accelerated vesting of stock awards(2) | — | 2,718,643 | | Total | $509,038 | $3,429,821 | | Teresa Bair, J.D. | | | | Severance(1) | $442,000 | $618,800 | | Benefit continuation | 30,417 | 38,022 | | Accelerated vesting of stock awards(2) | — | 2,704,611 | | Total | $472,417 | $3,361,433 |

  45. Potential Payments Upon Termination or Change of Control

    (1) The severance amount includes salary and cash bonus payouts, based on the terms of the Named Executive Officer’s executive employment agreement. (2) Represents the value of in-the-money unvested stock options, RSUs and PSUs that would have accelerated if the Named Executive Officer was terminated on December 29, 2023 based on the closing price of our common stock of $14.38 on December 29, 2023 (the last trading day in 2023). (3) Dr. Dale’s compensation amounts presented in USD based on the exchange rate on December 31, 2023 of 1 GBP to 1.2440 USD.

  46. Item 402(v) Pay Versus Performance

    Item 402(v) Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and NEO pay. For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to our CD&A above.

  47. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The following table sets forth information on the compensation of our Principal Executive Officer (“PEO”) and our other NEOs in comparison to certain performance metrics for 2023, 2022, 2021 and 2020. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Compensation Discussion and Analysis” section above. We did not use any financial performance measure to link CAP to our NEOs to our company performance in the most recently completed fiscal year; accordingly, this disclosure does not present a Company-Selected Measure in the table below nor a Tabular List of our most important financial metrics.

  48. Required Tabular Disclosure of Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Total Shareholder Return ($)(3) | Peer Group Total Shareholder Return ($)(4) | Net Loss ($ in thousands)(5) | | 2023 | 5,251,407 | 5,946,656 | 2,201,886 | 2,483,865 | 104.58 | 118.90 | (152,631) | | 2022 | 5,304,349 | 3,947,827 | 2,542,107 | 2,077,854 | 90.25 | 113.68 | (135,840) | | 2021 | 8,743,784 | (3,563,992) | 3,556,975 | (1,481,438) | 101.82 | 126.46 | (130,466) | | 2020 | 4,192,116 | 13,889,834 | 2,258,692 | 5,257,436 | 237.53 | 126.42 | (89,625) |

  49. Required Tabular Disclosure of Pay Versus Performance

    (1) Amounts in this column correspond to amounts of the Total column of the Summary Compensation Table for the applicable year. The PEO for each year reported is Troy E. Wilson, Ph.D., J.D., our President and CEO. The non-PEO NEOs for each year reported are as follows: • 2023: Stephen Dale, M.D., Kathleen Ford, and Teresa Bair, J.D. • 2022: Marc Grasso, M.D., Stephen Dale, M.D., Kirsten Flowers, and Kathleen Ford • 2021: Marc Grasso, M.D., Stephen Dale, M.D., Kirsten Flowers, and Kathleen Ford • 2020: Marc Grasso, M.D., Stephen Dale, M.D., Kirsten Flowers, Kathleen Ford, and Bridget Martell, M.A., M.D. (2) Amounts reported in these columns represent the CAP to our PEO and the average amount of CAP to our non-PEO NEOs, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the total compensation actually earned by or received by our PEO or non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation as set forth in the Summary Compensation Table for each year to determine the CAP:

  50. Required Tabular Disclosure of Pay Versus Performance

    | Year | Executive(s) | Summary Compensation Table Total ($) | Less: Grant Date Fair Value of Awards reported in Summary Compensation Table ($) | Plus: Year-End Fair Value of Unvested Awards Granted in Year ($) | Plus: Fair Value of Awards Granted and Vested in Year ($) | Plus: Change in Fair Value of Unvested Awards Granted in Prior Years ($) | Plus: Change in Fair Value of Awards Granted in Prior Years that Vested in Year ($) | Compensation Actually Paid ($) | | 2023 | PEO | 5,251,407 | 4,034,744 | 3,567,331 | 707,043 | 475,555 | (19,936) | 5,946,656 | | | Non-PEO NEOs | 2,201,886 | 1,406,677 | 1,301,980 | 214,110 | 131,581 | 40,985 | 2,483,865 |

  51. Required Tabular Disclosure of Pay Versus Performance

    The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). For more information, please see Note 10 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and the footnotes to the Summary Compensation Table of this proxy statement.

  52. Required Tabular Disclosure of Pay Versus Performance

    | Stock Options | 2023 | | Expected term (in years) | 1.7 — 8.0 | | Strike price | $11.86 — $32.80 | | Volatility | 56.9% — 74.9% | | Dividend yield | — | | Risk-free interest rate | 3.3% — 4.8% |

  53. Required Tabular Disclosure of Pay Versus Performance

    Total shareholder return (“TSR”) is determined based on the value of an initial fixed investment of $100 on December 31, 2019. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. No dividends were paid in 2023, 2022, 2021 or 2020. Represents the weighted peer group TSR. As permitted by SEC rules, the peer group used for this purpose is the Nasdaq Biotechnology Index, which is the industry peer group used in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 pursuant to Item 201(e) of Regulation S-K. (5) The amounts reported represent net loss as reflected in the Company’s audited financial statements for the applicable year.

  54. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the Nasdaq Biotechnology Index. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. The following graph illustrates the relationship during 2020-2023 of the CAP for our PEO and other NEOs as calculated pursuant to SEC rules to our TSR and peer group TSR. The following graph illustrates the relationship during 2020-2023 of the CAP for our PEO and other NEOs as calculated pursuant to SEC rules to our net loss. All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  55. CEO Pay Ratio

    CEO Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. We determined our median employee as of December 31, 2023, based on a consistently applied compensation measure defined as the sum of annual base salary, annualized bonuses attributable to 2023 performance and the grant date fair value of equity awards granted in 2023 determined in accordance with ASC 718. We annualized pay for employees who commenced employment during 2023. For our median employee, annual total compensation was calculated in accordance with the SEC’s rules for the Summary Compensation Table, including salary, bonus, equity grant date fair value and value of certain benefits provided. For our CEO, annual total compensation is equal to the amount included in the “Total” column of the Summary Compensation Table, and our CEO’s annual total compensation for 2023 was $5,251,407. The annual total compensation of the median employee, as determined in accordance with the SEC’s rules, for 2023 was $366,280. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees was 14 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Given the different methodologies, estimates, assumptions and exclusions that other public companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  56. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table summarizes the compensation awarded to, earned by or paid to each of our non-employee directors for the fiscal year ended December 31, 2023.

  57. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1)(2) | Total ($) | | Helen Collins, M.D. | 48,785 | 217,025 | 265,810 | | Faheem Hasnain | 83,514 | 217,025 | 300,539 | | Thomas Malley | 58,662 | 217,025 | 275,687 | | Diane Parks | 51,460 | 217,025 | 268,485 | | Carol Schafer | 62,028 | 217,025 | 279,053 | | Mary T. Szela | 62,771 | 217,025 | 279,796 | | Steven H. Stein, M.D.(3) | 20,835 | — | 20,835 |

  58. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 10 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These amounts do not reflect the actual economic value that will be realized by our directors upon the vesting, exercise, or the sale of the shares of common stock underlying such awards. (2) As of December 31, 2023, the aggregate number of shares subject to outstanding options to purchase our common stock held by our non-employee directors was as follows: 114,166 shares for Dr. Collins, 171,000 shares for Mr. Hasnain, 171,000 shares for Mr. Malley, 133,666 shares for Ms. Parks, 118,000 shares for Ms. Schafer, and 145,583 shares for Ms. Szela. None of our non-employee directors held other stock awards as of December 31, 2023. (3) Dr. Stein served as a director through May 31, 2023, and the aggregate number of shares subject to outstanding options to purchase our common stock held by Dr. Stein was 95,000 shares as of December 31, 2023. Our director compensation policy (the “Director Compensation Policy”), which was most recently amended in April 2023, provides for both cash retainer fees and automatic, non-discretionary annual equity grants. Pursuant to the Director Compensation Policy, our non-employee directors receive the following compensation: • an annual cash retainer of $40,000; • an additional annual cash retainer of $27,500 for our Lead Independent Director; • an additional annual cash retainer of $10,000, $7,500, and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (increased from $7,500, $5,000, and $4,000, respectively, in April 2023); • an additional annual cash retainer of $10,000, $7,500 and $5,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively (increased from $7,500, $5,000, and $4,000, respectively, in April 2023); • an initial option grant to purchase 52,000 shares of our common stock (increased from 46,000 shares of our common stock in April 2023) on the date of each new non-employee director’s appointment to our Board of Directors, vesting annually over a three-year period; and • an annual option grant to purchase 26,000 shares of our common stock (increased from 23,000 shares of our common stock in April 2023) on the date of each of our annual stockholder meetings, vesting in full on the one-year anniversary of the date of grant (the foregoing grants to non-employee directors joining our Board of Directors other than at an annual stockholder meeting will be prorated for the number of months remaining until our next annual stockholder meeting). The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a non-employee director with respect to any period commencing on the date of our Annual Meeting of Stockholders for a particular year and ending on the day immediately prior to the date of our Annual Meeting of Stockholders for the next subsequent year (the “Annual Period”), including equity awards granted and cash fees paid by us to such non-employee director, will not exceed (i) $750,000 in total value or (ii) $1,000,000 in total value in the event such non-employee director is first appointed or elected to our Board of Directors during such Annual Period, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes (the “Compensation Limit”). We have the sole discretion to reduce any compensation payable to a non-employee director in order to comply with the Compensation Limit. Each of the initial and annual option grants described above will vest and become exercisable subject to the director’s continuous service to us, provided that each option will vest in full upon a change of control (as defined under our 2014 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2014 Plan, except that the post-termination exercise period will be for 12 months from the date of termination, if such termination is other than for cause or due to death or disability. The options will be granted under our 2014 Plan, the terms of which are described in more detail above under “Equity Compensation Plans—Amended and Restated 2014 Equity Incentive Plan.” Director’s fees are prorated to the date the director is appointed or elected. We have reimbursed and will continue to reimburse all of our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our Board of Directors, subject to our travel policy.