DEF 14A of Kura Oncology, Inc., Apr 10, 2026

DEF 14A of Kura Oncology, Inc.

Filed Apr 10, 2026 · FY20250001193125-26-151335

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. Our Board of Directors currently consists of eight members. There are three directors in Class III whose term of office expires at the Annual Meeting. Each of the nominees listed below is currently a director of the Company who was nominated for re-election at the Annual Meeting by the Board of Directors and was recommended for nomination to the Board of Directors at the Annual Meeting by the Nominating and Corporate Governance Committee of the Board of Directors. If elected at the Annual Meeting, each of these nominees for director would serve for a three-year term until our 2029 Annual Meeting of Stockholders, and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. Five of our current directors who served at the time of our 2025 Annual Meeting of Stockholders attended that meeting. If no contrary indication is made, shares represented by executed or authenticated proxies will be voted “For” the election of the three nominees named below or, if any nominee becomes unavailable for election as a result of an unexpected occurrence, “For” the election of a substitute nominee designated by our Board of Directors. Each nominee has agreed to serve as a director if elected and we have no reason to believe that any nominee will be unable to serve. The Nominating and Corporate Governance Committee seeks to assemble a Board of Directors that, as a whole, possesses the appropriate balance of professional and industry knowledge, financial expertise and high-level management experience necessary to oversee and direct the Company’s business. The Nominating and Corporate Governance Committee and the Board of Directors also seek to attain a well-rounded group of directors across multiple characteristics, including skills, expertise, geography, viewpoints, backgrounds, and personal traits. To those ends, the Nominating and Corporate Governance Committee has identified and evaluated nominees in the broader context of the Board of Directors’ overall composition, with the goal of recruiting members who complement and strengthen the skills of other members and who also exhibit integrity, collegiality, sound business judgment and other qualities that the Nominating and Corporate Governance Committee views as critical to effective functioning of the Board of Directors. The brief biographies below include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director/nominee that led the Nominating and Corporate Governance Committee to recommend that person as a nominee. However, each of the members of the Nominating and Corporate Governance Committee may have a variety of reasons why such member believes a particular person would be an appropriate nominee for the Board of Directors, and these views may differ from the views of other members.

  2. Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting of Stockholders

    Nominees for Election for a Three-year Term Expiring at the 2029 Annual Meeting of Stockholders Diane Parks, 73, has served as a member of our Board of Directors since October 2019. From 2016 to 2018, Ms. Parks served as Senior Vice President, Head of U.S. Commercial for Kite Pharma, Inc., a publicly held biopharmaceutical company, which was acquired by Gilead Sciences, Inc. (“Gilead”), where she developed and executed the strategic plan for the commercial launch of Yescarta®, the first CAR-T therapy approved for large B-cell lymphoma. From 2014 to 2015, Ms. Parks served as Vice President, Head of Global Marketing for Pharmacyclics, Inc., a publicly held biopharmaceutical company, which was acquired by AbbVie, Inc. (“AbbVie”), where she was responsible for the marketing strategy and launch of Imbruvica®. From 2007 to 2014, she served as Vice President, Sales for Amgen Inc. (“Amgen”), a publicly held biotechnology company, where she successfully led the hospital and nephrology sales teams. From 1999 to 2005, she served in roles of increasing responsibility at Genentech, Inc., a publicly held biotechnology company, which was acquired by F. Hoffmann-La Roche AG, most recently as Senior Vice President, Specialty Biotherapeutics and Managed Care. She has served on the Boards of Directors of Soligenix, Inc., a publicly held biopharmaceutical company, since 2019, and Celularity Inc., a publicly held biopharmaceutical company, since June 2022. Ms. Parks previously served on the Boards of Directors of Calliditas Therapeutics AB, a publicly held biopharmaceutical company, from 2019 until its acquisition by Asahi Kasei Corp. in August 2024, and CTI BioPharma Corp., a publicly held biopharmaceutical company, from August 2021 until its acquisition by Swedish Orphan Biovitrum AB (Sobi) in June 2023. Ms. Parks earned an M.B.A. from Georgia State University and a B.S. from Kansas State University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Parks’ extensive experience as a member of senior management and boards of directors of multiple biopharmaceutical companies as well as her expertise in leading the overall strategy, organization and operations for oncology product commercial launches qualify her to serve on our Board of Directors. Mary T. Szela, 62, has served as a member of our Board of Directors since November 2018. Ms. Szela has served as Chief Executive Officer and President and a member of the Board of Directors of TriSalus Life Sciences, Inc. (formerly Surefire Medical, Inc.), a publicly held medical device company, since 2018. Ms. Szela served as Chief Executive Officer and as a member of the Board of Directors of Aegerion Pharmaceuticals, Inc. (“Aegerion”), a publicly held biopharmaceutical company, from 2016 through Aegerion’s merger with QLT Inc. to form Novelion Therapeutics Inc., a publicly held biopharmaceutical company, where, until 2017, Ms. Szela served as Chief Executive Officer and as a member of the Board of Directors. Ms. Szela served as the Chief Executive Officer of Melinta Therapeutics, Inc., a publicly held antibiotic development company, from 2013 to 2015. Previously, Ms. Szela joined Abbott Laboratories (“Abbott”) in 1987 and held several leadership positions, including Senior Vice President of Global Strategic Marketing from 2010 to 2012 and Senior Vice President of the company’s U.S. pharmaceutical business from 2008 to 2009. Prior to Abbott, Ms. Szela worked for the University of Illinois Hospital. She has served as a member of the Boards of Directors of Absci Corporation, a publicly held generative AI drug creation company, since July 2025 and Averin Capital Acquisition Corp., a multi-stage investment firm, since February 2026. Ms. Szela previously served on the Boards of Directors of Coherus Oncology, Inc. (formerly Coherus BioSciences, Inc.), a publicly traded biopharmaceutical company, from 2014 until August 2021; Prometheus Biosciences, Inc., a publicly traded biopharmaceutical company, from February 2021 until its merger with Splash Merger Sub, Inc., a wholly owned subsidiary of Merck & Co, Inc., in June 2023; Alimera Sciences, Inc., a publicly traded drug development company, from 2018 until June 2021; and Omega Therapeutics, Inc., a publicly traded development-stage biotechnology company, from 2019 until March 2025. Ms. Szela earned a B.S. in Nursing and an M.B.A. from the University of Illinois. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Szela’s extensive experience as a member of senior management and boards of directors of multiple biopharmaceutical companies as well as her expertise in pharmaceutical company operations, development and commercial strategy, strategic partnering and commercial operations qualify her to serve on our Board of Directors. Michael J. Vasconcelles, M.D., 62, has served as a member of our Board of Directors since September 2024. Dr. Vasconcelles has served as Head of Research and Development of Day One Biopharmaceuticals, Inc., a publicly traded biopharmaceutical company, since June 2025. Dr. Vasconcelles previously served as a Senior Advisor to the Frazier Life Sciences team, a venture capital firm, from 2019 until June 2025. From December 2022 to July 2024, he was Executive Vice President & Head of Research, Development, and Medical Affairs at ImmunoGen, Inc., now part of AbbVie. From 2019 to December 2022, he was the Chief Medical Officer and Head of the Medical and Scientific Organization at Flatiron Health, a wholly owned subsidiary of the Roche Group. From 2015 to 2019, he served as Chief Medical Officer at Unum Therapeutics, Inc. (now known as Cogent Biosciences, Inc.), a public biotechnology company. From 2012 to 2015, Dr. Vasconcelles was Senior Vice President and Global Head of the Oncology Therapy Area Unit at Millenium, The Takeda Oncology Company, a wholly owned subsidiary of Takeda Pharmaceutical Company Limited and Takeda Pharmaceuticals International Co. (“Takeda”). From 2000 to 2011, Dr. Vasconcelles held positions of increasing responsibility at Genzyme Corporation (“Genzyme”), including Group Vice President and the Global Therapeutic Area Head of Transplant and Oncology. After Sanofi’s acquisition of Genzyme in 2011, Dr. Vasconcelles was Head of Personalized Medicine and Companion Diagnostics at Sanofi Transplant and Oncology until 2012. Dr. Vasconcelles has served as a non-executive director of Molecular Partners AG, a public clinical-stage biopharmaceutical company, since 2020, and a member of numerous scientific advisory boards within the biopharmaceutical industry. From 1996 to 2021, Dr. Vasconcelles taught as a clinical instructor at Harvard Medical School and was an associate physician at the Brigham and Women’s Hospital and the Dana-Farber Cancer Institute. Dr. Vasconcelles received his B.A. and M.D. from Northwestern University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Vasconcelles’ background in the medical and scientific field along with his extensive experience in the life sciences industry, including serving in senior management positions, qualify him to serve on our Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.

  3. Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders Troy E. Wilson, Ph.D., J.D., 57, co-founded Kura Oncology, Inc. and has served as our President and Chief Executive Officer since 2014, as the Chairman of our Board of Directors since March 2015, and as our principal financial officer since February 2022. Dr. Wilson served as President and Chief Executive Officer of Araxes Pharma LLC (“Araxes”) from 2012 to 2019 and currently serves as Executive Chairman and Sole Manager of Araxes. He served as President and Chief Executive Officer of Avidity Biosciences, Inc. (“Avidity”) from 2012 to 2019, when it was privately held, and as a member of Avidity’s Board of Directors and as Chairman of the Board from 2012 and 2019, respectively, until Avidity’s acquisition by Novartis AG in February 2026. Avidity became a public company in 2020. Dr. Wilson served as the President and Chief Executive Officer and a member of the Board of Directors of Intellikine, Inc., a privately held biopharmaceutical company, from 2007 to 2012, until its acquisition by Takeda. He has served as a member of the Boards of Directors of Puma Biotechnology, Inc., a publicly held biopharmaceutical company, since 2013, Atrium Therapeutics, Inc., a publicly held biopharmaceutical company, since February 2026, and Cipher Genetics, a privately held company, since September 2025. He has been Chairman of the Board and a member of the Board of Directors of Cartography Biosciences, Inc., a privately held biotechnology company, since October 2024, and Chairman of the Board and a member of the Board of Directors of Montara Therapeutics, a privately held biotechnology company, since February 2025. Dr. Wilson holds a J.D. from New York University and a Ph.D. in bioorganic chemistry and a B.A. in biophysics from the University of California, Berkeley. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Wilson’s experience in building and operating biopharmaceutical companies, oncology drug discovery and development, strategic partnering, capital raising and investor relations in the pharmaceutical industry as well as his experience serving in executive roles and on other boards of directors qualify him to serve on our Board of Directors, including serving as our Chairman. Faheem Hasnain, 67, has served as a member of our Board of Directors since April 2015 and as our Lead Independent Director since March 2020. Mr. Hasnain co-founded and has served as Chairman of the Board of Directors of Gossamer Bio, Inc. (“Gossamer”), a publicly held biopharmaceutical company with specific focus on the development and commercialization of seraluntinib for the treatment of pulmonary arterial hypertension, since 2018 and as Chief Executive Officer and President since 2020. Mr. Hasnain previously served as Gossamer’s Chief Executive Officer in 2018 and as Executive Chairman from 2018 to 2019. He has also served as Chairman of the Boards of Directors of Aspen Neuroscience, Inc., a privately held biotechnology company, since 2020, and Sling Therapeutics, Inc. (formerly VasaraGen, Inc.), a privately held biopharmaceutical company, since 2021. Mr. Hasnain was the President and Chief Executive Officer and on the Board of Directors of Receptos, Inc., a publicly held biopharmaceutical company, from 2010 until the company’s acquisition by Celgene Corporation in 2015. Prior to that, Mr. Hasnain was the President and Chief Executive Officer and a director of Facet Biotech Corporation, a publicly held biology driven antibody company with a focus in multiple sclerosis and oncology. He held that position from 2008 until the company’s acquisition by Abbott Laboratories in 2010. Mr. Hasnain was President, Chief Executive Officer and a director of PDL BioPharma, Inc. (“PDL BioPharma”), a publicly held biopharmaceutical company, from 2008 until Facet Biotech was spun off from PDL BioPharma in 2008. From 2004 to 2008, Mr. Hasnain served at Biogen Inc. (“Biogen”), a publicly held biotechnology company specializing in neurological disorders, autoimmune disorders and cancer, most recently as Executive Vice President in charge of the oncology/rheumatology strategic business unit. Prior to Biogen, Mr. Hasnain held roles with Bristol Myers Squibb Co., where he was President of the Oncology Therapeutics Network, and at GlaxoSmithKline plc and its predecessor organizations. He was Chairman of the Board of Directors of Mirati Therapeutics, Inc., a publicly held biotechnology company, from 2019 to January 2024. Mr. Hasnain received a B.H.K. and B.Ed. from the University of Windsor Ontario in Canada. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Hasnain’s extensive experience as a member of senior management and boards of directors of multiple biopharmaceutical companies as well as his experience building and operating biopharmaceutical companies, development and commercialization of oncology products, strategic partnering and capital raising and investor relations in the biopharmaceutical industry qualify him to serve on our Board of Directors.

  4. Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders

    Directors Continuing in Office Until the 2028 Annual Meeting of Stockholders Helen Collins, M.D., 64, has served as a member of our Board of Directors since July 2021. Dr. Collins currently serves as Chief Medical Officer of Enliven Therapeutics, Inc., a publicly held biopharmaceutical company. Previously, Dr. Collins served in positions of increasing responsibility at Five Prime Therapeutics, Inc., a publicly held biotechnology company, from 2016 until the company’s acquisition by Amgen in April 2021, most recently as Executive Vice President and Chief Medical Officer. Prior to that, from 2013 to 2016, Dr. Collins held positions of increasing responsibility at Gilead, most recently as Program and Clinical Lead for Gilead’s GS-5829 (BET inhibitor) and GS-4059 (BTK inhibitor) programs, and Amgen from 2009 to 2013, most recently as Global Lead of Oncology Biosimilars. Dr. Collins has served on the Board of Directors of IO Biotech, Inc., a publicly held biotechnology company, since November 2023. Prior to her career in the biopharmaceutical industry, Dr. Collins practiced as a medical oncologist/hematologist for 12 years. She earned her M.D. from Johns Hopkins University School of Medicine, completing her residency at Johns Hopkins Hospital and oncology fellowship at Stanford University School of Medicine, and her B.A. from Bryn Mawr College. The Nominating and Corporate Governance Committee and the Board of Directors believe that Dr. Collins’s extensive experience in oncology drug discovery and development, the design and conduct of clinical trials, management of a global, clinical development organization, and strategic partnering in the pharmaceutical industry, as well as her experience as a member of an executive leadership team of a publicly-traded biopharmaceutical company qualify her to serve on our Board of Directors. Thomas Malley, 57, has served as a member of our Board of Directors since October 2015. Mr. Malley has served as President of Mossrock Capital, LLC (“Mossrock”), a private investment firm, since 2007. He worked for Janus Mutual Funds (“Janus”) in positions of increasing responsibility from 1991 to 2007. From 1999 to 2007, Mr. Malley served as the portfolio manager of the Janus Global Life Sciences Fund and also led the Janus healthcare team of analysts. From 1991 to 1998, Mr. Malley served as an equity analyst for Janus covering, among others, healthcare and biotechnology stocks. Mr. Malley has served on the Board of Directors of Kiniksa Pharmaceutical Corp., a publicly held biopharmaceutical company, since 2016, and previously served on the Board of Directors of BeiGene, Ltd., a publicly held biotechnology company, from 2016 to January 2024. Mr. Malley has served on the Board of Directors of LincSwitch Therapeutics, Inc., a privately held company, since September 2024. Mr. Malley also serves as Chair of the Board of Directors of Project C.U.R.E., a non-profit medical relief organization. Mr. Malley holds a B.S. in Biology from Stanford University. The Nominating and Corporate Governance Committee and the Board of Directors believe that Mr. Malley’s extensive experience as an equity analyst, portfolio manager and member of other boards of directors of publicly-traded companies in the biopharmaceutical industry qualifies him to serve on our Board of Directors. Carol Schafer, 62, has served as a member of our Board of Directors since June 2021. Ms. Schafer has served as the Managing Partner of Hyphen Advisors, LLC, an advisory firm, since 2018. Ms. Schafer previously worked at Wells Fargo Securities from 2007 to 2018, most recently as Vice Chair, Equity Capital Markets. Prior to that, Ms. Schafer served as Vice President of Finance and Business Development at Lexicon Pharmaceuticals, Inc. from 2003 to 2007. Earlier, she held positions of increasing responsibility at J.P. Morgan, most recently serving as Managing Director of Equity Capital Markets. Ms. Schafer has served on the Boards of Directors of Insmed Incorporated, a publicly held biopharmaceutical company, since 2020, Immunome, Inc., a publicly held biotechnology company, since January 2024, and OMass Therapeutics, a privately held biotechnology company, since July 2025. Ms. Schafer previously served on the Boards of Directors of Idera Pharmaceuticals, Inc., a publicly held biopharmaceutical company, from 2018 to September 2022, Five Prime Therapeutics, Inc., a publicly held oncology company, from 2019 until its acquisition by Amgen in April 2021, and Repare Therapeutics Inc., a publicly held oncology company, from 2019 to January 2026. She holds an M.B.A from New York University’s Stern School of Business and a B.A. from Boston College. The Nominating and Corporate Governance Committee and the Board of Directors believe that Ms. Schafer’s extensive experience in financial services, including capital raising and investor relations in the pharmaceutical industry, operating experience for biopharmaceutical companies, and her experience serving in executive roles and on other boards of directors of publicly-traded biopharmaceutical companies qualify her to serve on our Board of Directors.

  5. INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  6. APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

    APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN On April 9, 2026, our Board of Directors, upon the recommendation of the Compensation Committee, amended the 2014 Plan, subject to stockholder approval, to increase the number of shares of common stock authorized for issuance under the 2014 Plan by 6,500,000 shares. We refer to such 2014 Plan, as so amended on April 9, 2026 as the “Amended 2014 Plan” throughout this proxy statement. References in this Proposal 5 to our Board of Directors include the Compensation Committee of the Board of Directors, where applicable. The material terms of the Amended 2014 Plan are summarized below. The key differences between the terms of the 2014 Plan and the Amended 2014 Plan are as follows: • Increase Share Reserve. Subject to adjustment for certain changes in our capitalization, the maximum number of shares of our common stock that may be issued under the Amended 2014 Plan will be 41,077,686 shares, which is an increase of 6,500,000 shares over the current maximum number of shares of our common stock that may be issued under the 2014 Plan. • Increase ISO Limit. Subject to adjustment for certain changes in our capitalization, the maximum number of shares of our common stock that may be issued upon the exercise of incentive stock options under the Amended 2014 Plan will be 123,233,058, which is an increase of 96,933,058 shares over the current maximum under the 2014 Plan. The Compensation Committee and Board of Directors conducted a thorough review of the Company’s equity compensation plan and the proposed amendments. During the review and approval process, the Compensation Committee and Board of Directors considered, among other things, the following: • the continued importance of motivating, recruiting, and retaining key employees who are highly sought after in a very competitive job market; • our recent notable growth in headcount and evolution from an early-stage company to a fully-integrated organization; • potential dilution to our current stockholders as measured by both burn rate and full dilution (as discussed further below); • the policies and preferences of our stockholders; and • the policies and recommendations of stockholder advisory firms like Glass Lewis and Institutional Shareholder Services (“ISS”). Approval of the Amended 2014 Plan will also allow us to continue to provide our employees with the opportunity to acquire an ownership interest in the Company through their participation in the Amended 2014 Plan, thereby encouraging them to remain in our service and more closely aligning their interests with those of our stockholders. The Board of Directors believes support for Proposal 5 is warranted for several reasons. Additional details on each of these considerations is provided on pages 25 – 27.

  7. APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

    | Equity Awards Are an Integral Component of Our Compensation Program | Our industry is competitive and future success depends on our ability to attract, retain, and motivate a talented workforce. Approval of Proposal 5 will allow us to continue to grant equity awards at levels appropriate to attract new talent, retain existing talent, and provide incentives to support the Company’s success and ultimately increase stockholder value. | | Our Business Has Undergone Substantial Transformation | Following U.S. Food and Drug Administration (“FDA”) approval of KOMZIFTITM, the Company has evolved from an early-stage, discovery-focused company to a fully-integrated organization. This transformation was supported by both existing and new employees – our workforce grew by 35% in 2025. |

  8. APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

    | Our Approach to Equity Compensation Has Historically Received Broad Support from Our Stockholders | Through both our stockholder engagement program and annual meeting results, stockholders have consistently communicated their support for our approach to equity compensation. Our three recent equity amendment proposals have all received approximately 80% or higher support from stockholders. | | The Size of Our Share Reserve Increase Request Is Reasonable | The size of our request will result in a share reserve of approximately 10,425,290 shares, excluding grants we anticipate being made through the date of our Annual Meeting, and aligns with the levels of equity granted to our employees and directors over the last three years. | | We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable | We manage our equity compensation program judiciously and carefully consider the balance of employee compensation and dilution of existing stockholders. Our program management has resulted in an average Full Dilution of approximately 22%, an average Gross Burn Rate of just below 6%, and an average Net Burn Rate of 4.5% over the past three years. |

  9. APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2014 EQUITY INCENTIVE PLAN

    If this Proposal 5 is approved by our stockholders, an additional 6,500,000 shares of our common stock will be available for issuance under the Amended 2014 Plan. As of March 31, 2026, a total of 4,170,290 shares of our common stock remained available for issuance under the Amended 2014 Plan. As of March 31, 2026, a total of approximately 110,315,392 shares of our common stock and common stock equivalents were outstanding, consisting of 88,762,704 shares of our common stock and 21,552,688 shares subject to outstanding equity incentive awards, warrants and employee stock purchase plan rights.

  10. Equity Awards Are an Integral Component of Our Compensation Program

    Equity Awards Are an Integral Component of Our Compensation Program Equity awards have been historically and, we believe, will continue to be an integral component of our overall compensation program for our employees and directors. We believe that our future success depends, in large part, on our ability to maintain a competitive position in a competitive field in attracting, retaining and motivating employees and directors. We believe that employees and directors with a stake in the future success of our business are highly motivated to achieve long-term growth and are well-aligned with the interests of our other stockholders to increase stockholder value. Despite the highly competitive biotechnology market, we have experienced lower than average turnover compared to the industry rate, and we believe this is in part due to the long-term retentive nature of equity awards and our ownership culture. Approval of the Amended 2014 Plan will allow us to continue to grant equity awards at levels we determine to be appropriate in order to attract new employees and directors, retain our existing employees, and provide incentives for such persons to exert maximum efforts for the Company’s success and ultimately increase stockholder value. The Amended 2014 Plan allows the Company to utilize a broad array of equity incentives with flexibility in designing such incentives, including traditional option grants, stock appreciation rights, restricted stock awards, restricted stock unit awards and performance stock awards. Therefore, we believe that the Amended 2014 Plan is in the best interests of the Company and its stockholders and recommend a vote in favor of this Proposal 5. Should our stockholders not approve the Amended 2014 Plan, we believe it would insert significant risk to achieving the objectives that are necessary for creating near-term and long-term stockholder value.

  11. Our Business Has Undergone Substantial Transformation

    Our Business Has Undergone Substantial Transformation 2025 was a pivotal year for the Company. On November 13, 2025, the FDA approved our new drug application (“NDA”), for ziftomenib, which is being marketed in the United States under the trade name KOMZIFTI, for the treatment of adults with relapsed or refractory acute myeloid leukemia (“AML”) with a susceptible nucleophosmin 1 (“NPM1”) mutation who have no satisfactory alternative treatment options. We initiated commercial sales of KOMZIFTI on November 21, 2025. The launch of KOMZIFTI marks our evolution from an early-stage, discovery-focused company to a fully-integrated organization spanning research, development, and commercialization. In 2025, we increased the size of our workforce by 35%, largely in preparation for the FDA approval of KOMZIFTI. We are now at a critical stage of execution of our first commercial launch. Our ability to attract and retain highly talented and skilled individuals with extensive experience in the pharmaceutical industry is critical to the success of our launch and the continued progress of our clinical development programs. We believe that the Amended 2014 Plan is necessary to continue to attract and retain the services of talented individuals essential to our long-term growth and financial success. We strongly believe that the issuance of equity awards is a key element underlying our ability to attract, retain and motivate our employees, including our executives, and is a substantial contributing factor to our success and the growth of our business. In order to remain competitive and to align our employees’ interests with those of our stockholders, we have utilized equity incentives in the form of stock option awards and restricted stock unit awards to attract and retain key employees, and we believe that equity incentives are necessary for us to remain competitive in the marketplace for executive talent and other employees. If the Amended 2014 Plan is not approved, we will not have a sufficient amount of authorized shares for future issuance under the 2014 Plan. Without appropriate equity compensation, we would be at a significant competitive disadvantage and would not be able to retain or attract the talent needed to obtain the key objectives that drive stockholder value.

  12. Our Approach to Equity Compensation Has Historically Received Broad Support from Our Stockholders

    Our Approach to Equity Compensation Has Historically Received Broad Support from Our Stockholders We greatly value the perspectives of our stockholders and believe integrating their views into our planning processes can support our long-term success. Every year we make a concerted effort to engage with a meaningful proportion of our stockholders so that we can better understand their priorities and preferences. Topics of discussion vary, but in recent years we have specifically engaged with investors on our equity compensation plan. During these engagements, stockholders have communicated an understanding of, and respect for, our use of equity. Support has also been demonstrated through vote outcomes – our three recent equity amendment proposals have all received approximately 80% or higher support from stockholders. We view these results as an indication that a strong majority of our stockholders believe we are managing our equity compensation plan appropriately. We do recognize that support is not a given and stockholder preferences may change. That is why we will continue to seek stockholders’ feedback on our approach to equity compensation to ensure our approach is aligned with investor preferences.

  13. We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable

    We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable We continue to believe that equity awards are a vital part of our overall compensation program. Our compensation philosophy reflects broad-based eligibility for equity incentive awards, and we grant awards to substantially all of our employees. However, we recognize that equity awards dilute existing stockholders, and, therefore, we must responsibly manage the growth of our equity compensation program. We are committed to effectively monitoring our equity compensation share reserve, including our “burn rate,” to ensure that we maximize stockholders’ value by granting the appropriate number of equity incentive awards necessary to attract, reward, and retain employees. The following table shows our historical dilution and burn rate percentages for fiscal years 2025, 2024 and 2023.

  14. We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable

    | As of December 31 | 2025 | 2024 | 2023 | | Full Dilution(1) | 23.7% | 22.7% | 18.5% | | Gross Burn Rate(2) | 6.6% | 4.9% | 6.4% | | Net Burn Rate(3) | 4.1% | 4.4% | 5.0% |

  15. We Manage Our Equity Incentive Award Use Carefully, and Dilution Is Reasonable

    Full Dilution is calculated as (shares available for grant + shares subject to outstanding equity incentive awards)/(common stock outstanding + shares available for grant + shares subject to outstanding equity incentive awards). Pre-funded warrants issued in the January 2024 financing are not included in the denominator of the dilution calculation. The pre-funded warrants are equivalent to common stock on a 1:1 basis and can be exercised for shares of common stock at any time at an exercise price of $0.0001 per warrant share. If the pre-funded warrants to purchase up to 416,850 shares of common stock were included, our 2025 full dilution would be 23.6%. Gross Burn Rate is calculated as shares subject to equity incentive awards granted/weighted average common shares outstanding. Net Burn Rate is calculated as (shares subject to equity incentive awards granted - shares cancelled)/weighted average common shares outstanding.

  16. Overhang

    | | As of March 31, 2026 | | Total number of shares of common stock subject to outstanding stock options | 18,280,626 | | Weighted-average exercise price of outstanding stock options | $13.40 | | Weighted-average remaining term of outstanding stock options | 7.4 years | | Total number of shares of common stock subject to outstanding full value awards | 3,078,096 | | Total number of shares of common stock available for grant under the 2014 Plan | 4,170,290 | | Total number of shares of common stock available for grant under other equity incentive plans | 768,866 | | Total number of shares of common stock outstanding | 88,762,704 | | Per-share closing price of common stock as reported on Nasdaq Global Select Market | $8.13 |

  17. Burn Rate

    | Fiscal Year | 2025 | 2024 | 2023 | | Total number of shares of common stock subject to stock options granted | 4,584,533 | 3,530,672 | 2,857,220 | | Total number of shares of common stock subject to full value awards granted | 1,235,070 | 703,611 | 1,840,579 | | Weighted-average number of shares of common stock outstanding | 87,675,770 | 86,161,392 | 73,229,390 | | Gross Burn Rate | 6.6% | 4.9% | 6.4% | | Net Burn Rate | 4.1% | 4.4% | 5.0% |

  18. Important Aspects of Our Amended 2014 Plan Designed to Protect Our Stockholders’ Interests

    Important Aspects of Our Amended 2014 Plan Designed to Protect Our Stockholders’ Interests The Amended 2014 Plan includes certain provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices including the following: • Stockholder approval is required for additional shares. The Amended 2014 Plan does not contain an annual “evergreen” provision. Thus, stockholder approval is required each time we need to increase the share reserve allowing our stockholders the ability to have a say on our equity compensation programs. • Repricing is not allowed. The Amended 2014 Plan prohibits the repricing of outstanding equity awards and the cancelation of any outstanding equity awards that have an exercise price or strike price greater than the current fair market value of our common stock in exchange for cash or other stock awards under the Amended 2014 Plan without stockholder approval. Fungible share counting. The Amended 2014 Plan contains a “fungible share counting” structure, whereby the number of shares of our common stock available for issuance under the Amended 2014 Plan will be reduced by (i) one share for each share issued pursuant to a stock option or stock appreciation right with an exercise price that is at least 100% of the fair market value of our common stock on the date of grant (an “Appreciation Award”) granted under the Amended 2014 Plan and (ii) 1.44 shares for each share issued pursuant to a stock award that is not an Appreciation Award (a “Full Value Award”) granted under the Amended 2014 Plan. As part of such fungible share counting structure, the number of shares of our common stock available for issuance under the Amended 2014 Plan will be increased by (i) one share for each share that becomes available again for issuance under the terms of the Amended 2014 Plan subject to an Appreciation Award and (ii) 1.44 shares for each share that becomes available again for issuance under the terms of the Amended 2014 Plan subject to a Full Value Award. No liberal share counting or recycling. The following shares will not become available again for issuance under the Amended 2014 Plan: (i) shares underlying stock options or stock appreciation rights that are reacquired or withheld (or not issued) by us to satisfy the exercise or purchase price of a stock award; (ii) shares underlying any type of stock awards that are reacquired or withheld (or not issued) by us to satisfy a tax withholding obligation in connection with a stock award; and (iii) any shares repurchased by us on the open market with the proceeds of the exercise or purchase price of a stock option or a stock appreciation right. Submission of amendments to Amended 2014 Plan to stockholders. The Amended 2014 Plan requires stockholder approval for material amendments to the Amended 2014 Plan, including as noted above, any increase in the number of shares reserved for issuance under the Amended 2014 Plan. • Awards subject to forfeiture/clawback. Awards granted under the Amended 2014 Plan will be subject to recoupment in accordance with the clawback policy we adopted on April 4, 2023 and the clawback policy we adopted on October 17, 2023 in order to comply with SEC rules under Section 10D-1 of the Exchange Act and Nasdaq listing standards. In addition, we may impose other clawback, recovery or recoupment provisions in an award agreement, including a reacquisition right in respect of previously acquired shares or other cash or property upon the occurrence of cause. • No liberal change in control definition. The change in control definition in the Amended 2014 Plan is not a “liberal” definition. A change in control transaction must actually occur in order for the change in control provisions in the Amended 2014 Plan to be triggered. • Flexibility in designing equity compensation scheme. The Amended 2014 Plan allows us to provide a broad array of equity incentives, including traditional option grants, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, and other stock awards. By providing this flexibility we can quickly and effectively react to trends in compensation practices and continue to offer competitive compensation arrangements to attract and retain the talent necessary for the success of our business. • Broad-based eligibility for equity awards. We grant equity awards to the vast majority of our employees. By doing so, we tie our employees’ interests with stockholder interests and motivate our employees to act as owners of the business. • Restrictions on dividends. The Amended 2014 Plan provides that (i) there will be no dividends or dividend equivalents paid on unvested shares, (ii) any dividends or dividend equivalents that are credited to any unvested shares will be subject to all of the terms and conditions applicable to such unvested shares under the terms of the award agreement to which such shares relate (including, but not limited to, any vesting conditions), and (iii) any dividends or dividend equivalents that are credited to any unvested shares will be forfeited to the Company upon forfeiture to or repurchase by the Company due to a failure to meet any vesting conditions under the terms of such award agreement.

  19. Summary of the Amended 2014 Equity Incentive Plan

    Summary of the Amended 2014 Equity Incentive Plan A summary of the principal features of the Amended 2014 Plan follows below. The summary is qualified by the full text of the Amended 2014 Plan that is attached as Appendix A to this proxy statement. Types of Awards. The Amended 2014 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based stock awards, and other forms of equity compensation, which we refer to collectively as stock awards. Additionally, the Amended 2014 Plan provides for the grant of performance cash awards. Eligibility. The Amended 2014 Plan provides for the grant of awards to eligible employees, non-employee directors, and consultants. ISOs may be granted only to employees. As of March 31, 2026, approximately 262 employees, seven non-employee directors, and one consultant would be eligible to participate in the Amended 2014 Plan. Share Reserve. Subject to adjustments for certain changes in our capitalization, the maximum number of shares of our common stock that may be issued under the Amended 2014 Plan is 41,077,686 shares, which is the sum of: (i) 5,975,000 shares initially reserved under the 2014 Plan, (ii) 14,302,686 shares of common stock that were added pursuant to the annual automatic share increases from January 1, 2016 through January 1, 2023, (iii) an additional 4,050,000 shares of common stock that were approved by our stockholders at the 2023 Annual Meeting of Stockholders, (iv) an additional 5,500,000 shares of common stock that were approved by our stockholders at the 2024 Annual Meeting of Stockholders, (v) an additional 4,750,000 shares of common stock that were approved by our stockholders at the 2025 Annual Meeting of Stockholders, and (vi) an additional 6,500,000 shares of common stock that are subject to approval by our stockholders under this Proposal 5. Contingent upon approval of this Proposal 5, the maximum number of shares that may be issued upon the exercise of ISOs under our Amended 2014 Plan is 123,233,058 shares. The number of shares of our common stock available for issuance under the Amended 2014 Plan will be reduced by (i) one share for each share of common stock issued pursuant to a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant, and (ii) 1.44 shares for each share of common stock issued pursuant to a full value award (i.e., any stock award that is not a stock option or stock appreciation right with an exercise or strike price of at least 100% of the fair market value of the underlying common stock on the date of grant). The following actions will not reduce the number of shares available for issuance under the Amended 2014 Plan: (1) the expiration or termination of any portion of a stock award without the shares covered by such portion of the stock award having been issued; or (2) the settlement of any portion of a stock award in cash. Any shares previously issued pursuant to a stock award that are forfeited back to or repurchased by the Company because of a failure to meet a contingency or condition required for the vesting of such shares will again become available for issuance under the Amended 2014 Plan (collectively, the “Amended 2014 Plan Returning Shares”). For each Amended 2014 Plan Returning Share subject to a full value award, the number of shares of common stock available for issuance under the Amended 2014 Plan will increase by 1.44 shares. In addition, shares withheld to satisfy the exercise price of a stock award and shares withheld to satisfy a tax withholding obligation in connection with a stock award, or any shares repurchased by us on the open market with the proceeds of the exercise or strike price of an option or stock appreciation right will reduce the number of shares available for issuance under the Amended 2014 Plan. Administration. Our Board of Directors, or a duly authorized committee thereof, has the authority to administer the Amended 2014 Plan. Our Board of Directors may also delegate to one or more persons or bodies the authority to (1) designate recipients (other than other officers) of stock options or stock appreciation rights, (2) determine the number of shares of common stock to be subject to such stock awards, and (3) determine the terms of such stock awards. Subject to the terms of the Amended 2014 Plan, our Board of Directors or the authorized committee, referred to herein as the plan administrator, determines recipients, dates of grant, the numbers and types of stock awards to be granted and the terms and conditions of the stock awards, including the period of their exercisability and vesting schedule applicable to a stock award. Subject to the limitations set forth below, the plan administrator will also determine the exercise price, strike price or purchase price of awards granted and the types of consideration to be paid for the award. The plan administrator has the authority to modify outstanding awards under our Amended 2014 Plan, however, the plan administrator does not have the authority to reduce the exercise, purchase or strike price of any outstanding stock award, cancel any outstanding stock award in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, without stockholder approval. Non-Employee Director Compensation Limits. The Amended 2014 Plan provides that the value of all compensation granted or paid to any non-employee director with respect to any Annual Period (as defined in the Amended 2014 Plan), including equity awards granted and cash fees paid, will not exceed (i) $750,000 in total value or (ii) $1,000,000 in total value in the event such non-employee director is first appointed or elected to our Board of Directors during such Annual Period. Stock Options. ISOs and NSOs are granted pursuant to stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for a stock option, within the terms and conditions of the Amended 2014 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the Amended 2014 Plan vest at the rate specified by the plan administrator. The plan administrator determines the term of stock options granted under the Amended 2014 Plan, up to a maximum of 10 years. Unless the terms of an option holder’s stock option agreement provide otherwise, if an option holder’s service relationship with us, or any of our affiliates, ceases for any reason other than disability, death or cause, the option holder may generally exercise any vested options for a period of three months following the cessation of service. The option term may be extended in the event that exercise of the option following such a termination of service is prohibited by applicable securities laws or our insider trading policy. If an optionholder’s service relationship with us or any of our affiliates ceases due to disability or death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, options generally terminate immediately upon the termination of the individual for cause. In no event may an option be exercised beyond the expiration of its term.

  20. Summary of the Amended 2014 Equity Incentive Plan

    Acceptable consideration for the purchase of common stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of our common stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO, and (5) other legal consideration approved by the plan administrator. Unless the plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionholder may designate a beneficiary, however, who may exercise the option following the optionholder’s death. Tax Limitations On Incentive Stock Options. The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by an optionholder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant, and (2) the term of the ISO does not exceed five years from the date of grant. Restricted Stock Awards. Restricted stock awards are granted pursuant to restricted stock award agreements adopted by the plan administrator. Restricted stock awards may be granted in consideration for (1) cash, check, bank draft or money order, (2) services rendered to us or our affiliates, or (3) any other form of legal consideration. Common stock acquired under a restricted stock award may, but need not, be subject to a share repurchase option in our favor in accordance with a vesting schedule to be determined by the plan administrator. A restricted stock award may be transferred only upon such terms and conditions as set by the plan administrator. Except as otherwise provided in the applicable award agreement, restricted stock that has not vested will be forfeited or repurchased by us upon the participant’s cessation of continuous service for any reason. Restricted Stock Unit Awards. Restricted stock unit awards are granted pursuant to restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration. A restricted stock unit award may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited upon the participant’s cessation of continuous service for any reason. Stock Appreciation Rights. Stock appreciation rights are granted pursuant to stock appreciation grant agreements adopted by the plan administrator. The plan administrator determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Upon the exercise of a stock appreciation right, we will pay the participant an amount equal to the product of (1) the excess of the per share fair market value of our common stock on the date of exercise over the strike price, multiplied by (2) the number of shares of common stock with respect to which the stock appreciation right is exercised. A stock appreciation right granted under the Amended 2014 Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator. The plan administrator determines the term of stock appreciation rights granted under the Amended 2014 Plan, up to a maximum of ten years. Unless the terms of a participant’s stock appreciation right agreement provides otherwise, if a participant’s service relationship with us or any of our affiliates ceases for any reason other than cause, disability or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. The stock appreciation right term may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. If a participant’s service relationship with us, or any of our affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term. Performance Awards. The Amended 2014 Plan permits the grant of performance-based stock and cash. Our Board of Directors can structure such awards so that stock or cash will be issued or paid pursuant to such award only after the achievement of certain pre-established performance goals during a designated performance period.

  21. Summary of the Amended 2014 Equity Incentive Plan

    The performance goals that may be selected include one or more of the following: (1) earnings (including earnings per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings before interest, taxes, depreciation and amortization; (4) earnings before interest, taxes, depreciation, amortization and legal settlements; (5) earnings before interest, taxes, depreciation, amortization, legal settlements and other income (expense); (6) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense) and stock-based compensation; (7) earnings before interest, taxes, depreciation, amortization, legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (8) total stockholder return; (9) return on equity or average stockholders’ equity; (10) return on assets, investment, or capital employed; (11) stock price; (12) margin (including gross margin); (13) income (before or after taxes); (14) operating income; (15) operating income after taxes; (16) pre-tax profit; (17) operating cash flow; (18) sales or revenue targets; (19) increases in revenue or product revenue; (20) expenses and cost reduction goals; (21) improvement in or attainment of working capital levels; (22) economic value added (or an equivalent metric); (23) market share; (24) cash flow; (25) cash flow per share; (26) share price performance; (27) debt reduction; (28) stockholders’ equity; (29) capital expenditures; (30) debt levels; (31) operating profit or net operating profit; (32) workforce diversity; (33) growth of net income or operating income; (34) billings; (35) bookings; (36) employee retention; (37) initiation of phases of clinical trials and/or studies by specific dates; (38) patient enrollment rates; (39) budget management; (40) submission to, or approval by, a regulatory body (including, but not limited to the FDA) of an applicable filing or a product candidate; (41) implementation or completion of projects or processes (including, without limitation, clinical trial initiation, clinical trial enrollment, clinical trial results, new and supplemental indications for existing products, regulatory filing submissions, regulatory filing acceptances, regulatory or advisory committee interactions, regulatory approvals, and product supply); (42) regulatory milestones; (43) progress of internal research or clinical programs; (44) progress of partnered programs; (45) partner satisfaction; (46) timely completion of clinical trials; (47) submission of INDs and NDAs and other regulatory achievements; (48) research progress, including the development of programs; (49) strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); and (50) other measures of performance selected by our Board of Directors. The performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise (1) in the award agreement at the time the award is granted or (2) in such other document setting forth the performance goals at the time the goals are established, we will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (a) to exclude restructuring and/or other nonrecurring charges; (b) to exclude exchange rate effects; (c) to exclude the effects of changes to generally accepted accounting principles; (d) to exclude the effects of any statutory adjustments to corporate tax rates; (e) to exclude the effects of any “extraordinary items” as determined under generally accepted accounting principles; (f) to exclude the dilutive effects of acquisitions or joint ventures; (g) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (h) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (i) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (j) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; (k) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles; (l) to exclude the effect of any other unusual, non-recurring gain or loss or other extraordinary item; and (m) to exclude the effects of the timing of acceptance for review and/or approval of submissions to the FDA or any other regulatory body. In addition, we retain the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of the goals. The performance goals may differ from participant to participant and from award to award. Other Stock Awards. The plan administrator may grant other awards based in whole or in part by reference to our common stock. The plan administrator will set the number of shares under the stock award and all other terms and conditions of such awards. Changes to Capital Structure. In the event that there is a specified type of change in our capital structure, such as a stock split or recapitalization, appropriate adjustments will be made to (1) the class and maximum number of shares reserved for issuance under the Amended 2014 Plan, (2) the class and maximum number of shares by which the share reserve may increase automatically each year, (3) the class and maximum number of shares that may be issued upon the exercise of ISOs, (4) the class and maximum number of shares subject to stock awards that can be granted in a calendar year, (5) the class and maximum number of shares that may be awarded to any non-employees director and (6) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.

  22. Summary of the Amended 2014 Equity Incentive Plan

    Corporate Transactions. In the event of a corporate transaction, unless otherwise provided in a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the plan administrator at the time of grant, any stock awards outstanding under the Amended 2014 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then (1) with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the corporate transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full (with performance-based awards vesting at the “target” level of performance) to a date prior to the effective time of the corporate transaction (contingent upon the effectiveness of the corporate transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the corporate transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the corporate transaction) and (2) any such stock awards that are held by persons other than current participants will terminate if not exercised (if applicable) prior to the effective time of the corporate transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the corporate transaction. In the event a stock award will terminate if not exercised prior to the effective time of a corporate transaction, the plan administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (1) the per share amount payable to holders of common stock in connection with the corporate transaction, over (2) any per share exercise price payable by such holder, if applicable. In addition, any escrow, holdback, earn out or similar provisions in the definitive agreement for the corporate transaction may apply to such payment to the same extent and in the same manner as such provisions apply to the holders of common stock. Under the Amended 2014 Plan, a corporate transaction is generally defined as the consummation of: (1) a sale or other disposition of all or substantially all of our assets, (2) the sale or other disposition of at least 90% of our outstanding securities, (3) a merger or consolidation where we do not survive the transaction or (4) a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction. Change in Control. Awards granted under the Amended 2014 Plan may be subject to acceleration of vesting and exercisability upon or after a change in control as may be provided in the applicable stock award agreement or in any other written agreement between us or any affiliate and the participant, but in the absence of such provision, no such acceleration will automatically occur. Amendment and Termination. Our Board of Directors has the authority to amend, suspend, or terminate our Amended 2014 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. No ISOs may be granted after April 9, 2036, which is the tenth anniversary of the date our Board of Directors adopted the Amended 2014 Plan.

  23. Plan Benefits under the 2014 Plan

    | Name and Position | Options | RSAs | RSUs | PSUs | | Troy E. Wilson, Ph.D., J.D., Chairman, President and Chief Executive Officer | 4,976,450 | 1,750,000 | — | 547,500 | | Brian Powl, Chief Commercial Officer | 422,500 | — | 209,050 | 48,900 | | Kathleen Ford, Chief Operating Officer | 1,261,393 | — | 71,900 | 146,700 | | All Current Executive Officers as a Group | 8,541,168 | 1,750,000 | 627,073 | 1,137,300 | | All Current Non-Employee Directors as a Group | 1,278,248 | — | — | — | | All Current Employees as a Group (including all current non-executive officers) | 18,902,489 | 2,541,250 | 3,446,314 | 1,212,200 | | Each Nominee for Director: | | | | | | Diane Parks | 188,166 | — | — | — | | Mary T. Szela | 200,083 | — | — | — | | Michael J. Vasconcelles, M.D. | 97,833 | — | — | — | | Each Associate of any Director, Executive Officer or Nominee | — | — | — | — | | Each Other Current and Former 5% Holder or Future 5% Recipient | — | — | — | — |

  24. Executive Compensation Philosophy and Objectives

    | What We Do |  Pay for Performance. We link pay to performance by generally heavily weighting total executive compensation to at-risk pay.  Long-Term Focus. We provide significant equity-based compensation with multi-year vesting schedules to encourage durable growth and consistent performance.  Thoughtful Analysis of Compensation Program. Our Compensation Committee reviews our compensation philosophy and strategy on an annual basis. Our Compensation Committee’s independent advisor provides information and data regarding competitive practices and pay levels, which is considered by the Compensation Committee prior to making compensation-related decisions.  Thorough Compensation Risk Assessment. Our Compensation Committee conducts an annual assessment of our compensation programs to promote prudent risk management.  Compensation Committee Independence and Experience. Our Compensation Committee is comprised solely of independent directors who have extensive relevant experience.  Independent Compensation Consultant. Our Compensation Committee selects and engages its own independent advisor.  Conduct an Annual Say-on-Pay Vote. We will hold an annual say-on-pay vote and are committed to taking the views of our stockholders into consideration when evaluating and making changes to our compensation program.  Stockholder-friendly Equity Practices. Our 2014 Plan and ESPP no longer contain an evergreen provision, and our 2014 Plan no longer explicitly prohibits repricing and does not allow liberal share recycling, among other stockholder-friendly features.  Clawback. We maintain two compensation recoupment (clawback) policies that apply to executive officers and that permit us to reduce or recover any compensation (whether time- or performance-based) that was granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure, if we are required to restate our financial results. | | What We Don’t Do | × No hedging or pledging in company securities. | | | × No change in control excise tax gross-ups. |

  25. Executive Compensation Philosophy and Objectives

    | × No single-trigger change in control benefits. | | × No backdating or repricing of stock options; no discounted stock options. | | × No pension or nonqualified deferred compensation. |

  26. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee retained Alpine Rewards to advise on our 2025 executive compensation programs, practices and decisions given their expertise in the life sciences industry and knowledge of competitive practices in the space. During 2025, Alpine Rewards provided the following services as requested by the Compensation Committee: • Assisted in the development of the 2025 compensation peer group used to assess overall market competitive compensation practices; • Prepared for Compensation Committee review a comprehensive analysis providing a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, target annual incentive opportunities, equity and target total direct compensation; • Reviewed and assessed our current compensation programs and identified certain changes for the Compensation Committee’s consideration to potentially implement in order to remain competitive with the market; • Conducted an assessment of the equity practices of our peers, and assisted in the continued development of our equity compensation strategy; and • Advised on regulatory developments relating to executive compensation and collaborated on the risk assessment relating to employee compensation. Base salaries, equity awards, and cash bonuses were among the items reviewed based on market data provided by Alpine Rewards. During 2025, the Compensation Committee reviewed the fees provided to Alpine Rewards relative to its revenues, the services provided by Alpine Rewards to the Compensation Committee, any relationships between Alpine Rewards and its individual consultants and our executive officers, any stock ownership of the Company by Alpine Rewards, and other factors relating to Alpine Rewards’ independence, and concluded that Alpine Rewards is independent within the meaning of the Nasdaq listing standards and that Alpine Rewards’ engagement did not present any conflict of interest.

  27. Compensation Peer Group and Market Data

    Compensation Peer Group and Market Data In setting compensation for our executive officers, including our NEOs, our Compensation Committee uses competitive compensation data from an annual total compensation study of selected peer companies to inform its decisions about overall compensation opportunities and specific compensation elements. With the assistance of Alpine Rewards, in July 2024, our Compensation Committee selected the primary compensation peer group that we used for our 2025 compensation decisions. The compensation peer group was generally developed from publicly-traded companies at similar stages of development, with similar therapeutic focus, a market valuation generally between $500 million and $4.8 billion (based upon our then-current valuation of $1.6 billion), a headcount range generally between 50 to 600 employees and located in biotechnology hubs. Our primary compensation peer group for 2025 consisted of the following companies:

  28. Compensation Peer Group and Market Data

    | Arcus Biosciences (RCUS) | Kymera Therapeutics (KYMR) | | Arvinas (ARVN) | Nuvalent (NUVL) | | Cogent Biosciences (COGT) | Relay Therapeutics (RLAY) | | Crinetics Pharmaceuticals (CRNX) | Revolution Medicines (RVMD) | | Day One Biopharmaceuticals (DAWN) | SpringWorks Therapeutics (SWTX) | | IDEAYA Biosciences (IDYA) | Structure Therapeutics (GPCR) | | Iovance Biotherapeutics (IOVA) | Summit Therapeutics (SMMT) | | iTeos Therapeutics (ITOS) | Syndax Pharmaceuticals (SNDX) | | Janux Therapeutics (JANX) | Xencor (XNCR) |

  29. Compensation Peer Group and Market Data

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

  30. Elements of Our Executive Compensation Program

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

  31. Elements of Our Executive Compensation Program

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors (including individual performance, internal equity, retention and the overall performance of our Company) and by reference to market data provided by our independent compensation consultant. | | Annual Incentive (at-risk cash) | Motivates and rewards for attaining rigorous annual corporate and individual performance goals that relate to our key business objectives and individual contributions. | Target annual incentive opportunities, calculated as a percentage of base salary, are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Annual incentive opportunities motivate our executives to achieve specific corporate and individual performance goals aligned with our strategic objectives. Corporate performance goals are established at the beginning of the year and individual performance objectives that relate to the NEOs’ roles and expected contributions toward reaching our corporate goals are also established for all NEOs other than our CEO. Actual incentive amounts earned are determined after the end of the year, based on achievement of the designated corporate performance objectives and, where applicable, individual performance objectives. |

  32. Elements of Our Executive Compensation Program

    | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance; fosters ownership culture, aligns executives’ interests with stockholder interests and long-term stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Equity opportunities are generally reviewed and determined annually or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as an incentive for significant achievement. Individual grants are determined based on a number of factors, including current corporate and individual performance, outstanding equity holdings and their retention value and total ownership, historical value of our stock, internal equity amongst executives and market data provided by our independent compensation consultant. We have provided equity grants in the form of stock options and RSUs that typically vest over a four-year-period and performance-based restricted stock units (“PSUs”) that vest upon the achievement of performance milestones and service conditions. |

  33. Annual Incentive Opportunities

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

  34. 2025 Annual Incentive Opportunities and Achievements

    2025 Annual Incentive Opportunities and Achievements The target amount for the annual incentive opportunities for our executives is generally established at the outset of the fiscal year or in the executive officer’s employment agreement and is generally based on a percentage of the executive’s base salary that is intended to be competitive with that offered to similarly-situated executives, to the extent such comparable positions exist. The 2025 target annual incentive opportunities for each of our NEOs is provided in the chart below.

  35. 2025 Annual Incentive Opportunities and Achievements

    | Executive | 2025 Target Annual Incentives (% of Base Salary) | | Troy E. Wilson, Ph.D., J.D. | 60% | | Brian Powl | 40% | | Kathleen Ford | 40% |

  36. 2025 Annual Incentive Opportunities and Achievements

    The maximum target payout for the corporate goals achievement is 150%, and the maximum target payout for individual performance is 150%. For 2025, the corporate goals were weighted at 100% for Dr. Wilson and at 75% for the other NEOs, with the remaining 25% tied to their individual performance.

  37. Corporate Performance

    | Metric | Weighting | | Achieved | | Total Bonus Achievement | | | Base Goals | Stretch Goals | Base Goals | Stretch Goals | | | Monotherapy Data Presentation and NDA Submission | 25.0% | 15.0% | 25.0% | 15.0% | 40.0% | | Launch Readiness | 7.5% | — | 7.5% | — | 7.5% | | Launch Execution | 7.5% | 10.0% | 7.5% | 10.0% | 17.5% | | Stakeholder Engagement | 5.0% | — | 5.0% | — | 5.0% | | Lifecycle Management | 30.0% | 20.0% | 30.0% | 20.0% | 50.0% | | Darlifarnib Development | 15.0% | 20.0% | 15.0% | 20.0% | 35.0% | | Operational | 10.0% | — | 10.0% | — | 10.0% | | Total | 100.0% | 65.0% | 100.0% | 65.0% | 165.0% |

  38. Amounts Earned

    Amounts Earned The table below reflects the target and actual annual incentives paid to our NEOs for performance in 2025. Dr. Wilson’s annual incentives solely reflected our corporate goal achievement of 150%. Mr. Powl’s and Ms. Ford’s annual incentives reflected our corporate goal achievement of 150%, weighted at 75% of the total actual annual incentives, and individual performance achievement of 125% for each, weighted at 25% of the total actual annual incentives.

  39. Amounts Earned

    | | Annual Incentives | | | Executive | Target ($) | Actual ($) | | Troy E. Wilson, Ph.D., J.D. | 420,000 | 630,000 | | Brian Powl | 202,539 | 291,150 | | Kathleen Ford | 215,974 | 310,463 |

  40. Long-Term Incentive Program

    Long-Term Incentive Program Our long-term, equity-based incentive awards are designed to align the interests of our NEOs and our other employees, non-employee directors and consultants with the interests of our stockholders. Because vesting is generally subject to continued service over a period of several years following the date of grant, our equity-based incentives also serve as a retention device for NEOs and other service providers. We generally provide initial equity-based incentive awards in connection with the commencement of employment of our NEOs as an inducement to commencement of employment. We award annual equity-based incentive awards at or shortly following the end of each year. Awards are subject to vesting over a period of multiple years to provide long-term incentives to deliver sustained stockholder value and to facilitate retention. Prior to 2022, we granted equity compensation to our NEOs primarily in the form of stock options. The Compensation Committee views stock options as inherently performance-based compensation that provides a direct link between executive pay and stockholder return, as the value realized, if any, by the executive, is dependent upon, and directly proportionate to, appreciation in stock price over the exercise period and throughout the remaining term prior to exercise. Additionally, stock options will not provide value to the holder if the value of our stock price does not increase after the award is granted. In 2022, our Compensation Committee introduced RSUs into our long-term incentive mix. We believe that RSUs are a strong retention vehicle, particularly during periods of stock price volatility, and can allow us to reduce share usage and manage our available equity pool more efficiently. In September 2022, as part our executive compensation package, our Board of Directors approved the award of PSUs to all of our NEOs, with the exception of Mr. Powl, who was not yet employed by the Company at that time. The PSUs were granted upon stockholder approval in May 2023. Two of the three PSU awards that were approved for NEOs other than Mr. Powl in September 2022 were also granted to Mr. Powl in 2025 in the form of RSUs upon the achievement of applicable PSU milestones. Further, the Board of Directors granted PSUs to Mr. Powl for the third PSU milestone that has not yet been achieved. The vesting of such PSUs is subject to robust goals based on the achievement of key milestones and time-based vesting of such milestone achievements. We believe PSUs create a strong link to the Company’s long-term performance, and closely align the interests of our NEOs with those of our stockholders because the value of the grants is directly tied to performance goal attainment. For 2025, we used stock options and RSUs (together referred to as equity awards) generally to provide long-term incentives to our NEOs. In addition, certain of the PSU grants that were introduced in September 2022 vested in 2025 or were determined to be probable of vesting and some remain outstanding. We believe that the Company’s achievement of the challenging and ambitious long-term performance goals as defined in the PSU grants, including approval by the FDA of an NDA for ziftomenib in the AML setting, initiation of a registration-enabling trial of ziftomenib in combination with standard of care treatment in AML, and initiation of a Phase 2 study of a proprietary FTI plus another targeted therapy, together with time-based vesting of such milestone achievements, will drive significant stockholder value creation. The Compensation Committee will continue to assess on an annual basis whether to award additional PSUs based upon new performance goals.

  41. 2025 Equity Awards

    2025 Equity Awards In January 2025, the Compensation Committee, and with respect to Dr. Wilson, our Board of Directors, approved annual stock options and/or RSUs for our NEOs, which vest over a four-year period. In determining the stock option and RSU grants to our NEOs in 2025, our Compensation Committee reviewed market data and considered a blended value and percent of Company approach. The percent of Company approach involves the use of benchmarking targets at each level and the grant of equity based on a percentage of total Company shares outstanding. This approach enables us to manage dilution while distributing equity fairly among our workforce. Consistent with our compensation philosophy, the Compensation Committee focused a larger portion of total direct compensation in the form of long-term equity awards, which the Compensation Committee believes will drive long-term differentiated value relative to our peers and maximize long-term stockholder value. We believe that our emphasis on equity compensation serves to retain our executives and align their interests with those of our stockholders. As described in further detail below, in September 2025, our Board of Directors granted RSUs to Mr. Powl and in November 2025, our Board of Directors granted RSUs and PSUs to Mr. Powl. The following table sets forth the number of shares underlying each of the 2025 equity award grants to our NEOs.

  42. 2025 Equity Awards

    | Executive | Stock Option Grant (#) | RSU Grant (#) | PSU Grant (#) | | Troy E. Wilson, Ph.D., J.D. | 625,000(1) | — | — | | Brian Powl | 92,500(1) | 144,050(1)(2) | 48,900(2) | | Kathleen Ford | 185,000(1) | — | — |

  43. 2025 Equity Awards

    (1) Dr. Wilson, Mr. Powl and Ms. Ford were each granted stock options in January 2025 and Mr. Powl was granted RSUs covering 46,250 shares of common stock in January 2025, in each case as part of the annual refresher equity awards. (2) Mr. Powl was granted (i) RSUs covering 48,900 shares of common stock in September 2025 and (ii) RSUs covering 48,900 shares of common stock and PSUs covering 48,900 shares of common stock in November 2025. The NEOs (other than Dr. Wilson) were given a choice to receive their annual refresher equity awards in the form of options only or a mix of 50% options and 50% RSUs; Mr. Powl elected to receive both stock options and RSUs, and Ms. Ford elected to receive stock options only. Dr. Wilson’s annual refresher equity award was designed to be comprised of only stock options and was granted in recognition of the Company’s strong corporate performance. The stock options granted to each NEO in January 2025 vest monthly over a four-year period, subject to the NEO’s continued service with us. The RSUs granted to Mr. Powl in January 2025 vest in equal annual installments over a four-year period, subject to Mr. Powl’s continued service with us. In recognition of Mr. Powl’s extensive efforts toward the Company’s anticipated achievement of the initiation of its performance targets, the Board of Directors granted him RSUs for 48,900 shares of common stock in each of September 2025 and November 2025, 50% of which vested upon grant, and 50% of which vest upon the one-year anniversary of the corresponding grant date. Also in November 2025, the Board of Directors granted Mr. Powl PSUs for 48,900 shares of common stock, 50% of which will vest upon certification by the Board of Directors of the initiation of a Phase 2 study of a farnesyl transferase inhibitor plus another targeted therapy (the “Phase 2 Milestone”), and 50% of which will vest upon the one-year anniversary of the Phase 2 Milestone. Vesting of each RSU and PSU granted to Mr. Powl is subject to his continued service with us as of each corresponding vesting date.

  44. Additional Policies and Practices

    Additional Policies and Practices Anti-Hedging and Pledging Policies Under our insider trading policy, directors and executive officers, as well as employees, are prohibited from engaging in short sales, transactions in put or call options, hedging transactions, margin accounts, pledges, or other inherently speculative transactions with respect to the Company’s stock. In addition, no employee, officer, director, agent or immediate family members may trade in the Company’s stock while in the possession of inside information, and executive officers, directors and certain other employees may only trade in the Company’s stock during company-specified window periods, such as after the release of earnings data for two full trading days. As of the date of this proxy statement, no shares of Company common stock were pledged by any director or executive officer. The disclosure under the caption “Anti-Hedging and Pledging Policies” is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information From time to time, the Company grants stock options to its employees, including the NEOs. Historically, the Company has granted new-hire option awards on or soon after a new hire’s employment start date and annual refresh employee option grants at the beginning of the calendar year. The Company’s typical practice is to grant new-hire option awards on the first trading day of the month following the month in which the options are approved and to grant annual refresh employee option awards via unanimous written consent in the first few days of the calendar year. Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the Board of Directors and on the date of each annual meeting of the Company’s stockholders, respectively, pursuant to our amended and restated director compensation policy (the “Director Compensation Policy”), as further described under the heading, “Non-Employee Director Compensation” below. The Company does not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features. Because the Compensation Committee (or the Board of Directors, as applicable) has a practice of generally granting stock options on the first trading day of the month following the month in which the options are approved for grants to newly hired employees, and at the beginning of the calendar year for annual refresh option grants, the Compensation Committee (or the Board of Directors, as applicable) generally does not take material nonpublic information (“MNPI”) into account when determining the timing of awards and it does not seek to time the award of stock options in relation to the Company’s public disclosure of MNPI. The Company has not timed the release of MNPI for the purpose of affecting the value of executive compensation. All stock options are granted with an exercise price that is not less than the closing price of our common stock on the grant date. For accounting purposes, if there is MNPI at the grant date, it is incorporated into the grant date fair value of the awards in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) and Staff Accounting Bulletin 99.

  45. Executive Employment Agreements

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

  46. Severance and Change in Control Benefits

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

  47. Clawbacks

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

  48. Summary Compensation Table for Fiscal 2025 and 2024

    Summary Compensation Table for Fiscal 2025 and 2024

  49. Summary Compensation Table for Fiscal 2025 and 2024

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($) | Total ($) | | Troy E. Wilson, Ph.D., J.D. | 2025 | 700,000 | — | 3,297,250 | 630,000 | 107,766(4) | 4,735,016 | | President and Chief Executive Officer | 2024 | 671,736 | — | 4,942,840 | 538,061 | 89,711(4) | 6,242,348 | | Brian Powl | 2025 | 506,348 | 1,366,247 | 487,993 | 291,150 | 17,500(5) | 2,669,238 | | Chief Commercial Officer | | | | | | | | | Kathleen Ford | 2025 | 539,935 | — | 975,986 | 310,463 | 76,103(6) | 1,902,487 | | Chief Operating Officer | 2024 | 519,168 | — | 1,632,903 | 259,845 | 94,322(6) | 2,506,238 |

  50. Summary Compensation Table for Fiscal 2025 and 2024

    The amounts shown in this column represent the aggregate grant date fair value of all time-based RSU awards granted for the years indicated, computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 11 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The grant date fair value for time-based RSUs is measured in accordance with ASC 718 and based on the closing price of our common stock on the date of grant. In November 2025, Mr. Powl was also granted PSUs. Under SEC rules, these PSUs are valued based on the probable outcome of the performance conditions associated with these awards, the achievement of which was determined to be not probable at grant. As a result, no amount in respect of the PSUs granted to Mr. Powl in 2025 have been included in the table above. The maximum potential value of Mr. Powl’s PSUs at the grant date, computed in accordance with ASC 718, and assuming the performance conditions are achieved in full, is $522,252. The amounts shown in this column do not necessarily correspond to the actual value recognized or that may be recognized by Mr. Powl. For further information regarding such equity awards, please see the “Outstanding Equity Awards at Fiscal Year End” table and related footnotes below and “Long-Term Incentive Program” in the Executive Compensation section above. (2) The amounts shown in this column represent the aggregate grant date fair value of all stock option awards granted for the years indicated. These amounts have been computed in accordance with ASC 718, using the Black-Scholes option-pricing model. Assumptions used in the calculation of these amounts are included in Note 11 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The amounts shown in this column do not necessarily correspond to the actual value recognized or that may be recognized by our Named Executive Officers. (3) Amounts shown represent performance bonuses earned in 2025 and 2024, which were paid in cash in February 2026 and February 2025, respectively. (4) Consists of (i) $17,500 and $17,250 for 401(k) contributions for 2025 and 2024, respectively, (ii) $1,634 for long-term disability insurance premiums for each of 2025 and 2024, (iii) $71,921 and $51,430 for commuting expenses in 2025 and 2024, respectively, inclusive of tax gross up payments of $31,573 and $22,809 in 2025 and 2024, respectively, (iv) $13,461 and $16,147 for payouts of unused paid time off in 2025 and 2024, respectively, (v) a $3,000 life style stipend for each of 2025 and 2024 and (vi) a $250 home office allowance for each of 2025 and 2024. (5) Consists of 401(k) contributions. Consists of (i) $17,500 and $17,250 for 401(k) contributions for 2025 and 2024, respectively, (ii) $41,589 and $60,192 for commuting expenses in 2025 and 2024, respectively, inclusive of tax gross up payments of $16,365 and $26,695 in 2025 and 2024, respectively, (iii) $12,804 and $12,480 for payouts of unused paid time off in 2025 and 2024, respectively, (iv) $960 and $1,150 for parking expenses in 2025 and 2024, respectively, (v) a $3,000 life style stipend for each of 2025 and 2024 and (vi) a $250 home office allowance for each of 2025 and 2024.

  51. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table presents information regarding outstanding equity awards held by our Named Executive Officers as of December 31, 2025.

  52. Outstanding Equity Awards at Fiscal Year End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | | | Name | Grant Date | Number of securities underlying unexercised options (exercisable) (#) | Number of securities underlying unexercised options (unexercisable) (#) | Option exercise price ($/share) (2) | Option expiration date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Troy E. Wilson, Ph.D., J.D. | 1/23/2017 | 6,103 | — | 6.15 | 1/22/2027 | — | — | — | — | | | 1/24/2018 | 275,000 | — | 20.00 | 1/23/2028 | — | — | — | — | | | 1/22/2019 | 220,000 | — | 15.47 | 1/21/2029 | — | — | — | — | | | 1/30/2020 | 393,950 | — | 11.86 | 1/29/2030 | — | — | — | — | | | 1/26/2021 | 366,500 | — | 32.80 | 1/25/2031 | — | — | — | — | | | 1/26/2022 | 484,687 | 10,313(4) | 14.15 | 1/25/2032 | — | — | — | — | | | 2/16/2023 | 396,666 | 163,334(4) | 11.99 | 2/15/2033 | — | — | — | — | | | 5/31/2023 | — | — | — | — | 182,500(5) | 1,896,175 | 182,500(5) | 1,896,175 | | | 1/2/2024 | 268,333 | 291,667(4) | 15.36 | 1/1/2034 | — | — | — | — | | | 1/2/2025 | 143,229 | 481,771(4) | 8.68 | 1/1/2035 | — | — | — | — | | Brian Powl | 8/14/2023 | 116,666 | 83,334(6) | 11.72 | 8/13/2033 | — | — | — | — | | | 1/2/2024 | 14,375 | 15,625(4) | 15.36 | 1/1/2034 | 11,250(7) | 116,888 | — | — | | | 1/2/2025 | 21,197 | 71,303(4) | 8.68 | 1/1/2035 | 46,250(7) | 480,538 | — | — | | | 9/27/2025 | — | — | — | — | 24,450(8) | 254,036 | — | — | | | 11/13/2025 | — | — | — | — | 24,450(8) | 254,036 | 48,900(9) | 508,071 | | Kathleen Ford | 8/9/2019 | 215,625 | — | 19.43 | 8/8/2029 | — | — | — | — | | | 1/30/2020 | 45,393 | — | 11.86 | 1/29/2030 | — | — | — | — | | | 1/26/2021 | 140,000 | — | 32.80 | 1/25/2031 | — | — | — | — | | | 1/26/2022 | 167,437 | 3,563(4) | 14.15 | 1/25/2032 | 5,475(7) | 56,885 | — | — | | | 2/16/2023 | 131,041 | 53,959(4) | 11.99 | 2/15/2033 | — | — | — | — | | | 5/31/2023 | — | — | — | — | 48,900(5) | 508,071 | 48,900(5) | 508,071 | | | 1/2/2024 | 88,645 | 96,355(4) | 15.36 | 1/1/2034 | — | — | — | — | | | 1/2/2025 | 42,395 | 142,605(4) | 8.68 | 1/1/2035 | — | — | — | — |

  53. Outstanding Equity Awards at Fiscal Year End

    (1) All of the awards were granted under the 2014 Plan, the terms of which are described below under “Equity Compensation Plans—Amended and Restated 2014 Equity Incentive Plan.” (2) All of the option awards were granted with a per share exercise price equal to the closing sales price for our common stock on the Nasdaq Global Select Market as of the grant date. (3) Computed in accordance with SEC rules as the number of unvested shares multiplied by the closing price of our common stock on December 31, 2025, which was $10.39. The actual value realized by the Named Executive Officer depends on whether the shares vest and the future performance of our common stock. (4) 1/48th of the shares vest monthly over the four years following the applicable vesting commencement date. In addition, the vesting of the option accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above. (5) 1/6th of the shares vest upon the achievement of six separate performance milestones and service conditions. Two performance milestones were achieved in 2025, resulting in 1/6th of the shares vesting on each of September 27, 2025 and November 13, 2025. Additionally, 1/6th of the shares will vest on each of September 27, 2026 and November 13, 2026, subject to the NEO’s continued service with us as of each corresponding vesting date. See “Executive Compensation—Long-Term Incentive Program—Equity Awards” in our definitive proxy statement on Schedule 14A filed with the SEC on April 12, 2024 for further details. In addition, the vesting of the PSUs accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above. 1/4th of the shares vest on the one-year anniversary of the vesting commencement date and 1/48th of the shares vest monthly thereafter for the remaining three years. In addition, the vesting of the option accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above. 1/4th of the shares vest in annual installments on the anniversary of the applicable vesting commencement date. In addition, the vesting of the RSUs accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above. 50% of the shares vested on the applicable grant date and 50% of the shares vest on the first anniversary of the applicable vesting commencement date. In addition, the vesting of the RSUs accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above. (9) 50% of the shares vest upon the achievement of two separate performance milestones and service conditions. See “Executive Compensation—Long-Term Incentive Program—2025 Equity Awards” in the Executive Compensation section above for further details. In addition, the vesting of the PSUs accelerates upon certain terminations occurring in connection with a change of control transaction as described in “Executive Compensation—Other Features of our Executive Compensation Program—Severance and Change in Control Benefits” above.

  54. Item 402(v) Pay Versus Performance

    Item 402(v) Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee views the link between the Company’s performance and NEO pay. This disclosure is intended to comply with the requirements of Item 402(v) of Regulation S-K applicable to “smaller reporting companies.” For additional information about our pay-for-performance philosophy and how we align executive compensation with Company performance, refer to the “Executive Compensation” section above.

  55. Required Tabular Disclosure of Pay Versus Performance

    Required Tabular Disclosure of Pay Versus Performance The following table sets forth information on the compensation of our Principal Executive Officer (“PEO”) and our other NEOs in comparison to certain performance metrics for the three years presented in the table. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (“CAP”) is required by the SEC’s rules and as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation decisions described in the “Executive Compensation” section above.

  56. Required Tabular Disclosure of Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return ($)(3) | Net Income ($ in thousands)(4) | | 2025 | 4,735,016 | 6,487,389 | 2,285,863 | 2,606,567 | 83.72 | (278,666) | | 2024 | 6,242,348 | 4,225,727 | 2,428,928 | 1,662,540 | 70.19 | (173,983) | | 2023 | 5,251,407 | 5,946,656 | 2,201,886 | 2,483,865 | 115.87 | (152,631) |

  57. Required Tabular Disclosure of Pay Versus Performance

    (1) Amounts in this column correspond to amounts of the Total column of the Summary Compensation Table for the applicable year. The PEO for each year reported is Troy E. Wilson, Ph.D., J.D., our President and CEO. The non-PEO NEOs for each year reported are as follows: • 2025: Brian Powl and Kathleen Ford • 2024 and 2023: Stephen Dale, M.D., Kathleen Ford, and Teresa Bair, J.D. Amounts reported in these columns represent the CAP to our PEO and the average amount of CAP to our non-PEO NEOs, computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the total compensation actually earned by or received by our PEO or non-PEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the total compensation as set forth in the Summary Compensation Table for each year to determine the CAP:

  58. Required Tabular Disclosure of Pay Versus Performance

    | Year | Executive(s) | Summary Compensation Table Total ($) | Less: Grant Date Fair Value of Awards reported in Summary Compensation Table ($) | Plus: Year-End Fair Value of Unvested Awards Granted in Year ($) | Plus: Fair Value of Awards Granted and Vested in Year ($) | Plus: Change in Fair Value of Unvested Awards Granted in Prior Years ($) | Plus: Change in Fair Value of Awards Granted in Prior Years that Vested in Year ($) | Compensation Actually Paid ($) | | 2025 | PEO | 4,735,016 | 3,297,250 | 2,955,859 | 613,350 | 44,999 | 1,435,415 | 6,487,389 | | | Non-PEO NEOs | 2,285,863 | 1,415,113 | 1,150,510 | 377,359 | 54,058 | 153,890 | 2,606,567 |

  59. Required Tabular Disclosure of Pay Versus Performance

    The table below contains ranges of assumptions used in the valuation of outstanding equity awards for the relevant fiscal year(s). The valuation assumptions and processes used to recalculate fair values did not materially differ from those disclosed at the time of grant. For more information on these assumptions and processes, please see Note 11 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and the footnotes to the Summary Compensation Table of this proxy statement.

  60. Required Tabular Disclosure of Pay Versus Performance

    | Stock Options | 2025 | | Expected term (in years) | 3.6 — 6.9 | | Strike price | $8.68 — $32.80 | | Volatility | 61.3% — 66.1% | | Dividend yield | — | | Risk-free interest rate | 3.5% — 4.6% |

  61. Required Tabular Disclosure of Pay Versus Performance

    (3) Total stockholder return (“TSR”) is determined based on the value of an initial fixed investment of $100 on December 31, 2022. Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s stock price at the end and the beginning of the measurement period by the Company’s stock price at the beginning of the measurement period. No dividends were paid in the applicable years. (4) The amounts reported represent net loss as reflected in the Company’s audited financial statements for the applicable year.

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

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures As required by Item 402(v) of Regulation S-K, we are providing the following graphs to illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, CAP for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. The following graph illustrates the relationship during 2023-2025 of the CAP for our PEO and other NEOs as calculated pursuant to SEC rules to our TSR. The following graph illustrates the relationship during 2023-2025 of the CAP for our PEO and other NEOs as calculated pursuant to SEC rules to our net loss. All information provided above under the “Item 402(v) Pay Versus Performance” heading will not be deemed to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent the Company specifically incorporates such information by reference.

  63. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION The following table summarizes the compensation awarded to, earned by or paid to each of our non-employee directors for the fiscal year ended December 31, 2025.

  64. NON-EMPLOYEE DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) (1)(2) | Total ($) | | Helen Collins, M.D. | 57,715 | 116,035 | 173,750 | | Faheem Hasnain | 90,215 | 116,035 | 206,250 | | Thomas Malley | 65,215 | 116,035 | 181,250 | | Diane Parks | 57,715 | 116,035 | 173,750 | | Carol Schafer | 70,215 | 116,035 | 186,250 | | Mary T. Szela | 70,215 | 116,035 | 186,250 | | Michael Vasconcelles, M.D. | 52,715 | 116,035 | 168,750 |

  65. NON-EMPLOYEE DIRECTOR COMPENSATION

    (1) In accordance with SEC rules, this column reflects the aggregate grant date fair value of the awards computed in accordance with ASC 718. Assumptions used in the calculation of these amounts are included in Note 11 to our financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not reflect the actual economic value that will be realized by our non-employee directors upon the vesting, exercise, or the sale of the shares of common stock underlying such awards. (2) As of December 31, 2025, the aggregate number of shares subject to outstanding options to purchase shares of our common stock held by our non-employee directors was as follows: 168,666 shares for Dr. Collins, 185,500 shares for Mr. Hasnain, 195,500 shares for Mr. Malley, 188,166 shares for Ms. Parks, 172,500 shares for Ms. Schafer, 200,083 shares for Ms. Szela, and 97,833 shares for Dr. Vasconcelles. None of our non-employee directors held other stock awards as of December 31, 2025. The Director Compensation Policy, which was most recently amended in December 2025, provides for both cash retainer fees and automatic, non-discretionary annual equity grants. Pursuant to the Director Compensation Policy, our non-employee directors receive the following compensation: • an annual cash retainer of $45,000; • an additional annual cash retainer of $27,500 for our Lead Independent Director; • an additional annual cash retainer of $10,000, $7,500, and $5,000 for service as a member of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an additional annual cash retainer of $10,000, $7,500 and $5,000 for service as chair of the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee, respectively; • an initial option grant to purchase 70,000 shares of our common stock (increased from 57,000 shares in December 2025) on the date of each new non-employee director’s appointment to our Board of Directors, vesting annually over a three-year period; and • an annual option grant to purchase 35,000 shares of our common stock (increased from 28,500 shares in December 2025) on the date of each of our annual stockholder meetings, vesting in full on the one-year anniversary of the date of grant (the foregoing grants to non-employee directors joining our Board of Directors other than at an annual stockholder meeting will be prorated for the number of months remaining until our next annual stockholder meeting). The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a non-employee director with respect to any Annual Period, including equity awards granted and cash fees paid by us to such non-employee director, will not exceed (i) $750,000 in total value or (ii) $1,000,000 in total value in the event such non-employee director is first appointed or elected to our Board of Directors during such Annual Period, in each case calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes (the “Compensation Limit”). We have the sole discretion to reduce any compensation payable to a non-employee director in order to comply with the Compensation Limit. Each of the initial and annual option grants described above will vest and become exercisable subject to the director’s continuous service to us, provided that each option will vest in full upon a change of control (as defined under our 2014 Plan). The term of each option will be ten years, subject to earlier termination as provided in the 2014 Plan, except that the post-termination exercise period will be for 12 months from the date of termination, if such termination is other than for cause or due to death or disability. The options will be granted under our 2014 Plan, the terms of which are described in more detail above under “Equity Compensation Plans—Amended and Restated 2014 Equity Incentive Plan.” Director’s fees are prorated to the date the director is appointed or elected. We have reimbursed and will continue to reimburse all of our non-employee directors for their travel, lodging and other reasonable expenses incurred in attending meetings of our Board of Directors, subject to our travel policy.