DEF 14A of IDEAYA Biosciences, Inc., Apr 19, 2024

DEF 14A of IDEAYA Biosciences, Inc.

Filed Apr 19, 2024 · FY20230000950170-24-045724

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board 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 staggered, three-year term. Unless the Board determines that vacancies (including vacancies created by increases in the number of directors) shall be filled by the stockholders, and except as otherwise provided by law, vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining directors. A director elected by the Board to fill a vacancy (including a vacancy created by an increase in the number of directors) shall serve for the remainder of the full term of the class of directors in which the vacancy occurred and until such director’s successor is elected and qualified. The Board currently consists of eight seated directors, divided into the three following classes: • Class I directors: Yujiro S. Hata, M. Garret Hampton, Ph.D., and Catherine J. Mackey, Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2026; • Class II directors:, Terry J. Rosen, Ph.D. and Wendy L. Yarno, whose current terms will expire at the Annual Meeting; and • Class III directors: Susan L. Kelley, M.D., Scott W. Morrison, and Jeffrey L. Stein, Ph.D., whose current terms will expire at the annual meeting of stockholders to be held in 2025. At each annual meeting of stockholders, the successors to directors whose terms will then expire will be elected to serve from the time of election and qualification until the third subsequent annual meeting of stockholders. Dr. Rosen and Ms. Yarno have been nominated to serve as Class II directors and have each agreed to stand for reelection. If elected, Dr. Rosen and Ms. Yarno will hold office from the date of their election by the stockholders until the third subsequent annual meeting of stockholders or until his or her successor is elected and has been qualified, or until such director’s earlier death, resignation or removal. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of each nominee named below. In the event that a nominee should be unavailable for election as a result of an unexpected occurrence, such shares will be voted for the election of such substitute nominee as the Board may propose. Dr. Rosen and Ms. Yarno have agreed to serve if elected, and management has no reason to believe that they will be unable to serve. Directors are elected by a plurality of the votes cast at the meeting. The following table sets forth, for the Class II directors (who are currently standing for re-election), and for our other current directors who will continue in office after the Annual Meeting, information with respect to their ages as of March 31, 2024 and position/office held within the Company:

  2. ELECTION OF DIRECTORS

    | Name | Age | Position/Office Held With the Company | Director Since | | Class II Directors whose terms expire at the Annual Meeting of Stockholders | | | | | Terry J. Rosen, Ph.D.(1)(2) | 65 | Chair and Director | 2016 | | Wendy L. Yarno(1)(3) | 69 | Director | 2019 | | Class III Directors whose terms expire at the 2025 Annual Meeting of Stockholders | | | | | Susan L. Kelley, M.D. (2) | 69 | Director | 2021 | | Jeffrey L. Stein, Ph.D.(1)(3) | 69 | Director | 2015 | | Scott W. Morrison(2)(3) | 66 | Director | 2018 | | Class I Directors whose terms expire at the 2026 Annual Meeting of Stockholders | | | | | Yujiro S. Hata | 49 | President, Chief Executive Officer and Director | 2015 | | M. Garret Hampton, Ph.D.(2) | 58 | Director | 2020 | | Catherine J. Mackey, Ph.D.(1) | 68 | Director | 2022 |

  3. ELECTION OF DIRECTORS

    (1) Member of the Compensation Committee. (2) Member of the Nominating and Corporate Governance Committee. (3) Member of the Audit Committee. Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

  4. Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders

    Nominees for Election to a Three-Year Term Expiring at the 2027 Annual Meeting of Stockholders Terry J. Rosen, Ph.D. has served as a member of our board of directors since January 2016 and chairperson of our board of directors since June 2023. Dr. Rosen has served on the board of directors and as the Chief Executive Officer of Arcus Biosciences, Inc., a biopharmaceutical company, since April 2015 and May 2015, respectively. He also served as the Chief Executive Officer of PACT Pharma, Inc., a biopharmaceutical company, from November 2016 to December 2017. Dr. Rosen served briefly in April 2015 as the Chief Executive Officer of FLX Bio. Previously, Dr. Rosen co-founded and served as the Chief Executive Officer of Flexus from October 2013 to April 2015, when it was acquired by Bristol-Myers Squibb. Prior to that, Dr. Rosen was at Amgen from August 2004 to January 2013 where he most recently served as Vice President of Therapeutic Discovery from November 2011 to January 2013. He also worked at Tularik Inc., from October 1993 to August 2004 when it was acquired by Amgen, the Central Research division of Pfizer Inc., or Pfizer, from December 1987 to September 1993, and Abbott Laboratories, from July 1985 to December 1987. Dr. Rosen holds a Ph.D. in Chemistry from the University of California, Berkeley and a B.S. in Chemistry from the University of Michigan. We believe Dr. Rosen is qualified to serve on our board of directors based on his experience in general management and business development and his experience in the field of biosciences. Wendy L. Yarno has served as a member of our board of directors since December 2019. Ms. Yarno retired in September 2008 from Merck & Co, Inc. where she spent 26 years in commercial and human resource positions of increasing seniority, including most recently as Executive Vice President and Chief Marketing Officer. She previously served as General Manager, Cardiovascular / Metabolic U.S. Business Unit and as Executive Vice President, Worldwide Human Health Marketing. From 2010 to 2011, Ms. Yarno was the Chief Marketing Officer of HemoShear LLC, a biotechnology research company. Ms. Yarno currently serves on the board of directors of publicly traded life sciences companies Inovio Pharmaceuticals, Inc., Iovance Biotherapeutics, and Tarsus Pharmaceuticals. She previously served on the board of directors of various other life science companies, including Global Blood Therapeutics, Alder Biopharmaceuticals, Durata Therapeutics, St. Jude Medical, Medivation and MyoKardia. Ms. Yarno received an M.B.A. from Temple University, Fox School of Business, and a B.S. in business administration from Portland State University. We believe Ms. Yarno is qualified to serve on our board of directors based on her extensive experience commercializing pharmaceutical products, and her extensive operational and senior management experience, in the biopharmaceutical industry.

  5. THE BOARD OF DIRECTORS RECOMMENDS A VOTE

    THE BOARD OF DIRECTORS RECOMMENDS A VOTE

  6. FOR THE ELECTION OF THE ABOVE NAMED NOMINEES

    FOR THE ELECTION OF THE ABOVE NAMED NOMINEES

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

    Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Susan L. Kelley, M.D. has served as a member of our board of directors since February 2021. Dr. Kelley most recently served as Chief Medical Officer of the Multiple Myeloma Research Consortium (MMRC) where she led the strategic design and management of clinical trials in North America from 2008 to 2011. Prior to the MMRC, she held positions of increasing responsibility at Bayer Healthcare Pharmaceuticals and Bayer-Schering Pharma, including Vice President, Global Clinical Development and Therapeutic Area Head – Oncology. Prior to joining Bayer, Dr. Kelley worked at Bristol-Myers Squibb in Oncology and Immunology drug development, ultimately serving as Executive Director, Oncology Clinical Research, at the Bristol-Myers Squibb Pharmaceutical Research Institute. Dr. Kelley currently serves on the board of directors of publicly traded companies Deciphera Pharmaceuticals and Daré Bioscience. She previously served on the board of directors of various other life science companies, including VBL Therapeutics Ltd, ArQule and Immune Design. Dr. Kelley received her M.D. from Duke University School of Medicine. She was a Fellow in Medical Oncology and Clinical Fellow in Medicine at Dana-Farber Cancer Institute, Harvard Medical School, and a Fellow in Medical Oncology and Pharmacology at Yale University School of Medicine, where she also served as a Clinical Assistant Professor of Medicine. We believe Dr. Kelley is qualified to serve on our board of directors due to her scientific and medical background and experience in clinical oncology. Scott W. Morrison has served as a member of our board of directors since July 2018. From 1996 to December 2015, Mr. Morrison was a partner with Ernst & Young LLP, a public accounting firm, where he also served as U.S. Life Sciences Leader from 2002 to December 2015. Mr. Morrison currently serves on the board of directors of Corvus Pharmaceuticals, Inc., Vera Therapeutics, Inc., Tarsus Pharmaceuticals and Zai Lab Limited. Mr. Morrison holds a B.S. in Business Administration from the University of California, Berkeley. He is a Certified Public Accountant (inactive). We believe Mr. Morrison is qualified to serve on our board of directors due to his experience in public accounting and the life sciences industry. Jeffrey L. Stein, Ph.D. has served as a member of our board of directors since October 2015. Dr. Stein has been the President and Chief Executive Officer of Cidara Therapeutics, Inc., since 2014. Prior to joining Cidara, Dr. Stein was the President and Chief Executive Officer of Trius Therapeutics, Inc. from 2007 until its acquisition by Cubist Pharmaceuticals, Inc. in September 2013. Dr. Stein was also a venture partner at Sofinnova Ventures, a biotech venture capital fund, from 2005 to 2010. Prior to joining Sofinnova, Dr. Stein was co-founder and Chief Scientific Officer at Quorex Pharmaceuticals, Inc., from 1999 until its acquisition by Pfizer in 2005. He has also served as a Principal Scientist with Diversa, Inc. and The Agouron Institute. Dr. Stein previously served on the board of directors of Paratek Pharmaceuticals, Inc., a biopharmaceutical company. Dr. Stein holds a Ph.D. in Marine Biology from the University of California, San Diego. Dr. Stein conducted his postdoctoral research in bacterial genetics as an Alexander Hollaender Distinguished Postdoctoral Fellow at the California Institute of Technology. Dr. Stein obtained a B.S. in Marine Biology and an M.S. in Biology from California State University, Long Beach. We believe Dr. Stein is qualified to serve on our board of directors due to his expertise, perspective and experience as a founder and executive at public and private pharmaceutical companies, and his expertise in life sciences and venture capital industries.

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

    Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Yujiro S. Hata has served as a member of our board of directors and as our President and Chief Executive Officer since June 2015. He launched IDEAYA Biosciences, Inc. as its first employee and Chief Executive Officer, while serving as an Executive-in-Residence at 5AM Ventures, a venture capital firm, from 2015 to 2018. From 2014 to August 2015, he served as Chief Operating Officer at Flexus Biosciences, Inc. and FLX Bio, Inc., both immuno-oncology companies, which he joined as startups and led through Flexus’ acquisition by Bristol-Myers Squibb Co. in April 2015. From 2010 until its acquisition by Amgen Inc. in October 2013, he was Vice President, Corporate Development and Strategy at Onyx Pharmaceuticals, Inc. where he served as Head of Strategy and Strategic Asset Management, and Head of Transactions. From 2002 to 2010, Mr. Hata served as Vice President and Senior Vice President of Business Development, and Chief Business Officer at Enanta Pharmaceuticals, Inc. He earlier served in roles at McKinsey & Company, ImClone Systems Incorporated, and Columbia Medical School. Mr. Hata serves on the board of directors at Enanta Pharmaceuticals, Inc. Mr. Hata obtained an M.B.A. at The Wharton School at the University of Pennsylvania and a B.A. in Chemistry from Colorado College. We believe Mr. Hata is qualified to serve as our Chief Executive Officer and on our board of directors due to his experience in biotechnology company leadership and his background in strategy, corporate development and biotechnology company transactions. M. Garret Hampton, Ph.D. has served as a member of our board of directors since June 2020 and is currently President, Clinical Sequencing and Oncology at ThermoFisher Scientific, responsible for leading the company’s clinical next generation sequencing strategy. Prior to ThermoFisher, from January 2017 to January 2020, Dr. Hampton was Senior Vice President, Clinical Genomics, at Illumina, Inc., responsible for the development of sequencing-based solutions in oncology, reproductive health and whole genome sequencing for the diagnosis of rare disease. From June 2009 to December 2016, Dr. Hampton worked for Genentech, Inc., as Vice President and Global Head of Oncology Biomarker Development and Companion Diagnostics. Before joining Genentech, Dr. Hampton held a variety of leadership positions at Celgene and The Genomics Institute of the Novartis Research Foundation, focused on drug target discovery, drug development and precision medicine. Before moving into industry, Dr. Hampton was Assistant Professor of Medicine at University of California, San Diego after a 2-year postdoctoral fellowship at the Salk Institute for Biological Studies. Dr. Hampton received his Ph.D. from the Imperial Cancer Research Fund (now Cancer Research UK) under Sir Walter Bodmer. He has authored over 150 peer reviewed articles and reviews, with 10,000 lifetime citations. We believe Dr. Hampton is qualified to serve on our board of directors due to his experience in the biopharmaceutical industry, his research background and experience with both oncology and genome sequencing. Catherine J. Mackey, Ph.D. has served as a member of our board of directors since April 2022. Dr. Mackey previously served as Senior Vice President of Pfizer Worldwide Research and Development and Director of Pfizer's La Jolla Laboratories, where she built Pfizer La Jolla into one of Pfizer's main pharmaceutical research and development sites. Prior to that role, she served as head of Strategic Alliances and Genomic and Proteomic Sciences for Pfizer. Dr. Mackey spent the first part of her career in agricultural biotechnology, including as Vice President of DEKALB Genetics, Inc., an international researcher, producer, and marketer of seed. Dr. Mackey serves on the board of directors of Avid Bioservices, a commercial biologics contract development and manufacturing company, and Voyager Therapeutics, a gene therapy and neurology biotechnology company. Dr. Mackey received her B.S. and Ph.D. degrees in microbiology from Cornell University. We believe Dr. Mackey is qualified to serve on our board of directors due to her life sciences research, development and operational background, including discovery and development of oncology therapies, and her service on the boards of other public and private biopharmaceutical companies.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  10. 2023 Director Compensation Table

    2023 Director Compensation Table The following table sets forth the compensation awarded to, earned by or paid to our non-employee directors who served on our Board during the year ended December 31, 2023. Mr. Hata is also a member of our Board but did not receive any additional compensation for his service as a director. See the “Compensation Discussion and Analysis” section of this proxy statement and the compensation tables and accompanying narrative disclosures that follow for information regarding the compensation paid to Mr. Hata in 2023.

  11. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | M. Garret Hampton, Ph.D. | 44,000 | 305,521 | 349,521 | | Susan L. Kelley, M.D. | 44,000 | 305,521 | 349,521 | | Catherine Mackey, Ph.D. | 45,000 | 305,521 | 350,521 | | Scott W. Morrison | 59,000 | 305,521 | 364,521 | | Terry J. Rosen, Ph.D. | 64,000 | 305,521 | 369,521 | | Timothy M. Shannon, M.D.(2) | 42,750 | 305,521 | 348,271 | | Jeffrey L. Stein, Ph.D. | 57,500 | 305,521 | 363,021 | | Wendy L. Yarno | 52,500 | 305,521 | 358,021 |

  12. 2023 Director Compensation Table

    (1) Amounts reflect the grant date fair value of stock options granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. See Note 9 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these amounts. The table below shows the aggregate number of shares of our common stock underlying stock options held as of December 31, 2023 by each non-employee director. None of our non-employee directors held any unvested stock awards as of December 31, 2023.

  13. 2023 Director Compensation Table

    | Name | Shares Underlying Options Outstanding at Fiscal Year-End | | M. Garret Hampton, Ph.D. | 60,200 | | Susan L. Kelley, M.D. | 49,200 | | Catherine Mackey, Ph.D. | 38,200 | | Scott W. Morrison | 76,546 | | Terry J. Rosen, Ph.D. | 60,200 | | Jeffrey L. Stein, Ph.D. | 65,538 | | Wendy L. Yarno | 71,200 |

  14. 2023 Director Compensation Table

    (2) Dr. Shannon retired from the Board as of June 29, 2023.

  15. Narrative Disclosure to Director Compensation Table

    Narrative Disclosure to Director Compensation Table Under our Non-Employee Director Compensation Program (the “Director Compensation Program”), our non-employee directors were entitled to receive cash compensation in 2023 as follows: • An annual cash retainer in the amount of $40,000 per year. • For the non-executive chairperson, an additional annual cash retainer in the amount of $30,000 per year. • For the chairperson of the Audit Committee, an additional annual cash retainer in the amount of $15,000 per year for such chairperson’s service on the Audit Committee and for each non-chairperson member of the Audit Committee, an additional annual cash compensation in the amount of $7,500 per year for such member’s service on the Audit Committee. • For the chairperson of the Compensation Committee, an additional annual cash retainer in the amount of $10,000 per year for such chairperson’s service on the Compensation Committee, and for each non-chairperson member of the Compensation Committee, an additional annual cash retainer in the amount of $5,000 per year for such member’s service on the Compensation Committee. For the chairperson of the Nominating and Corporate Governance Committee, an additional annual cash retainer in the amount of $8,000 per year for such chairperson’s service on the Nominating and Corporate Governance Committee, and for each non-chairperson member of the Nominating and Corporate Governance Committee, an additional annual cash retainer in the amount of $4,000 per year for such member’s service on the Nominating and Corporate Governance Committee. On June 6, 2023, the Board of Directors increased the number of options that will be automatically granted each non-employee director upon their initial appointment or election to our Board and on the date of each annual meeting of stockholders thereafter under the Director Compensation Program. Prior to June 6, 2023, each non-employee director was automatically granted an option to purchase 22,000 shares of our common stock upon the director’s initial appointment or election to our Board, referred to as the Initial Grant, and an option to purchase 11,000 shares of our common stock automatically on the date of each annual meeting of stockholders thereafter, referred to as the Annual Grant. After June 6, 2023, each non-employee director will automatically be granted an option to purchase 32,400 shares of our common stock for the Initial Grant, and an option to purchase 16,200 shares of our common stock for the Annual Grant. The Initial Grant will vest in substantially equal monthly installments for three years from the date of grant, subject to continued service through each applicable vesting date. The Annual Grant will vest on the earlier of the first anniversary of the date of grant or the date of the next annual meeting of stockholders, subject to continued service through each applicable vesting date. On December 7, 2023 and effective January 1, 2024, our Board of Directors amended the Director Compensation Program to increase the annual cash retainer for each committee member and committee chair as follows: • As of January 1, 2024, the chairperson of the Audit Committee will receive additional annual cash retainer in the amount of $20,000 per year for such chairperson’s service on the Audit Committee and each non-chairperson member of the Audit Committee will receive additional annual cash retainer in the amount of $10,000 per year for such member’s service on the Audit Committee. • As of January 1, 2024, the chairperson of the Compensation Committee will receive additional annual cash retainer in the amount of $15,000 per year for such chairperson’s service on the Compensation Committee. Each non-chairperson member of the Compensation Committee will receive additional annual cash retainer in the amount of $7,500 per year for such member’s service on the Compensation Committee. As of January 1, 2024, the chairperson of the Nominating and Corporate Governance Committee will receive additional annual cash retainer in the amount of $10,000 per year for such chairperson’s service on the Nominating and Corporate Governance Committee. Each non-chairperson member of the Nominating and Corporate Governance Committee will receive additional annual cash retainer in the amount of $5,000 per year for such member’s service on the Nominating and Corporate Governance Committee.

  16. Role of Compensation Consultant in Determining Executive Compensation

    Role of Compensation Consultant in Determining Executive Compensation When making compensation decisions in fiscal 2023, our Compensation Committee considered advice and data provided by Aon Consulting, Inc. (“Aon”), its independent compensation consultant. Aon is retained directly by our Compensation Committee to formalize and implement our compensation philosophy and develop compensation arrangements consistent with that philosophy.

  17. 2023 Peer Group

    2023 Peer Group In October 2022, following consultation with Aon, our Compensation Committee approved a new peer group (the “2023 Peer Group”) based primarily on an analysis of sector, stage of clinical development, headcount, geography and market capitalization. The 2023 Peer Group consisted of the following companies:

  18. 2023 Peer Group

    | ALX Oncology Holdings, Inc. | Kura Oncology, Inc. | | C4 Therapeutics, Inc. | Mersana Therapeutics, Inc. | | Crinetics Pharmaceuticals, Inc. | Nurix Therapeutics, Inc. | | Erasca, Inc. | ORIC Pharmaceuticals, Inc. | | Gossamer Bio, Inc. | PMV Pharmaceuticals, Inc. | | Imago BioSciences, Inc. | Precision BioSciences, Inc. | | Inhibrx, Inc. | RAPT Therapeutics, Inc. | | Iteos Therapeutics, Inc. | Replimune Group Inc. | | Jounce Therapeutics, Inc. | Sutro Biopharma, Inc. | | KalVista Pharmaceuticals, Inc. | Zentalis Pharmaceuticals, Inc. | | Kezar Life Sciences Inc. | |

  19. 2023 Peer Group

    The 2023 Peer Group was selected by considering publicly-traded, pre-commercial biopharma companies, with a focus on oncology, in the San Francisco/Bay Area, Boston/Cambridge area and other biotech “hub” locations, with market cap between $100 million and $1.5 billion and headcount less than 300 employees. At the time the 2023 Peer Group was approved, our company fell at the 33rd percentile based on headcount and 38th percentile based on market cap of the 2023 Peer Group. Changes to the 2023 Peer Group from the prior year's peer group included the removal of one company, Kaleido Biosciences, which ceased operations in April 2022, and five companies, Arcus Biosciences, Atreca, Cue Biopharma, Harpoon Therapeutics, and Mustang Bio, which had market capitalization below or above our target market cap focus, and the inclusion of seven new companies, ALX Oncology, C4 Therapeutics, Erasca, Gossamer Bio, Imago BioSciences, Iteos Therapeutics, and Mersana Therapeutics, that were added to further expand the peer group with companies similar in size with a relevant industry focus. Our Compensation Committee used the 2023 Peer Group to help structure a competitive executive compensation program, by considering the 25th, 50th and 75th percentiles of market data, and made individual compensation decisions based on comparable positions at companies with which we compete for talent. The 2023 Peer Group was considered in establishing our named executive officers’ 2023 compensation, but the Compensation Committee does not establish compensation levels solely based on a review of competitive data. Instead, it believes such data is a useful tool in its deliberations as our compensation policies and practices must be competitive in the marketplace for us to be able to attract, motivate and retain qualified executive officers.

  20. Elements of Our Executive Compensation Program

    In addition, our named executive officers are eligible to participate in our health and welfare programs and our 401(k) plan on the same basis as our other employees. We also maintain severance and change in control arrangements, which aid in attracting and retaining executive talent and help executives to remain focused and dedicated during potential transition periods due to a change in control. Each of these elements of compensation for 2023 is described further below.

  21. Cash-Based Incentive Compensation

    Cash-Based Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program that emphasizes pay for performance by aligning annual cash compensation with operational achievements, incentivizing our named executive officers to drive performance that supports long-term stockholder value creation. Each named executive officer is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the named executive officer’s base salary. In fiscal 2023, our named executive officers participated in our annual cash incentive bonus program at the following target percentages of base salary:

  22. Cash-Based Incentive Compensation

    | Name | 2023 Target Bonus Percentage | | Yujiro S. Hata | 50% | | Andres Ruiz Briseno | 35% | | Darrin M. Beaupre, MD., Ph.D. | 40% | | Jason S. Throne | 40% | | Michael A. White, Ph.D. | 40% | | Paul A. Stone(1) | 40% |

  23. Cash-Based Incentive Compensation

    (1) Mr. Stone was not eligible to receive a bonus payout for 2023 in light of his resignation in November 2023. Mr. Hata’s bonus is based 100% on the achievement of corporate performance objectives approved by the Board. The other named executive officers’ bonuses are based 70% on the achievement of corporate performance objectives and 30% on the achievement of individual performance assessment. Our Board and Compensation Committee have full discretion to determine the achievement percentage of the corporate performance objectives and individual performance assessment, between zero percent achievement and above 100% achievement. The corporate performance objectives under our 2023 corporate bonus plan were established in early 2023. The corporate performance objectives were a mix of clinical development objectives related to the initiation of clinical trials, regulatory milestones and clinical trial progress milestones, preclinical objectives related to development candidate selection and target candidate progression milestones, and corporate development objectives related to facilities, organizational growth, structure and capabilities, strategic initiatives and investor relations. The clinical and preclinical objectives were allocated a weighting of 70% of the overall corporate performance objectives and the corporate development objectives were allocated a weighting of 30% of the overall corporate performance objectives. We do not publicly disclose the specific goals that make up the clinical development, preclinical and corporate development objectives because it would cause competitive harm. However, our Board and Compensation Committee established the goals with the intent that they be difficult to achieve and would not be achieved with ordinary or below ordinary effort. In March 2024, our Board and Compensation Committee evaluated corporate performance against the pre-established goals and determined that the corporate performance objectives were achieved at 100% of target for each of the clinical development, preclinical and corporate development objectives. In March 2024, our Compensation Committee reviewed the individual performance for each of the named executive officers and determined that each of our named executive officers (other than Mr. Hata whose bonus is based entirely on corporate performance) achieved 100% of their individual performance assessment based on the assessment and recommendation of the Chief Executive Officer regarding each of their specific individual performance in 2023. The actual annual cash bonuses earned by each of our named executive officers for 2023 performance are set forth below in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation.”

  24. Equity-Based Compensation

    Equity-Based Compensation We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns interest of executives with those of our stockholders. In February 2023, our Board determined to award stock options to Mr. Hata and our Compensation Committee determined to award stock options to our other named executive officers, in each case under our 2019 Incentive Award Plan (the “2019 Plan”), which as an equity vehicle prioritizes increasing stockholder value, aligning our employees and executives interests with those of our stockholders, and promoting a long-term focus. In determining the number of shares underlying options granted to each named executive officer, our Board and Compensation Committee considered market data (referencing the 50th and 75th percentile of our peer group for similar positions), the recommendations of our Chief Executive Officer (other than with respect to himself), each executive’s relative scope of responsibility and potential, each executive’s individual performance and demonstrated leadership and internal equity pay considerations. The exercise price of all stock option awards to named executive officers is equal to the closing price of our stock on the date of the grant. Consistent with our historical practice, and in order to promote both retention and long-term focus of our employees and executives, twenty-five percent (25%) of the shares of our common stock subject to the options vests on the one-year anniversary of the vesting commencement date and one forty-eighth (1/48th) of the shares of common stock subject to the options vest on each monthly anniversary of the vesting commencement date thereafter, in each cases subject to the employee’s or executive’s continued service to the Company through each such vesting date. For our annual equity grants, the vesting commencement date is set as January 1 of the year of grant. The following table sets forth the stock options granted to our named executive officers in the 2023 fiscal year.

  25. Equity-Based Compensation

    | Name | Shares underlying 2023 Stock Options Granted(1) | | Yujiro S. Hata | 400,000 | | Andres Ruiz Briseno(1) | 65,000 | | Darrin M. Beaupre, M.D., Ph.D. | 90,000 | | Jason S. Throne | 100,000 | | Michael A. White, Ph.D. | 165,000 | | Paul A. Stone | 140,000 |

  26. Employment and Severance Arrangements

    Employment and Severance Arrangements In 2023, we were party to an employment agreement with each of our named executive officers, which provide for severance benefits and payments upon certain terminations without cause or resignations for good reason. Our Board and Compensation Committee believe that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can serve to mitigate a potential disincentive for them when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under our severance and change in control arrangements are designed to provide our named executive officers with treatment that is competitive with market practices. A description of these arrangements, as well as information on the estimated payments and benefits that our named executive officers would have been eligible to receive as of December 31, 2023, are set forth in “Potential Payments Upon Termination or Change in Control.” Mr. Stone voluntarily resigned his employment in November 2023 and did not receive any severance payments or benefits as a result.

  27. Other Policies and Considerations

    Other Policies and Considerations Compensation Recovery Policy. In November 2023, our Board adopted our Policy for Recovery of Erroneously Awarded Compensation, under which we may recover any cash or equity compensation of our executive officers in the event that an accounting restatement to correct our material noncompliance with any financial reporting requirement under securities laws that would have reduced the amount of incentive compensation if known at the time of the award or payout. The recoverable amount is generally such amount that would not have been otherwise been earned or paid if the financial results had been property reported. Insider Trading Compliance Policy. Our Insider Trading Compliance Policy provides that no officer, director, employee or consultant, or any immediate family member or any member of the household of any such person, shall purchase or sell any type of security while in possession of material, non-public information relating to the security, whether the issuer of such security is the Company or any other company. This prohibition includes any interest or position relating to put options, call options or short sales, or engaging in hedging transactions. In addition, our Insider Trading Compliance Policy provides that no employee, officer or director may pledge Company securities as collateral to secure loans. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities. Deductibility of Compensation. Section 162(m) of the Internal Revenue Code disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for “covered employees”, which generally include all named executive officers. While our Board and Compensation Committee may take the deductibility of compensation into account when making compensation decisions, we believe that maintaining the discretion to provide compensation that is non-deductible allows us to provide compensation tailored to the needs of our Company and our named executive officers and is an important part of our responsibilities and benefits our stockholders. Tax Considerations. Our Board and Compensation Committee take into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code, and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences. Sections 280G and 4999 of the Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We do not provide any executive officer, including any named executive officer with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G or 4999. Accounting for Share-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”) for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from certain of their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

  28. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning the compensation of our named executive officers for the fiscal years ended December 31, 2023, 2022 and 2021.

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total | | Yujiro S. Hata | 2023 | 598,000 | - | 5,083,440 | 299,000 | 15,000 | 5,995,440 | | President and Chief Executive Officer | 2022 | 570,000 | - | 2,475,304 | 270,750 | 10,950 | 3,327,004 | | | 2021 | 543,600 | - | 3,050,151 | 244,620 | 10,500 | 3,848,871 | | Andres Ruiz Briseno | 2023 | 345,000 | - | 927,417 | 125,125 | 15,000 | 1,412,542 | | Senior Vice President, Head of Finance and Investor Relations | | | | | | | | | Darrin M. Beaupre, MD., Ph.D. | 2023 | 473,000 | - | 1,143,774 | 189,200 | 3,377 | 1,809,351 | | Chief Medical Officer | 2022 | 52,487 | 100,000 | 2,380,122 | - | 150 | 2,532,759 | | Jason S. Throne | 2023 | 417,000 | - | 1,270,860 | 166,800 | 15,000 | 1,869,660 | | Chief Legal Officer | | | | | | | | | Michael A. White, Ph.D. | 2023 | 462,000 | - | 2,096,919 | 184,800 | 15,000 | 2,758,719 | | Chief Scientific Officer | 2022 | 440,000 | - | 880,637 | 169,840 | 4,009 | 1,494,486 | | | 2021 | 80,625 | 180,000 | 3,321,860 | - | 375 | 3,582,860 | | Paul A. Stone.(5) | 2023 | 432,024 | - | 1,779,204 | - | 14,775 | 2,226,003 | | Former Chief Financial Officer | 2022 | 419,000 | - | 880,637 | 161,734 | 10,950 | 1,472,321 | | | 2021 | 394,000 | - | 1,251,344 | 146,940 | 10,500 | 1,802,784 |

  30. Summary Compensation Table

    (1) The amount reported for Mr. Stone for 2023 includes $53,548 of accrued paid time off that was cashed out in connection with his resignation. (2) Amounts reported for 2023 reflect the grant date fair value of stock options granted during 2023 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer. See Note 9 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these amounts. (3) Amounts reported for 2023 represent the amounts of the annual performance-based cash bonus earned by our named executive officers based on the achievement of certain corporate performance objectives and individual performance assessment, as applicable, for the fiscal year ended December 31, 2023. Please see the descriptions of the annual performance-based cash bonuses paid to our named executive officers under “2023 Compensation Discussion and Analysis – Cash-Based Incentive Compensation” above. (4) Amounts reported for Mr. Hata represent $1,800 cell phone allowance and $13,200 in 401(k) employer matching contributions. Amounts reported for Mr. Ruiz Briseno represent $1,800 cell phone allowance and $13,200 in 401(k) employer matching contributions. Amounts reported for Dr. Beaupre represent $1,800 cell phone allowance and $1,577 in 401(k) employer matching contributions. Amounts reported for Mr. Throne represent $1,800 cell phone allowance and $13,200 in 401(k) employer matching contributions. Amounts reported for Dr. White represent $1,800 cell phone allowance and $13,200 in 401(k) employer matching contributions. Amounts reported for Mr. Stone represent $1,575 cell phone allowance, $13,200 in 401(k) employer matching contributions. (5) Mr. Stone resigned as IDEAYA's Chief Financial Officer in November 2023.

  31. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning the non-equity incentive awards and equity-based awards granted to our named executive officers in 2023.

  32. Grants of Plan-Based Awards

    | Name | Award Type | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards: Target ($)(1) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair value of Stock and Option Awards ($)(3) | | Yujiro S. Hata | 2023 Option Awards | 2/24/2023 | | 400,000 | 17.04 | 5,083,440 | | | Corporate Bonus | | 299,000 | | | | | Andres Ruiz Briseno | 2023 Option Awards | 2/24/2023 | | 42,500 | 17.04 | 540,116 | | | 2023 Option Awards | 6/29/2023 | | 22,500 | 23.23 | 387,301 | | | Corporate Bonus | | 125,125 | | | | | Darrin M. Beaupre, MD., Ph.D. | 2023 Option Awards | 2/24/2023 | | 90,000 | 17.04 | 1,143,774 | | | Corporate Bonus | | 189,200 | | | | | Jason S. Throne | 2023 Option Awards | 2/24/2023 | | 100,000 | 17.04 | 1,270,860 | | | Corporate Bonus | | 166,800 | | | | | Michael A. White, Ph.D. | 2023 Option Awards | 2/24/2023 | | 165,000 | 17.04 | 2,096,919 | | | Corporate Bonus | | 184,800 | | | | | Paul A. Stone(4) | 2023 Option Awards | 2/24/2023 | | 140,000 | 17.04 | 1,779,204 | | | Corporate Bonus | | 175,200 | | | |

  33. Grants of Plan-Based Awards

    (1) Represents the target annual bonus opportunities for the applicable named executive officer. Our annual bonus program did not provide for threshold or maximum performance opportunities in 2023.For additional detail on our annual bonus program, please see “Compensation Discussion and Analysis – Annual Cash-Based Incentive Compensation” above. (2) Represents stock option awards, which vest and become exercisable as to 25% of the total number of shares underlying the option on the first anniversary of the vesting commencement date and as to 1/48th of the total number of shares underlying the option on each monthly anniversary of the vesting commencement date thereafter, subject to continued service through the applicable vesting date. (3) Amounts reported reflect the grant date fair value of stock options granted computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named executive officer. See Note 9 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for the assumptions used in calculating these amounts. (4) Mr. Stone resigned as IDEAYA's Chief Financial Officer in November 2023. Upon resignation, the unvested portion of all of his stock options was cancelled and he did not earn a 2023 bonus.

  34. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the number of shares of common stock underlying outstanding stock options for each named executive officer as of December 31, 2023.

  35. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Name | Vesting Commencement Date(1) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Yujiro S. Hata | 2/27/2018 | 399,454 | — | 4.31 | 2/27/2028 | | | 3/13/2019 | 180,862 | — | 11.08 | 3/13/2029 | | | 2/21/2020 | 210,520 | 4,480 | 6.92 | 2/21/2030 | | | 2/24/2021 | 142,184 | 52,816 | 19.52 | 2/24/2031 | | | 3/1/2022 | 124,574 | 135,426 | 12.86 | 3/1/2032 | | | 2/24/2023 | — | 400,000 | 17.04 | 2/24/2033 | | Andres Ruiz Briseno | 11/1/2021 | 31,242 | 28,758 | 22.30 | 11/1/2031 | | | 3/1/2022 | 13,768 | 14,982 | 12.86 | 3/1/2032 | | | 2/24/2023 | — | 42,500 | 17.04 | 2/24/2033 | | | 6/29/2023 | — | 22,500 | 23.23 | 6/29/2033 | | Darrin M. Beaupre, MD., Ph.D. | 11/21/2022 | 48,749 | 131,251 | 17.48 | 11/21/2032 | | | 2/24/2023 | — | 90,000 | 17.04 | 2/24/2033 | | Jason S. Throne | 10/9/2019 | 48,420 | — | 7.01 | 10/9/2029 | | | 7/1/2020 | 36,667 | 10,943 | 13.34 | 7/1/2030 | | | 2/24/2021 | 38,273 | 14,227 | 19.52 | 2/24/2031 | | | 3/1/2022 | 15,541 | 33,209 | 12.86 | 3/1/2032 | | | 2/24/2023 | — | 100,000 | 17.04 | 2/24/2033 | | Michael A. White, Ph.D. | 10/25/2021 | 108,332 | 91,668 | 22.01 | 10/25/2031 | | | 3/1/2022 | 44,316 | 48,184 | 12.86 | 3/1/2032 | | | 2/24/2023 | — | 165,000 | 17.04 | 2/24/2033 | | Paul A. Stone | — | — | — | — | — |

  36. Outstanding Equity Awards at Fiscal Year-End

    (1) Each option vests and becomes exercisable as to 25% of the total number of shares underlying the option on the first anniversary of the vesting commencement date and as to 1/48th of the total number of shares underlying the option on each monthly anniversary of the vesting commencement date thereafter, subject to continued service through the applicable vesting date.

  37. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information concerning the stock options that were exercised by our named executive officers in 2023. None of our named executive officers held stock awards in 2023.

  38. Option Exercises and Stock Vested

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | | Yujiro S. Hata | 86,601 | 2,384,626 | | Andres Ruiz Briseno | - | - | | Darrin M. Beaupre, MD., Ph.D. | - | - | | Jason S. Throne | 48,970 | 903,729 | | Michael A. White, Ph.D. | - | - | | Paul A. Stone | 336,946 | 7,382,300 |

  39. Option Exercises and Stock Vested

    (1) Computed by determining the difference between the closing trading price of our common stock on the date of exercise and the exercise price of the exercised stock option, multiplied by the number of shares acquired upon exercise of the option.

  40. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control We have entered into employment agreements with each of our named executive officers. The employment agreements provide for initial base salaries (subject to annual increases), target cash incentives, and benefit plan participation. In addition, each employment agreement provides for the following severance and change in control benefits: Mr. Hata. In the event that Mr. Hata’s employment with us is terminated by us without “cause” or he resigns for “good reason” (each, as defined in the employment agreement) outside of a period of time that begins three months prior to and ends 12 months following a change in control, then, subject to timely delivering to us a release of claims, Mr. Hata will be entitled to receive: (i) a lump sum severance payment equal to his annual base salary; and (ii) payment or reimbursement of continued healthcare coverage for up to 12 months following the date of termination. In the event Mr. Hata’s employment with us is terminated by us without “cause” or he resigns for “good reason” during a period of time that begins three months prior to and ends 12 months following a change in control, then, subject to timely delivering to us a release of claims, Mr. Hata will be entitled to receive: (i) a lump sum severance payment equal to 1.5 times his annual base salary and target annual incentive payment; (ii) payment or reimbursement of continued healthcare coverage for up to 18 months following the date of termination; and (iii) full acceleration of his equity awards. Each other named executive officer. In the event that a named executive officer’s employment with us is terminated by us without “cause” or he resigns for “good reason” (each, as defined in the employment agreement) outside of a period of time that begins three months prior to and ends 12 months following a change in control, then, subject to timely delivering to us a release of claims, the named executive officer will be entitled to receive: (i) a lump sum severance payment equal to seventy-five percent of his annual base salary; and (ii) payment or reimbursement of continued healthcare coverage for up to 9 months following the date of termination. In the event The named executive officer’s employment with us is terminated by us without “cause” or he resigns for “good reason” during a period of time that begins three months prior to and ends 12 months following a change in control, then, subject to timely delivering to us a release of claims, the named executive officer will be entitled to receive: (i) a lump sum severance payment equal to his annual base salary and target annual incentive payment; (ii) payment or reimbursement of continued healthcare coverage for up to 12 months following the date of termination; and (iii) full acceleration of his equity awards. As used in the named executive officers’ employment agreements: • “cause” means: the occurrence of any of the following events: (i) the named executive officer’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) the named executive officer’s attempted commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) the named executive officer’s intentional material violation of any contract or agreement between the named executive officer and the Company or of any statutory duty owed to the Company; (iv) the named executive officer’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) the named executive officer’s gross misconduct. • “change in control” means any of the following types of transactions: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale exchange or transfer of all or substantially all of the assets of the Company (each, a “transaction”), wherein the stockholders of the Company immediately before the transaction do not retain immediately after the transaction, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately before the transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting securities of the Company or the successor entity, or in the case of a transaction described in (iii), the corporation or other entity to which the assets of the Company were transferred, as the case may be. Notwithstanding the foregoing, a transaction shall not constitute a change in control if (i) its sole purpose is to change the state of the Company’s incorporation; (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction; (iii) it constitutes the Company’s initial public offering for its securities; or (iv) it is a transaction effected primarily for the purpose of financing the Company with cash (as determined by the Board in its discretion). • “good reason” means that the named executive officer has complied in all material respects with the “good reason process (defined below) following the occurrence of any of the following events, without the named executive officer’s prior written consent: (i) a material reduction of the named executive officer’s annual base salary (unless pursuant to a salary reduction program applicable generally to the Company’s senior management employees); or (ii) relocation of the named executive officer’s principal place of employment to a place that increases the named executive officer’s one way commute by more than seventy-five (75) miles as compared to the named executive officer’s then current principal place of business immediately prior to such relocation; or (iii) a material reduction in the named executive officer’s job title and primary duties, responsibilities and authorities, provided however, that a change in job position (including a change in title) shall not be deemed a “material reduction” in and of itself unless the named executive officer’s duties are materially reduced from the prior duties. “good reason process” means that (i) the named executive officer has reasonably determined in good faith that a good reason condition has occurred, (ii) the named executive officer has notified the Company in writing of the first occurrence of the good reason condition within 60 days of the first time the named executive officer becomes aware of the occurrence of such condition, (iii) the named executive officer has cooperated in good faith with the Company’s efforts, for a period not less than 30 days following the Company’s receipt of such notice (the “cure period”), to remedy the condition, (iv) notwithstanding such efforts, the good reason condition continues to exist, and (v) the named executive officer terminates employment within 30 days after the end of the cure period. The following table sets forth information concerning the payments and benefits that would be made to our named executive officers assuming a qualifying termination or a qualifying termination following a change in control occurred on December 31, 2023 under the agreements in effect as of this date.

  41. Potential Payments Upon Termination or Change in Control

    | Name | Severance Type | Involuntary Termination Without Cause or Resignation for Good Reason Without Change in Control Period | Involuntary Termination Without Cause or Resignation for Good Reason Within Change in Control Period | | Yujiro S. Hata | Base Salary Severance | $598,000 | $897,000 | | | Target Bonus | - | 299,000 | | | Continued Healthcare Coverage | 49,576 | 74,364 | | | Acceleration of Option Awards(1) | - | $40,273,236 | | | Total | $647,576 | $41,543,600 | | Andres Ruiz Briseno | Cash Severance | $268,125 | $357,500 | | | Target Bonus | - | 125,125 | | | Continued Healthcare Coverage | 23,499 | 31,332 | | | Acceleration of Option Awards(1) | - | $2,584,244 | | | Total | $291,624 | $3,098,201 | | Darrin M. Beaupre, MD., Ph.D. | Cash Severance | $354,750 | $473,000 | | | Target Bonus | - | 189,200 | | | Continued Healthcare Coverage | 30,042 | 40,056 | | | Acceleration of Option Awards(1) | - | $5,046,750 | | | Total | $384,792 | $5,749,006 | | Jason S. Throne | Cash Severance | $312,750 | $417,000 | | | Target Bonus | - | 166,800 | | | Continued Healthcare Coverage | 37,182 | 49,576 | | | Acceleration of Option Awards(1) | - | $6,379,245 | | | Total | $349,932 | $7,012,621 | | Michael A. White, Ph.D. | Cash Severance | $346,500 | $462,000 | | | Target Bonus | - | $184,800 | | | Continued Healthcare Coverage | 37,182 | 49,576 | | | Acceleration of Option Awards(1) | - | $8,078,288 | | | Total | $383,682 | $8,774,664 |

  42. Potential Payments Upon Termination or Change in Control

    (1) The value of acceleration of option awards was calculated by multiplying the number of accelerated shares of common stock underlying the unvested, in-the-money options by the excess of (i) $35.58, the closing stock price of our common stock as of December 29, 2023, the last trading day of fiscal 2023 and (ii) the per-share exercise price of the unvested stock options. Amounts shown for the Acceleration of Options Awards upon an Involuntary Termination Without Cause or Resignation for Good Reason Within Change in Control Period also represent value of vesting acceleration in the event of a change in control in which stock options were not assumed or substituted. (2) Amounts shown in the table above do not reflect any reduction pursuant to the parachute payment best pay provision, if any, which would be calculated upon actual termination of employment.

  43. Pay Ratio of CEO to Median Employee

    Pay Ratio of CEO to Median Employee As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing information about the relationship of the annual total compensation of our employees (other than our CEO) and the annual total compensation of Yujiro Hata, who served as our CEO as of December 31, 2023. For 2023, our last completed year, the annual total compensation in 2023 of our CEO was approximately 24 times the median of the annual total compensation of all of our other employees, other than our CEO (the “Pay Ratio”). The median of the annual total compensation of all employees of our Company (other than our CEO) was $251,830. For the purposes of the Pay Ratio calculation, we used our CEO’s total compensation as outlined in the “Summary Compensation Table” above, for a total of $5,995,440. The Company chose December 31, 2023 as the date for establishing the employee population used in identifying the median employee and used the 12 month period from January 1, 2023 through December 31, 2023 as the measurement period. We identified the median employee using the consistently applied compensation measure of the wages and other compensation as reported in Box 1 of Form W-2 for 2023 for each employee. Permanent employees who joined in 2023 and permanent employees who were on leave during 2023 were assumed to have worked for the entire measurement period. We captured all employees as of December 31, 2023, consisting of approximately 124 individuals, with 100% of these individuals located in the U.S. No cost-of-living adjustments were made. The annual total compensation of the median employee and the annual total compensation of our CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.

  44. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  45. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)˒(2)˒(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1), (2), (3) | Value of Initial Fixed $100 Investment based on:(4) | | Net Loss | Cash, Cash Equivalents and Marketable Securities | | | ($) | ($) | ($) | ($) | TSR | Peer Group TSR | ($ Thousands) | ($ Millions)(5) | | | | | | | ($) | ($) | | | | 2023 | 5,995,440 | 15,717,471 | 2,015,255 | 4,046,732 | 254.14 | 94.03 | (112,961) | 623.6 | | 2022 | 3,327,004 | 1,791,509 | 2,013,622 | 1,751,673 | 129.79 | 89.90 | (58,655) | 373.1 | | 2021 | 3,848,871 | 7,282,432 | 2,467,285 | 2,370,485 | 168.86 | 100.02 | (49,762) | 368.1 |

  46. Pay Versus Performance

    (1) Yujiro S. Hata was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  47. Pay Versus Performance

    | 2021 | 2022 | 2023 | | Paul A. Stone | Michael A. White | Paul A. Stone | | Michael A. White | Darrin M. Beaupre | Michael A. White | | Michael Dillon | | Darrin M. Beaupre | | | | Jason S. Throne | | | | Andres Ruiz Briseno |

  48. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table.

  49. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO | Exclusion of Stock Awards and Option Awards for PEO | Inclusion of Equity Values for PEO | Compensation Actually Paid to PEO | | | ($) | ($) | ($) | ($) | | 2023 | 5,995,440 | (5,083,440) | 14,805,471 | 15,717,471 | | 2022 | 3,327,004 | (2,475,304) | 939,809 | 1,791,509 | | 2021 | 3,848,871 | (3,050,151) | 6,483,712 | 7,282,432 |

  50. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | | ($) | ($) | ($) | ($) | | 2023 | 2,015,255 | (1,443,635) | 3,475,112 | 4,046,732 | | 2022 | 2,013,622 | (1,630,380) | 1,368,431 | 1,751,673 | | 2021 | 2,467,285 | (1,941,516) | 1,844,716 | 2,370,485 |

  51. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  52. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO | Total - Inclusion of Equity Values for PEO | | | ($) | ($) | ($) | ($) | ($) | | 2023 | 11,289,648 | 3,002,655 | 513,168 | — | 14,805,471 | | 2022 | 3,608,304 | (869,464) | (1,799,031) | — | 939,809 | | 2021 | 3,378,987 | 1,499,572 | 1,605,153 | — | 6,483,712 |

  53. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | | ($) | ($) | ($) | ($) | ($) | | 2023 | 2,379,453 | 1,103,612 | 217,924 | (225,877) | 3,475,112 | | 2022 | 1,870,247 | (327,270) | (174,546) | — | 1,368,431 | | 2021 | 1,634,975 | 176,283 | 244,860 | (211,402) | 1,844,716 |

  54. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined Cash, Cash Equivalents and Marketable Securities to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs from 2021 to 2023. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between Compensation Actually Paid, Company Total Shareholder Return (“TSR”), and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Cash, Cash Equivalents and Marketable Securities The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Cash, Cash Equivalents and Marketable Securities during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers to have been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs from 2021 to 2023 to Company performance. The measures in this table are not ranked.

  55. Pay Versus Performance

    | Cash, Cash Equivalents and Marketable Securities |