DEF 14A of Pliant Therapeutics, Inc., Apr 22, 2026

DEF 14A of Pliant Therapeutics, Inc.

Filed Apr 22, 2026 · FY20250001746473-26-000076

Open on EDGAR

  1. To be held June 11, 2026

    | | Page | | General Information | 1 | | Proposal No.1– Election of Class III Directors | 4 | | Corporate Governance | 9 | | Director Compensation | 17 | | Proposal No. 2 – To approve, by Non-Binding Advisory Vote, the Resolution Approving Named Executive Officer Compensation | 19 | | Executive Compensation | 20 | | Pay Versus Performance | 36 | | Certain Relationships and Related Party Transactions | 39 | | Principal Stockholders | 40 | | Proposal No. 3 - Ratification of the Appointment of Deloitte & Touche LLP as Pliant's Independent Registered Public Accounting Firm for the Year Ending December 31, 2026 | 43 | | Report of the Audit Committee | 44 | | Stockholders Proposals | 44 | | Other Matters | 45 |

  2. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS Our Board currently consists of ten members. In accordance with the terms of our certificate of incorporation and bylaws, our Board is divided into three classes, class I, class II and class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

  3. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    | •the class I directors are Hoyoung Huh, M.D., Ph.D., Darren Cline, M.B.A., and David Pyott, M.A., M.B.A., with current terms expiring at the Annual Meeting of Stockholders to be held in 2027; | | •the class II directors are John Curnutte, M.D., Ph.D., Katharine Knobil, M.D., and Thomas McCourt, with current terms expiring at the Annual Meeting of Stockholders to be held in 2028; and | | •the class III directors are Bernard Coulie, M.D., Ph.D., M.B.A., Gayle Crowell, Suzanne Bruhn, Ph.D., and Steve Krognes, M.B.A., with current terms expiring at the Annual Meeting. |

  4. PROPOSAL NO. 1 – ELECTION OF CLASS III DIRECTORS

    Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. Our Board has nominated each of Bernard Coulie, M.D., Ph.D., M.B.A., Gayle Crowell, and Steve Krognes, M.B.A. to stand for election as class III directors. Dr. Coulie and Ms. Crowell were previously elected by our stockholders. Mr. Krognes joined our Board in 2024, and was appointed following a search process in which nominees were identified by existing members of our Board and a third party search firm engaged by our Nominating and Corporate Governance Committee. The nominees are currently directors and have indicated a willingness to continue to serve as directors, if elected. If the nominees become unable or unwilling to serve, however, the proxies may be voted for a substitute nominee selected by our Board. Dr. Bruhn, currently a class III director, is retiring from the Board immediately following the Annual Meeting and will not stand for reelection at the Annual Meeting. Mr. Pyott, currently a class I director, and Dr. Knobil, currently a class II director, also plan to retire from the Board immediately following the Annual Meeting. We thank Dr. Bruhn, Mr. Pyott, and Dr. Knobil for their service and their many valuable contributions to the Board. With the shift in focus of the Company and the earlier stage of our pipeline candidates, following the Annual Meeting, the Board intends to reduce the Board size from ten to seven effective upon the departures of Dr. Bruhn, Mr. Pyott, and Dr. Knobil, and eliminate the vacancies in class I, class II, and class III resulting therefrom.

  5. Nominees for Election as Class III Directors

    Nominees for Election as Class III Directors The following table and narrative information identifies our nominees for class III directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 22, 2026.

  6. Nominees for Election as Class III Directors

    | Name | Principal Occupation | Director Since | Age | | Bernard Coulie, M.D., Ph.D., M.B.A. | President, Chief Executive Officer of the Company | 2016 | 60 | | Gayle Crowell | Previously Chief Executive Officer of Rightpoint Software | 2019 | 75 | | Steve Krognes, M.B.A. | Retired, previously Chief Financial Officer of Denali Therapeutics, Inc. | 2024 | 57 |

  7. Nominees for Election as Class III Directors

    Bernard Coulie, M.D., Ph.D., M.B.A., has served as our Chief Executive Officer and as a director since February 2016. Prior to joining Pliant, Dr. Coulie cofounded ActoGeniX N.V., a biopharmaceutical company, and held roles of increasing responsibility there, including as Vice President R&D, Chief Medical Officer, and Chief Executive Officer, from September 2006 until February 2015, when it was acquired by Intrexon Corporation. Prior to cofounding ActoGeniX, Dr. Coulie held various positions with increasing responsibilities in drug discovery and clinical development at Johnson & Johnson Pharmaceutical Research and Development Europe. Dr. Coulie previously served as a director of ActoGeniX from April 2010 until February 2015, Biogazelle N.V. from July 2015 until November 2018, Myoscience from June 2016 until March 2019. He also previously served as a director and Chairman of Calypso Biotech BV from February 2019 to January 2024 and director and Chairman of SQZ Biotechnologies Company, a publicly traded cell therapy biotechnology company from July 2021 to March 2024. Dr. Coulie is currently serving as a director and Chairman of Dualyx NV, a privately held biotechnology company based in Belgium; as a director and Chairman of Flindr Therapeutics B.V., a privately held precision oncology company based in the Netherlands; as a director and Chairman of RAGE Biotech Pty Ltd, a privately held chronic inflammatory disease company based in Australia; and as a member of the board of directors of Septerna, Inc., a publicly traded biotechnology company. He also serves as a director at the Charcot-Marie-Tooth Association, a patient advocacy organization dedicated to the development of new drugs to treat Charcot-Marie-Tooth disease. Dr. Coulie holds an M.D. and Ph.D. from the University of Leuven, Belgium and an M.B.A. from the Vlerick Management School, Leuven, Belgium. We believe that Dr. Coulie is qualified to serve on our board of directors based on our review of his experience and expertise in operations management and executive leadership at various biopharmaceutical companies. Gayle Crowell has served as a member of our board of directors since December 2019. Ms. Crowell has extensive director experience as a public and private board member, having served as a chairperson, lead director, or independent director for over twenty-five public and private corporations driving value creation at the highest level for customers, employees, and shareholders alike. In 2025, Ms. Crowell was recognized for her leadership and contributions to corporate governance in the National Association of Corporate Directors’ Directorship 100. In addition to serving on our Board, Ms. Crowell has served on the board of directors of Hercules Technology Growth Capital since February 4, 2019, and as Lead Director on the board of directors of Zamo Technologies, LLC d/a/b Fexa since August 2023. She previously served as Executive Chair on the board of directors of Centerbase, LLC from October 2022 to March 2026; as Executive Chair on the board of directors of Instinct Sciences, LLC from April 2022 to August 2025; as lead independent director of Yodlee, Inc. from March 2014 to November 2015; as a member of the Yodlee, Inc. board of directors from July 2002 until November 2015, when Yodlee, Inc. was acquired by Envestnet; as a member of the board of directors of Envestnet, Inc. from March 2016 to November 2024; as Lead Director of GTreasury SS, LLC from April 2021 to July 2023; as a director of Dude Solutions, Inc. (now known as Brightly Software, Inc.) from March 2014 to June 2019; and as a director of MecuryGate International from August 2014 to August 2018. Previously, Ms. Crowell served as an operational business consultant for Warburg Pincus LLC, a private equity firm, from June 2001 to January 2019, and as the Chief Executive Officer of RightPoint Software from 1998 to 2000 when it was acquired by E.piphany, Inc., a developer of customer relationship management software. From January 2000 to June 2001, Ms. Crowell served as President and as a member of the board of directors of E.piphany. Ms. Crowell received an undergraduate degree in education from the University of Nevada at Reno. We believe Ms. Crowell is qualified to serve on our board of directors based on her extensive leadership experience as a board member and senior executive of other private and public companies. Steve Krognes, M.B.A., has served as a member of our board of directors since June 2024. He was Chief Financial Officer and Treasurer of Denali Therapeutics Inc. from October 2015 until April 2022. Mr. Krognes also served as Chief Financial Officer and a member of the Executive Committee of Genentech, Inc. from April 2009 to September 2015. Mr. Krognes also oversaw Genentech’s Site Services organization between 2011 and 2015, and Genentech’s IT organization between 2009 and 2011. He chaired the Genentech Access to Care Foundation between 2009 and 2015. From January 2004 to April 2009, Mr. Krognes served as Head of Mergers & Acquisitions and a member of the Finance Executive Committee at Roche Holding AG, a Swiss biotechnology company. From July 2002 to December 2003, Mr. Krognes served as Director of M&A at Danske Bank A/S, an international bank based in Norway. Mr. Krognes has served on the boards of directors of public companies Denali Therapeutics since May 2022, Guardant Health, Inc. since July 2022 and argenx SE since February 2023. He has also served on the board of directors of ClavystBio, a privately held company based in Singapore, since September 2023, and Alveus Therapeutics, a privately held company based in the U.S. and Denmark, since March 2026. Mr. Krognes previously served on the boards of Gritstone bio from July 2018 to June 2024, Corvus Pharmaceuticals, Inc. from March 2016 to June 2021, and RLS Global AB from January 2015 to January 2023. Mr. Krognes also served as a board member of the California Life Science Association from 2010 to 2015 and California Academy of Sciences from 2014 to 2018. He received his M.B.A. from Harvard Business School and his B.S. in Economics from The Wharton School of the University of Pennsylvania. We believe Mr. Krognes is qualified to serve on our board of directors due to his extensive experience as a senior finance executive, including as Chief Financial Officer of both Genentech and Denali. The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our board of directors may designate. The board of directors recommends voting “FOR” the election of Bernard Coulie, M.D., Ph.D., M.B.A., Gayle Crowell, and Steve Krognes, M.B.A. as the class III directors, each to serve for a three-year term ending at the Annual Meeting of Stockholders to be held in 2029 and until their respective successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal.

  8. Directors Continuing in Office

    Directors Continuing in Office The following table and narrative information identifies our directors continuing in office after the Annual Meeting, and sets forth their principal occupation and business experience during the last five years and their ages as of April 22, 2026.

  9. Directors Continuing in Office

    | Name | Principal Occupation | Director Since | Class and Year in Which Term Will Expire | Age | | Hoyoung Huh, M.D., Ph.D. | Retired, previously Chief Executive Officer and founder of Peak Bio Inc. (f/k/a pH Pharma Inc.) | 2017 | Class I—2027 | 56 | | Darren Cline, M.B.A. | Chief Commercial Officer of Xenon Pharmaceuticals Inc. | 2023 | Class I—2027 | 61 | | John Curnutte, M.D., Ph.D. | Retired, previously Executive Vice President of Research and Development at Portola Pharmaceuticals, Inc. | 2017 | Class II—2028 | 74 | | Thomas McCourt | Chief Executive Officer of Ironwood Pharmaceuticals, Inc. | 2023 | Class II—2028 | 68 |

  10. Class I Directors (Terms Expire at 2027 Annual Meeting of Stockholders)

    Class I Directors (Terms Expire at 2027 Annual Meeting of Stockholders) Hoyoung Huh, M.D., Ph.D., has served as Chairman of our board of directors since December 2017. He is the founder of Peak Bio Inc. (f/k/a pH Pharma Inc.) where he has held positions of Chief Executive Officer and Board Chairman since founding pH Pharma in 2015. He served as a member of the board of directors until its merger in November 2024 with Akari Therapeutics, Plc, where he now serves as Chairman of the board of directors. Dr. Huh is also the founder of Healthcare & Humanity Foundation. Dr. Huh was a Managing Director of Konus Advisory Group, Inc. from January 2012 to September 2014. Prior to founding Konus Advisory Group, Inc., Dr. Huh was Chief Executive Officer and Chairman of the board of directors of BiPar Sciences, Inc. from February 2008 until December 2010. In addition, Dr. Huh has been involved in the formation, management and board positions of multiple biotechnology and innovation-based companies. He previously served as the Chairman of the board of directors of Geron Corporation from September 2011 to December 2018, and CytomX Therapeutics, Inc. from February 2012 to December 2018, a member of the board of directors of Rezolute, Inc. (f/k/a AntriaBio, Inc.) from 2013 to January 2019, the Chairman of the board of directors of Epizyme, Inc. from October 2009 to February 2012, and as a member of the board of directors of Facet Biotech Corporation, Nektar Therapeutics, Addex Therapeutics Ltd. and EOS, S.p.A (Milano, Italy). Earlier in his career, Dr. Huh was a partner at McKinsey & Company. He holds an A.B. in Biochemistry from Dartmouth College, an M.D. from Cornell University Medical College and a Ph.D. in Cell Biology and Genetics from Cornell University Sloan Kettering Institute. We believe Dr. Huh is qualified to serve on our board of directors based on his significant leadership experience in and familiarity with the biopharmaceutical industry. Darren Cline, M.B.A., has served as a member of our board of directors since March 2023. Mr. Cline currently serves as Chief Commercial Officer at Xenon Pharmaceuticals, a clinical stage company. Before joining Xenon, Mr. Cline was President and Chief Executive Officer of Epygenix Therapeutics, Inc., a biopharmaceutical company, where he served from March 2022 to March 2023. Prior to this, he served as the U.S. Chief Commercial Officer and member of the executive committee for Greenwich Biosciences, Inc., the U.S. subsidiary of GW Pharmaceuticals PLC, a British pharmaceutics company, from April 2019 through December 2021. Between October 2010 and March 2019, Mr. Cline served as Executive Vice President, Commercial at Seattle Genetics, Inc., a biotechnology company, where he oversaw all marketing, sales, and managed markets. Prior to Seattle Genetics, between October 2006 and October 2009, Mr. Cline was at Alexion Pharmaceuticals, Inc., where he was part of the commercial leadership team. In addition to Pliant, Mr. Cline also serves on the board of Pyxis Oncology, Inc., a publicly traded company. He previously served as a member of the board of Impel Pharmaceuticals Inc. from April 2023 to April 2024. Mr. Cline received his undergraduate degree from San Diego State University and his M.B.A. from Pepperdine University. We believe Mr. Cline is qualified to serve on our board of directors due to his extensive biopharmaceutical commercial and leadership experience.

  11. Class II Directors (Terms Expire at 2028 Annual Meeting of Stockholders)

    Class II Directors (Terms Expire at 2028 Annual Meeting of Stockholders) John Curnutte, M.D., Ph.D., has served as a member of our board of directors since August 2017. From February 2011 through his retirement in May 2019, Dr. Curnutte served as Executive Vice President of Research and Development at Portola Pharmaceuticals, Inc., a biopharmaceutical company developing product candidates for thrombosis and other hematologic diseases. He remains a consultant to Portola/Alexion/AstraZeneca. Prior to that, Dr. Curnutte served as the Chief Executive Officer of 3-V Biosciences, Inc., a biotechnology company. Earlier in his career, he served as a President of Schering-Plough Corporation and previously held several senior management positions at Genentech, Inc., a biotechnology company. Prior to Genentech, Dr. Curnutte was a tenured faculty member at The Scripps Research Institute, pursuing basic and clinical research in inflammation biochemistry and the molecular genetics of congenital immune deficiencies. He was an adjunct clinical professor of pediatrics at Stanford University School of Medicine and a member of the medical staff from 1993 to 2013. From May 2015 to June 2016, Dr. Curnutte served as a member of the board of directors of Diadexus, Inc., a cardiovascular diagnostics company, and from August 2019 to January 2024, he served as a member of the board of directors of Orchard Therapeutics plc, a company focused on hematopoietic stem cell gene therapy, until its acquisition by Kyowa Kirin Co., Ltd in January 2024. Dr. Curnutte holds an A.B. in Biochemistry and Molecular Biology from Harvard University and an M.D. and a Ph.D. in Biological Chemistry from Harvard Medical School. We believe Dr. Curnutte is qualified to serve on our board of directors based on his extensive experience in the biopharmaceutical industry, including his operational experience in drug discovery and development. Thomas McCourt has served as a member of our board of directors since March 2023. Mr. McCourt currently serves as Chief Executive Officer and member of the board of directors of Ironwood Pharmaceuticals, Inc., a biopharmaceutical company focused on gastrointestinal therapies, where he has served since June 2021. Mr. McCourt had previously served as President and Interim Chief Executive Officer of Ironwood from March 2021 to June 2021 and as President from April 2019 to June 2021. Prior to April 2019, Mr. McCourt served as Ironwood’s Senior Vice President of marketing and sales and Chief Commercial Officer since joining Ironwood in 2009. Prior to joining Ironwood, Mr. McCourt led the U.S. brand team for denosumab at Amgen Inc. from 2008 to 2009. Prior to that, Mr. McCourt was with Novartis AG from 2001 to 2008, where he held a number of senior commercial roles, including Vice President of strategic marketing and operations. Mr. McCourt was also part of the founding team at Astra-Merck Inc., leading the development of the medical affairs and science liaison group and then serving as brand manager. Mr. McCourt serves on the board of trustees for the American Society of Gastrointestinal Endoscopy. Mr. McCourt previously served on the board of directors of Acceleron Pharma Inc. prior to its acquisition by Merck in November 2021. Mr. McCourt received a B.S. in Pharmacy from the University of Wisconsin. We believe Mr. McCourt is qualified to serve on our board of directors due to his extensive biopharmaceutical commercial and leadership experience.

  12. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table provides information regarding the total compensation that was earned by or paid to each of our non-employee directors during the fiscal year ended December 31, 2025. Dr. Coulie, who is our President and Chief Executive Officer, did not receive any additional compensation for his service as a director. The compensation received by Dr. Coulie, as our President and Chief Executive Officer, is presented in “Executive Compensation—2025 Summary Compensation Table.”

  13. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($)(1) | Total ($) | | Suzanne Bruhn, Ph.D.(2) | 52,500 | 35,100 | 87,600 | | Gayle Crowell (3) | 60,000 | 35,100 | 95,100 | | John Curnutte, M.D., Ph.D.(4) | 47,500 | 35,100 | 82,600 | | Darren Cline, M.B.A.(5) | 55,000 | 35,100 | 90,100 | | Thomas McCourt(6) | 55,000 | 35,100 | 90,100 | | Hoyoung Huh, M.D., Ph.D.(7) | 77,500 | 35,100 | 112,600 | | Katharine Knobil, M.D.(8) | 60,000 | 35,100 | 95,100 | | Steve Krognes M.B.A.(9) | 60,000 | 35,100 | 95,100 | | David Pyott, M.A., M.B.A.(10) | 55,000 | 35,100 | 90,100 | | Smital Shah, M.B.A(11) | 21,566 | — | 21,566 |

  14. DIRECTOR COMPENSATION

    (1)The amounts reported represent the aggregate grant date fair value of the stock option awards granted to the non-employee directors in the fiscal year ended December 31, 2025, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in note 11 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock option awards and may not correspond to the actual economic value that may be received by the non-employee directors upon the exercise of the stock option awards or any sale of the underlying shares of common stock. (2)As of December 31, 2025, Dr. Bruhn held options to purchase 120,112 shares of our common stock. (3)As of December 31, 2025, Ms. Crowell held options to purchase 124,224 shares of our common stock. (4)As of December 31, 2025, Dr. Curnutte held options to purchase 120,118 shares of our common stock. (5)As of December 31, 2025, Mr. Cline held options to purchase 92,764 shares of our common stock. (6)As of December 31, 2025, Mr. McCourt held options to purchase 92,764 shares of our common stock. (7)As of December 31, 2025, Dr. Huh held options to purchase 99,050 shares of our common stock. (8)As of December 31, 2025, Dr. Knobil held options to purchase 100,764 shares of our common stock. (9)As of December 31, 2025, Mr. Krognes held options to purchase 83,528 shares of our common stock. (10)As of December 31, 2025, Mr. Pyott held options to purchase 125,623 shares of our common stock. (11)Ms. Shah retired from the Board following the 2025 Annual Meeting held on June 5, 2025. Fees paid in cash to Ms. Shah were pro-rated to reflect partial year of service during 2025. As of December 31, 2025, Ms. Shah held options to purchase 108,531 shares of our common stock. The exercise period to purchase these shares of our common stock expires June 5, 2026.

  15. Non-Employee Director Compensation Policy

    Non-Employee Director Compensation Policy In December 2024 and again in March 2025, our Board adopted an amended and restated non-employee director compensation policy which governed director compensation for 2025. The policy was designed to enable us to attract and retain, on a long-term basis, highly qualified non-employee directors. Under the amended and restated policy adopted in December 2024 and in effect after January 1, 2025, our non-employee directors were eligible to receive cash retainers (which will be prorated for partial years of service) as set forth below:

  16. Non-Employee Director Compensation Policy

    | Annual Retainer for Board Membership | | | Annual service on the Board | $40,000 | | Additional retainer for annual service as non-executive chairperson or lead director of the Board | $30,000 | | Additional Annual Retainer for Committee Membership | | | Annual service as audit committee chairperson | $20,000 | | Annual service as member of the audit committee (other than chair) | $10,000 | | Annual service as compensation committee chairperson | $15,000 | | Annual service as member of the compensation committee (other than chair) | $7,500 | | Annual service as nominating and corporate governance committee chairperson | $10,000 | | Annual service as member of the nominating and corporate governance committee (other than chair) | $5,000 | | Annual service as research and development committee chairperson | $15,000 | | Annual service as member of the research and development committee (other than chair) | $7,500 |

  17. Non-Employee Director Compensation Policy

    In addition, on March 27, 2025, the Board updated the equity retainer portion of the policy in regard to determining the amount of stock options granted to new and continuing directors. Our policy provides that, upon initial election or appointment to our Board, each new non-employee director receives an initial, one-time grant of a non-statutory stock option to purchase shares of our common stock. Prior to March 27, 2025, the grant consisted of the number of options that would result in an aggregate grant date value of $500,000, based on the average closing market price calculated over a trailing 30 day period with an exercise price per share equal to the closing price of a share of our common stock on the date of grant. Under the updated policy, the grant will consist of the lesser of the number of options that would result in an aggregate grant date value of $500,000, based on the average closing market price calculated over a trailing 30-day period, or 60,000 options (the “Director Initial Grant”) with an exercise price per share equal to the closing price of a share of our common stock on the date of grant. The Director Initial Grant will vest in substantially equal monthly installments over three years beginning on the grant date. Moreover, on the date of our annual meeting of stockholders, each non-employee director who continues as a member of the Board following such annual meeting of stockholders will receive an annual grant of a non-statutory stock option to purchase shares of our common stock. Prior to March 27, 2025, the grant consisted of the number of options that would result in an aggregate grant date value of $250,000, based on the average closing market price calculated over a trailing 30-day period on the date of such annual meeting with an exercise price per share equal to the closing price of a share of our common stock on the date of grant. Under the updated policy, the grant will consist of the lesser of the number of options that would result in an aggregate grant date value of $250,000, based on the average closing market price calculated over a trailing 30-day period on the date of such annual meeting, or 30,000 options (the “Director Annual Grant”) with an exercise price per share equal to the closing price of a share of our common stock on the date of grant. 25% of the Director Annual Grant will vest on the first day of each calendar quarter following the grant date for three calendar quarters and the remaining 25% of the Director Annual Grant will vest on the earlier of (i) the one-year anniversary of the grant date or (ii) the next annual meeting of stockholders. The updated policy also adds that a new non-employee director appointed outside of an annual meeting will receive a pro-rated Director Annual Grant based on the number of days he or she serves as a non-employee director prior to our next annual meeting. The Director Initial Grant and Director Annual Grant (including any pro-rated portions) are subject to full acceleration of vesting upon the sale of our company and will cease vesting if the director resigns from our Board or otherwise ceases to serve as a director, unless the Board determines that the circumstances warrant continuation of vesting. The aggregate amount of compensation, including both equity compensation and cash compensation, paid to any non-employee director in a calendar year period will not exceed $1,000,000 in the first calendar year such individual became a non-employee director and $750,000 in any other calendar year (with the value of equity compensation based on the grant date fair value thereof). We will reimburse all reasonable out-of-pocket expenses incurred by directors for their attendance at meetings of our Board or any committee thereof.

  18. Executive Compensation Philosophy

    | 2025 Pay Elements | | | | | | | Base Salary | Annual Cash Incentive Awards | Equity Awards | | | Who Receives | All Named Executive Officers | | | | | When Granted | Annually | | | | | Form of Delivery | Cash | | Stock options | Restricted stock units ("RSUs") | | Type of Performance | Short term emphasis | | Long-term emphasis | Long-term emphasis | | Performance/Vesting Period | N/A | 1 year | 4 year time-vesting | 3 year time-vesting | | How Payout Determined | Compensation Committee determination, considering performance, peer compensation levels, experience, and impact of individual executives | Based on established corporate objectives, as well as individual performance 2025 performance measures are described below | Based upon stock price appreciation between grant and exercise | Based upon stock price at vesting | | Rationale for Inclusion | Provides financial stability and security in the form of a fixed amount for performing job responsibilities | Motivates and rewards for attaining the 2025 Company goals and objectives (described in the "Annual Cash Incentives" section of this overview) as well as individual performance goals | Motivates and rewards for long-term performance as well as aligns interests with stockholder interests and changes in stockholder value over the long-term | |

  19. Guidance from Independent Compensation Consultant

    Guidance from Independent Compensation Consultant The Compensation Committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies. The Compensation Committee engaged Pearl Meyer to provide services related to the review of any 2025 compensation adjustments including a review of peer group compensation data, awards under our equity incentive program, the setting of performance goals in our annual incentive plan, an analysis of the relationship between our pay and performance relative to peers, trends in tax and regulatory developments with respect to executive compensation, our compensation peer group, and our non-employee director compensation program. Beginning in September 2025, the Compensation Committee retained Alpine Rewards, an independent compensation consulting firm supporting Life Sciences and Technology companies, to succeed Pearl Meyer as its external compensation consultant and to advise on compensation matters, including setting 2026 compensation and those services and matters listed above. Neither Pearl Meyer nor Alpine Rewards provided any other services to us. Pearl Meyer was retained by and reported to the Compensation Committee and, at the request of the Compensation Committee, participated in Compensation Committee meetings. Similarly, Alpine Rewards is retained by and reports to the Compensation Committee and, at the request of the Compensation Committee, participates in Compensation Committee meetings. Based on consideration of the various factors set forth in applicable Nasdaq and SEC rules, the Compensation Committee does not believe that its relationship with either Pearl Meyer or Alpine Rewards or either firm's work on behalf of the Compensation Committee has raised any conflicts of interest.

  20. Use of Peer Group

    Use of Peer Group The Compensation Committee believes that compensation decisions are complex and require a deliberate review of our performance, peer compensation levels, experience and impact of individual executives, and individual performance. When evaluating total target compensation, the Compensation Committee generally considers the 50th percentile to be market competitive. In addition, when delivering compensation in excess of the 50th percentile of the market data, the Compensation Committee has generally elected to deliver such increases in the form of long-term incentives to align the executive officer's interests with stockholders through the risks and rewards of equity ownership and to further support the execution of our long-term strategy. Although the Compensation Committee considers the 50th percentile to be market competitive, the Compensation Committee may set compensation above or below the 50th percentile when warranted based on performance or other qualitative factors. The factors that might influence the amount of compensation awarded include market competition for a particular position, the strategic importance of the position, requirements of the position relative to benchmark norms, retention considerations, an individual's performance, possession of a unique skill or knowledge set, proven leadership capabilities, and internal pay equity. To obtain a broad view of competitive practices, the Compensation Committee reviews market data for peer group companies. The Compensation Committee believes that our executive compensation peer group should reflect the markets in which we compete for business, executive talent and capital. In September 2024, the Compensation Committee, with the guidance of Pearl Meyer, selected companies based on the following peer selection criteria to inform 2025 compensation decisions: •Industry: Public U.S. Pre-Commercial Biopharma Organizations •Similar Company Profile: Predominantly in Phase 2 and Phase 3 Clinical Trials, with a focus on fibrotic disease and small molecule therapeutics when possible. At the time of the selection, we had initiated BEACON-IPF, an adaptive Phase 2b/3 trial. •Market Capitalization: $300 million to $3 billion. This range is about 0.33x to 3x our 30-day average trailing market capitalization at the time of approximately $790 million. •Number of employees: 75-300 full time employees. At the time of selection, we had 166 full-time employees. •Prioritization of companies located in biotech talent hubs such as Massachusetts and California. The Compensation Committee approved the peer group of companies set forth below to evaluate 2025 executive compensation decisions. For 2025, as a result of continuing market volatility in the biotech industry, Pearl Meyer recommended, and our Compensation Committee approved, a number of changes to the peer group that was used to evaluate 2024 compensation, including the following: (i) the removal of Iovance Biotherapeutics, RAPT Therapeutics, Tarsus Pharmaceuticals and Ventyx Bioscience due to market capitalization falling below selection criteria or becoming commercial stage companies; (ii) the removal of Inhibrix and Morphic due to acquisition; and (iii) the addition of Alector, Disc Medicine, IGM Biosciences, iTeos Therapeutics, Olema Pharmaceuticals and Structure Therapeutics due to comparability in terms of market capitalization, company profile and/or geographic considerations. 1. 4D Molecular Therapeutics 2. Akero Therapeutics 3. Alector 4. Arcturus Therapeutics 5. Crinetics Pharmaceuticals 6. Day One Biopharmaceuticals 7. Disc Medicine 8. Erasca 9. IDEAYA Biosciences 10. IGM Biosciences 11. iTeos Therapeutics 12. KalVista Pharmaceuticals 13. Keros Therapeutics 14. Kura Oncology 15. Kymera Therapeutics 16. Olema Pharmaceuticals 17. Protagonist Therapeutics 18. Replimune Group 19. Rocket Pharmaceuticals 20. Scholar Rock 21.Structure Therapeutics, Inc. 22. Viridian Therapeutics

  21. Consideration of Prior Say-on-Pay Results and Compensation Changes Implemented

    | Compensation Factor | Feedback Received and Analysis | Company Response | | Cash Incentive Disclosure | In 2025, some stockholder expressed that if the annual cash incentive plan was determined by program-based metrics, then more clarity is preferred around the performance goals, including sub-goals and individual components | Enhanced disclosure on the annual cash incentive plan including additional and expanded disclosure regarding the 2025 performance goals and sub-goals and Company and individual achievement. | | Alignment Between Management and Stockholders' Interest | Previously, while stockholders generally acknowledged that performance-based RSUs ("PSUs") may not have been an appropriate equity vehicle in 2024, they wanted to better understand how the Compensation Committee determined the mix of equity awards and its process with respect to granting equity compensation. | Enhanced disclosure regarding how the Compensation Committee utilizes competitive data and approaches equity compensation. Specifically, this included expanded disclosure regarding how the Compensation Committee evaluates each type of equity award, and its determination that stock options, and to a lesser extent, RSUs have a performance-based component, because as a pre-commercial biotech company, the performance of our stock is expected to generally track with the achievement of key business objectives. The Compensation Committee will continue to assess the equity mix over time and, as our business evolves, ensure alignment with market best practices for our industry and support our business priorities and talent retention objectives. |

  22. Consideration of Prior Say-on-Pay Results and Compensation Changes Implemented

    | Equity Award Sizing | Some stockholders previously expressed concern regarding the sizing of the 2023 annual equity grants and a perceived pay for performance disconnect based on our total shareholder return ("TSR") for the year. | While the Compensation Committee intends to continue its historical practice of using the 30-day average stock price to size the grants, in recognition of the potential impact of the stock price on the grant date fair value, the Compensation Committee adopted a policy in September 2024 on equity grant timing to, among, other things, require the equity grant size and/or vehicle mix to be re-assessed and refreshed if the 30-day average stock price preceding the grant date is trending +/- 20% from the 30-day average stock price used to size the grants. This policy is described in more detail in the section entitled "Policies and Practices Related to the Grant of Equity Awards" section of this Proxy Statement. This policy continued to apply during 2025. | | Equity Award Sizing | Some stockholders previously expressed concern regarding setting equity compensation awards in relation to the 50th to 75th percentiles of the competitive market. | We have continued to include enhanced disclosure to clarify how the Compensation Committee utilizes competitive data, including clarification regarding the goal of aligning around the 50th percentile, with adjustments from that competitive positioning based on our performance, peer compensation levels, experience and impact of individual executives, and individual performance. Moreover, it is our practice that, when compensation is delivered in excess of the 50th percentile, the Compensation Committee seeks to deliver such compensation in the form of long-term incentives to align the executive officer's interests with stockholders through the risks and rewards of equity ownership and to further support the execution of our long-term strategy. |

  23. Base Salary

    Base Salary Base salaries are benchmarked against our peer group and intended to provide a level of compensation sufficient to attract and retain an effective management team in the highly competitive biotechnology talent market, when considered in combination with the other components of our executive compensation program. The relative levels of base salary for our Named Executive Officers are designed to reflect each executive officer’s scope of responsibility and accountability and are adjusted annually after reviewing market data and individual performance. The table below sets forth the 2024 and 2025 base salary level for each of our Named Executive Officers:

  24. Base Salary

    (1) Dr. Lefebvre's employment was terminated effective December 15, 2025 and he received a pro-rated 2025 annual base salary. The Compensation Committee approved a 6.4% increase to Dr. Coulie's base salary for 2025. This increase included a market adjustment to move his base salary in line with our peer group median. The Compensation Committee also approved an 8% increase to Ms. Kuo's base salary for 2025 based on her strong leadership of the clinical operations team and its achievements with BEACON-IPF Phase 2b clinical trial site activations and patient enrollment in 2024 as well as to account for a market adjustment to more closely align her base salary to our peer group median. The increases to Drs. Cummings and Lefebvre's base salaries for 2025 were for cost of living adjustments.

  25. Annual Cash Incentives

    Annual Cash Incentives During 2025, we provided our senior leadership team with annual cash incentive compensation through our cash bonus plan. Cash incentives hold executives accountable, reward the executives based on actual business results, and help create a “pay for performance” culture. In general, our cash bonus plan provides cash incentive award opportunities for the achievement of performance goals established by the Compensation Committee at the beginning of the fiscal year. Payouts to participants vary based on performance as compared to the target performance goals recommended by the Compensation Committee and approved by the Board, with such modifications as the Board determines to be appropriate. The Compensation Committee also retains discretion to adjust payouts for any factors it deems appropriate but did not use any positive discretion for the determination of 2025 payouts. For 2025, the target bonus opportunities for Dr. Coulie and our other Named Executive Officers under the cash bonus plan were unchanged from 2024, at 60% and 40%, respectively. The Compensation Committee undertakes a rigorous review and analysis to establish performance goals under the cash bonus plan, with the performance goals linked to our operating strategy and key measures of our success in executing against our strategic operating plan. In December 2024, the Compensation Committee recommended, and the Board adopted, performance goals relating to program-related metrics (weighted 60% of the bonus pool for clinical, program and regulatory metrics tied to our bexotegrast-related programs), research-related metrics (weighted 10% of the bonus pool), and financial and operational metrics (weighted 30% of the bonus pool for financial, operational and workforce metrics, with an ability to increase to 40% based on a stretch goal), as set forth in the table below. In addition, the 2025 program included a sub-metric stretch goal under the financial and operational metrics that provided the opportunity to add an additional 10% to the bonus pool in the aggregate, which was partially achieved. The goals were designed to be challenging, but achievable with the coordinated, cross-functional focus and effort by the executive team.

  26. Annual Cash Incentives

    | 2025 Goals | Weighting | Achievement | | Program Goals | | | | BEACON-IPF Phase 2b enrollment completion by first quarter and Phase 3 enrollment 80% completed by end of year | 25% | 0% | | Phase 2b-PFF: first patient in by third quarter | 15% | 0% | | Bexotegrast NDA readiness: overall 34% of five Modules completed by end of year 2025 | 10% | 0% | | Finalize nitrosamine control strategy for drug substance and drug product processes, in order to provide GMP materials for clinical study | 10% | 10% | | Subtotal: | 60% | 10% | | Research | | | | Demonstrate in vivo efficacy of any integrin-targeted small molecule drug conjugate by end of the year | 10% | 10% | | Subtotal: | 10% | 10% | | Finance and Operational Metrics | | | | Operate at less than 110% of budgeted expenditure by end of the year | 25% | 25% | | Execute a 3-year business plan, including a development and financing plan that yields 18 month of cash runway past year end 2025 by end of the year | | | | Completion of a stretch goal supporting value creation by end of the year | +10% | +5% | | Cultivate an environment that elevates behaviors and performance consistent with Pliant's values and culture: Meet the threshold engagement score across Pliant | 5% | 0% | | Subtotal: | 30% (40% with stretch goal) | 30% | | Total: | 100% (110% with stretch goal) | 50% |

  27. Annual Cash Incentives

    On March 3, 2025, we announced that, following a prespecified data review and recommendation by the BEACON-IPF independent Data and Safety Monitoring Board, as well as a secondary review and recommendation by an outside expert panel, we had discontinued our Phase 2b trial which resulted in three of the program goals not being achieved. Moreover, due to a reduction in force and with 2025 being a time of pivotal transition within Pliant, we did not release an employee engagement survey which in turn resulted in one of the operational goals not being achieved. Based on our performance, the Compensation Committee approved a 50% bonus pool funding with respect to the 2025 cash bonus plan, with the ability to differentiate payouts on an individual basis based on a qualitative assessment of individual performance. The Compensation Committee believes that it is important to tie a portion of the annual cash incentives to pre-established individual objectives to allow the Compensation Committee to evaluate and recognize each Named Executive Officer's individual performance in his or her area of responsibility and contributions to the overall performance of the Company. Accordingly, for 2025, the annual cash incentives for the Named Executive Officers other than our President and Chief Executive Officer also included an individual performance component. Given his role in leading the Company, the Compensation Committee determined the annual cash incentive for our President and Chief Executive Officer for 2025 should be based exclusively on corporate performance. The individual objectives vary by participant with performance across all objectives being evaluated qualitatively in the aggregate. Our President and Chief Executive Officer annually evaluates the performance of each Named Executive Officer against his pre-established objectives and makes recommendations to the Compensation Committee regarding the individual performance component under the annual cash incentive program based on such evaluation. The 2025 individual objectives applicable to the Named Executive Officers other than our President and Chief Executive Officer were aligned with our strategic operating plan and tailored to their functional areas of responsibility and generally fell within the performance categories of financial, strategic, program, clinical, operational, and organizational goals and included, in some cases, a number of sub-goals within each category. The individual objectives are intended to be challenging, but achievable. For 2025, each participant's performance against such objectives was determined holistically based on a retrospective consideration of each individual's performance. Based on their respective performance in 2025, the Compensation Committee approved individual performance achievement modifiers of 100% for Dr. Cummings for his successful implementation of significant cost-cutting measures to extend our cash runway and 110% for Ms. Kuo for her leadership in overseeing the discontinuation and closeout of the BEACON-IPF Phase 2b trial and the start up of the Phase 1b indication expansion trial for PLN-101095 in 2026. The table below sets forth the target bonus opportunities for each of the Named Executive Officers (each expressed as a percentage of base salary and in dollars), as well as the actual bonus payment amount:

  28. Annual Cash Incentives

    | Named Executive Officer | Target Bonus (%) | Target Bonus ($) | Actual Payment ($) | | Bernard Coulie, M.D., Ph.D., M.B.A. | 60 | 409,200 | 204,600 | | Keith Cummings, M.D., M.B.A. | 40 | 201,550 | 100,775 | | Minnie Kuo | 40 | 188,278 | 103,553 | | Éric Lefebvre, M.D. (1) | 40 | 215,617 | — |

  29. Annual Cash Incentives

    (1) Dr. Lefebvre's employment was terminated effective December 15, 2025 and he did not receive a 2025 bonus payment.

  30. Retention Award

    Retention Award In 2025, we also executed Retention Agreements with our senior leadership team, apart from Dr. Coulie, consisting of a one-time cash retention award subject to their continued employment in good standing through December 31, 2025. The award was in an amount equal to their respective target bonus for 2025. Dr. Cummings and Ms. Kuo earned the cash retention award as they continued to be employed by the Company and in good standing through December 31, 2025. Dr. Lefebvre earned the cash retention award, despite his termination being effective on December 15, 2025, as his termination was due to a reduction in force and he executed a Separation Agreement and General Release of Claims within the allotted time under his retention agreement. The table below sets forth the target bonus opportunities for each of the Named Executive Officers and retention award amount:

  31. Retention Award

    | Named Executive Officer | 2025 Annual Base Salary ($) | Target Bonus (%) | Retention Award Amount ($) | | Keith Cummings, M.D., M.B.A. | 503,876 | 40 | 201,550 | | Minnie Kuo | 470,696 | 40 | 188,278 | | Éric Lefebvre, M.D. | 539,043 | 40 | 215,617 |

  32. Equity Incentive Program

    Equity Incentive Program To further align the interests of our executive officers with the interests of our stockholders and to further focus our executive officers on our long-term performance, a significant percentage of the target annual compensation delivered to our Named Executive Officers is in the form of equity-based compensation. For 2025, our long-term incentive program was delivered entirely at-risk as the value of the awards fluctuates based on our stock price performance. Utilizing an industry-standard 50-50 split between stock options and RSUs using a blended approach of equity value and grant size as a percent of company with RSUs converted from stock options on a 2:1 basis, two-thirds of the annual long-term incentive awards was delivered in the form of equity through stock options and one-third through RSUs. Our long-term incentive program is structured to balance the objectives of performance alignment and executive retention. Stock options are intended to serve as a performance-based incentive, as they deliver value to participants only when our stock price appreciates, thereby directly linking executive rewards to the creation of long-term stockholder value. RSUs complement this design by supporting our retention goals through market-competitive, service-based awards that promote continued executive engagement while maintaining alignment with stockholders through delivery of our stock. Together, these equity vehicles provide a balanced approach that reinforces both our pay-for-performance philosophy and our commitment to retaining key leadership talent. In determining the mix of the 2025 long-term incentive program, the Compensation Committee determined that stock options, and to a lesser extent, RSUs have a performance-based component, because as a pre-commercial biotech company, the performance of our stock is expected to generally track with the achievement of key business objectives. The Compensation Committee will continue to assess the equity mix over time and, as our business evolves, ensure alignment with market best practices for our industry and support our business priorities and talent retention objectives. The 2025 equity grants were determined based on individual performance in 2024, input from the Compensation Committee's independent compensation consultant, and the Compensation Committee's review of the public company market data of Named Executive Officers at peer companies. In addition to these factors, the Compensation Committee also considers burn rate and dilution of our outstanding shares when making equity grants. Based on input from the Compensation Committee's independent compensation consultant as well as the grant practices of our peers, in 2025, the Compensation Committee awarded the following stock option and RSU grants to the Named Executive Officers, with the stock options vesting in 48 monthly installments and the RSUs vesting annually over a three year period, both subject to the recipient’s continued service through each vesting date:

  33. Equity Incentive Program

    | Named Executive Officer | Stock Options (#) | RSU (#) | | Bernard Coulie, M.D., Ph.D., M.BA. | 325,000 | 162,500 | | Keith Cummings, M.D., M.B.A. | 113,300 | 56,650 | | Minnie Kuo | 55,200 | 27,600 | | Éric Lefebvre, M.D. | 91,300 | 45,650 |

  34. Equity Incentive Program

    The Compensation Committee awarded Drs. Coulie, Cummings and Lefebvre a 10% premium above the market 50th percentile and Ms. Kuo a 15% premium above the market 50th percentile for their 2024 individual performances and achievements in their respective departments. Stock Option Repricing Following our announcement on February 7, 2025 of the voluntarily pause in enrollment and dosing on the BEACON-IPF Phase 2 trial, our stock price fell from a closing stock price of $11.95 on February 6, 2025 to a closing stock price of $3.07 on February 10, 2025. It has further fallen with a current 52-week average price as of April 17, 2026 of $1.43/share. As a result, all options are out-of-the-money or "underwater" across the current employee population. On April 15, 2026, upon the recommendation of the Compensation Committee, the Board approved an option repricing, effective as of April 17, 2026. The repricing was undertaken in accordance with, and as permitted by, the Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), 2020 Plan, as amended, and 2022 Inducement Plan, as amended (the “2022 Plan”). Pursuant to the repricing, effective as of April 17, 2026, all outstanding options granted on or before March 1, 2025 pursuant to the 2015 Plan, the 2020 Plan, or the 2022 Plan that are held by employees as of April 17, 2026, including Drs. Coulie and Cummings and Ms. Kuo, (individually an “Eligible Participant” and together the “Eligible Participants”) were repriced to $1.33 per share, the closing price per share of the Company’s common stock on The Nasdaq Global Select Market on April 17, 2026. In order to exercise the repriced options at the $1.33 per share exercise price, Eligible Participants are required to remain in service with the Company through the Retention Period. The “Retention Period” commenced on April 17, 2026 and ends on the earliest of the following: (i) either the 18-month anniversary following such date if the Eligible Participant is a member of the Company’s executive leadership team, which consists of Dr. Coulie, Dr. Cummings, Ms. Cheung, Ms. Kuo, Delphine Imbert, Ph.D., the Company’s Chief Technical Officer, and Tim Machajewski, Ph.D., the Company’s Senior Vice President, Head of Research, or the 12-month anniversary following such date for all other Eligible Participants; (ii) the consummation of a Corporate Transaction (as defined by the 2015 Plan); (iii) the consummation of a Sale Event (as defined by the 2020 Plan and 2022 Plan); and (iv) the Eligible Participant’s (a) termination by the Company without cause (as defined in the Eligible Participant’s applicable severance plan) or due to a reduction in force, (b) death or termination due to disability, or (c) if the Eligible Participant is a Vice President or above, resignation from service for good reason (as defined in the Eligible Participant’s applicable severance plan). The repriced options will be subject to the original exercise price that was in effect immediately prior to April 17, 2026 if the Eligible Participant (i) is terminated by the Company for cause (as defined in the Eligible Participant’s applicable severance plan); (ii) resigns from the Company prior to the end of the applicable Retention Period, except for good reason (as defined in the Eligible Participant’s applicable severance plan) if the Eligible Participant is a Vice President or above; or (iii) elects to exercise the repriced options prior to the end of the applicable Retention Period. The Compensation Committee and the Board believe that repricing such outstanding options to $1.33 per share is in the best interest of the Company and its stockholders because it provides incentives to retain and motivate our employees, including our executive officers, without incurring stock dilution from additional equity grants or further cash expenditure from additional cash compensation. Moreover, the repricing is consistent with our executive compensation philosophy toward providing long-term incentives as a tool to align the interests of our executive officers with our stockholders while also minimizing incremental dilution for stockholders. The table below sets forth the amount of outstanding shares subject to the repricing for the Named Executive Officers and the weighted average exercise price of the outstanding shares prior to repricing.

  35. Equity Incentive Program

    | Named Executive Officer | Shares Subject to Repricing (#) | Weighted Average Exercise Price Prior to Repricing ($) | | Bernard Coulie, M.D., Ph.D., M.B.A. | 1,951,703 | 15.08 | | Keith Cummings, M.D., M.B.A. | 592,495 | 16.10 | | Minnie Kuo | 245,200 | 15.25 | | Éric Lefebvre, M.D.(1) | N/A | N/A |

  36. Equity Incentive Program

    (1) Dr. Lefebvre's employment was terminated effective December 15, 2025 and was not eligible to participate in the stock option repricing.

  37. Severance Arrangements

    Severance Arrangements We generally execute an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, annual incentive target, initial equity grants and, in some cases, severance entitlements. In addition, we maintain an Executive Severance Plan (the “Severance Plan”), in which our Named Executive Officers, and certain other executives, participate. The benefits provided in the Severance Plan replaced any severance for which our Named Executive Officers may be eligible under their offer letters or other agreements or arrangements, except to the extent such offer letters or other agreements, or arrangements provide for greater benefits. The Severance Plan helps accomplish our compensation philosophy of attracting and retaining exemplary talent and was designed to be aligned with competitive market practices. In addition, the Severance Plan reduces the need to negotiate individual severance arrangements with departing executives and protects our executives from termination for circumstances not of their doing. The Compensation Committee also believes the Severance Plan promotes management independence and helps retain, stabilize, and focus the executive officers in the event of a change-in-control. The Severance Plan provides that upon a termination by us for any reason other than for "cause" as defined in the Severance Plan, death or "disability," as defined in the Severance Plan, outside of the change in control period (i.e., the period of one year after a "change in control," as defined in the Severance Plan), an eligible participant will be entitled to receive, subject to the execution and delivery of an effective release of claims in favor of the Company and continued compliance with all applicable restrictive covenants, (i) 12 months of "base salary" (i.e., the higher of the annual base salary in effect immediately prior to the date of termination or the annual base salary in effect for the year immediately prior to the year in which the date of termination occurs) for our Chief Executive Officer and nine months of base salary for the other Named Executive Officers, (ii) an amount equal to the Named Executive Officer's target annual bonus in effect immediately prior to the date of termination, pro-rated for the number of days employed during the year of termination, and (iii) an amount equal to the monthly employer contribution, based on the premiums as of the date of termination, that would have been made to provide health insurance for the Named Executive Officer if he or she had remained employed by us for up to 12 months for our Chief Executive Officer and nine months for our other Named Executive Officers. The payments under (i), (ii) and (iii) will be paid in substantially equal installments in accordance with our payroll practice over 12 months for our Chief Executive Officer and nine months for our other Named Executive Officers. The Severance Plan also provides that upon a (A) termination by us other than for cause, death or disability or (B) resignation for "good reason," as defined in the Severance Plan, in each case within the change in control period, an eligible participant will be entitled to receive, in lieu of the payments and benefits above and subject to the execution and delivery of an effective release of claims in favor of the Company and continued compliance with all applicable restrictive covenants, (I) a lump sum amount equal to 150% of the base salary and 150% of the target annual bonus in effect immediately prior to the date of termination (or immediately prior to the change in control, if higher) for our Chief Executive Officer and 100% of the base salary and 100% of the target annual bonus in effect immediately prior to the date of termination (or immediately prior to the change in control, if higher) for our other Named Executive Officers, (II) a lump sum amount equal to the monthly employer contribution, based on the premiums as of the date of termination, that we would have made to provide health insurance for the participant if the applicable Named Executive Officer had remained employed by us for 18 months for our Chief Executive Officer and 12 months for our other Named Executive Officers and (III) for all outstanding and unvested equity awards of the Company that are subject to time-based vesting held by the participant, full accelerated vesting of such awards; provided, that the performance conditions applicable to any outstanding and unvested equity awards subject to performance-based vesting will be deemed satisfied at the target level specified in the terms of the applicable award agreement. The payments and benefits provided under the Severance Plan may subject an eligible participant, including the Named Executive Officers, to an excise tax under Section 4999 of the Internal Revenue Code (the "Code"). If the payment or benefits payable in connection with a change in control would be subject to the excise tax imposed under Section 4999 of the Code, then those payments or benefits will be reduced if such reduction would result in a higher net after-tax benefit to the participant. Dr. Lefebvre's employment was terminated on December 15, 2025 without cause, due to a reduction in force, and he executed a Separation Agreement and General Release of Claims effective as of January 9, 2026. Accordingly, Dr. Lefebvre was entitled to the severance benefits in accordance with the Severance Plan as outlined above.

  38. Clawback Policy

    Clawback Policy We maintain a clawback policy that applies to individuals designated by the Board as executive officers for purposes of Section 16 of the Exchange Act. Our clawback policy generally provides that, in the event that (i) an incentive compensation payment or award (or the vesting of such award) was based upon the achievement of financial results that were subsequently the subject of a restatement to correct an accounting error due to material noncompliance with any financial reporting requirement under the federal securities laws and (ii) a lower incentive compensation payment or award would have been made to such officer (or lesser or no vesting would have occurred with respect to such award) based upon the restated financial results, then we will recover the excess cash or equity-based incentive compensation received by such officer during the three fiscal years preceding the date on which we were required to prepare the restatement. Our policy is separate from and in addition to requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to our Chief Executive Officer and Chief Financial Officer. This policy was amended and restated by the Compensation Committee to reflect the final Nasdaq listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

  39. Policies and Practices Related to the Grant of Equity Awards

    Policies and Practices Related to the Grant of Equity Awards Grants of equity awards are generally determined and approved at our pre-scheduled Compensation Committee meetings, with the grant date of annual awards typically occurring at the beginning of the year. However, the Compensation Committee may otherwise approve the grant of equity awards in advance of its next scheduled meeting in connection with a new hire, promotion, or other circumstances where the Compensation Committee deems it appropriate to make such grants. Because the Compensation Committee's regular meeting schedule is determined in the prior fiscal year, the proximity of any awards to other significant corporate events is coincidental. The 2025 annual equity grants were approved at the regularly scheduled meeting of the Compensation Committee held January 23, 2025, for each of the Named Executive Officers. We have not timed the release of material news for the purposes of affecting the value of stock options or the vesting of stock awards, and we have no plan to do so. Further, in September 2024, the Compensation Committee adopted the following equity awards grant timing policy intended to comply with SEC regulations: •Equity grants will not be made within four (4) business days prior to a known material news announcement or one (1) business day following a material news announcement; and •For annual grants or off-cycle grants, equity grant size and/or vehicle mix will be re-assessed and refreshed if the 30- day average stock price preceding the grant date is trending +/- 20% from the 30-day average stock price used to size the grants. During 2025, no stock option grants were made to any of our Named Executive Officers 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.

  40. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table shows for the fiscal year ended December 31, 2025 and 2024 compensation awarded to or paid to or earned by our Named Executive Officers.

  41. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($)(6) | Total ($) | | Bernard Coulie, M.D., Ph.D., M.B.A. President, Chief Executive Officer and Director | 2025 | 682,000 | — | 1,810,250 | 2,713,750 | 204,600 | 52,301 | 5,462,901 | | | 2024 | 640,815 | — | 2,234,936 | 3,301,144 | 384,489 | 53,320 | 6,614,704 | | Keith Cummings, M.D., M.B.A. Chief Financial Officer | 2025 | 503,876 | 201,550 | 631,081 | 946,055 | 100,775 | 14,000 | 2,397,337 | | | 2024 | 484,496 | — | 963,560 | 1,423,240 | 213,178 | 15,400 | 3,099,874 | | Minnie Kuo Chief Operating Officer | 2025 | 470,696 | 188,279 | 307,464 | 460,920 | 103,553 | 11,942 | 1,542,854 | | Éric Lefebvre, M.D. Former Chief Medical Officer | 2025 | 571,861 | 215,617 | 508,541 | 762,355 | — | 666,486 | 2,724,860 | | | 2024 | 520,312 | — | 748,176 | 1,105,104 | 228,937 | 13,089 | 2,615,618 |

  42. 2025 Summary Compensation Table

    (1)For 2025, the amounts shown represent salary earned by our Named Executive Officers. In the case of Dr. Lefebvre, the amount reported also includes a $55,278 payment for accrued vacation made upon his termination on December 15, 2025. (2)For 2025, the amounts shown represents the one-time cash retention awards earned by our Named Executive Officers, apart from Dr. Coulie who was excluded from the award, for their continued employment and good standing through December 31, 2025 or, in the case of Dr. Lefebvre, his termination date. See "Retention Award" above for additional information regarding the retention awards. (3)For 2025, the amounts shown represent the aggregate grant date fair value of the RSUs granted under the 2020 Plan to each of the Named Executive Officers, computed in accordance with FASB ASC Topic 718 based on the closing stock price on the date of grant. The amounts reported in this column reflect the accounting cost for these RSU awards and may not correspond to the actual economic value that may be received by our Named Executive Officers upon the vesting of the RSU awards or any sale of the underlying shares of common stock. (4)Reflects the aggregate grant date fair value of the stock option awards, computed in accordance with the FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the 2025 stock option awards reported in this column are set forth in note 11 to our consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2025. The amounts reported in this column reflect the accounting cost for these stock option awards and may not correspond to the actual economic value that may be received by our Named Executive Officers upon the exercise of the stock option awards or any sale of the underlying shares of common stock. (5)For 2025, represents cash amounts earned by our Named Executive Officers under our annual cash incentive program, based on the achievement of certain corporate performance goals and, in the case of the Named Executive Officers other than Dr. Coulie, the Named Executive Officers’ individual performance. (6)The amount reported for each Named Executive Officer represents the matching contributions made under our 401(k) plan during the year, and in the case of Dr. Coulie, the amount reported also includes personal travel reimbursements and related tax gross-ups of $20,000 and $18,301, respectively, paid pursuant to his employment agreement. For 2025, the amount reported for Dr. Lefebvre also includes a $610,456 severance payment and a $42,030 payment for insurance continuation associated with his termination on December 15, 2025.

  43. 2025 Outstanding Equity Awards at Fiscal Year-End

    2025 Outstanding Equity Awards at Fiscal Year-End The following table shows for the fiscal year ended December 31, 2025, certain information regarding outstanding equity awards at fiscal year-end for the Named Executive Officers.

  44. 2025 Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(1) | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | | Bernard Coulie, M.D., Ph.D, M.B.A. | 1/24/2019 | 146,841 | — | 2.08 | 1/24/2029 | — | — | | | 3/31/2020 | 327,262 | — | 6.22 | 3/31/2030 | — | — | | | 1/1/2021 | 250,000 | — | 26.50 | 1/23/2031 | — | — | | | 1/1/2022 | 430,833 | 9,167 | 11.86 | 1/26/2032 | — | — | | | 1/1/2023 | 150,427 | 55,873 | 34.65 | 1/25/2033 | — | — | | | 1/16/2023 | — | — | — | — | 48,766 | 59,495 | | | 1/1/2024 | 122,810 | 133,490 | 17.44 | 1/23/2034 | — | — | | | 1/16/2024 | — | — | — | — | 85,433 | 104,228 | | | 1/1/2025 | 74,479 | 250,521 | 11.14 | 49,332.00 | — | — | | | 1/16/2025 | — | — | — | — | 162,500 | 198,250 | | Keith Cummings, M.D., M.B.A. | 12/1/2018 | 76,047 | — | 2.08 | 1/24/2029 | — | — | | | 3/31/2020 | 18,198 | — | 6.22 | 3/31/2030 | — | — | | | 1/1/2021 | 74,250 | — | 26.50 | 1/23/2031 | — | — | | | 1/1/2022 | 121,416 | 2,584 | 11.86 | 1/26/2032 | — | — | | | 1/1/2023 | 55,562 | 20,638 | 34.65 | 1/25/2033 | — | — | | | 1/16/2023 | — | — | — | — | 18,000 | 21,960 | | | 1/1/2024 | 52,947 | 57,553 | 17.44 | 1/23/2034 | — | — | | | 1/16/2024 | — | — | — | — | 36,833 | 44,936 | | | 1/1/2025 | 25,964 | 87,336 | 11.14 | 1/23/2035 | — | — | | | 1/16/2025 | — | — | — | — | 56,650 | 69,113 | | Minnie Kuo | 9/14/2023 | 84,375 | 65,625 | 16.18 | 9/14/2033 | — | — | | | 1/1/2024 | 19,166 | 20,834 | 17.44 | 1/23/2034 | — | — | | | 1/16/2024 | — | — | — | — | 13,333 | 16,266 | | | 1/1/2025 | 12,650 | 42,550 | 11.14 | 1/23/2035 | — | — | | | 1/16/2025 | — | — | — | — | 27,600 | 33,672 | | Eric Lefebvre, M.D.(5) | 1/24/2019 | 62,937 | — | 2.08 | 1/24/2029 | — | — | | | 3/31/2020 | 57,646 | — | 6.22 | 3/31/2030 | — | — | | | 1/1/2021 | 73,250 | — | 26.50 | 1/23/2031 | — | — | | | 1/1/2022 | 137,083 | 2,917 | 11.86 | 1/26/2032 | — | — | | | 1/1/2023 | 58,333 | 21,667 | 34.65 | 1/25/2033 | — | — | | | 1/16/2023 | — | — | — | — | 19,000 | 23,180 | | | 1/1/2024 | 41,112 | 44,688 | 17.44 | 1/23/2034 | — | — | | | 1/16/2024 | — | — | — | — | 28,600 | 34,892 | | | 1/1/2025 | 20,922 | 70,378 | 11.14 | 1/23/2035 | — | — | | | 1/16/2025 | — | — | — | — | 45,650 | 55,693 |

  45. 2025 Outstanding Equity Awards at Fiscal Year-End

    (1)Each equity award is subject to the terms of our 2015 Equity Incentive Plan (the “2015 Plan”), the 2020 Plan, or the 2022 Inducement Plan (the "2022 Plan"), as follows, and certain acceleration of vesting provisions under the Severance Plan. All awards granted prior to 2021 are subject to the terms of our 2015 Plan. With the exception of Ms. Kuo's 2023 award, which is subject to the terms of our 2022 Plan, all awards granted in 2021 and thereafter are subject to the terms of our 2020 Plan. (2)1/48th of the shares vest and become exercisable on each monthly anniversary of the vesting commencement date while the Named Executive Officer is providing continuous service to the Company through each vesting date. (3)The amounts shown represent the RSUs granted under the 2020 Plan that are scheduled to vest in three equal annual installments from the vesting commencement date, subject to the Named Executive Officer's continuous service on each such date. (4)Based on the closing price of a share of our common stock on December 31, 2025, which was $1.22. (5)Under the terms of the Consulting Agreement effective December 16, 2025 between Dr. Lefebvre and Pliant, Dr. Lefebvre's existing equity will continue to vest in accordance to the 2025 Plan or 2020 Plan, as applicable, while he is engaged under the Consulting Agreement as a consultant to Pliant.

  46. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the Pay Versus Performance Table (set forth below) is required to include “Compensation Actually Paid,” as calculated per SEC disclosure rules, to the Company’s principal executive officer (“PEO”) and the Company’s non-PEO Named Executive Officers, as noted below. “Compensation Actually Paid” represents a required calculation of compensation that differs significantly from the Summary Compensation Table calculation of compensation, the Named Executive Officer’s realized or earned compensation, as well as from the way in which the Compensation Committee views annual compensation decisions, as discussed in the Overview of Executive Compensation. The amounts in the table below are calculated in accordance with SEC rules and do not represent amounts actually earned or realized by our Named Executive Officers, including with respect to our equity awards which remain subject to forfeiture if the vesting conditions are not satisfied.

  47. PAY VERSUS PERFORMANCE

    | Fiscal Year(1) | Summary Compensation Table Total for PEO ($)(2) | Compensation Actually Paid to PEO ($)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(3) | Value of initial fixed $100 investment based on:(4) | Net Loss ($ million) | | | | | | | Total shareholder return ($) | | | 2025 | 5,463,701 | (3,299,907) | 2,221,363 | (420,567) | $6.31 | 149.3 | | 2024 | 6,614,704 | 530,461 | 2,431,269 | 649,835 | $57.97 | 210.3 | | 2023 | 11,165,999 | 5,182,668 | 4,200,056 | 2,135,482 | $79.71 | 161.3 |

  48. PAY VERSUS PERFORMANCE

    (1)Dr. Coulie served as our PEO for the entirety of 2025, 2024, and 2023 and our other Named Executive Officers for the applicable years were as follows: –2025: Keith Cummings, Minnie Kuo and Eric Lefebvre –2024: Keith Cummings, Hans Hull, Eric Lefebvre and Mike Ouimette –2023: Keith Cummings Hans Hull, Eric Lefebvre and Mike Ouimette We qualify as a smaller reporting company. Accordingly, Pay Versus Performance disclosure has been provided for 2025, 2024, and 2023 in accordance with SEC disclosure rules. (2)Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year in the case of Dr. Coulie and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Named Executive Officers reported for the applicable year other than Dr. Coulie. (3)To calculate “Compensation Actually Paid,” adjustments were made to the amounts reported in the Summary Compensation Table for the applicable year. A reconciliation of the adjustments for Dr. Coulie and for the average of the other Named Executive Officers is set forth following the footnotes to this table. (4)Pursuant to rules of the SEC, the comparison assumes $100 was invested on December 31, 2022 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.

  49. Compensation Actually Paid Adjustments

    Compensation Actually Paid Adjustments

  50. Compensation Actually Paid Adjustments

    | | PEO | | | | Fiscal Year | 2023 | 2024 | 2025 | | Summary Compensation Table Total (a) | $11,165,999 | $6,614,704 | $5,463,701 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b) | (10,169,031) | (5,536,080) | (4,524,000) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (c) | 4,330,409 | 3,379,359 | 337,045 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (d) | (2,075,000) | (1,524,677) | (3,107,524) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e) | 647,979 | 557,771 | 113,919 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | 1,282,312 | (2,960,616) | (1,583,048) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g) | — | — | — | | Compensation Actually Paid | $5,182,668 | $530,461 | $(3,299,907) |

  51. Compensation Actually Paid Adjustments

    | | Non-PEO NEOs(h) | | | | Fiscal Year | 2023 | 2024 | 2025 | | Summary Compensation Table Total (a) | $4,200,056 | $2,431,269 | $2,221,363 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year (b) | (3,543,282) | (1,740,420) | (1,205,472) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year (c) | 1,509,042 | 1,062,399 | 89,810 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years (d) | (545,517) | (479,955) | (1,076,171) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year (e) | 225,673 | 175,347 | 30,355 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year (f) | 289,510 | (798,805) | (480,452) | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year (g) | — | — | — | | Compensation Actually Paid | $2,135,482 | $649,835 | $(420,567) |

  52. Compensation Actually Paid Adjustments

    (a)Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. With respect to the other Named Executive Officers, amounts shown represent averages. (b)Represents the grant date fair value of the stock option and stock awards granted during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (c)Represents the fair value as of the indicated fiscal year-end of the outstanding and unvested option awards and stock awards granted during such fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (d)Represents the change in fair value during the indicated fiscal year of each option award and stock award that was granted in a prior fiscal year and that remained outstanding and unvested as of the last day of the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e)Represents the fair value at vesting of the option awards and stock awards that were granted and vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (f)Represents the change in fair value, measured from the prior fiscal year-end to the vesting date, of each option award and stock award that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (g)Represents the fair value as of the last day of the prior fiscal year of the option award and stock awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with the methodology used for financial reporting purposes. (h)See footnote 1 above for the Named Executive Officers included in the average for each year.