DEF 14A of Syndax Pharmaceuticals Inc, Apr 30, 2026

DEF 14A of Syndax Pharmaceuticals Inc

Filed Apr 30, 2026 · FY20250001193125-26-197859

Open on EDGAR

  1. TABLE OF CONTENTS

    | Outstanding Equity Awards at Fiscal Year-End | 46 | | Option Exercises and Stock-Vested | 48 | | Equity Plans | 48 | | Employment Agreements with Named Executive Officers | 49 | | Potential Payments Upon Termination or Change in Control | 50 | | Pay Ratio Disclosure | 52 | | Director Compensation | 53 | | Limitation on Liability and Indemnification | 54 | | Rule 10b5-1 Sales Plans | 54 | | PAY VERSUS PERFORMANCE | 55 | | Relationship Between PEO and Non-PEO NEO CAP, Company TSR and Peer Group TSR | 57 | | Relationship Between PEO and Non-PEO NEO CAP and Net Income | 57 | | Relationship Between PEO and Non-PEO NEO CAP and Stock Price | 57 | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 60 | | Policies and Procedures Regarding Transactions with Related Parties | 60 | | Certain Related-Party Transactions | 60 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 61 | | Security Ownership of Certain Beneficial Owners and Management | 61 | | Securities Authorized for Issuance Under Equity Compensation Plans | 63 | | OTHER INFORMATION FOR STOCKHOLDERS | 64 | | Stockholder Proposals for the 2027 Annual Meeting of Stockholders | 64 | | Householding of Proxy Materials | 64 | | Other Matters | 64 |

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  3. General

    General Our Board currently consists of seven directors. Our amended and restated certificate of incorporation (“Certificate of Incorporation”) provides for a classified Board consisting of three classes of directors. Currently, Class III consists of three directors and Classes I and II each consist of two directors. Each class serves a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election, or until the director’s death, resignation or removal. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board 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. There are currently no vacancies on the Board. There are two directors in Class I whose term of office expires in 2026. Upon the recommendation of the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), our Board has nominated Pierre Legault and Michael Metzger for election as directors at the Annual Meeting. The biographies below under “Information About Our Board” 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 believe that each nominee should continue to serve on the Board. Messrs. Legault and Metzger have previously been elected to the Board by our stockholders. If you elect the nominees, they will each hold office until the annual meeting of stockholders in 2029 and until each of their successors has been duly elected and qualified, or until the director’s death, resignation or removal. All nominees have consented to being named in this proxy statement and to serve if elected. If any nominee is unable or does not qualify to serve, you or your proxy may vote for another nominee proposed by the Board. If, for any reason, these nominees prove unable or unwilling to stand for election or cease to qualify to serve as directors, the Board will nominate alternates or reduce the size of the Board to eliminate the vacancies. The Board has no reason to believe that any of the nominees would prove unable to serve if elected. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee.

  4. General

    | | | Term | | Director | | Nominees | Age (1) | Expires | Position(s) Held | Since | | Pierre Legault | 65 | 2026 | Director | 2017 | | Michael A. Metzger | 55 | 2026 | Director | 2019 |

  5. General

    _____ (1) Ages as of April 30, 2026.

  6. Our Recommendation

    Our Recommendation

  7. THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR

    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR

  8. EACH OF THE DIRECTOR NOMINEES FOR CLASS I DIRECTOR

    EACH OF THE DIRECTOR NOMINEES FOR CLASS I DIRECTOR

  9. Information About Our Board of Directors

    Information About Our Board of Directors Set forth below are the names, ages and length of service of the remaining members of our Board whose terms continue beyond the Annual Meeting.

  10. Information About Our Board of Directors

    | | | Term | | Director | | Continuing Directors | Age (1) | Expires | Position(s) Held | Since | | Martin H. Huber, M.D. | 66 | 2027 | Director | 2021 | | Jennifer Jarrett | 55 | 2027 | Director | 2018 | | Keith A. Katkin | 54 | 2028 | Director | 2017 | | Dennis G. Podlesak | 68 | 2028 | Director | 2008 | | Aleksandra Rizo, M.D., Ph.D. | 51 | 2028 | Director | 2024 |

  11. Information About Our Board of Directors

    _____ (1) Ages as of April 30, 2026. The principal occupation, business experience and education of each nominee for election as director and each continuing and retiring director are set forth below. Unless otherwise indicated, principal occupations shown for each director have extended for five or more years.

  12. Nominees for Election

    Nominees for Election Pierre Legault is a Class I director who has served as a member of our Board since January 2017. Mr. Legault is serving as Chairman of Sitryx Therapeutics a private company. He was previously Chairman at Bicycle Therapeutics, Amolyt Pharma, Artios Pharma, NephroGenex and Poxel Pharma and was lead director at Urovant Sciences. In the past, he also served as board director at Armo Biosciences, Clementia, Tobira Therapeutics, NPS Pharma, Forest Laboratories, Regado Biosciences, Iroko Pharma, Cyclacel Pharma, Eckerd Pharmaceutical, and others. Pierre was president and CEO of several companies including Eckerd Pharmacy, Prosidion Pharma, Aventis Pharma-North America. He also served as CFO & Treasurer at OSI Pharma and CAO at Rite Aids Pharmacies. Between 1989 and 2005, he held various roles such as President, CEO and CFO at legacies company of the Sanofi group. Mr Legault hold various degrees including MBA, CPA, CA, BAA from Harvard Business School, McGill and HEC universities. We believe that Mr. Legault’s executive experience and his membership, including service as the chairman, on the board of directors of a number of biopharmaceutical companies qualify him to serve as a member of our Board. Michael A. Metzger is a Class I director who has served as our Chief Executive Officer since February 2022 and previously served as our President and Chief Operating Officer since May 2015 and has been a member of our Board since July 2019. Prior to joining us, Mr. Metzger was President and COO from December 2013 to October 2014 and President and Chief Executive Officer and a member of the board of directors of Regado Biosciences, Inc., a former publicly traded biotechnology company that merged with Tobira Therapeutics, Inc., from October 2014 to May 2015, where he oversaw the company’s successful merger with Tobira Therapeutics, Inc. in 2015. Previously, Mr. Metzger served as Executive Vice President and Chief Operating Officer at Mersana Therapeutics, Inc., a then privately held biopharmaceutical company developing novel immunoconjugate therapies for cancer, from March 2011 to November 2013, and in senior business development positions including leading mergers and acquisitions at Forest Laboratories, LLC, which was acquired by Allergan plc, a publicly traded company, from 2006 to February 2011. Prior to Forest, Mr. Metzger served as Vice President Corporate Development at Onconova Therapeutics, Inc. and was a Managing Director at MESA Partners, Inc., a venture capital firm. Mr. Metzger currently serves on the board of directors of Pyxis Oncology, a publicly traded biotechnology company. He previously served on the board of directors of CTI Biopharma Corp., a publicly traded biopharmaceutical company. Mr. Metzger received a B.A. from George Washington University and an M.B.A. in Finance from the New York University Stern School of Business. We believe that Mr. Metzger’s executive experience and his current and previous membership on the board of directors of other biotechnology companies qualify him to serve as a member of our Board.

  13. Continuing Directors

    Continuing Directors Martin H. Huber, M.D. is a Class II director who has served as a member of our Board since September 2021. From September 2023 through its January 2026 acquisition by Day One Biopharmaceuticals, Dr. Huber served as President and Chief Executive Officer and as a member of the board of directors of Mersana Therapeutics, Inc. Previously, he served as the President of R&D, and prior to that as Chief Medical Officer, of Xilio Therapeutics, Inc. from April 2020 to September 2023. Prior to joining Xilio in April 2020, Dr. Huber served as Senior Vice President, Chief Medical Officer at TESARO, Inc. from September 2015 until its January 2019 acquisition by GlaxoSmithKline plc, and once acquired, as Senior Vice President, Clinical, until April 2020. Prior to TESARO, Dr. Huber served as Vice President, Oncology Clinical Research at Merck Research Laboratories from 2012 to 2015. Prior to Merck, he served in roles of increasing responsibility at Schering-Plough, Hoffmann-La Roche and Rhone-Poulenc Rorer, where he led teams in the areas of oncology clinical development, drug safety and pharmacovigilance. He was previously an Assistant Professor of Oncology at the University of Texas M.D. Anderson Cancer Center. Dr. Huber earned his M.D. from Baylor College of Medicine. We believe that Dr. Huber’s extensive experience and leadership, including in serving as head of research and development and as a chief medical officer in the biopharmaceutical industry, qualify him to serve as a member of our Board. Jennifer Jarrett is a Class II director who has served as a member of our Board since September 2018. Since March 2026, Ms. Jarrett has served as President and Chief Executive Officer of Damora Therapeutics, Inc. From October 2020 through March 2026, she served as Chief Operating Officer of Arcus Biosciences. From February 2019 through September 2020, Ms. Jarrett served as Vice President of Corporate Development and Capital Markets of Uber Technologies. From June 2018 to January 2019 served as Arcus Bioscience’s Chief Operating Officer and Chief Financial Officer and as its Chief Business Officer and Chief Financial Officer from March 2017 to June 2018. From April 2016 to September 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, a commercial biopharmaceutical company, which was acquired by Pfizer. Before Medivation, Ms. Jarrett spent 20 years in investment banking, most recently at Citigroup where she ran the firm’s west coast life sciences investment banking practice, and prior to that at Credit Suisse and Donaldson, Lufkin & Jenrette. Ms. Jarrett currently serves on the board of directors of Damora, Sagimet Biosciences and Zura Bio, each of which is a publicly traded company, and previously served on the board of directors of each of Arcus Biosciences, Arena Pharmaceuticals and Audentes Therapeutics. Ms. Jarrett received a B.A. in Economics from Dartmouth College and her M.B.A. from the Stanford Graduate School of Business. We believe that Ms. Jarrett’s extensive experience and leadership, including in investment banking and in serving as a chief financial officer and chief business officer in the biopharmaceutical industry, qualify her to serve as a member of our Board. Keith A. Katkin is a Class III director who has served as a member of our Board since March 2017. From September 2017 through March 2020, Mr. Katkin served as the Chief Executive Officer and a member of the board of directors of Urovant Sciences Ltd., a publicly traded biopharmaceutical company. From March 2007 through January 2016, he was President and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, where he led the execution of the company’s sale to Otsuka Pharmaceutical Co., Ltd. in 2015. Mr. Katkin joined Avanir in July 2005 as the Senior Vice President of Sales and Marketing and a member of Avanir’s executive management team. While at Avanir, Mr. Katkin was responsible for creating and executing the plan that led to the approval of Nuedexta and the company’s growth to commercial success. Prior to joining Avanir, Mr. Katkin served as the Vice President, Commercial Development for Peninsula Pharmaceuticals, Inc., a privately held biopharmaceutical company, playing a key role in the concurrent initial public offering and ultimate sale of the company to Johnson and Johnson. Additionally, Mr. Katkin’s employment experience includes leadership roles at InterMune, Amgen and Abbott Laboratories. Mr. Katkin currently serves as a director at Eledon Pharmaceuticals, Inc. (Chairman), and Emergent BioSolutions, Inc., each of which is a publicly traded company. Mr. Katkin has an M.B.A. from the Anderson School at UCLA and earned a B.S. in Business and Accounting from Indiana University. Mr. Katkin is also a licensed Certified Public Accountant. We believe that Mr. Katkin’s executive experience and his membership on the board of directors of several biotechnology companies qualify him to serve as a member of our Board. Dennis G. Podlesak is a Class III director who has served as chairman of our Board since December 2008. Mr. Podlesak is the Chairman and Chief Executive Officer of Transposon Therapeutics, the Chief Executive Officer and Managing Partner of Canaan Partners’ Axcelius LLC, and is an Advisory Partner of Domain Associates, LLC which he joined in November 2007, both of which are life science-focused venture capital firms. Mr. Podlesak previously served as the Chairman of the board of directors of Tobira Therapeutics, a publicly traded biopharmaceutical company that was acquired by Allergan plc. Mr. Podlesak also served on the board of directors of Avanir Pharmaceuticals, a publicly traded biopharmaceutical company, through its acquisition by Otsuka Pharmaceuticals, and was a founding board member of Rightcare Solutions, which was acquired by Cardinal Health. Mr. Podlesak was also the founder and the Chief Executive Officer of Calixa Therapeutics, Inc., a privately held biopharmaceutical company that was acquired by Cubist Pharmaceuticals, and Mr. Podlesak was the Executive Chairman of Corthera, Inc., a privately held biopharmaceutical company which was acquired by Novartis AG. Earlier in his career, Mr. Podlesak served as the Founder and Chief Executive Officer of Cerexa, Inc., a privately held biotechnology company, which became a wholly owned subsidiary of Forest Laboratories, Inc. after being acquired by Forest. Prior to Cerexa, Mr. Podlesak served as the Chief Executive Officer of Peninsula Pharmaceuticals Inc., a privately held pharmaceutical company, and led the sale of Peninsula to Johnson & Johnson’s Ortho-McNeil Pharmaceutical subsidiary. Prior to joining Peninsula, Mr. Podlesak held various executive management positions at Novartis AG, a publicly traded healthcare company, Allergan, plc, a publicly traded healthcare company and Smith Kline Beecham (now GlaxoSmithKline plc, a publicly traded pharmaceutical company). Mr. Podlesak received a B.A. and an M.B.A. from Pepperdine University, and has completed postgraduate studies at the Wharton School, University of Pennsylvania. We believe that Mr. Podlesak’s experience in the venture capital industry, his experience as the Chief Executive Officer and Chairman of other successful companies in the biotechnology industry, his over twenty years of strategic, operational and commercial experience in the pharmaceutical industry, and his service as a director of other publicly traded and privately held life science companies give him the qualifications, skills and financial expertise to serve as a member of our Board.

  14. Continuing Directors

    Aleksandra Rizo, M.D., Ph.D. is a Class III director who has served as a member of our Board since May 2024. Dr. Rizo currently serves as President and Chief Executive Officer as well as a member of the board of directors of Vividion Therapeutics where she joined in 2023 as President, Head of Research and Development. Previously, she served as Executive Vice President and Chief Medical Officer of Geron Corporation from 2019 to 2022. Prior to joining Geron, Dr. Rizo was Strategy and Clinical Lead at Celgene Corporation from 2018 to 2019. From 2008 to 2018, Dr. Rizo served in a number of oncology drug development functions with increasing responsibilities at Janssen Research and Development, LLC, including Senior Director, Compound Development Team Leader for the myeloid portfolio, Senior Director, Global Clinical Leader. Dr. Rizo earned an M.D. degree from the University Ss Cyril and Methodius, Skopje, Macedonia, where she also completed a residency in internal medicine/hematology. Dr. Rizo obtained her Ph.D. degrees in Stem Cell Biology from the University of Groningen in the Netherlands, and the University of Tokyo in Japan. We believe that Dr. Rizo’s extensive experience and leadership, including in serving as head of research and development and as a chief medical officer in the biopharmaceutical industry, qualify her to serve as a member of our Board.

  15. Pay Program Overview

    Pay Program Overview The primary elements of our executive compensation program for 2025 were base salary, annual performance-based cash compensation, and long-term equity incentives. The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries may be adjusted based on numerous factors, including a change in an executive officer’s responsibilities, demonstrated performance or relevant market data. The annual performance-based cash compensation program is intended to motivate and reward our executives for the achievement of certain short-term goals of the Company. Our annual incentives for 2025 were based on performance relative to the Company’s 2025 operating and organizational goals. Long-term equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Historically, we have used stock option grants, restricted stock unit awards and performance-based equity awards, because we believe that each is an effective means by which to align the long-term interests of our executive officers with those of our stockholders.

  16. Compensation Program Governance

    | | | What We Do | | ☑ | Pay for Performance | The majority of total executive compensation is variable and at-risk. | | ☑ | Balance Short- and Long-Term Incentives | The allocation of incentives among the annual incentive plan and the long-term incentive plan does not over-emphasize short-term performance at the expense of achieving long-term goals. | | ☑ | Combination of Balanced Performance Metrics | We use a diverse set of milestone performance metrics in our annual incentive plan to ensure that no single measure affects compensation disproportionately. | | ☑ | Independent Compensation Consultant | Our Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making. | | ☑ | Peer Data | We develop a peer group of companies based on industry, development stage, market capitalization, R&D expense and employee headcount to reference for compensation decisions. | | ☑ | Cap Bonus Payments; Fixed Equity Grants | Our annual incentive plan has an upper limit on the amount of cash that may be earned. We grant a fixed number of options and RSUs. We grant PRSUs with an upper limit on the number that may be earned. | | ☑ | Clawback Policy | We adopted a clawback policy to allow us to recover incentive compensation from our executive officers, on a non-fault basis, in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements. | | ☑ | Double Trigger Change-in-Control Provisions | If there is a change in control, outstanding time-based equity awards will vest only if there is both a change-in-control and termination of employment (a “double trigger”). A change-in-control alone will not trigger vesting. | | | | What We Don’t Do | | ☒ | No Hedging or Pledging of Company Securities | We prohibit officers and non-employee directors from engaging in hedging, pledging or short-sale transactions in Company securities. | | ☒ | No Perks | We do not provide perquisites to executive officers. | | ☒ | No Excise Tax Gross-ups | We do not provide excise tax gross-ups. | | ☒ | No Stock Options Below Fair Market Value | We do not grant stock options below fair market value. |

  17. Say-on-Pay Results & Stockholder Outreach

    Say-on-Pay Results & Stockholder Outreach As part of the Compensation Committee’s annual review of our executive compensation program, the committee considers the outcome of the annual non-binding advisory vote of stockholders, commonly known as the “say-on-pay” vote, on the compensation of our NEOs. At the Company’s Annual Meeting in May 2025, approximately 95% of shares that were voted, excluding broker non-votes and abstaining votes, were cast in favor of the compensation of the Company’s NEOs in 2024. Even with this strong outcome, the Compensation Committee determined to use stockholder engagement as an additional way to understand our stockholders’ perspectives on our executive compensation program and hear feedback directly from them. We engage in regular outreach with our stockholders throughout each year. As part of these stockholder engagement efforts, in 2025 and early 2026, we held discussions with stockholders representing approximately 62% of our outstanding common stock. During the course of the conversations we held with stockholders in 2025 and early 2026, either in response to an inquiry from us or otherwise, no stockholders offered any feedback on, or expressed any issues with, our executive compensation practices. Nevertheless, as the Company has continued to evolve and mature, the Compensation Committee has correspondingly sought to evolve the executive compensation program as appropriate for a company of Syndax’s stage of development and size. In particular, based on past feedback of, and awareness of the preferences of, stockholders, the Compensation Committee has been growing the performance nature of long-term incentive equity grants by utilizing grants of performance based restricted stock units (“PRSUs”) to all of our named executive officers since 2024, which grants were disclosed in filings. Please see “Elements of our Executive Compensation Program-Equity-Based Incentive Awards” below. The Compensation Committee continued its practice of issuing PRSUs to all of our named executive officers in 2026. We value the opinions of our stockholders and our Compensation Committee and Board will continue to consider stockholder input and monitor our executive compensation program to ensure it aligns the interests of our named executive officers with the interests of our stockholders and adequately addresses any stockholder concerns that may be expressed in future votes or in engagement meetings. Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding advisory vote on the frequency of future “say-on-pay” votes conducted at our 2025 annual meeting of stockholders, our stockholders will continue to have an opportunity annually to cast a non-binding advisory vote in connection with the compensation of our named executive officers.

  18. Role of the Compensation Consultant

    Role of the Compensation Consultant The Compensation Committee recognizes that there is a value in procuring independent, objective expertise in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors to assist it with carrying out its duties and responsibilities. The Compensation Committee has engaged the services of an independent compensation consultant, Aon, to assist it in connection with making executive compensation decisions. The Compensation Committee has the authority, under its charter, to retain, terminate and set the terms of the Company’s relationship with Aon or any other outside advisors that assist the Compensation Committee in carrying out its responsibilities. The Compensation Committee has worked with Aon to develop a peer group, to provide a competitive market analysis of the base salary, annual performance-based cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, and to review other market practices and trends. The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules to determine whether Aon is independent and that no conflict of interest exists that would prevent Aon from serving as an independent advisor to the Compensation Committee. The Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards, concluded that the engagement of Aon does not raise any conflict of interest and that Aon is independent. While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

  19. Consideration of Comparative Market Data

    Consideration of Comparative Market Data Relevant market data provide a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company. With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices. The Compensation Committee reviews and approves the peer group companies that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of revenue and market capitalization. 2025 Executive Compensation Peer Group In September 2024, the Compensation Committee determined that our peer group for purposes of determining the compensation of our NEOs in fiscal year 2025 would consist of commercial stage public biopharmaceutical companies, with a preference toward companies focused on oncology. In general, the selection criteria consisted of companies with market capitalizations between $500 million and $7.5 billion, fewer than 850 employees, and more than $50 million in research and development expenses. Below is a list of the 22 companies that the Compensation Committee identified as our peer group for fiscal year 2025:

  20. Consideration of Comparative Market Data

    | Agios Pharmaceuticals, Inc. (AGIO) | Deciphera Pharmaceuticals (DCPH) | Madrigal Pharmaceuticals, Inc. (MDGL) | | Amicus Therapeutics (FOLD) | Exelixis, Inc. (EXEL) | Mirum Pharmaceuticals, Inc. (MIRM) | | Apellis Pharmaceuticals, Inc. (APLS) | Geron Corporation (GERN) | Rhythm Pharmaceuticals, Inc. (RYTM) | | Arcus Biosciences, Inc. (RCUS) | Halozyme Therapeutics, Inc. (HALO) | SpringWorks Therapeutics, Inc. (SWTX) | | Bicycle Therapeutics plc (BCYC) | ImmunityBio, Inc. (IBRX) | Tarsus Pharmaceuticals, Inc. (TARS) | | Blueprint Medicines Corporation (BPMC) | Iovance Biotherapeutics, Inc. (IOVA) | TG Therapeutics, Inc. (TGTX) | | Catalyst Pharmaceuticals, Inc. (CPRX) | Lexicon Pharmaceuticals, Inc. (LXRX) | Vericel Corporation (VCEL) | | Day One Biopharmaceuticals (DAWN) | | |

  21. Consideration of Comparative Market Data

    The Compensation Committee focused on selecting companies that in whole had similar attributes as the Company, while the companies may differ across some of the attributes. In determining companies to remove from the prior year’s peer group, the Compensation Committee determined to remove companies that were either acquired before filing their annual proxy statement or that were at an earlier stage of development than the Company. To maintain a similar number of companies in the peer group, the Compensation Committee added Apellis Pharmaceuticals, Bicycle Therapeutics, Catalyst Pharmaceuticals, ImmunityBio, Iovance Biotherapeutics, Lexicon Pharmaceuticals, Madrigal Pharmaceuticals, Mirum Pharmaceuticals, Rhythm Pharmaceuticals and Tarsus Pharmaceuticals, all of which are commercial stage companies. The Compensation Committee evaluates the peer group for suitability at least annually and modifies the peer group as needed. Our Compensation Committee utilizes the compensation of executive officers of the companies in this peer group data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions. In addition to the Compensation Committee-approved peer group, the Compensation Committee also considers compensation survey data reflecting broader, size-appropriate comparisons in the biotechnology industry. We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2025. Compensation Positioning For fiscal year 2025, the Compensation Committee and Board sought to competitively position our executive pay programs, in the aggregate, with variances by executive. However, the amount of compensation delivered for target total cash compensation and long-term incentives are based on performance, and therefore the amount of compensation actually earned may be different – either higher or lower – than the targeted amount. In addition, the individual pay levels may vary based on the experience of each executive officer, including the scope of the officer’s position and performance, as well as internal equity and other factors.

  22. Base Salary

    Base Salary We provide our NEOs with base salaries to compensate them for their day-to-day responsibilities. Generally, the initial base salaries of our executive officers are established through arm’s-length negotiation at the time the individual executive officer is hired, taking into account the executive’s qualifications, experience and comparable market data. Thereafter, the Compensation Committee, in consultation with our CEO and in consideration of the market data that Aon provides, reviews and recommends to the Board adjustments, as necessary or appropriate, to the base salaries of our executive officers on an annual basis. Consistent with such practice, the Compensation Committee recommended, and the Board approved, base salaries of the NEOs for 2025 that were within a range that is competitive with salaries paid to executives at companies in our peer group. None of our NEOs is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. In establishing base salaries, the Compensation Committee exercises its judgment and discretion and considers several factors, including the performance of the individual executive officer, the officer’s potential to contribute to our long-term strategic goals, the officer’s role and scope of responsibilities within our Company, individual experience and skills, the officer’s compensation as compared to similarly situated executives at comparable companies in our peer group, competitive market dynamics for the position and the input of our CEO. No specific formula is applied to determine the weight of each criterion. Annual base salaries for our NEOs for the positions they held as of December 31, 2025, as compared with the compensation for the positions held with us as of December 31, 2024, were as follows:

  23. Annual Performance-Based Cash Compensation Program

    Annual Performance-Based Cash Compensation Program The annual incentive plan for executive officers is a cash-based plan that rewards NEOs for the achievement of key short-term objectives. The structure of the annual cash plan incentivizes NEOs to achieve annual financial and operational results that the Compensation Committee views as critical to the execution of our business strategy. Target Opportunities. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. The target cash incentive opportunity for a newly hired NEO is typically prorated based on the salary earned during the year of hire unless otherwise negotiated as part of the new hire package or the Compensation Committee later determines not to prorate the NEO’s incentive payment. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary and the proportion of total direct compensation represented by the annual incentive.

  24. Annual Performance-Based Cash Compensation Program

    | NEO | 2025 Target Annual Incentive Plan Opportunity as a % of Base Salary | | Michael A. Metzger | 75% | | Keith A. Goldan | 45% | | Luke J. Albrecht | 45% | | Nick Botwood, M.B.B.S. | 45% | | Steve Closter | 45% |

  25. Annual Performance-Based Cash Compensation Program

    Allocation of Annual Incentive Opportunity Between Corporate and Individual Performance. The total annual incentive opportunity for each NEO is allocated between corporate performance and individual performance as follows:

  26. Annual Performance-Based Cash Compensation Program

    | NEO | Corporate Performance | Individual Performance | | Michael A. Metzger | 100% | — | | Keith A. Goldan | 75% | 25% | | Luke J. Albrecht | 100% | — | | Nick Botwood, M.B.B.S. | 75% | 25% | | Steve Closter | 75% | 25% |

  27. Annual Performance-Based Cash Compensation Program

    Corporate Performance Measures. To establish the corporate goals for the year, the Compensation Committee, with the input of the executive leadership team, considered our results for 2024, the business objectives and plans for 2025, and the related risks associated with those plans. Based on this information, the Compensation Committee established the performance-based metrics and targets for the annual incentive plan at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities. In doing so, the Compensation Committee placed a larger weighting on objectives related to the Company’s menin inhibitor program. Unlike the Company’s axatilimab program, the Company does not have an external collaboration partner for the menin inhibitor program. Therefore, the Company’s achievement of these performance measures are solely dependent on the Company’s activities. The amount of the corporate performance payout, if any, under the annual incentive plan is based on achievement against corporate performance measures as follows: • research and development milestones related to revumenib as well as Revuforj commercial milestones (62.5%); • research and development milestones related to axatilimab as well as Niktimvo commercial milestones (22.5%); and • organizational development milestones to support growth (15%). For each identified research, commercial or organizational development milestone, the Compensation Committee set applicable performance levels as follows: • the performance that would meet the minimum threshold level; • the target performance necessary to meet the objective; and • the performance that would exceed the objective. The Compensation Committee established three payout tiers based on performance level. For performance meeting the minimum threshold, the payout is set at 50% of the target incentive amount. For performance meeting the target objective, the payout is set at 100% of the target incentive amount. For performance exceeding the target objective, the maximum payout is capped at 200% of the target incentive amount for commercial objectives relating to Revuforj and Niktimvo, and at 150% of the target incentive amount for all other non-commercial objectives. Individual Performance. For the NEOs who have a portion of their annual incentive tied to individual performance, the NEOs’ 2025 individual measures target allocation and performance with respect thereto are set forth below, with maximum individual performance capped at 200%:

  28. Annual Performance-Based Cash Compensation Program

    | NEO | Individual Goals | Individual Achievement | Weighted Achievement | | Keith A. Goldan | 25% | 110% | 27.5% | | Nick Botwood, M.B.B.S. | 25% | 150%(1) | 37.5% | | Steve Closter | 25% | 150% | 37.5% |

  29. Annual Performance-Based Cash Compensation Program

    Dr. Botwood’s hire date was May 12, 2025 and, due to his strong individual performance, the Board determined not to pro rate his annual cash incentive award. With respect to Mr. Goldan, key performance highlights included leading our finance operations to scale commercially and improve operationally, managing our P&L and SEC reporting obligations with improved efficiency, strategic leadership of our investor relations team and increasing investor engagement with key accounts, and continuing to strengthen the capabilities and infrastructure of our information technology team. With respect to Dr. Botwood, key performance highlights included serving as a key member of our investor relations team, reorganizing key R&D functions and bringing key talent into the organization, leading R&D efforts for the Revuforj Supplemental NDA (“sNDA”) approval, and leadership of key front line trial design and initiation. With respect to Mr. Closter, key performance highlights included his leadership of the Revuforj and Niktimvo commercial launches with first year performance surpassing all analogs, successful execution of Revuforj’s 2025 brand plan, helping to drive payor coverage and rapid delivery time of products to patients, and his external contributions engaging with investors and key stakeholders. Payout Levels. The Compensation Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance relative to the objectives. If achievement is below the target level of performance, but above a base threshold, the Compensation Committee set the payout at 50% in order to motivate performance and underscore the importance of achieving, or closely approaching, the objectives at this critical time in our development. If we achieve the objective, the Compensation Committee will authorize a payout of up to 100% of the portion of the overall opportunity allocated to that element; if we exceed the objective, the Compensation Committee may, in its discretion, authorize a higher payout for that objective, but the payout will not exceed 200% of the target for objectives relating to Revuforj and Niktimvo commercial performance and 150% of the target for non-commercial objectives. In February 2026, the Compensation Committee met to consider how we had performed against the pre-established corporate performance goals. While the Compensation Committee considered management’s views regarding their 2025 achievements, the Compensation Committee made an independent determination regarding the corporate performance, and established that the 2025 corporate performance was 150%, based on the overachievement of our goals related to our: • menin inhibitor program, including (i) Revuforj’s exceeding internal commercial revenue projections for fiscal year 2025; (ii) approval of the Revuforj sNDA prior to the PDUFA date; and (iii) meeting internal site initiation objectives in key clinical trials prior to year-end; • axatilimab program, including (i) Niktimvo’s exceeding internal commercial revenue projections for fiscal year 2025; and (ii) enrollment progress in the ongoing MAXPIRe trial in idiopathic pulmonary fibrosis; and • maintaining operating cash usage within the Board’s established budget. The Compensation Committee recommended its determination regarding the 2025 corporation performance to the Board for approval, prior to approving the compensation implications for each of the executive officers. The Compensation Committee then considered the achievement of pre-established individual goals described above of the three NEOs who have a portion of their annual cash incentive for 2025 determined by individual performance. The Compensation Committee determined that Mr. Closter achieved 150% of his individual objectives, Mr. Goldan achieved 110% of his individual objectives and Dr. Botwood achieved 150% of his individual objectives on an unprorated basis. Having determined the 2025 corporate and individual performance levels for each NEO, the Compensation Committee then translated those performance levels to a payout level based on the payout curve described above. The dollar amount of the annual incentive award targets and payout ranges for 2025, as well as the actual annual incentive award payouts that the Board approved for each of the NEOs for 2025, are:

  30. Annual Performance-Based Cash Compensation Program

    | NEO | Target Incentive Amount | Corporate Performance Measures: % of Target Incentive | Final Corporate Performance | Corporate Performance Measures: Payout Amount | Individual Performance Measures: % of Target Incentive | Individual Performance Measures: Payout Amount | Total 2025 Annual Incentive Payout Amount | | Michael A. Metzger | $565,725 | 100% | 150.0% | $848,588 | — | — | $848,588 | | Keith A. Goldan | $232,605 | 75% | 150.0% | $261,681 | 110% | $63,967 | $325,648 | | Luke J. Albrecht | $223,605 | 100% | 150.0% | $335,408 | — | — | $335,408 | | Nick Botwood, M.B.B.S. (1) | $243,000 | 75% | 150.0% | $273,375 | 100% | $60,750 | $334,125 | | Steve Closter | $218,385 | 75% | 150.0% | $245,683 | 150% | $81,894 | $327,578 |

  31. Annual Performance-Based Cash Compensation Program

    (1) As noted above, on an unprorated basis, Dr. Botwood’s individual performance was 150%.

  32. Equity-Based Incentive Awards

    Equity-Based Incentive Awards The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders. We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term. Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and Board and are generally made upon commencement of employment, promotion or annually during the first quarter of each year based upon performance during the prior year. We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees. Equity Vehicles The Compensation Committee has structured the mix of equity vehicles and the relative weight assigned to each type to motivate performance against long-term targets and stock price appreciation over the long term and to encourage ownership and retention while aligning executive officers’ interests with those of our shareholders. Stockholder feedback has been a key driver of the evolution of our compensation structure. Beginning in 2024, the Compensation Committee, with the assistance of its independent compensation consultant, began increasing the performance nature of long-term incentive equity grants by introducing grants of PRSUs to all members of our executive team, including all of our NEOs. The Compensation Committee continued to include PRSUs as part of the long-term incentive equity grants to the NEOs in 2025. The PRSUs have a performance aspect that aligns the interests of the NEOs with the core long-term interest of stockholders, which is to increase the value of the enterprise, by incentivizing achievement relative to key performance goals of the Company. The performance-based metric, in conjunction with the proportion of total compensation that was variable and at-risk, further enhances the link between pay and performance for the NEOs, as well as strengthens the alignment of the interests of the executive officers with those of our stockholders. The actual number of PRSUs earned will be based on the Company’s performance relative to target. Historically, we have used stock option grants as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our stockholders. Consistent with what we believe to be the prevailing market practice for companies in our industry at our stage of development, we have used stock options to motivate stock price appreciation over the long term because they deliver value only if the stock price increases. Stock options are inherently performance-based, requiring stock price appreciation before there is any value earned, and are therefore a direct and straightforward means of incentivizing NEOs. The use of stock options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation. Beginning in 2024, we also began company-wide grants of restricted stock units (“RSUs”), which we had historically issued as special incentive awards, such as in connection with a new hire, or in connection with the completion of a project or research milestone. The RSUs are complementary to the PRSUs and the stock options because they have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company. Annual Grants In determining the number of stock options, RSUs or PRSUs to be granted to an NEO, the Compensation Committee takes into account equally both the range of long-term incentive award values granted to executive officers at the companies in the peer group and the range of grant size as a percent of the company in the peer group in determining the appropriate number of options for an NEO. The 2025 PRSUs have three distinct performance metrics related to (i) revenue from Revuforj in fiscal year 2025; (ii) Revuforj’s sNDA filing; and (iii) the Company’s three-year total shareholder return (“TSR”) as measured against the Nasdaq Biotechnology Index components’ TSRs over the same period. Each of these measures bears equal one-third weighting such that a recipient may receive anywhere between the full award and none of the award based on the Company’s performance against each of the three performance objectives. The Compensation Committee believes that it set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. In 2025, the Company achieved the first two performance metrics by (i) achieving 2025 full-year net revenue of Revuforj exceeding $75 million and (ii) receiving approval of the mNPM1 sNDA from the United States Food and Drug Administration before year-end 2025. Vesting of the awards remains, in each case, subject to the recipient’s continuous service through the February 2028 vesting date. The exercise price of all stock options granted to NEOs is equal to the closing price of our stock on the date of the grant, and all of our stock options granted in 2025 have a ten-year term until expiration. In connection with our annual grant process, on February 5, 2025, our Compensation Committee recommended, and our Board approved, grants to each of Messrs. Metzger, Albrecht, Closter and Goldan of PRSUs, RSUs and options to purchase shares of our common stock. Each stock option vests in equal monthly installments on the last day of each month over a four-year period, subject to the executive’s continuous service to us through each vesting date. The RSUs vest in equal one third tranches annually over three years from the grant date. The February 2025 grants made by the Compensation Committee are shown in the following table:

  33. Equity-Based Incentive Awards

    | NEO | PRSUs (#) | RSUs | Time-Based Stock Options (#) | | Michael A. Metzger | 89,000 | 60,500 | 364,000 | | Keith A. Goldan | 23,400 | 18,500 | 110,500 | | Luke J. Albrecht | 23,400 | 16,500 | 100,000 | | Steve Closter | 23,400 | 13,500 | 85,000 |

  34. Equity-Based Incentive Awards

    In February 2024, each then NEO received a PRSU grant with a performance metric related to revenue from Revuforj meeting or exceeding $45M in the first twelve months of commercial sales. One third of each award vests upon the achievement of that goal, and the remainder vest in equal one third tranches on the first and second anniversary of the goal achievement, respectively, in each case subject to continuous service through each vesting date. The Compensation Committee reviewed and determined the achievement of that performance metric in May 2025 and the first one third of each award vested on May 31, 2025. We expect to continue to evaluate our equity compensation strategy across the organization to manage our equity utilization during 2026 and beyond. In 2026, the Compensation Committee again granted PRSUs with TSR, commercial as well as research and development-related metrics to each of the NEOs. Compensation Related to Leadership Transition The Compensation Committee has also granted equity-based incentives in connection with the hire of new executives, either in the form of stock options, RSUs or both. In connection with Dr. Botwood’s hire as our Head of Research and Development and Chief Medical Officer in May 2025, he was awarded 215,000 stock options. The Compensation Committee determined that this grant would promote immediate alignment between his interests and those of our stockholders and encourage his long-term service and performance. One-quarter of the options vest on the first anniversary of the grant date, and the remainder vest in equal monthly installments on the last day of each month over a three-year period thereafter, subject to Dr. Botwood’s continuous service through each vesting date. Additionally, Dr. Botwood was awarded a grant of 23,400 PRSUs, one-third of which vests upon the achievement of each one of three specified performance goals, which are identical to the goals for the PRSUs that members of the Company’s executive team received in February 2025. Please see “Compensation Discussion and Analysis—Equity-Based Incentive Awards.”

  35. Severance Arrangements

    Severance Arrangements We have entered into employment agreements with all of our NEOs that provide for at-will employment without any specific term. Each of the agreements sets forth the NEO’s severance benefits payable upon a qualifying termination of employment or change in control of our Company. The “Potential Payments Upon Termination or Change in Control” section located in the “Executive Officer and Director Compensation” section below describes and quantifies the severance and other benefits potentially payable to the NEOs in further detail. We offer severance benefits because we compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to their officers. These severance benefits may consist of a payment equal to a specified number of months of base salary continuation, payment of premiums for continued health insurance coverage for a specified period of time, an amount determined by reference to the executive’s annual performance-based cash incentive and accelerated vesting of equity or an extension of time in which to exercise stock options. We provide severance benefits outside of the change in control context if our NEOs’ employment is terminated without cause, or if the executive terminates employment for good reason, as each of those terms are defined in the employment agreements, subject to the executive officer’s execution of an effective release of claims. The Company believes that it is appropriate to provide severance in this instance to bridge executives to new employment, particularly in view of the Developments, Non-Disclosure and Non-Solicitation agreements that our executives have signed with the Company. We provide enhanced severance benefits in the change in control context because we believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. The Company believes it serves the best interest of the Company and its stockholders to have executives focus on the business merits of mergers and acquisitions without undue concern for their personal financial outcome. As such, we provide severance protections in connection with a change in control, subject to each executive officer’s execution of an effective release of claims, to help ensure that executive officers can objectively evaluate change in control transactions that may be in the best interest of our stockholders, despite the potential negative consequences such transactions may have on them personally. We believe that the severance benefits provided to our executive officers under their Employment Agreements are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections.

  36. Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information

    Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information From time to time, we grant equity awards to our employees, including our NEOs. Historically, we have granted new-hire option awards on the first day of the month following a new hire’s employment start date. We have also historically granted annual refresh employee and executive equity awards in February of each fiscal year at the first regularly scheduled meeting of the Compensation Committee or the Board, respectively. Non-employee directors receive an initial grant of stock option awards at the time of appointment to our Board and thereafter receive deferred settlement restricted stock units granted at the same time as the annual refresh grants, respectively, pursuant to the Non-Employee Director Compensation Policy, as further described under the heading, “Director Compensation—Cash and Equity Compensation” below. We do not otherwise maintain any written policies on the timing of equity awards. The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about the Company when determining the timing of equity awards and does not seek to time the award of equity grants in relation to the Company’s public disclosure of MNPI. Because the Compensation Committee has a practice of generally granting stock options on the first day of the month and annually at its first meeting of each new year, the Compensation Committee generally does not take MNPI into account when determining the timing of awards and it does not seek to time the award of equity grants in relation to our public disclosure of MNPI. We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

  37. EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

    EXECUTIVE OFFICER AND DIRECTOR COMPENSATION

  38. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation awarded to or earned by our NEOs during the fiscal years indicated.

  39. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Michael A. Metzger | 2025 | $754,300 | $2,021,965 | $3,454,360 | $848,588 | $10,000 | $7,089,213 | | Chief Executive Officer | 2024 | 715,000 | 3,258,450 | 3,208,211 | 515,515 | 10,000 | 7,707,176 | | | 2023 | 678,400 | — | 8,023,803 | 417,216 | 8,000 | 9,127,419 | | Keith A. Goldan | 2025 | 516,900 | 569,609 | 1,048,645 | 325,648 | 10,000 | 2,470,802 | | Chief Financial Officer | 2024 | 497,000 | 1,040,476 | 1,047,416 | 229,241 | 10,000 | 2,824,133 | | | 2023 | 470,300 | — | 2,151,384 | 196,350 | 8,000 | 2,826,034 | | Luke J. Albrecht | 2025 | 496,900 | 540,309 | 949,000 | 335,408 | 10,000 | 2,331,617 | | General Counsel and Secretary | 2024 | 471,000 | 868,920 | 897,280 | 222,548 | 10,000 | 2,469,748 | | | 2023 | 442,099 | — | 1,957,815 | 181,261 | 8,000 | 2,589,175 | | Nick Botwood, M.B.B.S. (5) | 2025 | 345,682 | 285,792 | 1,913,500 | 334,125 | — | 2,879,099 | | Head of Research & Development, Chief Medical Officer | | | | | | | | | Steve Closter (6) | 2025 | 485,300 | 496,359 | 806,650 | 327,578 | 10,000 | 2,125,887 | | Chief Commercial Officer | 2024 | 364,167 | 745,280 | 2,222,927 | 214,763 | 10,000 | 3,557,137 |

  40. Summary Compensation Table

    ___________ (1) The amounts reported in these columns represent the aggregate grant date fair value of equity awards granted to our NEOs, in each case as computed in accordance with ASC 718. The assumptions used in calculating the grant date fair value of the equity awards reported in these columns are set forth in note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. The amounts reported in this column do not reflect the actual economic value that may be realized by the NEOs upon the vesting of the stock units or exercise of the stock options, as applicable, or the sale of any common stock underlying such stock units or stock options. (2) Refer to the section titled “Compensation Discussion and Analysis—Equity-Based Incentive Awards” for a description of the material terms of the program pursuant to which this compensation was awarded. (3) The amounts reported in this column represent annual performance-based bonuses earned based on the achievement of Company and individual performance goals and other factors deemed relevant by our Board and Compensation Committee. For additional information, see the section titled “Compensation Discussion and Analysis—Annual Performance-Based Cash Compensation Program.” (4) Amounts reported in this column represent employer matching contributions to the NEO’s account under the Company’s 401(k) plan and pet insurance. (5) Dr. Botwood was hired as our Head of Research and Development and Chief Medical Officer effective May 12, 2025, and as such was not an NEO for fiscal years 2023 and 2024. Mr. Closter was hired as our Chief Commercial Officer effective March 18, 2024, and as such was not an NEO for fiscal year 2023.

  41. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table sets forth certain information regarding grants of plan-based awards to the NEOs during the year ended December 31, 2025:

  42. Grants of Plan-Based Awards Table

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Option Awards | | | Stock Awards | | Equity Incentive Plan Awards | | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Number of Securities Underlying Options Granted | Exercise Price of Option Awards ($/Share) | Grant Date Fair Value of Stock and Option Awards (2) | Number of Stock Units Granted | Grant Date Fair Value of Stock Awards (2) | Number of Stock Units Granted | Grant Date Fair Value of Stock Awards (3) | | Michael A. Metzger | | | | | | | | | | | | | Cash Bonus | | — | 565,725 | — | — | — | — | — | — | — | — | | Option Grant | 2/5/2025 | — | — | — | 364,000 | 14.65 | 3,454,360 | — | — | — | — | | Stock Grant | 2/5/2025 | — | — | — | — | — | — | 60,500 | 886,325 | | | | Performance Stock Grant | 2/5/2025 | — | — | — | — | — | — | — | — | 89,000 | 1,135,640 | | Keith A. Goldan | | | | | | | | | | | | | Cash Bonus | | — | 232,605 | — | — | — | — | — | — | — | — | | Option Grant | 2/5/2025 | — | — | — | 110,500 | 14.65 | 1,048,645 | — | — | — | — | | Stock Grant | 2/5/2025 | — | — | — | — | — | — | 18,500 | 271,025 | | | | Performance Stock Grant | 2/5/2025 | — | — | — | — | — | — | — | — | 23,400 | 298,584 | | Luke J. Albrecht | | | | | | | | | | | | | Cash Bonus | | — | 223,605 | — | — | — | — | — | — | — | — | | Option Grant | 2/5/2025 | — | — | — | 100,000 | 14.65 | 949,000 | — | — | — | — | | Stock Grant | 2/5/2025 | — | — | — | — | — | — | 16,500 | 241,725 | | | | Performance Stock Grant | 2/5/2025 | — | — | — | — | — | — | — | — | 23,400 | 298,584 | | Nick Botwood, M.B.B.S. | | | | | | | | | | | | | Cash Bonus | | — | 243,000 | — | — | — | — | — | — | — | — | | Option Grant | 5/1/2025 | — | — | — | 215,000 | 13.82 | 1,913,500 | — | — | — | — | | Performance Stock Grant | 5/1/2025 | — | — | — | — | — | — | — | — | 23,400 | 285,792 | | Steve Closter | | | | | | | | | | | | | Cash Bonus | | — | 218,385 | — | — | — | — | — | — | — | — | | Option Grant | 2/5/2025 | — | — | — | 85,000 | 14.65 | 806,650 | — | — | — | — | | Stock Grant | 2/5/2025 | — | — | — | — | — | — | 13,500 | 197,775 | | | | Performance Stock Grant | 2/5/2025 | — | — | — | — | — | — | — | — | 23,400 | 298,584 |

  43. Grants of Plan-Based Awards Table

    (1) The target amounts reflect the dollar amount of each NEO’s target annual performance-based bonus for 2025, each of which represented a percentage of such NEO’s 2025 annual base salary as specified under the NEO’s employment agreement, as subsequently increased by the Compensation Committee, if applicable. Threshold amounts reflect the dollar amount that would be payable if each performance goal were achieved at the threshold (i.e., 100%) level. (2) This column represents the aggregate grant date fair value of equity awards in 2025 and calculated in accordance with ASC 718, excluding the effect of estimated forfeitures. The assumptions used in calculating the fair value of the stock option can be found under Note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. The grant date fair value of each RSU award is measured based on the closing price of our common stock on the date of grant. Because one third of the February 5, 2025 award of performance-based stock awards are subject to a market condition the grant date fair value of each award disclosed was based on upon the probable outcome of such performance conditions using a Monte-Carlo simulation model.

  44. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information regarding equity awards held by the NEOs that were outstanding as of December 31, 2025:

  45. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities | | | | | | | | | | | | Underlying Unexercised Options: | | Equity Incentive Plan Awards: | Option | Option | | | | | | | | Exercisable | Unexercisable | Number of Securities Underlying Unexercised Unearned Options | Exercise Price | Expiration | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested | Number of Unearned Shares or Units of Stock | Market Value of Unearned Shares or Units of Stock | | Name | Grant Date | (#) | (#) | (#) | ($/Sh)(1) | Date | (#) | ($)(2) | (#) | ($)(2) | | Michael A. Metzger | 2/5/2025 | 75,833(4) | 288,167(4) | | 14.65 | 2/5/2035 | | | | | | | 2/5/2025 | | | | | | 60,500(8) | 1,271,105 | | | | | 2/5/2025 | | | | | | | | 89,000(10) | 1,869,890 | | | 2/7/2024 | 102,781(4) | 111,719(4) | | 22.28 | 2/7/2034 | | | | | | | 2/7/2024 | | | | | | 71,500(8) | 1,502,215 | | | | | 2/7/2024 | | | | | | | | 26,000(6) | 546,260 | | | 2/2/2023 | 298,958(4) | 111,042(4) | | 28.55 | 2/2/2033 | | | | | | | 2/2/2022 | 239,896(4) | 5,104(4) | | 15.79 | 2/2/2032 | | | | | | | 2/2/2022 | 40,000(5) | —(5) | 40,000(5) | 15.79 | 2/2/2032 | | | | | | | 2/3/2021 | 160,000(4) | — | | 21.36 | 2/3/2031 | | | | | | | 2/12/2020 | 140,000(4) | — | | 9.47 | 2/12/2030 | | | | | | | 7/4/2019 | 200,000(4) | — | | 9.15 | 7/4/2029 | | | | | | | 2/6/2019 | 20,663(4) | — | | 6.38 | 2/6/2029 | | | | | | | 2/6/2019 | 11,712(5) | — | | 6.38 | 2/6/2029 | | | | | | | 3/1/2018 | 125,000(4) | — | | 9.40 | 3/1/2028 | | | | | | Keith A. Goldan | 2/5/2025 | 23,020(4) | 87,480(4) | | 14.65 | 2/5/2035 | | | | | | | 2/5/2025 | | | | | | 18,500(8) | 388,685 | | | | | 2/5/2025 | | | | | | | | 23,400(10) | 491,634 | | | 2/7/2024 | 33,542(4) | 36,458(4) | | 22.28 | 2/7/2034 | | | | | | | 2/7/2024 | | | | | | 23,333(8) | 490,226 | | | | | 2/7/2024 | | | | | | | | 7,800(6) | 163,878 | | | 2/2/2023 | 80,208(4) | 29,792(4) | | 28.55 | 2/2/2033 | | | | | | | 6/13/2022 | 201,250(3) (9) | 28,750(3) (9) | | 15.60 | 6/13/2032 | | | | | | Luke J. Albrecht | 2/5/2025 | 20,833(4) | 79,167(4) | | 14.65 | 2/5/2035 | | | | | | | 2/5/2025 | | | | | | 16,500(8) | 346,665 | | | | | 2/5/2025 | | | | | | | | 23,400(10) | 491,634 | | | 2/7/2024 | 28,750(4) | 31,250(4) | | 22.28 | 2/7/2034 | | | | | | | 2/7/2024 | | | | | | 20,000(8) | 420,200 | | | | | 2/7/2024 | | | | | | | | 6,000(6) | 126,060 | | | 2/2/2023 | 72,917(4) | 27,083(4) | | 28.55 | 2/2/2033 | | | | | | | 2/2/2022 | 78,333(4) | 1,667(4) | | 15.79 | 2/2/2032 | | | | | | | 2/3/2021 | 80,000(4) | — | | 21.36 | 2/3/2031 | | | | | | | 2/12/2020 | 105,000(4) | — | | 9.47 | 2/12/2030 | | | | | | | 2/6/2019 | 18,833(5) | — | | 6.38 | 2/6/2029 | | | | | | | 2/6/2019 | 18,958(4) | — | | 6.38 | 2/6/2029 | | | | | | | 2/8/2018 | 55,000(4) | — | | 9.63 | 2/8/2028 | | | | | | | 9/21/2016 | 113,000(3) | — | | 13.65 | 9/21/2026 | | | | | | Nick Botwood, M.B.B.S. | 5/1/2025 | —(3) | 215,000(3) | | 13.82 | 5/1/2035 | | | | | | | 5/1/2025 | | | | | | | | 23,400(10) | 491,634 | | Steve Closter | 2/5/2025 | 17,708(4) | 67,292(4) | | 14.65 | 2/5/2035 | | | | | | | 2/5/2025 | | | | | | 13,500(8) | 283,635 | | | | | 2/5/2025 | | | | | | | | 23,400(10) | 491,634 | | | 3/18/2024 | 65,625(3) | 84,375(3) | | 21.92 | 3/18/2034 | | | | | | | 3/18/2024 | | | | | | 6,000(8) | 126,060 | | | | | 3/18/2024 | | | | | | | | 16,667(6) | 350,174 |

  46. Outstanding Equity Awards at Fiscal Year-End

    _________________ Each stock option was granted with an exercise price equal to the fair market value of our common stock on the grant date. Market values are calculated based on the closing market price of our common stock as reported on the Nasdaq Global Select Market on December 31, 2025, the last trading day of the year, which was $21.01 per share. (3) 25% of this option vests on the one-year anniversary of the grant date and thereafter, the remainder of the shares vest in equal monthly installments on the last day of each month over a three-year period, in each case, subject to the NEO’s continuous service through each vesting date. (4) These options vest in equal monthly installments on the last day of each month over a four-year period of continuous service following the grant date. (5) These options vest periodically upon the Company achieving certain milestones and, following achievement of any such milestone, one-third of the option conditioned upon achievement of such milestone shall vest immediately, with the remaining two-thirds of the option vesting annually upon the one- and two-year anniversaries following such achievement, in each case, subject to the NEO’s continuous service through each vesting date. (6) These performance-based restricted stock units vest upon achievement of revenue goals based on sales of Revuforj following twelve months from its initial launch date. Revenue achievement between 90% - 100% pays out at corresponding percentage of PRSU target. Shares will vest one third upon achievement of the goal, one third on the first anniversary of the goal achievement, and one third on the second anniversary of the goal achievement. (7) 37.5% of this option vests on the one-year anniversary of the grant date and thereafter, the remainder of the shares vest in equal monthly installments on the last day of each month over a three-year period, in each case, subject to the NEO’s continuous service through each vesting date. (8) These options vest in equal annual installments over a three-year period of continuous service following the grant date. (9) All of the equity awards listed in this table were granted under the 2015 Plan with the exception of the initial award for Mr. Goldan, which we granted as inducement award in connection with the commencement of employment pursuant to Nasdaq Listing Rule 5635(c)(4) pursuant to our 2023 Inducement Plan. (10) These performance-based restricted stock units vest subject to achievement of (i) revenue goals based on sales of Revuforj in fiscal year 2025, (ii) Revuforj’s sNDA filing; and (iii) the Company’s three-year total shareholder return (TSR) as measured against the Nasdaq Biotechnology Index components’ TSRs over the same period. Each of these measures bears equal one-third weighting such that a recipient may receive anywhere between the full award and none of the award based on the Company’s performance against each of the three performance goals.

  47. Option Exercises and Stock-Vested Table

    Option Exercises and Stock-Vested Table The following table sets forth information concerning option exercises and stock vested for each of our NEOs during the fiscal year ended December 31, 2025.

  48. Option Exercises and Stock-Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Numbers of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (2) | | Michael A. Metzger | 171,195 | 965,062 | 48,750(3) | 691,860 | | Keith A. Goldan | — | — | 15,567(4) | 222,178 | | Luke J. Albrecht | — | — | 13,000(5) | 186,820 | | Steve Closter | — | — | 11,333(6) | 125,660 |

  49. Option Exercises and Stock-Vested Table

    (1) Value realized is based on the fair market value of our common stock on the date of exercise minus the exercise price and does not necessarily reflect proceeds actually received by the individual. (2) Value realized is based on the fair market value of our common stock on the vesting date and does not necessarily reflect proceeds actually received by the individual. (3) Represents 48,750 shares received upon vesting of RSUs and performance shares, of which 20,822 shares were automatically withheld to cover tax withholding obligations. (4) Represents 15,567 shares received upon vesting of RSUs and performance shares, of which 5,073 shares were automatically withheld to cover tax withholding obligations. (5) Represents 13,000 shares received upon vesting of RSUs and performance shares, of which 4,690 shares were automatically withheld to cover tax withholding obligations. (6) Represents 11,333 shares received upon vesting of RSUs and performance shares, of which 4,440 shares were automatically withheld to cover tax withholding obligations.

  50. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described in the Compensation Discussion and Analysis section above, a Change-in-Control alone will not trigger accelerated vesting. The benefits shown below are subject to the NEO’s signing and not revoking a separation agreement and general release of claims as well as continued adherence to the NEO’s Assignment of Developments, Non-Disclosure, and Non-Solicitation Agreement with the Company (or any successor agreement thereto). The following table summarizes the termination benefits under the employment agreements between the Company and certain NEOs.

  51. Potential Payments Upon Termination or Change in Control

    | Termination Event | Terms Applicable to Mr. Metzger | | Involuntary Termination Without Cause or Resignation for Good Reason within three (3) months prior to, or within twelve (12) months following, a Change in Control | • An amount equal to 24 months of base salary, payable in a lump sum • An amount equal to 24 months of the target annual incentive award, payable in a lump sum • Continuation of health benefits for 24 months • Accelerated vesting of all outstanding equity • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options | | Involuntary Termination Without Cause or Resignation for Good Reason | • An amount equal to 12 months of base salary, payable in a lump sum • A pro rata amount equal to the number of days worked in the termination year of the target annual incentive award, payable in a lump sum • Continuation of health benefits for 18 months • Accelerated vesting of options that would have otherwise vested during the 12 months following the termination date • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options | | Termination Event | Terms Applicable to Messrs. Albrecht, Closter, Goldan and Dr. Botwood | | Involuntary Termination Without Cause or Resignation for Good Reason within three (3) months prior to, or within twelve (12) months following, a Change in Control | • An amount equal to 18 months of base salary, payable in a lump sum |

  52. Potential Payments Upon Termination or Change in Control

    | | • An amount equal to 18 months of the target annual incentive award, payable in a lump sum • Continuation of health benefits for 18 months • Accelerated vesting of all outstanding equity • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options | | Involuntary Termination Without Cause or Resignation for Good Reason | • An amount equal to 9 months of base salary, payable in a lump sum • Continuation of health benefits for 9 months • Accelerated vesting of options that would have otherwise vested during the 12 months following the termination date • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options |

  53. Potential Payments Upon Termination or Change in Control

    The table below provides the potential payments and benefits to which our NEOs would be entitled, assuming their employment was terminated as of December 31, 2025, including in connection with a change in control, based on the termination benefits in effect as of December 31, 2025.

  54. Potential Payments Upon Termination or Change in Control

    | Name | Compensation Component | Involuntary Termination Without Cause or Resignation for Good Reason In Connection With a Change in Control ($) | Involuntary Termination Without Cause or Resignation for Good Reason ($) | | Michael A. Metzger | | | | | | Cash Severance | 2,564,620 | 1,282,310 | | | Long Term Incentives | 7,920,977 | 4,786,601 | | | Health Care Continuation | 70,584 | 52,938 | | | Total | 10,556,181 | 6,121,849 | | Keith A. Goldan | | | | | | Cash Severance | 1,124,258 | 387,675 | | | Long Term Incentives | 2,639,974 | 1,709,049 | | | Health Care Continuation | 53,118 | 26,559 | | | Total | 3,817,350 | 2,123,283 | | Luke J. Albrecht | | | | | | Cash Severance | 1,080,758 | 372,675 | | | Long Term Incentives | 2,059,090 | 1,238,384 | | | Health Care Continuation | 52,938 | 26,469 | | | Total | 3,192,786 | 1,637,528 | | Nick Botwood, M.B.B.S. | | | | | | Cash Severance | 1,174,500 | 405,000 | | | Long Term Incentives | 1,590,749 | 478,731 | | | Health Care Continuation | 52,938 | 26,469 | | | Total | 2,818,187 | 910,200 | | Steve Closter | | | | | | Cash Severance | 1,055,528 | 363,975 | | | Long Term Incentives | 2,036,440 | 889,417 | | | Health Care Continuation | 31,793 | 15,897 | | | Total | 3,123,761 | 1,269,289 |

  55. Potential Payments Upon Termination or Change in Control

    As used in the tables above, the following terms are generally defined as follows: Change in Control: Generally, the acquisition of 50% or more of our common stock, a merger, sale of substantially all of the assets or acquisition, or complete dissolution or liquidation of the Company. Good Reason: Occurrence of any of the following (1) a decrease in executive’s total target cash compensation (base and bonus) of more than 10%, (2) executive’s duties, authority or responsibilities are materially diminished; (3) a material breach by the Company of the terms of the employment agreement; or (4) Company relocation of 50 miles or more. Cause: Generally means a reasonable determination by the Company of an executive’s (1) dishonest statements or acts with respect to the Company which has the effect of materially injuring the business or reputation of the Company; (2) conviction of or indictment for (a) a felony or (b) any misdemeanor (excluding minor traffic violations) involving moral turpitude, deceit, dishonesty or fraud; (3) gross negligence, willful misconduct or insubordination with respect to the Company; or (4) material breach of any agreement between the executive and the Company.

  56. Pay Ratio Disclosure

    Pay Ratio Disclosure As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of the individual identified as our paid median employee to the annual total compensation of our principal executive officer, our Chief Executive Officer. The paragraphs that follow describe our methodology and the resulting pay ratio. We identified our median employee using our employee population as of December 31, 2025 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, for hourly employees), (B) actual bonus for 2025 and (C) the grant date fair value of any annual or new hire equity awards granted during the fiscal year ended December 31, 2025 and (ii) ranking this aggregated compensation measure for our employees (excluding our Chief Executive Officer) from highest to lowest. Salaries or wages for those employees hired during 2025 were annualized. Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the rules applicable to the Summary Compensation Table. The total compensation for 2025 for our median employee, identified as discussed above, was $383,252. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $7,089,213. Therefore, our pay ratio is approximately 19 to 1. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  57. Director Compensation

    Director Compensation

  58. Director Compensation

    Director Compensation The following table sets forth information concerning compensation accrued or paid to our independent, non-employee directors during the year ended December 31, 2025 for their service on our Board. Directors who are also our employees receive no additional compensation for their service as directors and are not set forth in the table below:

  59. Director Compensation

    | | Fees earned | | | | | or paid | Stock | | | | in cash | awards | Total | | Name | ($) | ($)(1)(2) | ($) | | Dennis G. Podlesak | 214,500 | 732,500 | 947,000 | | Martin H. Huber, M.D. | 67,500 | 366,250 | 433,750 | | Jennifer Jarrett | 67,500 | 366,250 | 433,750 | | Keith A. Katkin | 145,000 | 366,250 | 511,250 | | Pierre Legault | 137,500 | 366,250 | 503,750 | | William Meury | 25,000 | 366,250 | 391,250 | | Aleksandra Rizo, M.D., Ph.D. | 60,000 | 366,250 | 426,250 |

  60. Director Compensation

    ___________ (1) The amounts reported in this column represent the aggregate grant date fair value of Deferred RSUs granted to our non-employee directors during 2025 as computed in accordance with ASC 718, not including any estimates of forfeitures related to service-based vesting conditions. The assumptions used in calculating the grant date fair value of the Deferred RSUs reported in this column are set forth in note 15 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026. The amounts reported in this column do not reflect the actual economic value that may be realized by the non-employee directors. None of our non-employee directors received stock options in 2025. (2) The following table provides information regarding the aggregate number of equity awards granted to our non-employee directors that were outstanding as of December 31, 2025:

  61. Director Compensation

    | | Option Awards | Stock Awards | | | Outstanding | Outstanding | | Name | at Year-End | at Year-End | | Dennis G. Podlesak | 135,000 | 177,333 | | Martin H. Huber, M.D. | 35,000 | 74,000 | | Jennifer Jarrett | 83,000 | 90,000 | | Keith A. Katkin | 73,000 | 90,000 | | Pierre Legault | — | 90,000 | | William Meury | — | — | | Aleksandra Rizo, M.D., Ph.D. | 35,000 | 25,000 |

  62. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE In accordance with Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officers (“PEOs”) and our non-PEO NEOs (“Non-PEO NEOs”) and certain financial performance of the Company for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance information presented in this section in making its pay decisions for any of the years shown. For further information concerning our pay for performance philosophy and how our executive compensation aligns with our performance, please refer to “Executive Compensation – Compensation Discussion and Analysis.”

  63. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for First PEO (1)($) | Summary Compensation Table Total for Second PEO (1)($) | Compensation Actually Paid to First PEO (1)(2)(3) ($) | Compensation Actually Paid to Second PEO (1)(2)(3) ($) | Average Summary Compensation Table Total for Non-PEO NEOs (1) ($) | Average Compensation Actually Paid to Non-PEO NEOs (1)(2)(3) ($) | Value of Initial Fixed $100 Investment Based on (4): | | Net Income ($ Millions) | Stock Price (5) ($) | | | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | | | | (a) | (b) | (c) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | — | 7,089,213 | — | 11,125,923 | 2,452,305 | 3,607,589 | 94.47 | 124.75 | (285.4) | 21.01 | | 2024 | — | 7,707,176 | — | 1,642,403 | 2,619,366 | 1,032,054 | 59.44 | 93.49 | (318.8) | 13.22 | | 2023 | — | 9,127,419 | — | 5,206,486 | 3,028,652 | 1,953,597 | 97.17 | 94.03 | (209.4) | 21.61 | | 2022 | 2,374,171 | 4,113,476 | 3,475,750 | 6,278,969 | 2,356,288 | 3,210,130 | 114.43 | 89.90 | (149.3) | 25.45 | | 2021 | 3,904,316 | — | 2,871,757 | — | 2,556,999 | 1,873,217 | 98.43 | 100.02 | 24.9 | 21.89 |

  64. PAY VERSUS PERFORMANCE

    (1) Briggs W. Morrison (referred to in these tables as the “First PEO”) was our PEO in from June 2015 to February 2022, and Michael A. Metzger (referred to in these tables as the “Second PEO”) has been our PEO since February 2022. The individuals comprising the Non-PEO NEOs for each year presented are listed below:

  65. PAY VERSUS PERFORMANCE

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Michael A. Metzger | Luke J. Albrecht | Luke J. Albrecht | Luke J. Albrecht | Luke J. Albrecht | | Anjali Ganguli | Keith A. Goldan | Neil Gallagher, M.D., Ph.D. | Steve Closter | Steve Closter | | Daphne Karydas | Catherine Madigan, M.D. | Keith A. Goldan | Neil Gallagher, M.D., Ph.D. | Keith A. Goldan | | | Alexander Nolte | Catherine Madigan, M.D. | Keith A. Goldan | Nick Botwood, M.B.B.S. | | | Steve M. Sabus | | | |

  66. PAY VERSUS PERFORMANCE

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

  67. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Second PEO ($) | Exclusion of Stock Awards and Option Awards for Second PEO ($) | Inclusion of Equity Values for Second PEO ($) | CAP to Second PEO ($) | | 2025 | 7,089,213 | (5,476,325) | 9,513,035 | 11,125,923 | | Year | Average Summary of Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Stock Awards and Options Awards for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average CAP to Non-PEO NEOs ($) | | 2025 | 2,452,305 | (1,652,466) | 2,807,750 | 3,607,589 |

  68. PAY VERSUS PERFORMANCE

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

  69. PAY VERSUS PERFORMANCE

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) | Changes in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) | Total-Inclusion of Equity Values for Second PEO ($) | | 2025 | 6,791,572 | 1,863,622 | 610,141 | 247,700 | 9,513,035 | | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total-Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2025 | 2,212,969 | 421,114 | 123,828 | 49,839 | 2,807,750 |

  70. PAY VERSUS PERFORMANCE

    For the values of equity awards in the above tables, the values of the February 2, 2022 performance-based stock option award uses an assumption or methodology that differs materially from those disclosed as of the grant date. That award was originally valued using a Black-Scholes model and are valued for purposes of this table using a Monte Carlo model for the stock price hurdle position of the award. (4) The Peer Group TSR set forth in this table utilizes the Nasdaq Biotechnology Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, through the end of the listed year in the Company and in the Nasdaq Biotechnology Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined the Stock Price to be the most important financial performance measure used to link Company performance to CAP to the Second PEO in 2025. The amounts in the column represents the closing price of our stock on the last trading date of the listed year. The Board made an award of performance-based stock options to the First PEO and Second PEO, and half of those stock options vest upon our stock closing at or above $30 per share. We may determine a different financial performance measure to be the most important financial performance measure in future years. For purposes of this disclosure, there was no financial performance measure used to link Company performance to CAP to our Non-PEO NEOs in 2024.

  71. Indemnification of Directors and Officers

    Indemnification of Directors and Officers We entered into indemnification agreements with each of our current directors and executive officers. See the section titled “Executive Officer and Director Compensation—Limitation on Liability and Indemnification Agreements.”