DEF 14A of Tango Therapeutics, Inc., Apr 21, 2025

DEF 14A of Tango Therapeutics, Inc.

Filed Apr 21, 2025 · FY20240000950170-25-056230

Open on EDGAR

  1. Nominee for Election as Class I Director

    Nominee for Election as Class I Director Our board of directors has nominated Lesley Ann Calhoun for election as a Class I Director to serve for a three-year term ending at the 2028 annual meeting of stockholders and until her successor is elected and qualified. Ms. Calhoun is a current member of our board of directors and has consented to serve if elected.

  2. GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

    GENERAL INFORMATION ABOUT THE BOARD OF DIRECTORS

  3. Our Board of Directors

    Our Board of Directors On August 10, 2021, BCTG Acquisition Corp., a Delaware corporation, or BCTG, consummated a business combination, or Business Combination, pursuant to the terms of the Agreement and Plan of Merger, dated as of April 13, 2021, by and among BCTG, BCTG Merger Sub Inc., a Delaware corporation and Tango Therapeutics, Inc. (now known as Tango Therapeutics Sub, Inc., which we refer to as “Tango” in this proxy statement prior to the closing of the Business Combination). Upon the consummation of the Business Combination, our board of directors was divided into three staggered classes of directors, with each director assigned to one of the three classes. At each annual meeting of our stockholders, a class of directors will be elected for a three-year term to succeed the directors of the same class whose terms are then expiring. The terms of the directors will expire upon the election and qualification of successor directors at the Annual Meeting for the Class I Director, at the annual meeting of stockholders to be held during the year 2026 for Class II Directors and at the annual meeting of stockholders to be held during the year 2027 for Class III Directors. Lesley Ann Calhoun currently serves as our Class I Director, Malte Peters, M.D., Mace Rothenberg, M.D. and Kanishka Pothula currently serve as our Class II Directors and Alexis Borisy, John Ketchum and Barbara Weber, M.D. currently serve as our Class III Directors. Our charter and bylaws provide that the number of directors shall be fixed solely and exclusively by a resolution adopted from time to time by our board of directors.

  4. Class I Director Nominee for Election for a Three-Year Term Ending at the 2028 Annual Meeting

    Class I Director Nominee for Election for a Three-Year Term Ending at the 2028 Annual Meeting Lesley Ann Calhoun has served as a member of our board of directors since March 2021. Since June 2020, Ms. Calhoun has served as Executive Vice President and Chief Financial Officer at Aligos Therapeutics, Inc., (NASDAQ: ALGS), or Aligos, a clinical stage biopharmaceutical company; in January 2025, she was also appointed Chief Operating Officer at Aligos. From August 2016 to June 2020, Ms. Calhoun served as Senior Vice President of Finance & Administration and Chief Accounting Officer at Global Blood Therapeutics, Inc. (NASDAQ: GBT). From January 2013 to September 2015, Ms. Calhoun served as Vice President of Finance at Hyperion Therapeutics, Inc., a commercial pharmaceutical company that was acquired by Horizon Pharma plc, a biopharmaceutical company, in May 2015. Ms. Calhoun served as Senior Director of Finance and Corporate Controller at Theravance, Inc. (NASDAQ: TBPH), a biopharmaceutical company, from August 2005 to January 2013. Prior to Theravance, Ms. Calhoun held various senior finance positions of increasing responsibility where she oversaw all aspects of finance and accounting operations for U.S. and multinational, publicly-traded and pre-IPO stage technology companies and companies in the biopharmaceutical industry. Earlier in her career, Ms. Calhoun was a member of the audit practice of Deloitte & Touche LLP from 1989 to 2001. Ms. Calhoun holds a B.S. in business administration with a concentration in accounting from San Francisco State University and is a Certified Public Accountant (inactive). We believe that Ms. Calhoun’s financial and accounting expertise and her experience in the finance and life sciences industries qualify her to serve as a member of our board of directors.

  5. Class II Directors Continuing in Office Until the 2026 Annual Meeting

    Class II Directors Continuing in Office Until the 2026 Annual Meeting Malte Peters, M.D., has served on our board of directors since September 2018. Dr. Peters has been Chief Executive Officer of HOOKIPA Pharma Inc. (NASDAQ: HOOK), or HOOKIPA, a clinical stage biopharmaceutical company, since July 2024. In December 2022, Dr. Peters joined the board of directors of HOOKIPA, where he also served as an interim Senior Clinical Advisor from November 2023 to July 2024. From March 2020 to December 2022, Dr. Peters served as Chief Research and Development Officer of MorphoSys AG, a biopharmaceutical company, and prior to that served as its Chief Development Officer and member of its management board since March 2017. Prior to his time at MorphoSys, Dr. Peters served as the Global Head of Clinical Development of the Biopharmaceuticals Business Unit at Sandoz International. From 2004 to 2015, he served as Clinical Head and Site Head for Basel and East Hanover in the Department of Oncology Translational Medicine at Novartis. Dr. Peters has also held teaching appointments in Internal Medicine and Biochemistry at the University of Mainz, Germany, served as Research Scientist at the Amgen Research Institute in Toronto, Canada, as Director of Cancer Research at Merck KGaA and as Medical Director at Micromet AG. Dr. Peters received his Doctor of Medicine from the Freie Universität Berlin, Germany, and was trained at the Universities of Padova, Italy, and Bochum and Berlin, Germany. After scientific work at different universities, he habilitated in Internal Medicine at the University of Mainz, Germany. We believe Dr. Peters’s extensive knowledge of the biotechnology industry makes him qualified to serve on our board of directors. Mace Rothenberg, M.D., has served on our board of directors since March 2021. Dr. Rothenberg currently serves as the President and Executive Director of the Museum of Medicine and Biomedical Discovery, a position he has held since September 2022. Dr. Rothenberg was previously at Pfizer, Inc., a pharmaceutical company, where he served as Chief Medical Officer and Head of Worldwide Medical and Safety from 2019 to 2021, Chief Development Officer for Oncology from 2016 to 2018, and Senior Vice President for Clinical Development and Medical Affairs for Pfizer Oncology from 2008 to 2016. Prior to joining Pfizer, Dr. Rothenberg spent 25 years in academia, serving on the faculties of the University of Texas Health Science Center — San Antonio and Vanderbilt University Medical Center. Dr. Rothenberg is a fellow of the American College of Physicians and the American Society of Clinical Oncology and is board-certified in Internal Medicine and Medical Oncology. Dr. Rothenberg has been a member of the board of directors of Surrozen, Inc. (NASDAQ: SRZN), a biotechnology company discovering and developing drug candidates to selectively modulate the Wnt pathway, since May 2021, Aulos Bioscience, a privately-held immuno-oncology company, since March 2021, and Chiara Biosciences, a privately-held biotechnology company, since January 2023. Dr. Rothenberg received his B.A. from the University of Pennsylvania and his M.D. from the New York University School of Medicine. He completed his residency in Internal Medicine at Vanderbilt University and his fellowship in Medical Oncology at the National Cancer Institute. We believe Dr. Rothenberg’s industry experience and life science expertise make him qualified to serve on our board of directors. Kanishka Pothula has served as a member of our board of directors since November 2023. Mr. Pothula joined Nextech Ventures (US), an affiliate of Nextech Invest, in March 2023 and currently serves as a Managing Partner. Prior to joining Nextech Ventures (US), Mr. Pothula spent eleven years at BVF Partners, a biotechnology-focused hedge fund, where he served various roles throughout his tenure, most recently as Managing Partner. Mr. Pothula holds a M.S. in biotechnology from Georgetown University and a B.S. in bioengineering from the University of California, San Diego. We believe that Mr. Pothula’s extensive experience in finance and the life sciences industry make him qualified to serve on our board of directors.

  6. Class III Directors Continuing in Office Until the 2027 Annual Meeting

    Class III Directors Continuing in Office Until the 2027 Annual Meeting Alexis Borisy has served as a member of our board of directors since our founding in 2017 and as the chairman of the board of directors since August 2021. Mr. Borisy is the co-founder and operating chairman of Curie.Bio, a new model for venture in biotech that Mr. Borisy founded in 2022. In 2022, Mr. Borisy co-founded IDRx, Inc., a biopharmaceutical company (which was acquired by GlaxoSmithKline, LLC in February 2025) and did the initial build through Borisy Labs Production, LLC. Also in 2022, Mr. Borisy became a director of Nextech Invest, a Swiss-based venture firm, where he also serves as Chairman. Prior to its acquisition by Revolution Medicines, Inc. (NASDAQ: RVMD), Mr. Borisy served as Chief Executive Officer and Chairman of EQRx, Inc., (formerly NASDAQ: EQRX), a biotechnology company, from June 2019 to November 2023. From 2010 to June 2019, Mr. Borisy was a partner at Third Rock Ventures, a series of venture capital funds investing in life science companies. Mr. Borisy co-founded Blueprint Medicines Corporation (NASDAQ: BPMC), a biopharmaceutical company, and served as its Interim Chief Executive Officer from 2013 to 2014 and has served as a member of its board of directors since 2011. Mr. Borisy co-founded Foundation Medicine, Inc. and served as its Interim Chief Executive Officer from 2009 to 2011 and served as a member of its board of directors from 2009 to July 2018, until its acquisition by Roche. In addition, Mr. Borisy serves as a member of the board of directors of Relay Therapeutics, Inc. (NASDAQ: RLAY), Revolution Medicines, Inc. (NASDAQ: RVMD), and Blueprint Medicines (NASDAQ: BPMC). Mr. Borisy previously served on the board of directors of OPKO Health Inc. (NASDAQ: OPKO) and Magenta Therapeutics (formerly NASDAQ: MGTA, prior to its acquisition by Dianthus Therapeutics, Inc.). Mr. Borisy received an A.B. in Chemistry from the University of Chicago and an A.M. in Chemistry and Chemical Biology from Harvard University. We believe Mr. Borisy’s extensive experience as an executive of, and working with and serving on the boards of directors of, multiple biopharmaceutical and life sciences companies, his educational background and his experience working in the venture capital industry provide him with the qualifications and skills necessary to serve as a member of our board of directors. John Ketchum has served as a member of our board of directors since August 2023. Since 2018, Mr. Ketchum has operated Bonnieview Consulting, LLC, a consulting agency that provides strategic and business services to pharmaceutical and biotech companies from research and development to full commercialization stages. In 2019, Mr. Ketchum founded, and continues to provide advisory services to, CureLeads, a company that provides a range of services for biomedical firms commercializing specialty drugs in the Middle East and North Africa. From 1996 to 2017, Mr. Ketchum held various positions at Novartis International AG, including as Senior Vice President, Region Head, Emerging Growth Markets from 2014 to 2017 and Senior Vice President, Region Head, Latin America, from 2014 to 2017. Mr. Ketchum serves as an advisor and the Chairman of the Board of Ernest Pharmaceuticals LLC, a privately held oncology company. Mr. Ketchum received his B.A. from Hamilton College and his M.B.A. from the University of North Carolina at Chapel Hill. We believe Mr. Ketchum's industry experience and life science expertise, including his extensive work in commercializing pharmaceuticals in the U.S. and in international markets, make him qualified to serve on our board of directors. Barbara Weber, M.D. has served as our President and Chief Executive Officer since March 2017. Dr. Weber was a Venture Partner at Third Rock Ventures from March 2015 until June 2022, during which time she led the formation of the Company. Previously, Dr. Weber served as Senior Vice President, Oncology Translational Medicine, Novartis from 2009 to 2015, Vice President, Oncology, GSK plc from 2005 to 2009 and Professor, Medicine and Genetics, University of Pennsylvania from 1994 to 2005. Dr. Weber has served on the board of directors of Revolution Medicines, Inc. (NASDAQ: RVMD), a biotechnology company, since April 2018, and FOG Pharma, a private biopharmaceutical company, since October 2018. Dr. Weber served as a director of OPY Acquisition Corp. I (NASDAQ: OHAA), a special purpose acquisition company from October 2021 to December 2023. Dr. Weber received a B.S. in Chemistry and an M.D. from the University of Washington, and was a resident in internal medicine at Yale University and a fellow in Medical Oncology at the Dana-Farber Cancer Institute. We believe Dr. Weber is qualified to serve on our board based on her position as our President and Chief Executive Officer, her leadership experience and her extensive experience in the biopharmaceutical industry.

  7. Compensation Elements

    | Compensation Element | Purpose | Features | | Base salary | To attract, motivate and retain individuals with superior executive talent. | Fixed component of compensation to provide financial stability, reflecting an individual's skill sets, experience, roles and responsibilities. | | Annual performance-based cash bonus | To motivate and reward employees for achieving annual, short-term performance goals linked to the Company's growth and success which are intended to help drive the enhancement of stockholder value, as well as to facilitate executive retention. | Variable component of pay based on annual quantitative and qualitative achievement of pre-determined corporate performance goals. and, in the case of NEOs other than our CEO, the achievement of pre-determined individual performance goals | | Equity incentive compensation | To align the interests of our NEOs with those of our stockholders through long-term incentives linked to the Company's stock price performance and to retain and motivate NEOs. | Long-term compensation in the form of stock options and RSUs, which we believe aligns executive and stockholder interest and provides incentives for employee retention. |

  8. Compensation Governance Practices

    Compensation Governance Practices The board of directors and compensation committee recognize that implementing best practices with respect to compensation is important to achieving the goals of operating ethically, transparently and with the aim of achieving long-term stockholder value. Therefore, the following are important aspects of our compensation processes, decisions and programs: • Independent Compensation Committee. Our compensation committee consists solely of independent directors and they meet in executive session as needed and as required by the committee charter. • Independent Compensation Advisor. Our compensation committee engages Pearl Meyer & Partners, LLC, or Pearl Meyer, its own independent compensation advisor, to provide information on compensation developments and trends, peer group analysis related to annual executive compensation decisions and other advice on executive compensation. • Pay-for-Performance Guides the Compensation Philosophy. A significant portion of executive officer compensation is linked to corporate performance and executive compensation includes a significant long-term equity component, thereby making a substantial portion of each executive officer’s total compensation at risk and dependent upon our performance and stock price. This incentive structure motivates our executives to take actions that are designed to improve overall Company value and thereby act in the best interests of our stockholders. • No Single Trigger Payments on Change in Control. Change in control payments to our executive officers occur only upon a qualifying termination of employment within a set period of time, not automatically upon a change in control. • No Tax Gross-Ups. We do not provide for tax gross-ups on equity awards or "golden parachute" payments. • Compensation Clawback. The compensation committee has adopted a compensation recovery policy, in compliance with the SEC and Nasdaq listing rules, that requires that, in the event we restate our financial statements due to material noncompliance with any financial reporting requirement, we will recover any incentive-based compensation received by any current or former executive officer in the three years prior to the date that we are required to restate our financial statements that was in excess of the amount that would have been received based on the restated financial statements.

  9. Compensation Decision-Making Process

    Compensation Decision-Making Process Role of Board and Compensation Committee Our compensation committee oversees the design and implementation of our compensation program for our NEOs and other senior leaders and is primarily responsible for determining the compensation for all of our executive officers and senior leaders. Our compensation committee reviews and discusses management’s proposed compensation with our Chief Executive Officer for all executives other than the Chief Executive Officer. Based on those discussions and its discretion, taking into account the factors noted above, the compensation committee then sets the compensation for each executive officer other than the Chief Executive Officer and recommends the compensation for the Chief Executive Officer to our board of directors for approval. Our board of directors discusses the compensation committee’s recommendation and ultimately approves the compensation of our Chief Executive Officer without the Chief Executive Officer present. Role of Compensation Consultant Our compensation committee has the authority to engage the services of a consulting firm or other outside advisors to assist it in designing our executive compensation programs and in making compensation decisions. During 2024, the compensation committee continued to retain the services of Pearl Meyer as its external compensation consultant. Pearl Meyer advises on executive compensation matters, including our overall compensation program design and collection of market data to inform our compensation programs for our executive officers and members of our board of directors. It also reviews executives' contract terms to confirm that such terms are consistent with market information and identifies new trends and developments in executive compensation that the compensation committee should be aware of as it reviews compensation matters. Pearl Meyer reports directly to our compensation committee. As part of the annual compensation review process, our compensation committee assessed Pearl Meyer's independence for 2024 (consistent with Nasdaq listing standards) and concluded that the engagement of such consultant did not raise any conflicts of interest. Peer Group Companies To evaluate the total compensation of our NEOs, our compensation committee, with guidance from Pearl Meyer, establishes a peer group of publicly traded biotechnology companies based on the following criteria:

  10. Compensation Decision-Making Process

    Our compensation committee reviews our peer group at least annually and updates the peer group as needed. Additionally, due to the nature of our business, we may also compete with larger pharmaceutical companies and prestigious academic and non-profit organizations for executive talent. Our compensation committee believes the compensation practices of our peer group provide us with appropriate benchmarks for evaluating the compensation of our named executive officers. In addition to the peer group, the compensation committee also reviews industry and size specific compensation survey data to understand the competitiveness for certain of our named executive officer compensation opportunities. This information is intended to generally reflect the profile of the companies in our peer group, and is used when the peer group results for a certain role, or set of roles, do not contain a sufficient enough sample to make appropriate comparisons.

  11. Elements of Compensation

    Elements of Compensation As noted above, the primary elements of our executive compensation program are base salary, annual performance-based cash bonuses, and equity incentive awards. In setting executive base salaries and target cash bonuses and granting equity incentive awards, the compensation committee considered compensation for comparable positions in the market, historical compensation level of our executives, individual performance as compared to our expectations and objectives, our desire to motivate employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to value creation for our Company. When setting NEO compensation, the compensation committee targets a general competitive position, based on independent third-party benchmark analytics to inform the mix of compensation of base salary, target cash bonus and long-term incentives. While the benchmark data informs the compensation committee's executive compensation decision-making, it does not set compensation at a given percentile relative to the peer group or market data, as the compensation committee recognizes that there are individual factors, such as experience, contribution, increased responsibilities, among other factors, that are also important in setting compensation.

  12. Base Salaries

    (1) Mr. Barry was not a named executive officer until 2024. The compensation committee, in setting base salary compensation for the named executive officers (and all Company employees) for 2024, implemented a minimum increase to base salaries of 3.5% which, based on regional market data, reflect an increase in the cost-of-living. This was done to ensure that employees had salaries that allowed them to maintain their purchasing power and to remain competitive with the companies with which we compete for talent. Base salary increases for 2024 were effective as of January 1, 2024. Dr. Weber's base salary was increased in 2024 by an additional 5% (for a total increase of 8.5%). The compensation committee and the board of directors noted that the CEO's base salary was below the 50th percentile base salary for chief executive officers in the Company's peer group. The increase in Dr. Weber's base salary aligned her base salary with the 50th percentile chief executive officer base salary at our peer group companies (the compensation committee has generally targeted the CEO's base salary to be at the 50th percentile for all other peer group chief executive officer's base salaries). As noted above, the compensation committee compensation philosophy is to pay the executive officers a base salary that is competitive with the companies that we compete with for talent, and this increase was designed to, among other things, meet that compensation objective. Ms. Beckman's base salary was increased in 2024 by an additional 6.5% (for a total increase of 10%) to reflect the increase in the cost-of-living and to bring Ms. Beckman's base salary into better alignment with the peer group. This base salary was consistent with the 50th percentile of the peer group and other market data. Dr. Crystal's base salary was increased in 2024 by 3.5% to reflect the increase in the cost-of-living. This base salary was consistent with the 50th percentile of the peer group and other market data. Mr. Barry's base salary was increased in 2024 by 3.5% to reflect the increase in the cost-of-living. This base salary was consistent with the 50th percentile of the peer group and other market data.

  13. Non-Equity Incentive Plan Compensation

    Non-Equity Incentive Plan Compensation Our annual cash bonus program is intended to recognize and reward employees for achieving established objectives that are linked to the Company’s growth and success, with the goal of incentivizing our executives to take steps to meet our short-term financial and strategic objectives, thereby establishing the foundation for increasing the Company's intrinsic long-term value. The program rewards performance based on corporate and individual accomplishments (other than with respect to the CEO, whose annual cash bonus is determined solely based on corporate accomplishments). The compensation committee and the board endeavor to deliver a meaningful portion of total target cash compensation in the form of performance-based annual cash incentives. The board and the compensation committee believe that doing so is critical because the opportunity for a meaningful cash award will, together with strong management and accountability, drive executives to individually and collectively achieve and exceed our annual objectives. This approach supports the compensation committee's goal of linking a substantial portion of overall compensation to Company and the individual performance. The board of directors established bonus metrics that the compensation committee utilized in connection with the 2024 annual cash bonus program. The board of directors sets goals at the start of each performance year, in consultation with the compensation committee, and then the board tracks actual performance against these goals at each board meeting, with a final assessment occurring at the end of the annual performance year. Our Company performance goals are consistent throughout the organization to ensure there is full alignment and clarity on the critical goals for Tango. The 2024 annual cash bonus program provided for formula-based incentive payments based upon the achievement of certain corporate and individual performance goals and objectives approved by our compensation committee and board of directors. These targets were established in early 2024 and communicated to the executives (and remained unchanged during the year with the exception of the advancement of TNG348). Bonuses are targeted at a percentage of the executive officer’s base salary, and, to the extent earned, are paid out in the first quarter of the following year. In 2024, the board of directors and the compensation committee determined that it would maintain the bonus target for Ms. Beckman and Dr. Crystal to be consistent with their respective bonus targets in 2023, but increased the target bonuses, as a percentage of base salary, for Dr. Weber and Mr. Barry to better align with peer group data. The table below sets forth the named executive officers’ target annual cash bonus percentages for 2023 and 2024:

  14. Non-Equity Incentive Plan Compensation

    | Name | 2023 Bonus Target (%) | 2024 Bonus Target (%) | | Barbara Weber, M.D. | 55% | 60% | | Daniella Beckman | 40% | 40% | | Adam Crystal, M.D., Ph.D. | 45% | 45% | | Douglas Barry (1) | 35% | 40% |

  15. Non-Equity Incentive Plan Compensation

    (1) Mr. Barry was not a named executive officer until 2024. The corporate component of the 2024 annual cash bonus program consisted of the five separate metrics described below that were weighted as follows: • Target Discovery - weighted 10%. This target was designed to encourage our employees to identify validated novel targets and perform ligandability assessments to establish an enhanced and sustainable product pipeline that is designed to serve as the foundation for future clinical stage assets and growth opportunities for the Company. • Drug Discovery - weighted 10%. This target was established to incentivize our employees to continue to advance our identified programs into advanced drug discovery phases. • Clinical Development - weighted 50%. Given the importance of the clinical trial program to the Company's overall success and its long-term intrinsic value, drug development was the factor with the highest weighting as determined by the board of directors. This target was designed to meet our goals of: submitting an IND for TNG456, progressing on-going TNG462 clinical trials into dose expansion and establishing proof-of-concept for TNG260. The board of directors had also established an objective relating to TNG348, but the program was discontinued due to toxicity observed in the initial study cohorts. • Corporate Strategy - weighted 20%. This target was established to incentivize our employees to continue to generate scientific publications and disclosures that highlight the strength of our science, our discovery platform and our programs, as well as to meet budgetary and other important cash-based goals that are designed to allow for continued development of our product pipeline and the advance of clinical development programs in the future. • People - weighted 10%. This target was designed to reward results with respect to: (i) engagement survey results conducted with our associates, (ii) building out critical functions of our organization as we advanced our clinical trials and (iii) limiting employee turnover in a competitive environment for talent. In consultation with the board of directors, the compensation committee determined that the overall achievement of the corporate performance metrics for the 2024 annual cash bonus program was 113% of target for all employees, including the named executive officers. The following provides a description of the factors that the board of directors and the compensation committee considered in determining achievement of the metrics and the approved level of achievement: • Target Discovery - the goal was achieved at 110% of the target due to meeting the number of validated targets established by the board of directors and performing the requisite ligandability assessments, all of which increased the potential to introduce new novel targets for development by the drug discovery team. • Drug Discovery - the goal was achieved at 90% of the target as a result of meaningful progress toward selection of a potential new development candidate, but there was slower progress on two targets. • Clinical Development - the goal was achieved at 125% of the target due to having established proof-of-concept for each of TNG908, TNG462 and TNG260 during the year, completing the initial data release on TNG908 and TNG462, advancing substantial work on the TNG456 IND and the significant achievement of operating four clinical trials during the year and all being conducted either on schedule or ahead of schedule. Corporate Strategy- the goal was achieved at 90% of the target. While the scientific publications and presentations surpassed the existing objectives, goals with respect to certain financial metrics were below the established targets. People - the goal was achieved at 120% of the target due to the growth in the Company's headcount in certain important functional areas, including the additions of Ms. Carretero as Chief Human Resources Officer and key clinical development competencies that supported the conduct and advancement of our clinical trials. In addition, our employee turnover rate remained well below market standards and the metric established by the board of directors. As a result of this performance, which exceeded many of the objective goals set for 2024, the bonus payout based on the achievement of such objectives was approved at 113% of target. The following table reflects the target bonus as a percentage of base salary, the cash bonus payment at target and the actual bonus payout based on the success Tango achieved in 2024.

  16. Non-Equity Incentive Plan Compensation

    | Name | 2024 Bonus Target (%) | 2024 Bonus Target ($) | Actual 2024 Bonus ($) | | Barbara Weber, M.D. | 60% | 396,000 | 447,477 | | Daniella Beckman | 40% | 194,526 | 213,492 | | Adam Crystal, M.D., Ph.D. | 45% | 256,163 | 297,149 | | Douglas Barry | 40% | 180,480 | 204,845 |

  17. Non-Equity Incentive Plan Compensation

    All final bonus payments to our named executive officers are determined by our compensation committee (with the exception of the CEO, whose final bonus payment is determined by the board of directors), which, in each case, retains full discretion to adjust individual actual bonus awards based on the achievement of corporate and individual performance objectives, and may also adjust bonus awards based on other factors in their discretion. The compensation committee allocated 75% of the aggregate 2024 bonus payment to the corporate performance metrics and 25% to individual performance for named executive officers other than the CEO, whose final bonus payment is determined solely based on corporate performance and does not have an individual performance allocation. The board of directors determined that since Dr. Weber is responsible for overall corporate performance, the full amount of her cash bonus payment should be determined by reference to corporate performance relative to the metrics set by the board of directors, and not take into account any individual performance metrics. Individual performance objectives used for the other named executive officers are generally related to such named executive officer’s performance in his or her area of responsibility and his or her contributions to Tango, as well as embodying and living the Company's core cultural values (which includes team building and contributions, investing time in developing leaders and modeling diligence and professionalism in interactions with colleagues). The individual objectives assigned in 2024 to our named executive officers other than our CEO were as follows: • Daniella Beckman: Ms. Beckman was assigned objectives related to: (i) expanding corporate presence and influence, both externally and internally; and (ii) ensuring the continued evolution and excellence of the finance, business development, communications, information systems and facilities functional capabilities and processes to meet the needs of the company. For 2024, the compensation committee determined that Ms. Beckman achieved the combined performance metrics (i.e., corporate and individual metrics, including individual performance related to the Company's core values, together, at 110%). • Adam Crystal, M.D., Ph.D.: Dr. Crystal was assigned objectives related to (i) the continued advancement of the research and development pipeline, and (2) driving our clinical organization to enroll patients in clinical trials and execute on preparation for multiple monotherapy and combination trials in 2025 and 2026. For 2024, the compensation committee determined that Dr. Crystal achieved the combined performance factors at 116%. • Douglas Barry: Mr. Barry was assigned objectives relating to (i) establishing efficient contracting procedures to support the organization and (ii) developing standard operating procedures on certain legal and compliance processes. For 2024, the compensation committee determined that Mr. Barry achieved the combined performance factors at 114%.

  18. Equity Incentive Compensation

    Equity Incentive Compensation Our equity incentive awards granted to our named executive officers are designed to align their interests with those of our stockholders, and to retain and motivate our NEOs. We have historically used stock options as our primary form of long-term incentive compensation awards to our executive officers because stock options allow our executive officers to profit from this form of equity compensation only if our stock price increases relative to the stock option’s exercise price, which exercise price is set at the fair market value of our common shares on the date of grant. In 2023 and 2024, the compensation committee included restricted stock units, or RSUs, as a component of the long-term equity incentive package, in addition to stock options. The compensation committee determined that RSUs would be a valuable component of the overall compensation package for a number of reasons, including: (i) the use of RSUs as a part of equity compensation was being adopted by peer companies, and the inclusion of such awards allows for the attraction and retention of key talent as competition for talent increases, (ii) RSUs can provide value to executives and employees in a volatile market, and (iii) we can grant fewer RSUs than shares underlying options at an equivalent grant date fair value, which minimizes the dilution to our existing stockholders. For 2023 and 2024, the compensation committee determined to grant one RSU for every two shares of stock subject to a stock option award (a 2:1 ratio). Along with the 2024 cash bonus program, stock options and RSUs are a critical component of the variable portion of overall compensation that is designed to reward executive officer performance. Equity awards encourage our executives to focus on those corporate actions that drive increases in long-term value as reflected in our stock price. Further, the four-year vesting schedule encourages executives to remain employed by the Company for an extended period. As noted above, we believe RSUs, which accounted for a minority of the total annual equity package granted to each of our executives and employees in 2024, incentivize a focus on long-term value and stockholder interests even when market conditions may cause stock prices to decrease and further our objectives of retaining and motivating employees in a competitive market. We grant equity awards at such times as our board of directors or compensation committee determines appropriate. The Company's equity incentive program is reviewed on an annual basis by our compensation committee (usually in November or December of the year preceding the year in which grants are made) to analyze and confirm that the equity component of the compensation program is achieving its objectives to reward long-term performance and motivate and retain our NEOs. Our compensation committee reviews and determines the appropriate equity awards to be used that align with our business needs, our pay-for-performance philosophy and the practices of our peer group. The actual award or awards granted to each executive officer differ based on criticality and impact of the job on the Company, individual performance results, potential future expected contributions, skills, market competitiveness and other factors that the compensation committee determines necessary in order to advance the goals of our compensation philosophy. Our executives generally are awarded an initial equity grant in connection with their commencement of employment with us. Additional grants may be made periodically in order to specifically incentivize executives with respect to achieving corporate goals or to reward certain performance. Our stock options typically vest as to 25% of the underlying shares on the first anniversary of the vesting commencement date and in 36 equal monthly installments over the following three years, subject to the holder’s continued service relationship with us. All options are granted with an exercise price that is no less than the fair market value of our common stock on the date of such grant of such award. Our RSUs typically vest in three equal annual installments, subject to the holder’s continued service relationship with the Company. From time to time, the board of directors or compensation committee may also use alternative vesting schedules as it determines are appropriate to motivate particular employees. The table below sets forth the equity awards granted to our named executive officers in 2024:

  19. Equity Incentive Compensation

    | Name | Number of Shares Underlying Stock Options Granted in 2024 | Number of Shares Underlying Stock Awards Granted in 2024 | | Barbara Weber, M.D. | 523,012 | 87,168 | | Daniella Beckman | 236,475 | 39,413 | | Adam Crystal, M.D., Ph.D. | 279,593 | 46,599 | | Douglas Barry | 137,156 | 22,859 |

  20. Equity Award Grant Practices

    Equity Award Grant Practices The Company has an Equity Grant Award Policy to standardize the process of granting equity in accordance with applicable legal and regulatory requirements, and to enhance its internal controls. Under this policy, equity awards to the Company's employees, including NEOs, are typically approved by the board of directors, the compensation committee, or its/their delegate and granted on an annual basis on a predetermined date in the month of February. Equity grants to certain newly hired employees or promoted individuals, including executive officers, are made on the first trading day of each month following the later of (i) the date on which such individual's employment begins or promotion occurs or (ii) the date on which such grant is approved by the board of directors, the compensation committee, or its/there delegate(s). It is the Company's policy to not purposely accelerate or delay the release of material nonpublic information in consideration of a pending equity award in order to allow the grantee to benefit from a more favorable stock price. As required pursuant to Item 402(x) of Regulations S-K, the following table provides information regarding option awards granted to our named executive officers in the fiscal year ended December 31, 2024, during any period beginning four business days before the filing or furnishing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the Securities and Exchange Commission.

  21. Equity Award Grant Practices

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/Share) | Grant Date Fair Value of the Award | Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Following the Disclosure of Material Nonpublic Information | | Barbara Weber, M.D. | 2/1/2024 | 523,012 | 12.28 | 8.31 | 0.01% | | Daniella Beckman | 2/1/2024 | 236,475 | 12.28 | 8.31 | 0.01% | | Adam Crystal, M.D., Ph.D. | 2/1/2024 | 279,593 | 12.28 | 8.31 | 0.01% | | Douglas Barry | 2/1/2024 | 137,156 | 12.28 | 8.31 | 0.01% |

  22. Accounting for Stock-Based Compensation

    Accounting for Stock-Based Compensation We follow Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC Topic 718, for our stock-based compensation awards to employees and directors. ASC Topic 718 requires companies to measure the compensation expense for all share-based awards, including stock options and RSUs, 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 or directors may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based compensation awards in their statements of operations over the period that an employee or director is required to render service in exchange for the option or other award. The compensation committee considers the impact of ASC Topic 718 when making stock-based compensation awards.

  23. Summary Compensation Table

    Summary Compensation Table

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Barbara Weber, M.D.(4) | 2024 | 659,996 | — | 1,070,423 | 4,345,288 | 447,477 | 18,016(5) | 6,541,200 | | President, Chief Executive Officer and Director | 2023 | 625,997 | — | 465,634 | 1,885,613 | 396,576 | 17,238 | 3,391,059 | | | 2022 | 575,000 | — | — | 3,740,625 | 363,688 | 2,474 | 4,681,787 | | Daniella Beckman | 2024 | 486,314 | — | 483,992 | 1,964,682 | 213,492 | 17,810(6) | 3,166,290 | | Chief Financial Officer | 2023 | 441,777 | — | 170,778 | 691,570 | 209,999 | 8,620 | 1,522,744 | | | 2022 | 425,100 | — | — | 897,750 | 191,614 | 2,415 | 1,516,879 | | Adam Crystal, M.D., Ph.D.(7) | 2024 | 569,250 | — | 572,236 | 2,322,915 | 297,149 | 15,768(8) | 3,777,318 | | President of Research and Development | 2023 | 454,808 | 275,000 | 422,500 | 1,710,930 | 242,787 | 4,621 | 3,110,646 | | Douglas Barry (9) | 2024 | 451,200 | — | 280,709 | 1,139,519 | 204,845 | 18,177(10) | 2,094,450 | | Chief Legal Officer | | | | | | | | |

  25. Summary Compensation Table

    (1) Salary amount represents actual amounts paid for the years noted. See the CD&A above for additional information. (2) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the stock option awards or RSU awards computed in accordance with ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 2 and Note 11 to our audited financial statements contained in our Annual Report on Form 10-K filed with the SEC on February 27, 2025 for a discussion of assumptions made in determining the aggregate grant date fair value of stock option and RSU awards. These amounts do not reflect the actual economic value that may be realized by the named executive officer upon the vesting or exercise of the stock options or the sale of the common stock underlying such stock options or the vesting of RSUs and the sale of the shares received upon the vesting of the RSUs. (3) Reflects performance-based annual cash bonuses awarded to our named executive officers. See “CD&A — Non-Equity Incentive Plan Compensation” above for a description of the material terms of the program pursuant to which this compensation was earned. (4) Dr. Weber also serves as a member of our board of directors but does not receive any additional compensation for her service as a director. (5) The amounts reported include $13,800 of matching contributions made under our 401(k) plan, $2,170 of commuter benefits and $1,300 of expenses for phone services that the Company paid for on behalf of Dr. Weber. (6) The amounts reported include $13,800 of matching contributions made under our 401(k) plan, $2,170 of commuter benefits and $1,300 of expenses for phone services that the Company paid for on behalf of Ms. Beckman. (7) Dr. Crystal’s employment with Tango began on February 27, 2023. His base salary and bonus were prorated to reflect his partial year of employment from February 27, 2023 through December 31, 2023. (8) The amounts reported include $12,174 of matching contributions made under our 401(k) plan, $2,170 of commuter benefits and $1,300 of expenses for phone services that the Company paid for on behalf of Dr. Crystal. (9) Douglas Barry was not a named executive officer until 2024. Prior year compensation is excluded. (10) The amounts reported include $13,800 of matching contributions made under our 401(k) plan, $2,170 of commuter benefits and $1,300 of expenses for phone services that the Company paid for on behalf of Mr. Barry.

  26. Grants of Plan-Based Awards for Fiscal Year 2024

    Grants of Plan-Based Awards for Fiscal Year 2024 The following table presents information regarding each grant of an award made to our named executives officer during the fiscal year ended December 31, 2024 under any plan, contract, authorization or arrangement pursuant to which cash, securities, similar instruments or other property may be received.

  27. Grants of Plan-Based Awards for Fiscal Year 2024

    | Name | Grant Date | Date of Compensation Committee Approval | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | All other stock awards: Number of shares of stock or units (#)(2) | All other option awards: Number of securities underlying options (#) | Exercise or base price of option awards ($/Sh)(3) | Grant date fair value of stock and option awards (4) | | | | | Target ($) | | | | | | Barbara Weber, M.D. | | | 396,000 | | | | | | | 2/1/2024 | 12/10/2023 | | 87,168 | — | — | 1,070,423 | | | 2/1/2024 | 12/10/2023 | | — | 523,012 | 12.28 | 4,345,288 | | Daniella Beckman | | | 194,526 | | | | | | | 2/1/2024 | 12/10/2023 | | 39,413 | — | — | 483,992 | | | 2/1/2024 | 12/10/2023 | | — | 236,475 | 12.28 | 1,964,682 | | Adam Crystal, M.D., Ph.D. | | | 256,163 | | | | | | | 2/1/2024 | 12/10/2023 | | 46,599 | — | — | 572,236 | | | 2/1/2024 | 12/10/2023 | | — | 279,593 | 12.28 | 2,322,915 | | Douglas Barry | | | 180,480 | | | | | | | 2/1/2024 | 12/10/2023 | | 22,859 | — | — | 280,709 | | | 2/1/2024 | 12/10/2023 | | — | 137,156 | 12.28 | 1,139,519 |

  28. Grants of Plan-Based Awards for Fiscal Year 2024

    (1) Amounts shown in the “Target ($)” column reflect the target amounts payable to each named executive officer under our 2024 annual cash bonus plan as described under “CD&A —Non-Equity Incentive Plan Compensation” above. Actual payments attributable to performance in 2024 are provided in the “2024 Summary Compensation Table” above. There are no threshold or maximum amounts with respect to these performance-based cash payments. (2) The amounts shown represent the number of RSUs granted pursuant to our 2021 Stock Option and Incentive Plan, or the 2021 Plan. (3) The exercise price of these stock options is equal to the closing price of our common stock as reported on the Nasdaq Global Select Market on the grant date. (4) These amounts represent the aggregate grant date fair value of stock option awards and RSU awards granted to our named executive officers in 2024, computed in accordance with ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 2 and Note 11 to our audited financial statements contained in our Annual Report on Form 10-K filed with the SEC on February 27, 2025 for a discussion of assumptions made in determining the aggregate grant date fair value of stock option and RSU awards. These amounts do not reflect the actual economic value that may be realized by the named executive officer upon the vesting or exercise of the stock options or the sale of the common stock underlying such stock options or the vesting of RSUs and the sale of the shares received upon the vesting of the RSUs.

  29. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information regarding all outstanding equity awards held by each of our named executive officers as of December 31, 2024.

  30. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | Name | Grant Date | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | | Barbara Weber, M.D. | 1/24/2019 | 1/1/2019 | 219,151 | —(4) | 1.53 | 1/23/2029 | — | — | | | 1/30/2020 | 1/1/2020 | 219,150 | —(4) | 1.65 | 1/29/2030 | — | — | | | 1/28/2021 | 1/1/2021 | 1,257,313 | 26,752(4) | 3.50 | 1/27/2031 | — | — | | | 8/12/2021 | 8/12/2021 | 801,170 | 160,234(4) | 9.56 | 8/11/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 455,729 | 169,271(4) | 9.22 | 1/31/2032 | — | — | | | 3/1/2023 | 1/1/2023 | 257,443 | 279,830(4) | 5.20 | 2/28/2033 | 59,697(7) | 184,464 | | | 2/1/2024 | 1/1/2024 | — | 523,012(4) | 12.28 | 1/31/2034 | 87,168(8) | 269,349 | | Daniella Beckman | 10/18/2019 | 9/10/2019 | 165,433 | —(5) | 1.53 | 10/17/2029 | — | — | | | 1/30/2020 | 11/1/2019 | 55,201 | —(5) | 1.65 | 1/29/2030 | — | — | | | 10/1/2020 | 7/1/2020 | 68,108 | —(5) | 3.21 | 9/30/2030 | — | — | | | 1/28/2021 | 1/1/2021 | 86,314 | 1,837(4) | 3.50 | 1/27/2031 | — | — | | | 8/12/2021 | 8/12/2021 | 317,070 | 63,415(4) | 9.56 | 8/11/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 109,375 | 40,625(4) | 9.22 | 1/31/2032 | — | — | | | 3/1/2023 | 1/1/2023 | 94,419 | 102,632(4) | 5.20 | 2/28/2033 | 21,895(7) | 67,656 | | | 2/1/2024 | 1/1/2024 | — | 236,475(4) | 12.28 | 1/31/2034 | 39,413(8) | 121,786 | | Adam Crystal, M.D., Ph.D. | 3/1/2023(6) | 2/27/2023 | 223,437 | 264,063(4) | 5.20 | 2/28/2033 | 54,166(7) | 167,373 | | | 2/1/2024 | 1/1/2024 | — | 279,593(4) | 12.28 | 1/31/2034 | 46,599(8) | 143,991 | | Douglas Barry | 8/12/2021 | 8/12/2021 | 205,246 | 41,050(4) | 9.56 | 8/11/2031 | — | — | | | 2/1/2022 | 1/1/2022 | 50,677 | 18,823(4) | 9.22 | 1/31/2032 | — | — | | | 3/1/2023 | 1/1/2023 | 68,707 | 74,684(4) | 5.20 | 2/28/2033 | 15,932(7) | 49,230 | | | 2/1/2024 | 1/1/2024 | — | 137,156(4) | 12.28 | 1/31/2034 | 22,859(8) | 70,634 |

  31. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Each stock option granted prior to the closing of the Business Combination in August 2021 was granted under our 2017 Stock Option and Grant Plan, or the 2017 Plan. Each stock option and RSU award granted after the closing of the Business Combination was granted pursuant to our 2021 Plan, unless otherwise noted. (2) All of the option awards listed in the table were granted with an exercise price per share that is no less than the fair market value of our common stock on the date of grant of such award. For information regarding the valuation of equity awards, see Note 2 and Note 11 to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 27, 2025. The amounts presented do not correspond to the actual value that may be recognized by the named executive officer upon vesting or exercise of the stock options or the sale of the shares of common stock underlying such stock options. (3) The market value of the RSU awards is based on the closing price of $3.09 per share of the Company’s common stock on December 31, 2024, the last trading day of the year, as reported on the Nasdaq Global Market. (4) These stock options vest as follows: 25% of the shares vest on the first anniversary of the vesting commencement date and the remaining 75% of the shares vest in 36 equal monthly installments thereafter, subject to continued employment with the Company through the applicable vesting date. (5) These stock options vested in equal monthly installments over 48 months following the vesting commencement date, subject to continued employment with the Company through the applicable vesting date. (6) These stock options and RSUs were granted pursuant to our 2023 Inducement Plan. (7) These RSUs vest in equal annual installments over three years on each of February 5, 2024, February 3, 2025 and February 2, 2026, subject to the named executive officer's continued employment with the Company through the applicable vesting date. (8) These RSUs vest in equal annual installments over three years on each of February 3, 2025, February 2, 2026 and February 1, 2027, subject to the named executive officer's continued employment with the Company through the applicable vesting date.

  32. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table presents information regarding option exercises and the vesting of RSU awards by each of our named executive officers during the fiscal year ended December 31, 2024.

  33. Option Exercises and Stock Vested in 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Barbara Weber, M.D. | — | — | 29,848 | 371,906 | | Daniella Beckman | — | — | 10,947 | 136,400 | | Adam Crystal, M.D., Ph.D. | — | — | 27,084 | 337,467 | | Douglas Barry | — | — | 7,966 | 99,256 |

  34. Option Exercises and Stock Vested in 2024

    (1) There were no option exercises by the named executive officers during the year ended December 31, 2024. (2) The value realized upon vesting of RSUs is calculated by multiplying the number of RSUs vested by the closing price market price of a share of our common stock as reported on the Nasdaq Global Select Market on the vest date.

  35. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The amount of compensation and benefits payable to each named executive officer under our employment agreements in various termination and/or change-in-control situations has been estimated in the table below, which assumes that such termination and/or change-in-control occurred on December 31, 2024 and that no noncompetition-related payments will be made following any such termination. Such compensation and benefits amounts were calculated based on employment agreements in effect on December 31, 2024. The value of the equity vesting acceleration was calculated based on the assumption that the change-in-control and/or the executive’s employment termination occurred on December 31, 2024. For purposes of the following table, we have used $3.09 per share, which was the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2024, the last trading day of the year 2024, to estimate the value of our common stock upon acceleration. The value of the option vesting acceleration was calculated by multiplying the number of unvested shares underlying stock options subject to vesting acceleration as of December 31, 2024 by the difference between the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2024 and the exercise price for such unvested stock options. The value of the RSU vesting acceleration was calculated by multiplying the number of unvested RSUs subject to vesting acceleration as of December 31, 2024 by the closing price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2024.

  36. Potential Payments Upon Termination or Change in Control

    | | | Triggering Event | | | Name | Benefit | Resignation for Good Reason or Termination Without Cause Outside of 12 Months of the Change in Control Period ($) | Resignation for Good Reason or Termination Without Cause Within 12 Months of the Change in Control Period ($) | | Barbara Weber, M.D. | Severance payments | 660,000(1) | 990,000(2) | | President, Chief Executive Officer and Director | Cash incentive payments | 396,000(3) | 594,000(4) | | | Health care continuation | 17,029(5) | 25,544(6) | | | Acceleration of equity award vesting | 182,013(7) | 895,312(8) | | | Total | 1,255,042 | 2,504,856 | | Daniella Beckman | Severance payments | 486,314(1) | 486,314(1) | | Chief Financial Officer | Cash incentive payments | 194,526(3) | 194,526(3) | | | Health care continuation | 24,137(5) | 24,137(5) | | | Acceleration of equity award vesting | - | 298,358(8) | | | Total | 704,977 | 1,003,335 | | Adam Crystal, M.D., Ph.D. | Severance payments | 569,250(1) | 569,250(1) | | President of Research and Development | Cash incentive payments | 256,163(3) | 256,163(3) | | | Health care continuation | -(5) | -(5) | | | Acceleration of equity award vesting | - | 532,436(8) | | | Total | 825,413 | 1,357,849 | | Douglas Barry | Severance payments | 225,600(4) | 338,400(5) | | Chief Legal Officer | Cash incentive payments | - | 180,480(3) | | | Health care continuation | 12,069(9) | 18,103(10) | | | Acceleration of equity award vesting | - | 233,967(8) | | | Total | 237,669 | 770,950 |

  37. Potential Payments Upon Termination or Change in Control

    (1) Represents continued base salary in an amount equal to twelve (12) months of the named executive officers annual base salary in effect as of December 31, 2024. (2) Represents continued base salary in an amount equal to eighteen (18) months of the named executive officers annual base salary in effect as of December 31, 2024. (3) Represents a lump sum in cash in an amount equal to 1 times the named executive officers target annual cash incentive compensation in effect as of December 31, 2024. (4) Represents a lump sum in cash in an amount equal to 1.5 times the named executive officers target annual cash incentive compensation in effect as of December 31, 2024. (5) Represents the aggregate of monthly cash payments for twelve (12) months for continued medical and dental benefits for the named executive officer. (6) Represents the aggregate of monthly cash payments for eighteen (18) months for continued medical and dental benefits for the named executive officer. (7) Represents the acceleration of vesting of twelve (12) months of the unvested stock options and other stock-based awards subject solely to time-based vesting held by the named executive officer on December 31, 2024. (8) Represents the acceleration of vesting of 100% of the unvested stock options and other stock-based awards subject solely to time-based vesting held by the named executive officer on December 31, 2024. (9) Represents the aggregate of monthly cash payments for six (6) months for continued medical and dental benefits for the named executive officer. (10) Represents the aggregate of monthly cash payments for nine (9) months for continued medical and dental benefits for the named executive officer.

  38. CEO Pay Ratio

    CEO Pay Ratio 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 the following information about the relationship of the annual total compensation of our employees to the annual total compensation of Barbara Weber, M.D., our current President and Chief Executive Officer. Pay Ratio For the Fiscal Year 2024: • The total annual total compensation of our median employee, other than our principal executive officer, was $294,361. Dr. Weber’s annual total compensation, as reported in the “Total” column of the “Summary Compensation Table,” was $6,541,200. Based on this information, the ratio of the annual total compensation of Dr. Weber to the total annual compensation of the median employee other than Dr. Weber is approximately 22 to 1. Identification of Median Employee The Company selected December 31, 2024, the last day of fiscal year 2024, as the date on which to determine its median employee. As of that date, we had 155 employees. For purposes of identifying the median employee, we considered the aggregate of the following compensation elements for each of its employees, as compiled from its internal records as of December 31, 2024: • Earned base salary or base wages for the period beginning on January 1, 2024 and ending on December 31, 2024; • Target bonuses for fiscal year 2024; and • Target long-term equity awards. We selected the above compensation elements because they represent its principal broad-based compensation elements. Because all of our employees are in the U.S., we did not make any cost-of-living adjustments or exclude any foreign jurisdictions in accordance with Item 402(u) of Regulation S-K. In determining the annual total compensation of the median employee, the employee’s compensation was calculated in accordance with Item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure rules. This calculation is the same calculation used to determine total compensation for purposes of the Summary Compensation Table with respect to each of our NEOs. 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. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  39. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, Tango is providing the following information about the relationship between the executive compensation actually paid to our named executive officers and certain aspects of our financial performance. The following table sets forth the compensation for our Chief Executive Officer and the average compensation for our other named executive officers (Non-CEO NEOs), both as reported in the Summary Compensation Table and with certain adjustments to reflect the “Compensation Actually Paid”, or CAP, to such individuals, as defined under SEC rules, for each of 2024, 2023, and 2022. The table also provides information on our cumulative total shareholder return, or TSR, the cumulative TSR of the Nasdaq Biotechnology Index and our Net Loss over such years in accordance with SEC rules. As a clinical stage biotech company, we do not use any financial performance measures in our compensation program or for comparison to any corporate goals. For further information concerning our pay for performance philosophy and how we align executive compensation with our performance, please refer to “Compensation Discussion and Analysis.” Pay Versus Performance Table

  40. Pay Versus Performance

    | | | | | | Year-end Value of $100 Invested on 12/31/2021 in: | | | | Year | Summary Compensation Table Total for Dr. Weber ($)(1) | Compensation Actually Paid to Dr. Weber ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3)(4) | TNGX ($) | Nasdaq Biotechnology Index ($) | Net Loss ($ millions) | | 2024 | 6,541,200 | (3,076,115) | 3,012,686 | (370,843) | 28.2 | 93.5 | (130.3) | | 2023 | 3,391,059 | 8,141,931 | 2,134,765 | 3,049,295 | 90.5 | 94.0 | (101.7) | | 2022 | 4,681,787 | (2,846,266) | 1,667,890 | (72,512) | 66.3 | 89.9 | (108.2) |

  41. Pay Versus Performance

    (1) Barbara Weber, M.D., has served as the Company's PEO since March 2017. (2) Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  42. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | | | Dr. Weber | Average Non-PEO NEOs | Dr. Weber | Average Non-PEO NEOs | Dr. Weber | Average Non-PEO NEOs | | Total Compensation from Summary Compensation Table | $6,541,200 | 3,012,686 | 3,391,059 | 2,134,765 | 4,681,787 | 1,667,890 | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(5,415,711) | $(2,254,684) | $(2,351,247) | $(1,333,526) | $(3,740,625) | $(1,047,375) | | Year-end fair value of unvested awards granted in the current year | $986,795 | $410,826 | $5,056,057 | $2,353,493 | $2,465,703 | $690,397 | | Year-over-year difference of year-end fair values for | $(4,053,246) | $(1,406,563) | $2,709,513 | $263,334 | $(3,614,250) | $(740,130) | | unvested awards granted in prior years | | | | | | | | Fair values at vest date for awards granted and vested in current year | $- | $- | $- | $7,153 | $- | $- | | Difference in fair values between prior year-end fair values and vest | $(1,135,153) | $(133,108) | $(663,451) | $(116,446) | $(2,638,881) | $(643,294) | | date fair values for awards granted in prior years | | | | | | | | Forfeitures during current year equal to prior year-end fair value | $- | $- | $- | $(259,478) | $- | $- | | Total Adjustments for Equity Awards | $(9,617,316) | $(3,383,529) | $4,750,872 | $914,530 | $(7,528,053) | $(1,740,402) | | Compensation Actually Paid (as calculated) | $(3,076,115) | $(370,843) | $8,141,931 | $3,049,295 | $(2,846,266) | $(72,512) |

  43. Pay Versus Performance

    (3) The following summarizes the valuation assumptions used for stock option awards included as part of Compensation Actually Paid: - Expected life of each stock option is based on the "simplified method" using an average of the remaining vest and remaining term, as of the vest/FYE date. - Strike price is based on each grant date closing price and asset price is based on each vest/FYE closing price. - Risk free rate is based on the Treasury Constant Maturity rate closest to the remaining expected life as of the vest/FYE date. - Historical volatility is based on daily price history for each expected life (years) prior to each vest/FYE date. Closing prices provided by S&P Capital IQ are adjusted for dividends and splits. - Represents annual dividend yield on each vest/FYE date. (4) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2024: Daniella Beckman, Adam Crystal, M.D., Ph.D., & Douglas Barry 2023: Daniella Beckman, Adam Crystal, M.D., Ph.D., & Alan Huang, Ph.D. 2022: Daniella Beckman & Alan Huang, Ph.D.

  44. Relationship between Compensation Actually Paid and Company Performance Measures

    Relationship between Compensation Actually Paid and Company Performance Measures The following charts show the relationships over the past three years of the CAP for our CEO and Non-CEO NEOs as compared to our cumulative TSR, the cumulative NASDAQ Biotechnology Index TSR, and our net loss.

  45. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION We have adopted an amended and restated non-employee director compensation policy under which each non-employee director receives the following amounts for his or her services on our board of directors. A stock option to purchase 60,000 shares of our common stock and an RSU award covering 10,000 shares of our common stock upon the director’s initial election or appointment to our board of directors. The stock options vest over 36 substantially equal monthly installments over three years from the date of grant and the RSUs vest in three equal annual installments over three years from the date of grant (the specific vesting dates are established by the compensation committee), in each case subject to continued service as a director through the applicable vesting date. • An annual option to purchase 37,500 shares of our common stock and an RSU award covering 6,250 shares of our common stock on the date of the annual meeting for such year. The annual option award vests in 12 substantially equal monthly installments over one year from the date of grant and the annual RSU award vests in its entirety on the earlier of (i) the first anniversary of the date of grant and (ii) the date of the next annual meeting of stockholders, in each case subject to continued service as a director through the applicable vesting date. Directors who were elected in the 12 months preceding the annual grant receive a pro-rated portion of the annual stock option grant and RSU award based on the number of months of time in service on the board. • An annual director fee of $40,000. • If the director serves on a committee of our board of directors or in the other capacities stated below, an additional annual fee as follows: o Non-executive chairperson, $30,000 o Lead independent director, $15,000 o Audit committee chairperson, $15,000 o Audit committee member, $7,500 o Compensation committee chairperson, $12,000 o Compensation committee member, $6,000 o Nomination and governance committee chairperson, $10,000 o Nomination and governance committee member, $5,000 Options granted to our non-employee directors under the non-employee director compensation policy have an exercise price equal to the fair market value of our common stock on the date of grant and will expire not later than ten years after the date of grant. All unvested options and RSU awards held by non-employee members of the board of directors vest in full upon the occurrence of a change in control. In May 2024, the compensation committee revised the non-employee director compensation policy as follows: • The annual cash retainer payable to the non-executive compensation committee chairperson be increased from $10,000 to $12,000. • The annual cash retainer payable to the non-executive compensation committee member be increased from $5,000 to $6,000. • The annual cash retainer payable to the non-executive nomination and governance committee chairperson be increased from $8,000 to $10,000. • The annual cash retainer payable to the non-executive nomination and governance committee member be increased from $4,000 to $5,000. In 2024, the board of directors, based on the recommendation of the compensation committee, amended the non-employee director compensation policy to increase the number of: (i) shares underlying stock options granted to non-employee directors from 30,000 to37,500; and (ii) RSUs granted to non-employee directors from 5,000 to 6,250 RSUs. This increase was approved by the board of directors to align director equity compensation with the median equity compensation paid to non-employee directors at our peer companies.

  46. 2024 Non-Employee Director Compensation Table

    2024 Non-Employee Director Compensation Table The table below shows the cash fees paid to our non-employee directors in connection with their service on our board of directors, and the stock option awards and RSUs granted to our non-employee directors, during the fiscal year ended December 31, 2024.

  47. 2024 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid In Cash ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(2)(3) | Total ($) | | Alexis Borisy | 77,500 | 46,313 | 194,588 | 318,401 | | John Ketchum(4) | 45,750 | 34,738 | 145,941 | 226,429 | | Kanishka Pothula(5) | — | — | — | — | | Lesley Ann Calhoun | 59,750 | 46,313 | 194,588 | 300,651 | | Mace Rothenberg, M.D. | 55,250 | 46,313 | 194,588 | 296,151 | | Malte Peters, M.D. | 51,500 | 46,313 | 194,588 | 292,401 |

  48. 2024 Non-Employee Director Compensation Table

    (1) Amounts represent cash compensation earned and paid pursuant to our amended and restated non-employee director compensation policy. (2) The amounts reported represent the aggregate grant-date fair value of stock options and RSUs awarded to our non-employee directors in 2024, calculated in accordance with ASC Topic 718, disregarding the effect of estimated forfeitures related to service-based vesting. See Note 2 and Note 11 to our audited financial statements contained in our Annual Report on Form 10-K for the year ended December 31, 2024 as filed with the SEC on February 27, 2025 for a discussion of assumptions made in determining the aggregate grant date fair value of stock option and RSU awards. The amounts presented do not correspond to the actual value that may be recognized by the applicable director upon vesting or exercise of the stock options or the sale of the shares of common stock underlying such stock options or the vesting of RSUs and the sale of the shares received upon the vesting of the RSUs. (3) The table below shows the aggregate number of shares underlying stock option awards (exercisable and unexercisable) and unvested RSUs held as of December 31, 2024 by each non-employee director who served as a non-employee director during the year ended December 31, 2024:

  49. 2024 Non-Employee Director Compensation Table

    | | Option Awards | Stock Awards | | Name | Shares Subject to Outstanding Options | Shares Subject to Outstanding RSUs | | Alexis Borisy | 238,963 | 6,250 | | John Ketchum | 88,125 | 11,355 | | Kanishka Pothula | — | — | | Lesley Ann Calhoun | 192,425 | 6,250 | | Mace Rothenberg, M.D. | 192,425 | 6,250 | | Malte Peters, M.D. | 226,395 | 6,250 |

  50. 2024 Non-Employee Director Compensation Table

    (4) Mr. Ketchum was elected as a member of the board of directors on August 29, 2023 and thus received a pro-rated portion of the annual stock option grant and RSU award based on the number of months of time in service on the board per the non-employee director compensation policy above. (5) Mr. Pothula has waived cash and equity compensation retainers for services on the board of directors.

  51. Interests of Directors and Executive Officers

    Interests of Directors and Executive Officers Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock.