DEF 14A of Cardiff Oncology, Inc., Apr 23, 2026

DEF 14A of Cardiff Oncology, Inc.

Filed Apr 23, 2026 · FY20250001213037-26-000006

Open on EDGAR

  1. Considerations in Evaluating Director Nominees

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

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS At the Annual Meeting, the stockholders will elect six (6) directors to hold office until the 2027 Annual Meeting. Directors are elected by a plurality of votes cast by stockholders. In the event the nominees are unable or unwilling to serve as directors at the time of the Annual Meeting, the proxies will be voted for any substitute nominees designated by the present Board or the proxy holders to fill such vacancy, or for the balance of the nominees named without nomination of a substitute, or the size of the Board will be reduced in accordance with the Bylaws of the Company. The Board has no reason to believe that the persons named below will be unable or unwilling to serve as nominees or as directors if elected. Assuming a quorum is present, the six (6) nominees receiving the highest number of affirmative votes of shares entitled to be voted for such persons will be elected as directors of the Company to serve for a one-year term. Unless marked otherwise, proxies received will be voted “FOR” the election of the nominees named below. In the event that additional persons are nominated for election as directors, the proxy holders intend to vote all proxies received by them in such a manner as will ensure the election of the nominees listed below, and, in such event, the specific nominees to be voted for will be determined by the proxy holders. Our Board of Directors, acting through the Corporate Governance/Nominating Committee, will make a determination whether or not to request the resignation of an incumbent director who failed to receive a majority of the vote cast. We will publicly disclose our Board of Directors' decision and reasoning.

  3. Information with Respect to Director Nominees

    Information with Respect to Director Nominees Listed below are the current directors who are nominated to hold office until their successors are elected and qualified, and their ages as of April 20, 2026.

  4. Information with Respect to Director Nominees

    | | | Committee Memberships | | | | Name | Age | Audit | Compensation | Governance/ Nominating | | Dr. James O. Armitage, M.D. | 79 | X | | X | | Dr. Rodney S. Markin, M.D., Ph.D. | 69 | X | X | | | Mani Mohindru, Ph.D. | 54 | | | | | Gary W. Pace, Ph.D. | 78 | | | C | | Renee P. Tannenbaum, Pharm.D. | 74 | | C | X | | Lâle White | 70 | C | X | |

  5. Dr. James O. Armitage, M.D. - Independent Director

    Dr. James O. Armitage, M.D. - Independent Director Dr. Armitage has been a director of our company since April 2020. Dr. Armitage has been a Professor of Internal Medicine in the division of Hematology and Oncology at the University of Nebraska Medical Center since 2003, after having served as Chairman of the Department of Internal Medicine, Dean of the College of Medicine, and in various other capacities since joining the Center in 1982. He also holds a hospital appointment at The Nebraska Medical Center. Dr. Armitage has authored or co-authored more than 600 articles, 108 book chapters and edited or co-edited 27 textbooks. He has previously served as President of the American Society of Clinical Oncology ("ASCO"), and as a member of the ASCO Board of Directors. Dr. Armitage received a bachelor of science degree from the University of Nebraska and a medical degree from the University of Nebraska Medical Center and completed his post-graduate training at the University of Nebraska Medical Center and the University of Iowa Hospitals and Clinics. The Board believes that Dr. Armitage's training as a physician, his research, clinical and administrative experience, and his previous service as a director of a publicly traded biopharmaceutical company provide him with the qualifications and skills to serve as a director.

  6. Dr. Rodney S. Markin, M.D., Ph.D. - Chair of the Board & Independent Director

    Dr. Rodney S. Markin, M.D., Ph.D. - Chair of the Board & Independent Director Dr. Markin has been Chairman of the Board of our company since December 2020 and a Director since February 2014. Currently he is the Associate Vice President of Business Development for The University of Nebraska System since January 2026; Vice President of Business Development for Nebraska Medicine since October 2019; Associate vice chancellor for Business Development at University Nebraska Medical Center; Executive director of UNeTech since 2016. Additionally, he is also a Professor of Pathology and Microbiology since 1985; received the David T. Purtilo Distinguished Professor Pathology and Microbiology in 2005; and is a courtesy Professor in the departments of Surgery (since 1993) and Psychiatry (since 1995). Dr. Markin was previously a director on the Boards of UNMC Physicians, and Nebraska Health Partners, and previously served Chairman of the Board of Directors for Transgenomic, Inc. from March 2007 to December 2014. The Board believes that Dr. Markin’s valuable executive experience in the healthcare business qualifies him to serve as a director and Chairman of the Board of our company.

  7. Mani Mohindru, Ph.D. - Director

    Mani Mohindru, Ph.D. - Director Dr. Mohindru has served as our Interim Chief Executive Officer since January 2026, President and Chief Executive Officer since late March 2026 and has been a director since 2021. She is a co-founder and Board Chair of Roshon Therapeutics, Inc., an early-stage, private biotech company developing antibodies for the treatment of cancer and inflammatory diseases. Previously, Dr. Mohindru was CEO and Board Director of Novasenta Inc., an oncology-focused biotech company. Dr. Mohindru previously worked in executive roles at several additional biotechnology companies, having served as Chief Executive Officer of CereXis, Inc., Chief Financial Officer and Chief Strategy Officer of Cara Therapeutics, Inc. (Nasdaq: CARA), and Chief Strategy Officer at Curis, Inc (Nasdaq: CRIS). Prior to her leadership roles in the biotechnology industry, Dr. Mohindru spent several years as an equity research analyst covering the biotechnology sector at UBS, Credit Suisse and ThinkEquity. In addition to her position at Cardiff Oncology, Dr. Mohindru serves as a member of the Board of Directors at CytomX Therapeutics, Inc. (Nasdaq: CTMX), a clinical-stage biopharmaceutical company. She was previously a member of the Board of Directors of SAB Biotherapeutics, Inc., a clinical-stage biopharmaceutical company. Dr. Mohindru received her Ph.D. in Neurosciences from Northwestern University and her master’s in biotechnology and B.S. in Human Biology (Hons) from the All India Institute of Medical Sciences. The Board believes that Dr. Mohindru’s years of biopharmaceutical industry leadership as well as Wall Street experience provides her with the qualifications and skills to serve as a director.

  8. Gary W. Pace, Ph.D. - Independent Director

    Gary W. Pace, Ph.D. - Independent Director Dr. Pace has been a director of our company since April 2020. In addition, Dr. Pace served as a Director of Pacira BioSciences, Inc. from 2008 to 2024, and Antisense Therapeutics from 2015 to 2022, as well as a director of several private companies. Also, he previously served on the board of Simavita Ltd. from 2016 to 2021, ResMed Inc. from 1994 to 2018, Transition Therapeutics Inc. from 2002 to 2016 and QRxPharma Ltd. from 2001 to 2013. Dr. Pace is a seasoned biopharmaceutical executive with over 40 years of experience in the industry. He has co-founded several early stage life science companies, where he built products from the laboratory to commercialization. Dr. Pace has contributed to the development of the biotechnology industry through honorary university appointments and industry and government committees. In 2003, he was awarded a Centenary Medal by the Australian Government “for service to Australian society in research and development” and was recognized as the 2011 Director of the Year (corporate governance) by the San Diego Directors Forum. He is also a fellow of the Australian Academy of Technological Sciences and Engineering. Dr. Pace holds a B.Sc. (Hons I) from the University of New South Wales and a Ph.D. from the Massachusetts Institute of Technology where he was a Fulbright Fellow and General Foods Scholar. The Board believes that Dr. Pace’s years of experience providing strategic advisory services to complex organizations, including as a public company director provides him with the qualifications and skills to serve as a director.

  9. Renee P. Tannenbaum, Pharm.D. - Independent Director

    Renee P. Tannenbaum, Pharm.D. - Independent Director Dr. Tannenbaum has been a director of our company since June 2021. Dr. Tannenbaum currently serves as a board director and an independent consultant and strategic advisor to several biopharmaceutical, diagnostic and device companies. From 2016 through 2021, she served in several roles at Halozyme Therapeutics, Inc., most recently as Vice President of Global Partnering, where she was responsible for leading the team that executes business development activities and the company’s alliances through partnerships and collaborations. Dr. Tannenbaum was previously Head of Global Customer Excellence at AbbVie from October 2012 to January 2016, where she was responsible for building commercial capabilities for the organization. Previously, Dr. Tannenbaum served as President of Myrtle Potter & Company, LLC, a global life sciences consulting and advisory firm from April 2011 to October 2012 and Executive Vice President and Chief Commercial Officer at Elan Pharmaceuticals, Inc., from May 2009 to January 2011, where she was responsible for revenue generation for Elan’s marketed products, preparing for the commercialization of the company’s pipeline, including its Alzheimer’s portfolio, and strengthening the company’s overall commercial capabilities. Prior to her role at Elan, Dr. Tannenbaum was at Novartis Pharma AG for three years, where she led the Global Commercial Operations organization. Prior to that, Dr. Tannenbaum spent nine years at Bristol Myers Squibb and 16 years at Merck and Company, Inc. where she held a variety of leadership positions in operations and general management. Dr. Tannenbaum serves on the Board of Directors for ANI Pharmaceuticals, Inc. since March 2022. Dr. Tannenbaum has served as a director of Zogenix, Inc. from January 2015 to March 2022, Nordic Nanovector ASA, a publicly-traded company in Norway, and Cipher Pharmaceuticals, Inc. a Canadian publicly-traded company, from April to August 2016, Sharps Compliance Inc. from November 2012 to November 2014 and Immune Pharmaceuticals, Inc., a privately-held company, from August 2011 to October 2012. Dr. Tannenbaum received her Doctor of Pharmacy degree from the Philadelphia College of Pharmacy and Sciences, her MBA from Temple University, and her Bachelor of Science degree in Pharmacy from the University of Connecticut. The Board believes that Dr. Tannenbaum’s extensive experience in the biopharmaceutical industry, including providing strong executive leadership to numerous biopharmaceutical companies provides her with the qualifications and skills to serve as a director.

  10. DIRECTOR COMPENSATION

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

  11. DIRECTOR COMPENSATION

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

  12. DIRECTOR COMPENSATION

    In addition, each non-employee director receives an annual equity grant of options to purchase a number of shares of common stock that considers the market for comparable companies. As a result, the 2025 option grant for continuing directors was equal to 40,565 stock options, which vest on the one-year anniversary of the date of the grant and had an exercise price of $3.16 (subject to adjustment for recapitalizations, stock split, stock dividends and the like). The following table sets forth summary information concerning the total compensation paid to our non-employee directors in 2025, paid quarterly in arrears, for services to our company:

  13. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Dr. James O. Armitage, M.D.(2) | 69,000 | 106,670 | 175,670 | | Dr. Rodney S. Markin, M.D., Ph.D.(3) | 119,000 | 106,670 | 225,670 | | Mani Mohindru, Ph.D.(4) | 77,000 | 106,670 | 183,670 | | Gary W. Pace, Ph.D.(5) | 77,500 | 106,670 | 184,170 | | Renee P. Tannenbaum, Pharm.D.(6) | 75,000 | 106,670 | 181,670 | | Lâle White(7) | 82,500 | 106,670 | 189,170 |

  14. DIRECTOR COMPENSATION

    (1) Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts represent the aggregate grant date fair value of stock option awards determined in accordance with FASB ASC Topic 718. The valuation assumptions used in determining 2025 amounts are described in Note 6 to our financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. (2) As of December 31, 2025, 187,539 stock options were outstanding, of which 146,974 were exercisable. (3) As of December 31, 2025, 221,865 stock options were outstanding, of which 181,300 were exercisable. (4) As of December 31, 2025, 168,766 stock options were outstanding, of which 128,201 were exercisable. (5) As of December 31, 2025, 187,539 stock options were outstanding, of which 146,974 were exercisable. (6) As of December 31, 2025, 168,766 stock options were outstanding, of which 128,201 were exercisable. (7) As of December 31, 2025, 158,681 stock options were outstanding, of which 118,116 were exercisable. THE BOARD RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES TO THE BOARD SET FORTH IN THIS PROPOSAL 1.

  15. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Compensation Committee has the authority to engage independent advisors to assist it in carrying out its responsibilities. For fiscal 2025, the Compensation Committee engaged Aon as its independent executive and Board compensation consultant. Aon reports directly to the Compensation Committee and does not report to management. Aon is independent from Cardiff Oncology and its Board of Directors. Aon has not provided any services to us other than to the Compensation Committee, and receives compensation from us only for services provided to the Compensation Committee. The Compensation Committee assessed the independence of Aon pursuant to SEC and Nasdaq rules and concluded that the work of Aon has not raised any conflict of interest. Aon reviews and advises on all principal aspects of the executive and Board compensation program. Its main responsibilities are to: • advise on alignment of pay and performance; • review and advise on executive total compensation, including base salaries, short- and long-term incentives, associated performance goals and retention; • advise on trends in executive compensation; • advise on Board and Board committee compensation; • provide recommendations regarding the composition of our peer group; • analyze peer group proxy statements, compensation survey data, and other publicly available data (and apply its experience with other companies to this analysis); and • perform any special projects requested by the Compensation Committee. Aon has attended the Compensation Committee's meetings, including executive sessions at which management is not present. Aon communicates regularly with the Compensation Committee's Chair outside of Compensation Committee meetings, and also meets with management to gather information and review proposals. Aon is expected to remain the Compensation Committee's independent consultant until determined otherwise by the Compensation Committee or Aon.

  16. Pay Positioning and Compensation Peers

    Pay Positioning and Compensation Peers In setting compensation, the Compensation Committee compares base salaries, annual incentive opportunities and long-term incentive compensation for each of our executive officers to those of a peer group of similarly sized companies. A key objective of our executive compensation program is to ensure that the overall compensation packages we offer our executives are competitive with the packages offered by companies with which we compete for executive talent. The Compensation Committee consults with Aon to develop a peer group of companies to serve as the basis for comparing our executive compensation program to the market. The Compensation Committee and Chief Executive Officer also solicit information from Aon to evaluate compensation for non-executive employees to ensure compensation levels across the entire company are consistent and competitive. Competitive market data is only one of several resources made available to the Compensation Committee to assist in setting executive compensation. When setting fiscal 2025 executive compensation, our Compensation Committee considered the peer group compensation data, employee skills and experience, individual performance, scope of responsibilities, and other factors. The Compensation Committee does not use a formula to determine compensation. In September 2024, the Compensation Committee evaluated the peer group in advance of evaluating and establishing 2025 compensation levels. In developing our 2025 peer group, the Compensation Committee considered the following key qualitative and quantitative considerations: • Sector & Stage— focus on US-based, public oncology companies in Phase I, Phase II and Phase III of clinical trials; • Market Capitalization—between approximately $30 and $350 million (as of the date the peer group was determined and based on our market capitalization of $105 million at the time the analysis was conducted); • Headcount—generally under 100 employees; and • Geography – companies headquartered in San Diego and other biotech hubs such as SF/Bay Area and Boston/Cambridge area.

  17. 2025 Peer Group

    2025 Peer Group The companies in our peer group analysis in 2025 included the following:

  18. 2025 Peer Group

    | Acrivon Therapeutics, Inc. | Candel Therapeutics, Inc. | Immix Biopharma, Inc. | Pyxis Oncology, Inc. | | Actinium Pharmaceuticals, Inc. | Compass Therapeutics, Inc. | Kezar Life Sciences, Inc. | Syros Pharmaceuticals, Inc. | | ALX Oncology Holdings, Inc. | Corvus Pharmaceuticals, Inc. | Kronos Bio, Inc. | Tempest Therapeutics, Inc. | | BioAtla, Inc. | Curis, Inc. | Lantern Pharma, Inc. | Viracta Therapeutics, Inc. | | Black Diamond Therapeutics, Inc. | Elevation Oncology, Inc. | Leap Therapeutics, Inc. | Werewolf Therapeutics, Inc. |

  19. 2025 Peer Group

    Effective for 2025, the Compensation Committee approved the following changes to the peer group: removed Bolt Biotherapeutics, Inc., Genprex, Inc., Harpoon Therapeutics, Inc., Cyteir Therapeutics, Inc., MEI Pharma, Inc., Mustang Bio, Inc., Olema Pharmaceuticals, Inc., Oncternal Therapeutics, Inc., and Rain Oncology, Inc. due to misalignment with the peer selection criteria or due to acquisition; and added Acrivon Therapeutics, Inc., Black Diamond Therapeutics, Inc., Compass Therapeutics, Inc., Immix Biopharma, Inc., Lantern Pharma, Inc., Leap Therapeutics, Inc., Pyxis Oncology, Inc., Syros Pharmaceuticals, Inc., and Tempest Therapeutics, Inc.

  20. Elements of Compensation

    | Element of Pay | Structure | Highlights | | Long-Term Equity Incentives | • Long-term equity incentives are awarded to encourage executives and other employees to focus on long-term company performance, to promote retention, and to reward outstanding company and individual performance. • Stock options align Management's interest with long-term stockholder value creation because value is only created if our stock price increases. • When sizing equity awards, we generally consider the 60th percentile for long term equity incentives within our peer group, and allow for adjustments based on factors specific to the individual executive. In evaluating the appropriateness of equity grants, we also consider the impact on annual equity usage, equity overhang, and the available share pool. As such, individual grants may be above or below the market reference point to account for these individual and Company-specific factors. | • In 2025 our Compensation Committee approved stock option grants to our executive officers. The options vest over a 4 year period. 25% vest on the one-year anniversary of the grant date and the remainder vest over 36 equal monthly installments. The Committee believes that options represent an efficient method of linking executive and stockholder experiences while promoting long term growth in stockholder value. |

  21. Annual Performance Cash Bonuses

    Annual Performance Cash Bonuses We design our annual cash incentive programs to be competitive in relation to the market. We monitor the market and adjust our cash incentive programs as needed. Our cash incentive programs are designed to motivate employees to achieve overall company goals and individual goals. Our programs are designed to avoid entitlements, to align actual payouts with the actual results achieved and to be easy to understand and administer. Each year, the Compensation Committee recommends, and the Board approves and establishes, the target cash incentive opportunity for each executive officer assuming full achievement of certain significant corporate goals and individual goals that are also reviewed and approved by the Board. The following table shows the target cash bonus incentive for each of our current named executive officers for fiscal 2025, each expressed as a percentage of annual base salary, performance as a percent of target, and the actual dollar amount awarded, based on the Compensation Committee's assessment of corporate and individual goals:

  22. Annual Performance Cash Bonuses

    | Name and Position | Year | Target Bonus (% of Salary) | Cash Incentive % of Target Earned | Cash Incentive Bonus Actually Earned ($) | | Mark Erlander, CEO | 2025 | 55% | 35% | $122,238 | | James Levine, CFO | 2025 | 45% | 28% | $61,740 | | Roger Sidhu, CMO | 2025 | 45% | 32% | $74,160 |

  23. Annual Performance Cash Bonuses

    The 2025 annual performance cash bonus was approved by the Compensation Committee based on our achievement of a set of measurable, detailed goals. Below, we present an abbreviated list of the 2025 corporate goals to align with our current public disclosure, as well as the Compensation Committee’s assessment of our goal attainment: Clinical and Development Activities • Core goals: Advance the Company’s lead clinical programs through disciplined execution of planned development activities, including completion of key analyses, advancement of clinical trial readiness, and progress in regulatory engagement to support future development plans.(weight 85%) • Stretch goals: Accelerate elements of clinical execution and pursue additional regulatory milestones intended to enhance the overall development pathway. (weight of up to an additional 25%) • Committee assessment: The Compensation Committee evaluated performance based on overall progress of clinical and development programs, quality and timeliness of execution, and alignment with the Company’s long‑term development strategy and determined that 20% of the weighted core goal was achieved. Strategic and Corporate Initiatives • Core goals: Execute strategic initiatives designed to strengthen the Company’s long‑term value, including advancement of intellectual property strategy and other corporate planning activities approved by the Board of Directors. (weight 15%) • Committee assessment: The Compensation Committee’s assessment considered progress toward long‑term strategic objectives and the extent to which management actions supported sustainable value creation and determined that the goal was achieved. Based on the above assessment, the Compensation Committee determined that we achieved 35% of our corporate goals for 2025. The actual bonus payout for executives was calculated based on the achievement of corporate goals as well as individual goals.

  24. Long-term Equity Incentive Awards

    Long-term Equity Incentive Awards We grant stock options, pursuant to the 2021 Omnibus Equity Incentive Plan ("2021 Plan") to our employees within a competitive range of the market to complement cash salaries and cash incentives, incentivize all employees to achieve our corporate and strategic goals, and align executive compensation with the long-term interests of our stockholders. We historically provided stock option grants to our named executive officers upon their initial hiring, as negotiated in their employment agreements or offer letters, and on an annual basis thereafter. The Compensation Committee has the discretion to grant stock option awards and restricted stock awards to promote high performance and achievement of our corporate objectives by our executives at any time of the year. The Compensation Committee does not currently have a policy for the automatic awarding of equity awards to the named executive officers or our other employees, nor do we have any formal plan that requires us to award equity or equity-based compensation to any executive on a year-to-year basis. However, it has been our practice to grant awards annually in the first quarter of the fiscal year. The grant date is established when the Compensation Committee approves the grant and all key terms have been determined. In granting these awards, the Compensation Committee may establish any conditions or restrictions it deems appropriate in accordance with the 2021 Omnibus Equity Incentive Plan, as the case may be. Our Chief Executive Officer typically provides recommendations to the Compensation Committee for equity grants to the executive officers, taking into account each executive’s performance, achievements, and other criteria deemed relevant. The Compensation Committee, working closely with Aon, reviews the proposed grants, but reserves the right to reject or modify such recommendations. In determining the number of stock options to grant, the Compensation Committee considered the Company's 60th percentile equity philosophy, as well as individual factors such as performance, contributions, internal equity, and the retention hold of prior equity grants. We size equity grants based on market data that expresses the awards as a percent of common shares outstanding. This sizing approach is helpful to ensure that the dilutive effects of the grants are balanced against the desire to provide employees with appropriate incentives for long-term value creation. The exercise price of the stock options will equal the closing price of our common stock published by Nasdaq on the date of the grant and the term of the options will be 10 years from the date of the grant. The options have a vesting term of four years, with 25% vesting on the first anniversary of the date of grant and the remaining amount vesting in 36 equal monthly installments thereafter. Equity awards granted to our named executive officers for fiscal 2025 and certain prior years are reported in the Summary Compensation Table included under the heading “Summary Compensation Table” on page 44 of this Proxy Statement.

  25. Long-term Equity Incentive Awards

    | Name and Principal Position | Year | Option Awards Granted (#) | Option Awards ($) | | Mark Erlander, CEO | 2025 | 758,400 | 2,266,106 | | James Levine, CFO | 2025 | 332,621 | 993,875 | | Rodger Sidhu, CMO | 2025 | 600,000 | 1,920,275 |

  26. Other Compensation Practices

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

  27. Policies and Practices Regarding the Timing of the Grant of Equity Awards

    Policies and Practices Regarding the Timing of the Grant of Equity Awards We do not schedule the grant of any equity awards in anticipation of the disclosure of material, non-public information and we do not schedule the disclosure of material, non-public information based on the timing of granting equity awards. We have not adopted a formal policy that dictates the timing of equity award grants. We may choose to grant equity awards outside of the annual broad-based awards (e.g., as part of a new hire package or as a retention or promotional incentive). Stock options may be granted only with an exercise price at or above the closing market price of our common stock on the date of grant. During 2025, no stock option grants were made to any of our NEOs during any period beginning four business days before the filing or furnishing of a periodic report or current report and ending one business day after the filing or furnishing of any such report with the SEC. We believe that our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NASDAQ listing standards. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

  28. Summary Compensation Table

    Summary Compensation Table The following table provides certain summary information concerning compensation awarded to, earned by or paid to our NEO's for fiscal year 2025 and 2024.

  29. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Option Awards ($) (1) | Non-Equity Incentive Plan Compensation ($)(2) | Total ($) | | Mark Erlander, CEO | 2025 | 635,000 | 2,266,106 | 122,238 | 3,023,344 | | | 2024 | 610,584 | 1,471,762 | 319,030 | 2,401,376 | | James Levine, CFO | 2025 | 490,000 | 993,875 | 61,740 | 1,545,615 | | | 2024 | 471,194 | 591,614 | 203,556 | 1,266,364 | | Roger Sidhu, CMO | 2025 | 279,370 | 1,920,275(3) | 74,160 | 2,273,805 |

  30. Summary Compensation Table

    (1) These amounts represent the aggregate grant date fair value of stock option awards determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. As such, the amounts shown in this column do not reflect dollar amounts actually received by our named executive officers. The valuation assumptions used in determining 2025 and 2024 amounts are described in Note 6 to our financial statements included in our Annual Reports on Form 10-K for the fiscal years ended December 31, 2025 and 2024. The exercise price and number of stock options granted to NEO's for fiscal 2025 and certain prior years are reported in the Outstanding Equity Awards Table included under the heading “Outstanding Equity Awards at Fiscal Year-End” on page 45 of this Proxy Statement. (2) The amounts in this column relate to the Annual Performance Cash Bonuses, described above in the summary of compensation practices, earned by the Named Executive Officers in 2025 and 2024. Dr. Sidhu was hired in June 2025, and, as part of Dr. Sidhu's employment agreement, he was awarded a new-hire inducement grant of 600,000 non-qualified stock options, with an exercise price of $3.86.

  31. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth information for the named executive officers regarding the number of shares subject to both exercisable and unexercisable stock options as well as the exercise prices and expiration dates thereof, as of December 31, 2025. Except for the options set forth in the table below, no other equity awards were held by any of our named executive officers as of December 31, 2025.

  32. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | | Name | New Hire or Promotion- based Grant | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | | Mark Erlander | | 2,084 | — | 372.96 | 1/4/2026 | | | | 5,348 | — | 61.20 | 8/22/2027 | | | | 9,336 | — | 21.60 | 1/23/2028 | | | | 134,203 | — | 2.48 | 6/20/2029 | | | | 221,241 | — | 2.60 | 6/17/2030 | | | X | 435,072 | — | 7.98 | 6/10/2031 | | | | 346,995 | 23,133(2) | 2.50 | 3/9/2032 | | | | 331,419 | 150,645(3) | 1.72 | 3/15/2033 | | | | 223,125 | 286,875(4) | 3.51 | 3/7/2034 | | | | — | 758,400(5) | 3.58 | 3/11/2035 | | James Levine | X | 390,000 | — | 6.55 | 7/12/2031 | | | | 159,390 | 10,626(6) | 2.50 | 3/9/2032 | | | | 135,762 | 61,710(7) | 1.72 | 3/15/2033 | | | | 89,691 | 115,317(8) | 3.51 | 3/7/2034 | | | | — | 332,621(9) | 3.58 | 3/11/2035 | | Roger Sidhu | X | — | 600,000(10) | 3.86 | 6/16/2035 |

  33. Outstanding Equity Awards at Fiscal Year-End

    (1) For each executive officer, the shares listed in this table are subject to a single stock option award carrying the varying exercise prices as set forth herein. The option awards remain exercisable until they expire ten years from the date of grant, subject to earlier expiration following termination of employment. (2) 7,711 Stock Options will vest monthly through March 9, 2026. (3) 10,043 Stock Options will vest monthly through March 15, 2027. We project that 100,430 of the unexercisable Stock Options will forfeit on June 11, 2026 upon the conclusion of Dr. Erlander's consulting agreement. (4) 10,625 will vest monthly through March 7, 2028. We project that 223,125 of the unexercisable Stock Options will forfeit on June 11, 2026 upon the conclusion of Dr. Erlander's consulting agreement. (5) 189,600 Stock Options will vest on March 11, 2026, and 15,800 will vest monthly from April 11, 2026 through March 11, 2029. We project that 521,400 of the unexercisable Stock Options will forfeit on June 11, 2026 upon the conclusion of Dr. Erlander's consulting agreement (6) 3,542 Stock Options will vest monthly through March 9, 2026. (7) 4,114 Stock Options will vest monthly through March 15, 2027. 49,368 of the unexercisable Stock Options were forfeited on March 27, 2026, when Mr. Levine's severance agreement went into effect. (8) 4,271 will vest monthly through March 7, 2028. 102,504 of the unexercisable Stock Options were forfeited on March 27, 2026, when Mr. Levine's severance agreement went into effect. (9) 83,155 Stock Options will vest on March 11, 2026, and 6,930 will vest monthly from April 11, 2026 through March 11, 2029. 249,466 of the unexercisable Stock Options were forfeited on March 27, 2026, when Mr. Levine's severance agreement went into effect. (10) 150,000 Stock Options will vest on June 16, 2026, and 12,500 will vest monthly from July 16, 2026 through June 16, 2029

  34. Potential Payments Upon Termination or Change In Control

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

  35. Pay Versus Performance

    Pay Versus Performance The following table reports the compensation of our Principal Executive Officer ("PEO") and our other highest paid executive officers as reported in the Summary Compensation Table, as well as compensation actually paid ("CAP") for fiscal year 2025, 2024 and 2023:

  36. Pay Versus Performance

    | Year(1) | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)(3) | Net Loss ($ in thousands)(4) | | 2025 | 3,023,344 | 890,939 | 1,909,710 | 884,143 | 201 | (45,851) | | 2024 | 2,401,376 | 4,708,410 | 1,269,631 | 2,212,850 | 310 | (45,431) | | 2023 | 1,547,772 | 1,440,564 | 1,087,586 | 993,531 | 106 | (41,441) |

  37. Pay Versus Performance

    (1) Mr. Erlander served as our PEO during each year shown. The Non-PEO NEO's presented in the table during the respective years are as follows: • 2025: Roger Sidhu and James Levine • 2024: Fairooz Kabbinavar and James Levine • 2023: Fairooz Kabbinavar and James Levine (2) The Summary Compensation Table totals reported for the PEO and the average of the Other NEOs for each year were subject to the following adjustments per Item 402(v)(2)(iii) of Regulation S-K to calculate “compensation actually paid”:

  38. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | | | PEO ($) | Average for Other NEOs ($) | PEO ($) | Average for Other NEOs ($) | PEO ($) | Average for Other NEOs ($) | | Summary Compensation Table | 3,023,344 | 1,909,710 | 2,401,376 | 1,269,631 | 1,547,772 | 1,087,586 | | Adjustments | | | | | | | | Deduction for amounts reported under the “Stock Awards” and “Option Awards” columns of the Summary Compensation Table(i) | (2,266,106) | (1,457,075) | (1,471,762) | (591,614) | (672,978) | (438,573) | | Increase/(decrease) for the Inclusion of "Rule 402(v) Equity Values" (i) | 133,701 | 431,508 | 3,778,796 | 1,534,833 | 565,770 | 344,518 | | Compensation Actually Paid | 890,939 | 884,143 | 4,708,410 | 2,212,850 | 1,440,564 | 993,531 |

  39. Pay Versus Performance

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

  40. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | | “Inclusion of Rule 402(v) Equity Values” | PEO ($) | Average for Other NEOs ($) | PEO ($) | Average for Other NEOs ($) | PEO ($) | Average for Other NEOs ($) | | Add: Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 1,580,871 | 983,701 | 1,883,634 | 757,177 | 528,548 | 334,957 | | Add: Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | (811,591) | (262,939) | 1,120,775 | 505,406 | 12,311 | 620 | | Add: Awards that are granted and vest in the same year, the fair value as of the vesting date | — | — | — | — | — | — | | Change in Fair Value of Prior Years’ Equity Awards that Vested During the Year | (635,579) | (289,254) | 774,387 | 272,250 | 24,911 | 8,941 | | Subtract: Awards Granted in any prior fiscal year that failed to vest Change in Value of Prior Years’ Equity Awards that Forfeited During the Year | — | — | — | — | — | — | | Increase/(decrease) for the “Inclusion of Rule 402(v) Equity Values” (i) | 133,701 | 431,508 | 3,778,796 | 1,534,833 | 565,770 | 344,518 |

  41. Pay Versus Performance

    Total Stockholder Return measures the change in a $100 investment in our common stock based on the closing price on December 31, 2022 and the closing share price of our common stock at the end of each fiscal year shown. The dollar amounts reported represent the amount of net loss reflected in the Company’s audited financial statements for the applicable year. The charts below provide an illustration of the relationship between compensation actually paid and (i) TSR and (ii) net loss for the periods presented: