DEF 14A of Cardiff Oncology, Inc., Apr 29, 2025

DEF 14A of Cardiff Oncology, Inc.

Filed Apr 29, 2025 · FY20240000950170-25-060074

Open on EDGAR

  1. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees The Corporate Governance/Nominating Committee is responsible for identifying, considering and recommending candidates to the Board of Directors for Board membership. A variety of methods are used to identify and evaluate director nominees, with the goal of maintaining and further developing a experienced and highly qualified Board of Directors. Candidates may come to our attention through current members of our Board of Directors, professional search firms, stockholders or other persons. The Corporate Governance/Nominating Committee will recommend to the Board of Directors for selection all nominees to be proposed by the Board of Directors for election by the stockholders, including approval or recommendation of a slate of director nominees to be proposed by the Board of Directors for election at each annual meeting of stockholders, and will recommend all director nominees to be appointed by the Board of Directors to fill interim director vacancies. Our Board of Directors encourages selection of directors who will contribute to the company’s overall corporate goals. The Corporate Governance/Nominating Committee may from time to time review and recommend to the Board of Directors the desired qualifications, expertise and characteristics of directors, including such factors as breadth of experience, knowledge about our business and industry, willingness and ability to devote adequate time and effort to the Board of Directors, ability to contribute to the Board of Directors’ overall effectiveness, and the needs of the Board of Directors and its committees. Exceptional candidates who do not meet all of these criteria may still be considered. In evaluating potential candidates for the Board of Directors, the Corporate Governance/Nominating Committee considers these factors in the light of the specific needs of the Board of Directors at that time. In addition, under our Corporate Governance Guidelines, a director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities. Accordingly, a director is expected to regularly attend meetings of the Board of Directors and committees on which such director sits, and to review prior to meetings material distributed in advance for such meetings. Thus, the number of other public company boards and other boards (or comparable governing bodies) on which a prospective nominee is a member, as well as his or her other professional responsibilities, will be considered. Also, under our Corporate Governance Guidelines, there are no limits on terms that may be served by a director. However, in connection with evaluating recommendations for nomination for reelection, the Corporate Governance/Nominating Committee considers director tenure. We value diversity of backgrounds, experience and perspectives on a company-wide basis but have not adopted a specific policy regarding Board diversity.

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, the stockholders will elect seven (7) directors to hold office until the 2026 Annual Meeting. Directors are elected by a plurality of votes cast by stockholders. In the event the nominees are unable or unwilling to serve as directors at the time of the Annual Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board will be reduced in accordance with the Bylaws of the Company. The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected. Assuming a quorum is present, the seven (7) nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company to serve for a one-year term. Unless marked otherwise, proxies received will be voted “FOR” the election of the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders. Our Board of Directors, acting through the Corporate Governance/Nominating Committee, will make a determination whether or not to request the resignation of an incumbent director who failed to receive a majority of the vote cast. We will publicly disclose our Board of Directors' decision and reasoning.

  3. Information with Respect to Director Nominees

    Information with Respect to Director Nominees Listed below are the current directors who are nominated to hold office until their successors are elected and qualified, and their ages as of April 28, 2025.

  4. Information with Respect to Director Nominees

    | | | Committee Memberships | | | | Name | Age | Audit | Compensation | Governance/ Nominating | | Dr. James O. Armitage, M.D. | 78 | | | X | | Mark Erlander, Ph.D. | 65 | | | | | Dr. Rodney S. Markin, M.D., Ph.D. | 68 | X | X | | | Mani Mohindru, Ph.D. | 53 | X | | X | | Gary W. Pace, Ph.D. | 77 | | X | C | | Renee P. Tannenbaum, Pharm.D. | 73 | | C | | | Lâle White | 69 | C | | |

  5. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Under our non-employee director compensation policy, a new non-employee director receives an initial grant of options to purchase a number of shares of common stock that considers the competitive market for comparable companies. These options vest in equal annual installments over 3 years. In addition, each non-employee director receives the following annual compensation for his or her service:

  6. DIRECTOR COMPENSATION

    | | | Committee membership | | | | | Annual retainer non- employee board member | Audit | Compensation | Corporate Governance/Nominating | | Chair | $105,000 | $16,000 | $10,000 | $8,000 | | Member | $65,000 | $8,000 | $6,000 | $4,000 |

  7. DIRECTOR COMPENSATION

    In addition, each non-employee director receives an annual equity grant of options to purchase a number of shares of common stock that considers the market for comparable companies. As a result, the 2024 option grant for continuing directors was equal to 29,700 stock options, which vest on the one-year anniversary of the date of the grant and had an exercise price of $2.33 (subject to adjustment for recapitalizations, stock split, stock dividends and the like). The following table sets forth summary information concerning the total compensation paid to our non-employee directors in 2024, paid quarterly in arrears, for services to our company:

  8. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Dr. James O. Armitage, M.D.(2) | 69,000 | 56,460 | 125,460 | | Dr. Rodney S. Markin, M.D., Ph.D.(3) | 119,000 | 56,460 | 175,460 | | Mani Mohindru, Ph.D.(4) | 77,000 | 56,460 | 133,460 | | Gary W. Pace, Ph.D.(5) | 79,000 | 56,460 | 135,460 | | Renee P. Tannenbaum, Pharm.D.(6) | 75,000 | 56,460 | 131,460 | | Lâle White(7) | 81,000 | 56,460 | 137,460 |

  9. DIRECTOR COMPENSATION

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts represent the aggregate grant date fair value of stock option awards determined in accordance with FASB ASC Topic 718. The valuation assumptions used in determining 2024 amounts are described in Note 6 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. (2) As of December 31, 2024, 146,974 stock options were outstanding, of which 117,274 were exercisable. (3) As of December 31, 2024, 181,523 stock options were outstanding, of which 151,823 were exercisable. (4) As of December 31, 2024, 128,201 stock options were outstanding, of which 98,501 were exercisable. (5) As of December 31, 2024, 146,974 stock options were outstanding, of which 117,274 were exercisable. (6) As of December 31, 2024, 128,201 stock options were outstanding, of which 98,501 were exercisable. (7) As of December 31, 2024, 118,116 stock options were outstanding, of which 88,416 were exercisable. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES TO THE BOARD SET FORTH IN THIS PROPOSAL 1.

  10. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. For fiscal 2024, the Compensation Committee engaged Aon as its independent executive and Board compensation consultant. Aon reports directly to the Compensation Committee and does not report to management. Aon is independent from Cardiff Oncology and its Board of Directors. Aon has not provided any services to us other than to the Compensation Committee, and receives compensation from us only for services provided to the Compensation Committee. The Compensation Committee assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that the work of Aon has not raised any conflict of interest. Aon reviews and advises on all principal aspects of the executive and Board compensation program. Its main responsibilities are to: • advise on alignment of pay and performance; • review and advise on executive total compensation, including base salaries, short- and long-term incentives, associated performance goals and retention; • advise on trends in executive compensation; • advise on Board and Board committee compensation; • provide recommendations regarding the composition of our peer group; • analyze peer group proxy statements, compensation survey data, and other publicly available data (and apply its experience with other companies to this analysis); and • perform any special projects requested by the Compensation Committee. Aon has attended the Compensation Committee's meetings, including executive sessions at which management is not present. Aon communicates regularly with the Compensation Committee's Chair outside of Compensation Committee meetings, and also meets with management to gather information and review proposals. Aon is expected to remain the Compensation Committee's independent consultant until determined otherwise by the Compensation Committee or Aon.

  11. Pay Positioning and Compensation Peers

    Pay Positioning and Compensation Peers In setting compensation, the Compensation Committee compares base salaries, annual incentive opportunities and long-term incentive compensation for each of our executive officers to those of a peer group of similarly sized companies. A key objective of our executive compensation program is to ensure that the overall compensation packages we offer our executives are competitive with the packages offered by companies with which we compete for executive talent. The Compensation Committee consults with Aon to develop a peer group of companies to serve as the basis for comparing our executive compensation program to the market. The Compensation Committee and Chief Executive Officer also solicit information from Aon to evaluate compensation for non-executive employees to ensure compensation levels across the entire company are consistent and competitive. Competitive market data is only one of several resources made available to the Compensation Committee to assist in setting executive compensation. When setting fiscal 2024 executive compensation, our Compensation Committee considered the peer group compensation data, employee skills and experience, individual performance, scope of responsibilities, and other factors. The Compensation Committee does not use a formula to determine compensation. In September 2023, the Compensation Committee evaluated the peer group in advance of evaluating and establishing 2024 compensation levels. In developing our 2024 peer group, the Compensation Committee considered the following key qualitative and quantitative considerations: • Sector & Stage— focus on US-based, public oncology companies in Phase I, Phase II and Phase III of clinical trials; • Market Capitalization—between approximately $25 and $300 million (as of the date the peer group was determined and based on our market capitalization of $82 million at the time the analysis was conducted); • Headcount—generally under 100 employees; and • Geography – companies headquartered in San Diego and other biotech hubs such as SF/Bay Area and Boston/Cambridge area.

  12. 2024 Peer Group

    2024 Peer Group The companies in our peer group analysis in 2024 included the following:

  13. 2024 Peer Group

    | Actinium Pharmaceuticals, Inc. | Corvus Pharmaceuticals, Inc. | Harpoon Therapeutics, Inc. | Olema Pharmaceuticals, Inc. | | ALX Oncology Holdings, Inc. | Curis, Inc. | Kezar Life Sciences, Inc. | Oncternal Therapeutics, Inc. | | BioAtla, Inc. | Cyteir Therapeutics, Inc. | Kronos Bio, Inc. | Rain Oncology, Inc. | | Bolt Biotherapeutics, Inc. | Elevation Oncology, Inc. | MEI Pharma, Inc. | Viracta Therapeutics, Inc. | | Candel Therapeutics, Inc. | Genprex, Inc. | Mustang Bio, Inc. | Werewolf Therapeutics, Inc. |

  14. 2024 Peer Group

    Effective for 2024, the Compensation Committee approved the following changes to the peer group: removed Aldeyra Therapeutics, Inc., Ampio Pharmaceuticals, Inc., Calithera Biosciences, Inc., CymaBay Therapeutics, Inc., Frequency Therapeutics, Inc., Infinity Pharmaceuticals, Inc., Surface Oncology, Inc., TCR2 Therapeutics, Inc., TRACON Pharmaceuticals, Inc., Viking Therapeutics, Inc. and XOMA Corporation due to misalignment with the peer selection criteria or due to acquisition; and added ALX Oncology Holdings, Inc., Bolt Biotherapeutics, Inc., Candel Therapeutics, Inc., Corvus Pharmaceuticals, Inc., Cyteir Therapeutics, Inc., Elevation Oncology, Inc., Kronos Bio, Inc., Rain Oncology, Inc., Viracta Therapeutics, Inc. and Werewolf Therapeutics, Inc.

  15. Elements of Compensation

    | Element of Pay | Structure | Highlights | | Long-Term Equity Incentives | • Long-term equity incentives are awarded to encourage executives and other employees to focus on long-term company performance, to promote retention, and to reward outstanding company and individual performance. • Stock options align Management's interest with long-term stockholder value creation because value is only created if our stock price increases. • We generally target the 60th percentile for long term equity incentives within our peer group, and allow for adjustments based on factors specific to the individual executive. In evaluating the appropriateness of equity grants, we also consider the impact on annual equity usage, equity overhang, and the available share pool. | • In 2024 our Compensation Committee approved stock option grants to our executive officers. The options vest over a 4 year period. 25% vest on the one-year anniversary of the grant date and the remainder vest over 36 equal monthly installments. The Committee believes that options represent an efficient method of linking executive and stockholder experiences while promoting long term growth in stockholder value. |

  16. Annual Performance Cash Bonuses

    Annual Performance Cash Bonuses We design our annual cash incentive programs to be competitive in relation to the market. We monitor the market and adjust our cash incentive programs as needed. Our cash incentive programs are designed to motivate employees to achieve overall company goals and individual goals. Our programs are designed to avoid entitlements, to align actual payouts with the actual results achieved and to be easy to understand and administer. Each year, the Compensation Committee recommends, and the Board approves and establishes, the target cash incentive opportunity for each executive officer assuming full achievement of certain significant corporate goals and individual goals that are also reviewed and approved by the Board. The following table shows the target cash bonus incentive for each of our current named executive officers for fiscal 2024, each expressed as a percentage of annual base salary, performance as a percent of target, and the actual dollar amount awarded, based on the Compensation Committee's assessment of corporate and individual goals:

  17. Annual Performance Cash Bonuses

    | Name and Position | Year | Target Bonus (% of Salary) | Cash Incentive % of Target Earned | Cash Incentive Bonus Actually Earned ($) | | Mark Erlander, CEO | 2024 | 55% | 95% | $319,030 | | Fairooz Kabbinavar, CMO | 2024 | 45% | 84% | $186,883 | | James Levine, CFO | 2024 | 45% | 96% | $203,556 |

  18. Annual Performance Cash Bonuses

    The 2024 annual performance cash bonus was approved by the Compensation Committee based on our achievement of a set of measurable, detailed goals. Below, we present an abbreviated list of the 2024 corporate goals to align with our current public disclosure, as well as the Compensation Committee’s assessment of our goal attainment: Ongoing and planned clinical development of onvansertib • Core goals: (1) Enroll a sufficient number of patients to provide a meaningful initial update on the CRDF-004 clinical trial to investors, (2) complete the clinical pharmacology and preclinical programs necessary to support our future discussions with the FDA to confirm the optimal dose of onvansertib and other elements of the CRDF-005 registrational trial, (3) complete the necessary chemistry, manufacturing and controls (CMC) activities and (4) gain FDA agreement on a CRDF-005 registrational trial design. (weighted at 65%) • Stretch goals: (1) Obtain rapid agreement with the FDA on the parameters for registrational-supportive clinical activities, and (2) perform full suite of preclinical activities to validate new indications for onvansertib. (weighted at 30%) • Committee assessment: The Compensation Committee’s assessment of goal achievement was based on trial progress, FDA interactions and results, and progress in the CMC program. (Payout earned based on achievement: 50% of total target opportunity) Lifecycle management activities: • Core goals: (1) Obtain agreement with FDA on lifecycle management plans and (2) initiate clinical program to support lifecycle management plans. (weighted at 10%) • Committee assessment: The Compensation Committee’s assessment of goal achievement was based on progress made in the lifecycle management programs. (Payout earned based on achievement: 10% of total target opportunity) Corporate activities: • Core goals: (1) Conduct the investor-focused and partner-focused activities to maximize shareholder value and (2) maintain a targeted cash runway to enable clinical programs. (weighted at 25%) • Stretch goal: Achieve total shareholder return in excess of the 60th percentile of our 2024 peer group (10%) Committee assessment: The Compensation Committee's assessment of the goal achievement was based on defined parameters to measure investor and partner interactions, strength of the balance sheet as well as measuring total shareholder return over the year. (Payout earned based on achievement: 35% of total target opportunity) Based on the above assessment, the Compensation Committee determined that we achieved 95% of our corporate goals for 2024. The actual bonus payout for executives was calculated based on the achievement of corporate goals as well as individual goals.

  19. Long-term Equity Incentive Awards

    Long-term Equity Incentive Awards We grant stock options, pursuant to the 2021 Omnibus Equity Incentive Plan ("2021 Plan") to our employees within a competitive range of the market to complement cash salaries and cash incentives, incentivize all employees to achieve our corporate and strategic goals, and align executive compensation with the long-term interests of our stockholders. We historically provided stock option grants to our named executive officers upon their initial hiring, as negotiated in their employment agreements or offer letters, and on an annual basis thereafter. The Compensation Committee has the discretion to grant stock option awards and restricted stock awards to promote high performance and achievement of our corporate objectives by our executives at any time of the year. The Compensation Committee does not currently have a policy for the automatic awarding of equity awards to the named executive officers or our other employees, nor do we have any formal plan that requires us to award equity or equity-based compensation to any executive on a year-to-year basis. However, it has been our practice to grant awards annually in the first quarter of the fiscal year. The grant date is established when the Compensation Committee approves the grant and all key terms have been determined. In granting these awards, the Compensation Committee may establish any conditions or restrictions it deems appropriate in accordance with the 2021 Omnibus Equity Incentive Plan, as the case may be. Our Chief Executive Officer typically provides recommendations to the Compensation Committee for equity grants to the executive officers, taking into account each executive’s performance, achievements, and other criteria deemed relevant. The Compensation Committee, working closely with Aon, reviews the proposed grants, but reserves the right to reject or modify such recommendations. In determining the number of stock options to grant, the Compensation Committee considered the Company's 60th percentile equity philosophy, as well as individual factors such as performance, contributions, internal equity, and the retention hold of prior equity grants. We size equity grants based on market data that expresses the awards as a percent of common shares outstanding. This sizing approach is helpful to ensure that the dilutive effects of the grants are balanced against the desire to provide employees with appropriate incentives for long-term value creation. The exercise price of the stock options will equal the closing price of our common stock published by Nasdaq on the date of the grant and the term of the options will be 10 years from the date of the grant. The options have a vesting term of four years, with 25% vesting on the first anniversary of the date of grant and the remaining amount vesting in 36 equal monthly installments thereafter. Equity awards granted to our named executive officers for fiscal 2024 and certain prior years are reported in the Summary Compensation Table included under the heading “Summary Compensation Table” on page 39 of this Proxy Statement.

  20. Long-term Equity Incentive Awards

    | Name and Principal Position | Year | Option Awards Granted (#) | Option Awards ($) | | Mark Erlander, CEO | 2024 | 510,000 | 1,471,762 | | Fairooz Kabbinavar, CMO | 2024 | 205,008 | 591,614 | | James Levine, CFO | 2024 | 205,008 | 591,614 |

  21. Other Compensation Practices

    Other Compensation Practices Clawback Policy In 2023, the Compensation Committee resolved to adopt a recoupment or “clawback” policy for annual cash incentive awards, long-term incentive awards (including stock options and restricted stock) and any other incentive awards paid to executive officers under certain circumstances. Our clawback policy provides that in the event the Company determines it must restate its financial results as reported in a Form 10-K, Form 10-Q or other report filed with the Securities and Exchange Commission to correct an accounting error due to material noncompliance with any financial reporting requirement under the U. S. federal securities laws (a Restatement), the Company will seek to recover, at the direction of the Compensation Committee after it has reviewed the facts and circumstances that led to the requirement for the Restatement and the costs and benefits of seeking recovery, incentive compensation (cash and equity-based) awarded or paid within one year following the filing of the financial report giving rise to the Restatement to a covered officer whose intentional misconduct caused or contributed to the need for the Restatement for a fiscal period if a lower award or payment would have been made to such covered officer based upon the restated financial results. The Committee will determine in its discretion the amount, if any, the Company will seek to recover from such covered officer.

  22. Policies and Practices Regarding the Grant of Equity Awards

    Policies and Practices Regarding the Grant of Equity Awards We do not schedule the grant of any equity awards in anticipation of the disclosure of material, non-public information and we do not schedule the disclosure of material, non-public information based on the timing of granting equity awards. We have not adopted a formal policy that dictates the timing of equity award grants. We may choose to grant equity awards outside of the annual broad-based awards (e.g., as part of a new hire package or as a retention or promotional incentive). Stock options may be granted only with an exercise price at or above the closing market price of our common stock on the date of grant. During 2024, no stock option grants were made to any of our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  23. Summary Compensation Table

    Summary Compensation Table The following table provides certain summary information concerning compensation awarded to, earned by or paid to our NEO's for fiscal year 2024.

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($)(2) | Total ($) | | Mark Erlander, CEO | 2024 | 610,584 | 1,471,762 | 319,030 | 2,401,376 | | | 2023 | 594,400 | 672,978 | 280,394 | 1,547,772 | | Fairooz Kabbinavar, CMO | 2024 | 494,400 | 591,614 | 186,883 | 1,272,897 | | | 2023 | 443,865 | 601,468(3) | 212,120 | 1,257,453 | | James Levine, CFO | 2024 | 471,194 | 591,614 | 203,556 | 1,266,364 | | | 2023 | 459,236 | 275,678 | 182,805 | 917,719 |

  25. Summary Compensation Table

    (1) These amounts represent the aggregate grant date fair value of stock option awards determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. As such, the amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. The valuation assumptions used in determining 2024 and 2023 amounts are described in Note 6 to our financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2024 and 2023. The exercise price and number of stock options granted to NEO's for fiscal 2024 and certain prior years are reported in the Outstanding Equity Awards Table included under the heading “Outstanding Equity Awards at Fiscal Year-End” on page 41 of this Proxy Statement. The amounts in this column relate to the Annual Performance Cash Bonuses, described above in the summary of compensation practices, earned by the Named Executive Officers in 2024 and 2023. Dr. Kabbinavar was hired in January 2023, and, as part of Dr. Kabbinavar's employment agreement, he was awarded a new-hire inducement grant of 425,000 non-qualified stock options, with an exercise price of $1.75.

  26. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information for the named executive officers regarding the number of shares subject to both exercisable and unexercisable stock options as well as the exercise prices and expiration dates thereof, as of December 31, 2024. Except for the options set forth in the table below, no other equity awards were held by any of our named executive officers as of December 31, 2024.

  27. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | | Name | New Hire or Promotion- based Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Mark Erlander | | 2,084 | — | 372.96 | 1/4/2026 | | | | 5,348 | — | 61.20 | 8/22/2027 | | | | 9,336 | — | 21.60 | 1/23/2028 | | | | 134,203 | — | 2.48 | 6/20/2029 | | | | 221,241 | — | 2.60 | 6/17/2030 | | | X | 380,668 | 54,384(2) | 7.98 | 6/10/2031 | | | | 254,436 | 115,665(3) | 2.50 | 3/9/2032 | | | | 210,903 | 271,161(4) | 1.72 | 3/15/2033 | | | | — | 510,000(5) | 3.51 | 3/7/2034 | | Fairooz Kabbinavar | X | 203,646 | 221,354(6) | 1.75 | 1/30/2033 | | | | — | 205,008(7) | 3.51 | 3/7/2034 | | James Levine | X | 333,125 | 56,875(8) | 6.55 | 7/12/2031 | | | | 116,886 | 53,130(9) | 2.50 | 3/9/2032 | | | | 86,394 | 111,078(10) | 1.72 | 3/15/2033 | | | | — | 205,008(11) | 3.51 | 3/7/2034 |

  28. Outstanding Equity Awards at Fiscal Year-End

    (1) For each executive officer, the shares listed in this table are subject to a single stock option award carrying the varying exercise prices as set forth herein. The option awards remain exercisable until they expire ten years from the date of grant, subject to earlier expiration following termination of employment. (2) 9,064 Stock Options will vest monthly from January 10, 2023 through June 10, 2025. The employee was promoted to CEO in 2020 and subsequently received a higher stock option grant in 2021. (3) 7,711 Stock Options will vest monthly from April 9, 2023 through March 9, 2026. (4) 10,043 Stock Options will vest monthly from April 15, 2024 through March 15, 2027. (5) 127,500 Stock Options will vest on March 7, 2025, and 10,625 will vest monthly from April 7, 2025 through March 7, 2028. (6) 8,854 Stock Options will vest monthly from February 29, 2024 through January 30, 2027. (7) 51,252 Stock Options will vest on March 7, 2025, and 4,271 will vest monthly from April 7, 2025 through March 7, 2028. (8) 8,125 Stock Options will vest monthly from January 12, 2023 through July 12, 2025. (9) 3,542 Stock Options will vest monthly from April 9, 2023 through March 9, 2026. (10) 4,114 Stock Options will vest monthly from April 15, 2024 through March 15, 2027. (11) 51,252 Stock Options will vest on March 7, 2025, and 4,271 will vest monthly from April 7, 2025 through March 7, 2028.

  29. Potential Payments Upon Termination or Change In Control

    Potential Payments Upon Termination or Change In Control If the executive officer is terminated by Cardiff Oncology without cause outside of a change in control they will receive: a severance payment equal to their base compensation for 12 months from the date of termination and the bonus and any benefits that they would be eligible for during such 12 month period. If the executive officer is terminated by Cardiff Oncology without cause or by the executive with good reason within 12 months prior to a change of control they will receive: a severance payment equal to their base compensation for 12 months from the date of termination and the bonus and any benefits that they would be eligible for during such 12 month period. The executives unvested stock options and other equity awards would immediately vest and become fully exercisable.

  30. Pay Versus Performance

    Pay Versus Performance The following table reports the compensation of our Principal Executive Officer ("PEO") and our other highest paid executive officers as reported in the Summary Compensation Table, as well as compensation actually paid ("CAP") for fiscal year 2024, 2023 and 2022:

  31. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($) | Net Loss ($ in thousands) | | 2024 | 2,401,376 | 4,708,410 | 1,269,631 | 2,212,850 | 72 | (45,431) | | 2023 | 1,547,772 | 1,440,564 | 1,087,586 | 993,531 | 25 | (41,441) | | 2022 | 1,590,347 | 91,869 | 1,523,156 | 222,550 | 23 | (38,704) |

  32. Pay Versus Performance

    (1) Mr. Erlander served as our PEO during each year shown. The Non-PEO NEO's presented in the table during the respective years are as follows: • 2024: Fairooz Kabbinavar and James Levine • 2023: Fairooz Kabbinavar and James Levine • 2022: James Levine and Tod Smeal (2) The Summary Compensation Table totals reported for the PEO and the average of the Other NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:

  33. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | | | PEO ($) | Average for Other NEO's ($) | PEO ($) | Average for Other NEO's ($) | PEO ($) | Average for Other NEO's ($) | | Summary Compensation Table | 2,401,376 | 1,269,631 | 1,547,772 | 1,087,586 | 1,590,347 | 1,523,156 | | Adjustments | | | | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table(i) | (1,471,762) | (591,614) | (672,978) | (438,573) | (753,272) | (919,022) | | Increase/(decrease) for the Inclusion of "Rule 402(v) Equity Values" (i) | 3,778,796 | 1,534,833 | 565,770 | 344,518 | (745,206) | (381,584) | | Compensation Actually Paid | 4,708,410 | 2,212,850 | 1,440,564 | 993,531 | 91,869 | 222,550 |

  34. Pay Versus Performance

    Compensation Actually Paid excludes the Stock Awards and Option Awards columns from the relevant fiscal year’s Summary Compensation Table total. The Rule 402(v) Equity Values instead reflect the aggregate of the following components, as applicable: (i) the fair value as of the end of the listed fiscal year of unvested equity awards granted in that year; (ii) the change in fair value during the listed fiscal year of equity awards granted in prior years that remained outstanding and unvested at the end of the listed fiscal year; and (iii) the change in fair value during the listed fiscal year through the vesting date of equity awards granted in prior years that vested during the listed fiscal year, less the fair value at the end of the prior year of awards granted prior to the listed fiscal year that failed to meet applicable vesting conditions during the listed fiscal year. Equity values are calculated in accordance with FASB ASC Topic 718, calculated as follows:

  35. Pay Versus Performance

    | | 2024 | | | 2023 | | 2022 | | | “Inclusion of Rule 402(v) Equity Values” | PEO ($) | | Average for Other NEO's ($) | PEO ($) | Average for Other NEO's ($) | PEO ($) | Average for Other NEO's ($) | | Add: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 1,883,634 | | 757,177 | 528,548 | 334,957 | 446,788 | 253,637 | | Add: Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | 1,120,775 | | 505,406 | 12,311 | 620 | (288,112) | (457,723) | | Add: Awards that are granted and vest in the same year, the fair value as of the vesting date | — | | — | — | — | — | — | | Change in Fair Value of Prior Years’ Equity Awards that Vested During the Year | 774,387 | — | 272,250 | 24,911 | 8,941 | (903,882) | (177,498) | | Subtract: Awards Granted in any prior fiscal year that failed to vest Change in Value of Prior Years’ Equity Awards that Forfeited During the Year | — | | — | — | — | — | — | | Increase/(decrease) for the “Inclusion of Rule 402(v) Equity Values” (i) | 3,778,796 | | 1,534,833 | 565,770 | 344,518 | (745,206) | (381,584) |

  36. Pay Versus Performance

    Total Stockholder Return measures the change in a $100 investment in our common stock based on the closing price on December 31, 2021 and the closing share price of our common stock at the end of each fiscal year shown. (4) The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. The charts below provide an illustration of the relationship between compensation actually paid and (i) TSR and (ii) net loss for the periods presented: