DEF 14A of Mirum Pharmaceuticals, Inc., Apr 23, 2026

DEF 14A of Mirum Pharmaceuticals, Inc.

Filed Apr 23, 2026 · FY20250001759425-26-000027

Open on EDGAR

  1. Class I Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

    Class I Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

  2. Class I Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

    | Lon Cardon, Ph.D., FMedSci IND | Age: 60 Director since: 2022 | | Lon Cardon, Ph.D., FMedSci has served as a member of the Board since November 2022. Dr. Cardon has served as President and Chief Executive Officer at The Jackson Laboratory, an independent, nonprofit biomedical research organization, since November 2021. Prior to joining The Jackson Laboratory, Dr. Cardon served as Chief Scientific Officer at BioMarin Pharmaceutical Inc., a biopharmaceutical company, from September 2017 to November 2021. Prior to joining BioMarin, Dr. Cardon served as Senior Vice President of Genetics, Alternative Drug Discovery and Target Sciences at GlaxoSmithKline plc, a global healthcare company, from 2008 to September 2017. Dr. Cardon previously served as a professor at the University of Oxford and as a professor of biostatistics and human biology at the University of Washington and the Fred Hutchinson Cancer Research Center. Dr. Cardon is a past council member of the NIH/National Human Genome Research Institute and a present advisor to the All of Us Precision Medicine Initiative. Dr. Cardon served as a member of the board of directors and institutional founder of the Altius Institute for Biomedical Sciences, Centre for Therapeutic Target Validation (now Open Targets) and the GSK/Avalon Center of Excellence. Dr. Cardon is an elected fellow of the UK’s Academy of Medical Sciences and the American Association for the Advancement of Science. Dr. Cardon served as a member of the board of directors for public pharmaceutical company Reneo Pharmaceuticals, Inc. from 2019 until 2022. Dr. Cardon received his B.A. from the University of Puget Sound, a Ph.D. from the University of Colorado, Boulder and did his postdoctoral training at Stanford University. Skills and Qualifications specific to Mirum Pharmaceuticals, Inc.: The Board and Nominating Committee believe that Dr. Cardon’s scientific expertise and experience in the biopharmaceutical industry qualify him to serve on our board of directors. | |

  3. Class I Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

    | Mirum Pharmaceuticals 2026 Proxy Statement | 11 |

  4. Class I Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

    | William Fairey IND | Age: 62 Director since: 2021 | | William Fairey has served as a member of the Board since 2021. Most recently, from July 2023 to January 2024, Mr. Fairey served as the interim Chief Executive Officer of Respira Therapeutics, Inc, a privately held pharmaceutical company. From January 2019 to November 2020, Mr. Fairey served as Executive Vice President and Chief Commercial Officer at MyoKardia, Inc., a biopharmaceutical company, where he built the commercial and portfolio strategy, established the company’s European headquarters, and was structuring the expansion in Latin America and Asia when the company was acquired by Bristol-Myers Squibb. Prior to serving at MyoKardia, Mr. Fairey served as Executive Vice President and Chief Operating Officer at ChemoCentryx, Inc., a biopharmaceutical company, from March 2018 to January 2019, where, he was responsible for the sales, marketing, medical affairs and market access functions, including commercialization of late stages compounds. Prior to ChemoCentryx, Mr. Fairey served in a number of roles at Actelion Pharmaceuticals Ltd. and its subsidiaries including as President of Actelion Pharmaceuticals US, Inc., a pharmaceuticals and biotechnology company, from April 2013 to December 2017, Regional Vice President, Australia Asia Pacific, of Actelion Pharmaceuticals Ltd. from July 2008 to March 2013, President of Actelion Pharmaceuticals Canada Inc. from June 2003 to June 2008, and Vice President of Sales and Management Markets of Actelion Pharmaceuticals US, Inc. from January 2001 to June 2003. Mr. Fairey currently serves on the boards of directors of Ascendis Pharma, Inc., Rein Therapeutics, Inc. (formerly Aileron Therapeutics, Inc.) and KalVista Pharmaceuticals, Inc., each publicly held biopharmaceutical companies, as well as Respira Therapeutics, Inc., a privately held pharmaceutical company. Mr. Fairey received his B.S. in biology from the University of Oregon and an M.B.A. from Saint Mary’s College. Skills and Qualifications specific to Mirum Pharmaceuticals, Inc.: The Board and Nominating Committee believe that Mr. Fairey’s extensive experience building and operating global the commercial arms of several biotechnology businesses qualifies him to serve on the Board. | |

  5. Class I Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

    | 12 | Mirum Pharmaceuticals 2026 Proxy Statement |

  6. Class I Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

    | Timothy Walbert IND | Age: 59 Director since: 2023 | | Timothy Walbert has served as a member of the Board since April 2023. Mr. Walbert is currently a senior advisor to Amgen, a biotechnology company. Mr. Walbert was chairman, president and chief executive officer of the then public company Horizon Therapeutics, a biotechnology company, from June 2008 to October 2023, when it was acquired by Amgen for $28 billion. Before joining Horizon, he was president, chief executive officer and director of IDM Pharma Inc., a public biotechnology company, which was acquired by Takeda in June 2009. Before IDM, Mr. Walbert served as executive vice president, commercial operations at NeoPharm Inc., a public biotechnology company. From 2001 to 2005, he was divisional vice president and general manager, immunology, at Abbott, now AbbVie, leading the global development and launch of the multi-indication biologic HUMIRA, and served as divisional vice president, global cardiovascular strategy. From 1998 to 2001, Mr. Walbert served as director, CELEBREX North America, and arthritis team leader, Asia Pacific, Latin America and Canada, at G.D. Searle & Company. From 1991 to 1998, he also held sales and marketing roles with increasing responsibility at G.D. Searle, Merck & Co. Inc. and Wyeth. Mr. Walbert serves on the boards of directors of Century Therapeutics, Inc., BioMarin Pharmaceutical Inc. and Sagimet Biosciences Inc., each public biotechnology companies, as well as Cour Pharmaceuticals Development Co., Inc., Latigo Biotherapeutics, Inc., Catalent, Inc., Odyssey Therapeutics, Inc. and Crystalys Therapeutics Inc., each privately held biotechnology companies. He is also a member of the National Organization for Rare Disorders (NORD) Advisory Board, the Wall Street Journal CEO Council and the CNBC CEO Council. He previously served on the board of directors for Aurinia Pharmaceuticals Inc., a public pharmaceutical company, from 2020 to 2022, Exicure, Inc., a public biotechnology company, from 2019 to 2022, Assertio Holdings, Inc., a public biopharma company, from 2014 to 2020, Raptor Pharmaceutical Corp., a public biotechnology company, from 2010 to 2014, XOMA Corporation, a public biotechnology company, from 2011 to 2017 and Sucampo Pharmaceuticals Inc., a public biopharmaceutical company, from 2016 to 2018. He is also a member of Economic Club of Chicago, the Commercial Club of Chicago and the Civic Committee of the Commercial Club of Chicago. Mr. Walbert was a previous board member of the Biotechnology Innovation Organization (BIO), the Pharmaceutical Research and Manufacturing Association (PhRMA), the Illinois Biotechnology Innovation Organization (iBIO) and World Business Chicago and served on the Board of Trustees of Muhlenberg College. Mr. Walbert received a B.A. in business from Muhlenberg College in Allentown, Pennsylvania. Skills and Qualifications specific to Mirum Pharmaceuticals, Inc.: The Board and Nominating Committee believe that Mr. Walbert’s extensive experience in the biotechnology business, including as a president and chief executive officer, qualifies him to serve on the Board. | |

  7. Class I Nominees for Election for a Three-year Term Expiring at the Company’s 2029 Annual Meeting of Stockholders

    | Mirum Pharmaceuticals 2026 Proxy Statement | 13 |

  8. Class II Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders

    Class II Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders

  9. Class II Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders

    | Laurent Fischer, M.D. IND | Age: 62 Director since: 2019 | | Laurent Fischer, M.D., has served as a member of the Board since June 2019. Dr. Fischer served as the President and Chief Executive Officer of Adverum Biotechnologies, Inc., a clinical stage gene therapy company, from June 2020 until its acquisition by Eli Lilly and Company in December 2025. Prior to Adverum, he served as Senior Vice President, Head of the Liver Therapeutic Area at Allergan plc, a pharmaceutical company, from November 2016 to June 2020. Previously, he served as Chief Executive Officer of Tobira Therapeutics, Inc., a public biotechnology company, until its acquisition by Allergan in November 2016. From 2012 to 2014, Dr. Fischer served as Chairman and Chief Executive Officer of Jennerex Biotherapeutics, Inc. Prior to Jennerex, Dr. Fischer was President and Chief Executive Officer of Ocera Therapeutics, Inc., a privately-held, clinical-stage biopharmaceutical company focused on the development and commercialization of therapeutics for gastrointestinal and liver diseases, since 2005. Prior to Ocera, Dr. Fischer was President and Chief Executive Officer of life sciences company Auxeris Therapeutics, Inc. from 2003 to 2005, President and Chief Operating Officer of technology company RXCentric.com, Inc. (now part of Allscripts Healthcare Solutions, Inc.) from 1999 to 2000 and Chief Medical Officer and Vice President of Corporate Development of medication management company MedVantx Inc. from 2001 to 2003. Dr. Fischer served as Senior Vice President of the Global Virology Franchise at Dupont Pharmaceuticals/Dupont-Merck from 1997 to 1999. From 1995 to 1997, Dr. Fischer served as Medical Director for the Virology Group at healthcare company Hoffman-LaRoche, Ltd. Dr. Fischer served as Chairman of the board of directors of CTI BioPharma Corp. until its acquisition by SOBI in June 2023 and as a member of the board of directors of Adverum until its acquisition by Eli Lilly and Company in December 2025. Dr. Fischer serves on the board of directors of publicly held AtaiBeckley Inc. (formerly ATAI Life Sciences N.V.), as well as privately held biopharmaceutical companies Lycia Therapeutics, Inc and Shinobi Therapeutics, Inc. Dr. Fischer also served as a member of the board of directors of the then privately held company Senti Biosciences from 2019 until 2020 and privately held company Teal Bio from 2023 to 2025. Dr. Fischer received his Medical Degree from the University of Geneva and his Doctorate in Medicine from the Geneva Medical School, Switzerland. Skills and Qualifications specific to Mirum Pharmaceuticals, Inc.: The Board and Nominating Committee believe that Dr. Fischer’s considerable experience as an executive in the pharmaceutical industry and board experience, along with his medical degrees and knowledge of biopharmaceuticals, qualifies him to serve on the Board. | |

  10. Class II Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders

    | 14 | Mirum Pharmaceuticals 2026 Proxy Statement |

  11. Class II Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders

    | Patrick Heron IND | Age: 55 Director since: 2018 | | Patrick Heron has served as a member of the Board since November 2018. Mr. Heron is a General Partner with Frazier Life Sciences (“Frazier”), a private equity and venture capital firm, a position he has held since September 1999. Mr. Heron has been active in company formations and initial investments in various biotechnology companies, including Marcadia Biotech Inc., Calixa Therapeutics, Inc. and Silvergate. Prior to joining Frazier, Mr. Heron helped develop McKinsey & Co.’s west coast biotechnology consulting practice. Mr. Heron currently serves on the board of directors of Arcutis Biotherapeutics, Inc. and MBX Biosciences, Inc., both public biopharmaceutical companies, as well as private companies Alpha-9 Oncology, Inc., Alceptor Therapeutics, Inc., Bluewater Biosciences, Inc., Tubulis GmbH and Breakwater Therapeutics. Mr. Heron previously served on the boards of directors of public biopharmaceutical companies Imago Biosciences, Inc. from 2014 until 2022, Vaxcyte, Inc. from 2017 until 2021, Iterum Therapeutics plc from 2016 until 2021, Passage Bio, Inc. from 2018 until 2021 and HilleVax, Inc. from 2021 to 2025. Mr. Heron also previously served on the board of directors of privately held Scout Bio, Inc. from 2018 until 2023. Mr. Heron received his B.A. in Political Science from the University of North Carolina at Chapel Hill and an MBA from Harvard Business School. Skills and Qualifications specific to Mirum Pharmaceuticals, Inc.: The Board and Nominating Committee believe that Mr. Heron’s extensive business background and his experience in venture capital and the life science industry qualifies him to serve on the Board. | |

  12. Class II Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders

    | Saira Ramasastry, MS, M.Phil. IND | Age: 50 Director since: 2022 | | Saira Ramasastry, MS, M.Phil. has served as a member of the Board since June 2022. Ms. Ramasastry has served as the Managing Partner of Life Science Advisory, LLC, an independent firm that she founded to provide strategic advice and business development solutions for life science companies, since April 2009. Ms. Ramasastry also co-founded Sanacor, Inc., a privately held biotechnology company, and has served as the Chief Operating Officer since April 2022. Previously, Ms. Ramasastry was an investment banker with Merrill Lynch & Company from August 1999 to March 2009, where she helped establish the biotechnology practice and advised on mergers and acquisitions and strategic and capital market transactions. Prior to joining Merrill Lynch, Ms. Ramasastry served as a financial analyst in the mergers and acquisitions group at Wasserstein Perella & Co., an investment banking firm, from July 1997 to September 1998. Ms. Ramasastry currently serves on the board of directors for public companies Vir Biotechnology, Inc., Glenmark Pharmaceuticals, Ltd. and Day One Biopharmaceuticals, Inc., where she has experience overseeing cybersecurity risks. Ms. Ramasastry previously served on the board of directors of public companies Pain Therapeutics, Inc. from 2013 until 2020, Innovate Biopharmaceuticals, Inc. from 2018 until 2020, Sangamo Therapeutics, Inc. from 2012 until 2022 and Akouos, Inc. from 2020 until its acquisition by Eli Lilly and Company in 2022. Ms. Ramasastry also serves on the Industry Advisory Board of the Michael J. Fox Foundation for Parkinson’s Research, as a health innovator fellow of the Aspen Institute and as a member of the Aspen Global Leadership Network. Ms. Ramsastry is also a guest lecturer for the Bioscience Enterprise Programme at the University of Cambridge. Ms. Ramasastry received her B.A. in economics with honors and distinction and her M.S. in management science and engineering from Stanford University, as well as her M. Phil. in management studies from the University of Cambridge. Skills and Qualifications specific to Mirum Pharmaceuticals, Inc.: The Board and Nominating Committee believe that Ms. Ramasastry’s substantial financial markets experience, experience overseeing cybersecurity risks and her experience advising life science companies qualifies her to serve on the Board. | |

  13. Class II Directors Continuing in Office Until the Company’s 2027 Annual Meeting of Stockholders

    | Mirum Pharmaceuticals 2026 Proxy Statement | 15 |

  14. Class III Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

    Class III Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

  15. Class III Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

    | Laura Brege IND | Age: 68 Director since: 2019 | | Laura Brege has served as a member of the Board since July 2019. Since April 2017, Ms. Brege has served as a Senior Advisor to BridgeBio Pharma, a biotechnology research company. From September 2015 to December 2017, Ms. Brege served as managing director of Cervantes Life Science Partners, LLC, a consulting firm providing integrated business solutions to life sciences companies. She has over 20 years of executive management experience in the pharmaceutical, biotechnology and venture capital industries. From September 2012 to July 2015, Ms. Brege was President and Chief Executive Officer of Nodality, Inc., a life sciences company focused on innovative personalized medicine. Prior to joining Nodality in 2012, Ms. Brege held several senior-level positions at Onyx Pharmaceuticals, Inc., a biopharmaceutical and biotherapeutics company, from 2006 to 2012, including positions as Executive Vice President and Chief Operating Officer. While at Onyx, she led multiple functions, including commercialization, strategic planning, corporate development and medical, scientific and government affairs. Prior to Onyx, Ms. Brege was a General Partner at Red Rock Capital Management, a venture capital firm specializing in early stage financing for technology companies. Previously, Ms. Brege was Senior Vice President and Chief Financial Officer at COR Therapeutics Inc. where she helped build the company from an early stage research and development company through commercial launch of a successful cardiovascular product. Earlier in her career, she served as Chief Financial Officer at Flextronics, Inc. and Treasurer of The Cooper Companies. She currently serves on the boards of directors of public biopharmaceutical companies Acadia Pharmaceuticals Inc., Pacira BioSciences, Inc. and Edgewise Therapeutics Inc. Ms. Brege previously served on the boards of directors of public pharmaceutical companies HLS Therapeutics, Inc. from 2019 to 2024, Portola Pharmaceuticals, Inc. from 2015 until 2021, Dynavax Technologies Inc. from 2015 to 2020, and Aratana Therapeutics, Inc. from 2014 until 2019. Ms. Brege earned her undergraduate degree from Ohio University (Honors Tutorial College) and her MBA degree from the University of Chicago. Skills and Qualifications specific to Mirum Pharmaceuticals, Inc.: The Board and Nominating Committee believe that Ms. Brege’s extensive background in finance and management of biotechnology companies and her participation as a member of the audit committees of other public companies qualifies her to serve on the Board. | |

  16. Class III Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

    | 16 | Mirum Pharmaceuticals 2026 Proxy Statement |

  17. Class III Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

    | Michael Grey IND | Age: 73 Director since: 2020 | | Michael Grey is our co-founder and has served as Chair of the Board since January 2020. Mr. Grey previously served as our Executive Chairman from March 2019 to December 2019 and as our Chief Executive Officer from our inception in May 2018 to March 2019. Mr. Grey has served as a venture partner at Pappas Ventures, a venture capital firm, since January 2010. Mr. Grey served from January 2019 to September 2019 as President and Chief Executive Officer of Curzion Pharmaceuticals, Inc., a pharmaceutical company (sold to Horizon Therapeutics plc in April 2020), from October 2015 to January 2017 as President and Chief Executive Officer of Amplyx Pharmaceuticals, Inc., and from September 2014 to December 2017 as Chairman and Chief Executive Officer of Reneo Pharmaceuticals, Inc. From February 2011 to June 2014, Mr. Grey served as President and Chief Executive Officer of Lumena Pharmaceuticals, Inc., which was acquired by Shire plc in June 2014. Mr. Grey has more than 45 years of experience in the pharmaceutical and biotechnology industries and has held senior positions at a number of companies, including President and Chief Executive Officer of SGX Pharmaceuticals, Inc. (sold to Eli Lilly and Company in 2008), President and Chief Executive Officer of Trega Biosciences, Inc. (sold to LION Bioscience, Inc. in 2001) and President of BioChem Therapeutic Inc. Prior to these, Mr. Grey served in various roles with Glaxo, Inc. and Glaxo Holdings PLC, culminating in his position as Vice President, Corporate Development and director of international licensing. Mr. Grey currently serves on the board of directors of public companies OnKure Therapeutics, Inc. (formerly Reneo), and Spruce Biosciences, Inc., as well as privately held biotechnology companies Alethio Therapeutics, Ltd., Altay Therapeutics Inc., Plexium Inc., Sorriso Pharmaceuticals, Inc. and Theolytics Ltd. Mr. Grey served as a member of the board of directors for BioMarin Pharmaceuticals, Inc. from 2005 to 2021, Horizon Therapeutics plc from 2011 to 2023, Mirati Therapeutics, Inc. from 2014 until 2021 and Amplyx Pharmaceuticals, Inc. from January 2017 to April 2021. Mr. Grey received his B.S. in chemistry from the University of Nottingham in the United Kingdom. Skills and Qualifications specific to Mirum Pharmaceuticals, Inc.: The Board and Nominating Committee believe that Mr. Grey’s perspective and experience as our co-founder and former Executive Chairman, as well as his extensive experience managing and leading both early stage and established companies within the pharmaceutical and biotechnology industries qualifies him to serve on the Board. | |

  18. Class III Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

    | Christopher Peetz | Age: 47 Director since: 2019 | | Christopher Peetz is our co-founder and has served as our Chief Executive Officer since March 2019. He served as our President from December 2018 to January 2024. Mr. Peetz has been an Entrepreneur-in-Residence at Frazier since May 2017. Prior to joining our company, Mr. Peetz served as the Chief Executive Officer of Flashlight Therapeutics, Inc., a biotechnology company, from May 2017 to May 2019. From May 2014 to December 2016, Mr. Peetz served as Chief Financial Officer and head of corporate development at Tobira Therapeutics, Inc., a public biotechnology company acquired by Allergan plc, in November 2016. Prior to joining Tobira, Mr. Peetz served as Vice President, Finance and Corporate Development of Jennerex Biotherapeutics, Inc., a biopharmaceutical company, from April 2012 to March 2014. Prior to Jennerex, Mr. Peetz held various positions at Onyx Pharmaceuticals, Inc., including oversight of financial planning and analysis, corporate strategy, product lifecycle management and commercial roles. Prior to Onyx, Mr. Peetz provided merger and acquisition advisory services at LaSalle Corporate Finance, a part of ABN AMRO, and held positions at Abgenix Inc. and Solazyme Inc. He previously served on the board of directors of Alpine Immune Sciences, Inc. before its sale to Vertex Pharmaceuticals Incorporated. Mr. Peetz received an MBA from Stanford Graduate School of Business and a B.S.B.A. in Finance, International Business and French from Washington University in St. Louis. Skills and Qualifications specific to Mirum Pharmaceuticals, Inc.: The Board and Nominating Committee believe that Mr. Peetz’s perspective and experience as our co-founder and President and Chief Executive Officer, as well as his extensive experience managing and leading both early stage and established companies within the pharmaceutical and biotechnology industries qualifies him to serve on the Board. | |

  19. Class III Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

    | Mirum Pharmaceuticals 2026 Proxy Statement | 17 |

  20. Class III Directors Continuing in Office Until the Company’s 2028 Annual Meeting of Stockholders

    | Information Regarding the Board of Directors and Corporate Governance |

  21. FOR CEO

    | | 7.2% Salary | | | 10.1% Bonus | | | 17.6% PSUs | | | 17.6% RSUs | | | 47.2% Options | | | 0.3% Other Compensation |

  22. FOR NEOs*

    | | 15.4% Salary | | | 14.4% Bonus | | | 14.9% PSUs | | | 14.9% RSUs | | | 39.9% Options | | | 0.5% Other Compensation |

  23. FOR NEOs*

    •Our executive bonuses are dependent on meeting corporate objectives. Our annual performance-based bonus opportunities for all of our named executive officers are dependent upon our achievement of annual corporate objectives established each year and the individual officer’s contributions towards such corporate objectives. In March 2025, the Compensation Committee established a maximum payout for non-equity incentive plan awards payable to our named executive officers for fiscal year 2025 equal to 200% of the target value. •We emphasize long-term equity incentives. Equity awards are an integral part of our executive compensation program, and comprise the primary “at-risk” portion of our named executive officer compensation package. These awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to remain in our long-term employ. •We do not provide our executive officers with any excise tax gross ups. •We do not provide executive fringe benefits or perquisites to our executives. •Our Compensation Committee has retained an independent third-party compensation consultant for guidance in making compensation decisions. We have retained Alpine Rewards since 2022 to advise the Compensation Committee on market practices, including identifying a peer group of companies and their compensation practices, so that our Compensation Committee can regularly assess the Company’s individual and total compensation programs against these peer companies, the general marketplace and other industry data points. •We prohibit hedging and pledging of Company stock. Please see the section titled “Information Regarding the Board of Directors and Corporate Governance—Prohibition on Speculative Trading” for further details.

  24. Objectives, Philosophy and Elements of Executive Compensation

    | Element of Compensation | Objectives | Key Features | | Base Salary (fixed cash) | Provides financial stability and security through a fixed amount of cash for performing job responsibilities. | Generally reviewed annually and determined based on a number of factors (including individual performance and the overall performance of our Company) and by reference, in part, to market data provided by our independent compensation consultant. | | Performance Bonus (at-risk cash) | Motivates and rewards for attaining key annual corporate performance goals and individual contributions that relate to our key business objectives. | Target bonus amounts are generally reviewed annually and determined based upon positions that have similar impact on the organization and competitive bonus opportunities in our market. Bonus opportunities are dependent upon achievement of specific corporate performance objectives consistent with our long-term strategic plan and individual performance objectives that relate to the officer’s role and expected contribution toward reaching our corporate goals, generally determined by the Compensation Committee and communicated at the beginning of the year. Actual bonus amounts earned are determined after the end of the year, taking into account corporate and individual performance objectives. | | Long-Term Incentive (at-risk equity) | Motivates and rewards for long-term Company performance; aligns executives’ interests with stockholder interests and changes in stockholder value. Attracts highly qualified executives and encourages their continued employment over the long-term. | Equity opportunities are generally reviewed annually and may be granted during the first half of the year or as appropriate during the year for new hires, promotions, or other special circumstances, such as to encourage retention, or as a reward for significant achievement. Individual awards are determined based on a number of factors, including current corporate and individual performance and market data provided by our independent compensation consultant. |

  25. Objectives, Philosophy and Elements of Executive Compensation

    We focus on providing a competitive compensation package to our executive officers which provides significant short and long-term incentives for the achievement of measurable corporate objectives. We believe that this approach provides an appropriate blend of short-term and long-term incentives to maximize stockholder value. We do not have any formal policies for allocating compensation among salary, performance bonus awards and equity grants, short-term and long-term compensation or among cash and non-cash compensation. Instead, the Compensation Committee uses its judgment to establish a total compensation program for each named executive officer that is a mix of current, short-term and long-term incentive compensation, and cash and non-cash compensation, that it believes appropriate to achieve the goals of our executive compensation program and our corporate objectives. However, we have historically structured a significant portion of the named executive officers’ total target compensation so that it is comprised of performance-based bonus opportunities and long-term equity awards, in order to align the executive officers’ incentives with the interests of our stockholders and our corporate goals.

  26. Role of our Compensation Committee, Management and the Board

    Role of our Compensation Committee, Management and the Board The Compensation Committee is appointed by the Board and has responsibilities related to the compensation of the Company’s directors, officers, and employees and the development and administration of the Company’s compensation plans. For details on the Compensation Committee, see the section titled “Information Regarding Committees of the Board of Directors—Compensation Committee”. Our Compensation Committee consists solely of independent members of the Board (as determined under the Nasdaq listing rules). The Compensation Committee reviews all compensation paid to our executive officers, including our named executive officers. The Chief Executive Officer evaluates and provides to the Compensation Committee performance assessments and compensation recommendations. While the Chief Executive Officer discusses his recommendations with the Compensation Committee, he does not participate in the deliberations concerning, or the determination of, his own compensation. The Compensation Committee discusses and makes final determinations with respect to executive compensation matters without the Chief Executive Officer present during discussions of the Chief Executive Officer’s compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in the Compensation Committee meetings. The Compensation Committee meets periodically throughout the year to manage and evaluate our executive compensation program, and generally determines the principal components of compensation (base salary, performance bonus and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. The Compensation Committee does not delegate authority to approve executive officer compensation. The Compensation Committee does not maintain a formal policy regarding the timing of equity awards to our executive officers.

  27. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to retain compensation consultants to assist in its evaluation of executive compensation, including the authority to approve the consultant’s reasonable fees and other retention terms. The Compensation Committee has retained Alpine Rewards as its compensation consultant. Alpine Rewards developed a group of peer companies to use as a reference in making executive compensation decisions, evaluating current executive pay practices and considering different compensation programs to aid making executive pay decisions for 2025. Alpine Rewards also conducted market research and analysis to assist the Compensation Committee in developing executive compensation levels, including appropriate salaries, target bonus amounts and equity awards for our executives, including the named executive officers. Alpine Rewards also conducted a review of our director compensation policies and practices, our long-term incentive compensation design, and an annual risk assessment. The Compensation Committee has analyzed whether the work of Alpine Rewards as compensation consultant raises any conflict of interest, taking into account relevant factors in accordance with SEC guidelines. Based on its analysis, our Compensation Committee determined that the work of Alpine Rewards and the individual compensation advisors employed by Alpine Rewards does not create any conflict of interest pursuant to the SEC rules and the Nasdaq listing rules.

  28. Use of Competitive Market Compensation Data

    Use of Competitive Market Compensation Data The Compensation Committee believes that it is important when making its compensation decisions to be informed as to the current practices of comparable public companies with which we compete for top talent. To this end, the Compensation Committee directed Alpine Rewards to develop a proposed list of our peer group companies to be used in connection with assessing the compensation practices of the publicly traded companies with whom we compete.

  29. Use of Competitive Market Compensation Data

    | 32 | Mirum Pharmaceuticals 2026 Proxy Statement |

  30. Use of Competitive Market Compensation Data

    In September 2024, Alpine Rewards proposed, and the Compensation Committee approved, a group of companies that would be appropriate peers to be utilized with respect to compensation decisions based on the following criteria: •Industry Sector and Stage – Commercial companies with a focus on rare disease with similar therapeutic focus, where appropriate •Market Capitalization – Range of $600 million to $6.0 billion •Revenue – Range of $150 million to $650 million •Location – Biotechnology hub markets with an emphasis on companies with a global presence At the time we selected our peer group, we were approximately the 50th percentile of the peer group in terms of the key metrics listed above. The peer group utilized with respect to 2025 compensation decisions was as follows:

  31. Use of Competitive Market Compensation Data

    | Acadia Pharmaceuticals | Cytokinetics | | Agios Pharmaceuticals | Dynavax Technologies | | Amicus Therapeutics | Ironwood Pharmaceuticals | | Ardelyx | MannKind | | BioCryst Pharmaceuticals | Rhythm Pharmaceuticals | | Blueprint Medicines | Supernus Pharmaceuticals | | BridgeBio Pharma | Syndax Pharmaceuticals | | Catalyst Pharmaceuticals | Travere Therapeutics | | Collegium Pharmaceuticals | Ultragenyx Pharmaceutical | | Corcept Therapeutics | Vericel | | Crinetics Pharmaceuticals | |

  32. Use of Competitive Market Compensation Data

    Using data compiled from the peer companies, or peer data, Alpine Rewards completed an assessment of our executive compensation to inform the Compensation Committee’s determinations regarding executive compensation for 2025. Alpine Rewards prepared and the Compensation Committee reviewed, a range of market data reference points (generally at the 25th, 50th, and 75th percentiles of the market data) with respect to base salary, performance bonuses, equity compensation (valued based on an approximation of grant date fair value), total target cash compensation (base salary and the annual target performance bonus) and total direct compensation (total target cash compensation and equity compensation) with respect to each of the named executive officers. The Compensation Committee did not target pay to fall at any particular percentile of the market data, but rather reviewed these market data reference points as a helpful reference point in making 2025 compensation decisions. Market data is only one of the factors that the Compensation Committee considers in making compensation decisions. The Compensation Committee considers other factors as described under the section titled “—Factors Used in Determining Executive Compensation.”

  33. Bonus Compensation

    Bonus Compensation In addition to base salaries, our named executive officers are eligible to receive annual performance-based bonuses, which are designed to provide appropriate incentives to our executive officers to achieve pre-established annual corporate goals and to reward them for individual achievement towards these goals. The annual performance-based bonus that each named executive officer is eligible to receive is based on the extent to which we achieve the corporate goals that the Board establishes each year. At the end of the year, the Compensation Committee reviews our performance against each corporate goal and approves the extent to which we achieved each of our corporate goals. The Compensation Committee typically does not establish specific individual goals for our named executive officers but instead determines each named executive officer’s performance-based bonuses according to achievement of our annual corporate goals. There is no minimum bonus percentage or amount established for the named executive officers and, thus, the bonus amounts vary from year to year based on corporate performance, in each case, pursuant to the terms of the executive officer’s offer letter described below. In March 2025, the Compensation Committee established a maximum payout for non-equity incentive plan awards payable to our named executive officers for fiscal year 2025 equal to 200% of the target value. In January 2026, the Compensation Committee assessed our overall 2025 performance against the achievement of the corporate goals to determine a total percentage of achievement. The Compensation Committee considered the following performance goals, as well as the relative weighting of these goals, in assessing overall performance for the year ended December 31, 2025:

  34. Bonus Compensation

    | Goal | Weighting | Achievement Against Goal | Weighted Achievement | | Product revenue | 50% | 200% | 100% | | Pipeline execution and expansion | 40% | 200% | 80% | | Specified operations and human resources related goals | 10% | 200% | 20% |

  35. Bonus Compensation

    The bonus targets were set in a manner intended to be challenging. No specific individual goals were established for any of our named executive officers for 2025. In January 2026, the Compensation Committee determined that the 2025 corporate goals had been achieved at an aggregate level of 200%. The main drivers of the achievement were total net product revenues for the year ended December 31, 2025 significantly exceeding initial targets set and the acquisition of brelovitug, which represents a substantial expansion of the pipeline. For 2025, Mr. Peetz’s, Mr. Bjerkholt’s, Mr. Radovich’s and Dr. Quan’s target performance bonuses were 70%, 45%, 50% and 45%, respectively, of their respective base salaries, consistent with the target bonus percentages in 2024. As a result,

  36. Bonus Compensation

    | 34 | Mirum Pharmaceuticals 2026 Proxy Statement |

  37. Bonus Compensation

    in January 2026, the Compensation Committee awarded the following bonuses to our named executive officers for performance in 2025:

  38. Bonus Compensation

    | Name | 2025 Base Salary | Target Bonus Performance | Target Performance Bonus | Corporate Goal Achievement | 2025 Performance Bonus | | Christopher Peetz | $755,000 | 70% | $528,500 | 200% | $1,057,000 | | Eric Bjerkholt | $520,000 | 45% | $234,000 | 200% | $468,000 | | Peter Radovich | $572,500 | 50% | $286,250 | 200% | $572,500 | | Joanne Quan, M.D. | $520,000 | 45% | $234,000 | 200% | $468,000 |

  39. Equity-Based Incentive Awards

    Equity-Based Incentive Awards We believe that our ability to grant equity-based awards is a valuable and necessary compensation tool that aligns the long-term financial interests of our employees, consultants and directors with the financial interests of our stockholders. In addition, we believe that our ability to grant equity-based incentive awards helps us to attract, retain and motivate employees, consultants and directors, and encourages them to devote their best efforts to our business and financial success. Our Board and our Compensation Committee are responsible for approving equity grants. Vesting of equity awards is generally tied to continuous service with us and serves as an additional retention measure. Our executives generally are awarded an initial new hire grant upon commencement of employment. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance. We initially granted all equity awards pursuant to the 2018 Equity Incentive Plan (the “2018 Plan”). Following adoption of the 2019 Plan, we have granted all equity awards pursuant to the 2019 Plan and the 2020 Inducement Plan (as amended, the “2020 Inducement Plan”). We have historically granted options to purchase our common stock (“stock options”), performance-vesting restricted stock unit (“PSU”) and time-based restricted stock unit (“RSU ”) awards to our named executive officers. We believe time-based stock options are inherently performance-based, long-term incentive vehicles that naturally incentivize our executives to create stockholder value and make decisions focused on the long-term success of our company, while RSUs strengthen the retention of the executive team. Our PSU awards promote achievement of long-term strategic goals that underlie those awards as performance metrics. In January 2025, our Compensation Committee granted the following awards, as set forth in more detail in the chart below: •stock options, which vest 25% on the first anniversary of the date of grant, with the remainder vesting in 36 monthly installments thereafter, subject to continued service through each vesting date; •RSU awards, one-third of which vest on each of the first three anniversaries of the date of grant, subject to continued service through each vesting date; and •PSU awards, which vest as described below. The PSU awards (the “2025 Executive PSUs”) are subject to a performance condition of achieving certain net product sales levels during the year ending December 31, 2026. If the performance condition is met, the first tranche of the award will vest on March 15, 2027 and the second tranche will vest on March 15, 2028, subject to continued service through each vesting date. The number of units to be vested in the first tranche of the PSU award is calculated by multiplying two-thirds of the shares subject to the PSU award by a percentage calculated based on attained net sales metrics, as certified by the Compensation Committee. The number of units to be vested in the second tranche of the PSU awards equals 50% of the units vested in the first tranche.

  40. Equity-Based Incentive Awards

    | Name | Stock Options | RSUs | PSUs | | Christopher Peetz | 153,550 | 38,390 | 38,390 | | Eric Bjerkholt | 40,000 | 10,000 | 10,000 | | Peter Radovich | 50,000 | 12,500 | 12,500 | | Joanne Quan, M.D. | 40,000 | 10,000 | 10,000 |

  41. Equity-Based Incentive Awards

    | Mirum Pharmaceuticals 2026 Proxy Statement | 35 |

  42. Equity-Based Incentive Awards

    The annual equity grants to our named executive officers are evaluated and approved by the Compensation Committee in the context of each named executive officer’s total compensation and take into account the market data provided by our compensation consultant in addition to the individual executive’s responsibilities and performance. The Compensation Committee also takes into account the recommendations of the Chief Executive Officer with respect to appropriate grants and any particular individual circumstances. In 2026, 50% of PSU awards granted to our executives were subject to a two-year performance period, while the remaining 50% were subject to a three-year performance period. These awards will be described in more detail in next year’s annual proxy. Also, in January 2024, the Compensation Committee granted PSU awards (the “2024 Executive PSUs”) with respect to 37,500, 17,250, 10,000, and 10,000 shares to Mr. Peetz, Mr. Radovich, Mr. Bjerkholt and Dr. Quan, respectively. The 2024 Executive PSUs were subject to a performance condition of achieving certain net product sales levels during the year ended December 31, 2025, with the percentage of achievement determined as follows: 50% if net product sales equaled $320 million, 100% if net product sales equaled $360 million, 200% if net product sales equaled or exceeded $400 million, a linearly adjusted percentage between 50% and 100% if net product sales were between $320 million and $360 million, and a linearly adjusted percentage between 100% and 200% if net product sales were between $360 million and $400 million in each case, with net product sales to be certified by the Compensation Committee. In January 2026, the Compensation Committee certified that net product sales equaled or exceeded $400 million for the year ended December 31, 2025 and assigned an achievement percentage of 200% to the 2024 Executive PSUs. The first tranche of the shares underlying the 2024 Executive PSUs vested on March 15, 2026, and the second tranche will vest on March 15, 2027, subject to the applicable executive employee’s continuous service through the remaining vesting date. The number of shares that vested in the first tranche was 50,000 for Mr. Peetz, 23,000 for Mr. Radovich, and 13,334 for each of Mr. Bjerkholt and Dr. Quan, which were calculated by multiplying two-thirds of the 2024 Executive PSUs granted by 200%, the achievement percentage for the 2024 Executive PSUs. The number of shares to be vested in the second tranche of the 2024 Executive PSUs equals 50% of the shares vested in the first tranche, or 25,000 for Mr. Peetz, 11,500 for Mr. Radovich, and 6,666 for each of Mr. Bjerkholt and Dr. Quan, subject to continuous service through the remaining vesting date. As described in our definitive proxy statement filed with the SEC on April 14, 2025, the second tranche of the PSU awards granted by the Compensation Committee to Mr. Peetz and Mr. Radovich in January 2023 (the “2023 Executive PSUs”) vested on March 15, 2026. For more information about the 2023 Executive PSUs, please refer to the section in that definitive proxy statement titled “Executive Compensation—Compensation Discussion and Analysis—2025 Executive Compensation Program—Equity Based Incentive Awards.” For additional information, please see the section titled “—Outstanding Equity Awards at Fiscal Year-End”.

  43. Employment Offer Letters

    Employment Offer Letters Below are descriptions of our offer letters with our named executive officers. Each of our named executive officers’ base salary, target performance bonus and equity-based incentive awards for 2025 are discussed in the sections titled “—Base Salary,” “—Bonus Compensation” and “—Equity-Based Incentive Awards.” For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with our named executive officers, please see “Executive Compensation—Potential Payments Upon Termination or Change in Control”. Mr. Peetz. We entered into an offer letter with Mr. Peetz in December 2018 and an amended and restated offer letter in May 2019, which govern the terms of his employment with us. Pursuant to the agreement, Mr. Peetz is entitled to an annual base salary, an annual target performance bonus based on the attainment of specified objectives as determined by us and equity-based incentive awards granted in the discretion of the Compensation Committee, each as may be adjusted by the Compensation Committee from time to time. Mr. Peetz’s employment is at will. Mr. Bjerkholt. We entered into an offer letter with Mr. Bjerkholt in August 2023, which governs the terms of his employment with us. Pursuant to the agreement, Mr. Bjerkholt is entitled to an annual base salary, an annual target performance bonus based on the attainment of specified objectives as determined by us and equity-based incentive awards granted in the discretion of the Compensation Committee, each as may be adjusted by the Compensation Committee from time to time. Mr. Bjerkholt’s employment is at will.

  44. Severance and Change in Control Benefits

    Severance and Change in Control Benefits For a discussion of the severance and change in control-related payments and benefits due to our named executive officers under certain circumstances, please see the section titled “Executive Compensation—Potential Payments Upon Termination or Change in Control”.

  45. Equity Grant Policies

    Equity Grant Policies Stock options are currently granted to our named executive officers under our 2019 Plan. Executives’ stock options are granted with an exercise price based on the fair market value, which is established by the 2019 Plan and generally is the closing price of our common stock on the date of grant or, if there is no such closing price, the closing price on the last preceding date for which there is a closing price. For a further discussion, please see the section titled “Executive Compensation—Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information.”

  46. Fiscal Year 2025 Summary Compensation Table

    | Name and Principal Position(s) | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Christopher Peetz Chief Executive Officer | 2025 | 755,000 | 3,683,904 | 4,931,320 | 1,057,000 | 14,000 | 10,441,224 | | | 2024 | 730,000 | 2,218,206 | 2,844,495 | 792,050 | 13,800 | 6,598,551 | | | 2023 | 660,000 | 1,761,000 | 3,383,920 | 633,600 | 13,200 | 6,451,720 | | Eric Bjerkholt Chief Financial Officer | 2025 | 520,000 | 959,600 | 1,284,616 | 468,000 | 14,000 | 3,246,216 | | | 2024 | 500,000 | 538,542 | 606,826 | 348,750 | 12,137 | 2,006,255 | | | 2023 | 151,562 | 1,673,650 | 2,417,470 | 95,246 | — | 4,337,928 | | Peter Radovich President and Chief Operating Officer | 2025 | 572,500 | 1,199,500 | 1,605,770 | 572,500 | 14,000 | 3,964,270 | | | 2024 | 550,000 | 1,020,375 | 1,327,431 | 426,250 | 13,800 | 3,337,856 | | | 2023 | 505,000 | 508,577 | 977,107 | 363,600 | 13,200 | 2,367,484 | | Joanne Quan, M.D. Chief Medical Officer(5) | 2025 | 520,000 | 959,600 | 1,284,616 | 468,000 | 14,000 | 3,246,216 | | | 2024 | 479,167 | 1,328,622 | 1,433,288 | 334,457 | 13,800 | 3,589,334 | | | 2023 | — | — | — | — | — | — |

  47. Grants of Plan-Based Awards in Fiscal Year 2025

    Grants of Plan-Based Awards in Fiscal Year 2025 The following table shows certain information regarding grants of plan-based awards to the named executive officers for the fiscal year ended December 31, 2025:

  48. Grants of Plan-Based Awards in Fiscal Year 2025

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | | Target ($) | Maximum ($) | Target (#) | Maximum (#) | | | | | | Christopher Peetz | | | | | | | | | | | Stock Options | 1/21/2025 | — | — | — | — | — | 153,550 | 47.98 | 32.12 | | RSUs | 1/21/2025 | — | — | — | — | 38,390 | — | — | 47.98 | | 2025 Executive PSU | 1/21/2025 | — | — | 38,390 | 76,780 | — | — | — | 47.98 | | Performance Bonus | 1/21/2025 | 528,500 | 1,057,000 | — | — | — | — | — | — | | Eric Bjerkholt | | | | | | | | | | | Stock Options | 1/21/2025 | — | — | — | — | — | 40,000 | 47.98 | 32.12 | | RSUs | 1/21/2025 | — | — | — | — | 10,000 | — | — | 47.98 | | 2025 Executive PSU | 1/21/2025 | — | — | 10,000 | 20,000 | — | — | — | 47.98 | | Performance Bonus | 1/21/2025 | 234,000 | 468,000 | — | — | — | — | — | — | | Peter Radovich | | | | | | | | | | | Stock Options | 1/21/2025 | — | — | — | — | — | 50,000 | 47.98 | 32.12 | | RSUs | 1/21/2025 | — | — | — | — | 12,500 | — | — | 47.98 | | 2025 Executive PSU | 1/21/2025 | — | — | 12,500 | 25,000 | — | — | — | 47.98 | | Performance Bonus | 1/21/2025 | 286,250 | 572,500 | — | — | — | — | — | — | | Joanne Quan, M.D. | | | | | | | | | | | Stock Options | 1/21/2025 | — | — | — | — | — | 40,000 | 47.98 | 32.12 | | RSUs | 1/21/2025 | — | — | — | — | 10,000 | — | — | 47.98 | | 2025 Executive PSU | 1/21/2025 | — | — | 10,000 | 20,000 | — | — | — | 47.98 | | Performance Bonus | 1/21/2025 | 234,000 | 468,000 | — | — | — | — | — | — |

  49. Grants of Plan-Based Awards in Fiscal Year 2025

    (1)This information relates to annual cash incentive award opportunities with respect to fiscal 2025 performance. Amounts actually earned under the annual cash incentive awards are reported in the “Fiscal Year 2025 Summary Compensation Table” under the “Non-Equity Incentive Plan Compensation” column. “Non-Equity Incentive Plan Awards” in 2025 did not have a threshold value. (2)“Equity Incentive Plan Awards” in 2025 did not have a threshold value. (3)Amounts represent the aggregate expense recognized for financial statement reporting purposes in accordance with FASB ASC 718 for RSU, PSU and stock option awards granted to our named executive officers. Assumptions used in the calculation of the grant date fair value of the restricted stock units are set forth in Note 12, Stock-Based Compensation, to our audited consolidated financial statements included in our Annual Report. Each RSU, PSU and stock option award was granted under the 2019 Plan. For a discussion of the equity incentive plan awards and non-equity incentive plan awards discussed in the Summary Compensation Table and Grants of Plan-Based Awards table above, please refer to the discussion under “Executive Compensation—Compensation Discussion and Analysis—Executive Compensation Program—Bonus Compensation,” “—Equity-Based Incentive Awards” and “—Employment Offer Letters.”

  50. Grants of Plan-Based Awards in Fiscal Year 2025

    | 40 | Mirum Pharmaceuticals 2026 Proxy Statement |

  51. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2025.

  52. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | | Option Awards(1) | | | | Stock Awards(2) | | | | | Name | Grant Date | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(3) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(3) | | Christopher Peetz, Chief Executive Officer | 3/12/2019(4) | 158,487 | — | 2.94 | 3/11/2029 | | | | | | | 5/14/2019(4) | 343,750 | — | 6.27 | 5/13/2029 | | | | | | | 1/10/2020(4) | 150,867 | — | 19.24 | 1/9/2030 | | | | | | | 1/7/2021(5) | 175,000 | — | 19.19 | 1/6/2031 | | | | | | | 1/6/2022(5) | 235,000 | 5,000 | 15.87 | 1/5/2032 | | | | | | | 1/31/2023(5) | 145,833 | 54,167 | 23.48 | 1/30/2033 | | | | | | | 1/31/2023(6) | | | | | 16,667 | 1,316,526 | — | — | | | 1/31/2023(7) | | | | | 25,000 | 1,974,750 | — | — | | | 1/23/2024(5) | 71,875 | 78,125 | 26.49 | 1/22/2034 | | | | | | | 1/23/2024(6) | | | | | 25,000 | 1,974,750 | — | — | | | 1/23/2024(8) | | | | | 75,000 | 5,924,250 | — | — | | | 1/21/2025(5) | — | 153,550 | 47.98 | 1/20/2035 | | | | | | | 1/21/2025(6) | | | | | 38,390 | 3,032,426 | — | — | | | 1/21/2025(9) | | | | | — | — | 76,780 | 6,064,852 | | Eric Bjerkholt, Chief Financial Officer | 9/11/2023(5) | 61,875 | 48,125 | 30.43 | 9/10/2033 | | | | | | | 9/11/2023(6) | | | | | 18,333 | 1,448,124 | — | — | | | 1/23/2024(5) | 12,379 | 16,667 | 26.49 | 1/22/2034 | | | | | | | 1/23/2024(6) | | | | | 5,333 | 421,254 | — | — | | | 1/23/2024(8) | | | | | 20,000 | 1,579,800 | — | — | | | 1/21/2025(5) | — | 40,000 | 47.98 | 1/20/2035 | | | | | | | 1/21/2025(6) | | | | | 10,000 | 789,900 | — | — | | | 1/21/2025(9) | | | | | — | — | 20,000 | 1,579,800 | | Peter Radovich, President & Chief Operating Officer | 4/28/2020(4) | 185,000 | — | 16.26 | 4/27/2030 | | | | | | | 1/7/2021(5) | 65,000 | — | 19.19 | 1/6/2031 | | | | | | | 1/6/2022(5) | 58,750 | 1,250 | 15.87 | 1/5/2032 | | | | | | | 1/31/2023(5) | 42,109 | 15,641 | 23.48 | 1/30/2033 | | | | | | | 1/31/2023(6) | | | | | 4,813 | 380,179 | — | — | | | 1/31/2023(7) | | | | | 7,220 | 570,308 | — | — | | | 1/23/2024(5) | 33,541 | 36,459 | 26.49 | 1/22/2034 | | | | | | | 1/23/2024(6) | | | | | 11,500 | 908,385 | — | — | | | 1/23/2024(8) | | | | | 34,500 | 2,725,155 | — | — | | | 1/21/2025(5) | — | 50,000 | 47.98 | 1/20/2035 | | | | | | | 1/21/2025(6) | | | | | 12,500 | 987,375 | — | — | | | 1/21/2025(9) | | | | | — | — | 25,000 | 1,974,750 | | Joanne Quan, M.D., Chief Medical Officer | 1/16/2024(5) | 35,937 | 39,063 | 26.72 | 1/15/2034 | | | | | | | 1/16/2024(6) | | | | | 25,000 | 1,974,750 | — | — | | | 1/23/2024(8) | | | | | 20,000 | 1,579,800 | — | — | | | 1/21/2025(5) | — | 40,000 | 47.98 | 1/20/2035 | | | | | | | 1/21/2025(6) | | | | | 10,000 | 789,900 | — | — | | | 1/21/2025(9) | | | | | — | — | 20,000 | 1,579,800 |

  53. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Mirum Pharmaceuticals 2026 Proxy Statement | 41 |

  54. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1)All of the option awards were granted under the 2018 Plan, the 2019 Plan or the 2020 Inducement Plan. All of the option awards were granted with a per share exercise price equal to the fair value of one share of our common stock on the date of grant, as determined in good faith by the Board or Compensation Committee, as applicable. (2)All of the stock awards were granted under the 2019 Plan or the 2020 Inducement Plan. (3)The market value of awards in this column is calculated by multiplying the number of shares underlying the award shown in the table by $78.99, the closing price of our common stock on December 31, 2025. (4)Fully vested. (5)1/4th of the shares subject to this option award vest one year after the Grant Date. Thereafter, the shares vest in a series of 36 successive equal monthly installments at the end of each month, provided that the award recipient continues to provide services to us through each such date. (6)Represents an RSU award that vests in three equal annual installments on the anniversary of the Grant Date, provided, in each case, that the holder is then providing services to us in accordance with the terms of the 2019 Plan or the 2020 Inducement Plan, as applicable. (7)Represents the 2023 Executive PSUs, the first tranche of which vested March 15, 2025. In January 2025, the Compensation Committee certified the achievement of the performance condition for the 2023 Executive PSUs at the maximum performance level. Accordingly, the 2023 Executive PSUs that remain outstanding as of December 31, 2025 are reported at the maximum performance level. (8)Represents the 2024 Executive PSUs, the first tranche of which vested March 15, 2026. As of December 31, 2025, the performance condition of the 2024 Executive PSUs had exceeded the target performance levels, notwithstanding the fact that the Compensation Committee had not yet certified the achievement of the performance condition. Accordingly, the 2024 Executive PSUs that remain outstanding are reported at the maximum performance level. (9)Represents the 2025 Executive PSUs, which are reported at the maximum performance level.

  55. Option Exercises and Stock Vested in Fiscal Year 2025

    Option Exercises and Stock Vested in Fiscal Year 2025 The following table shows for the fiscal year ended December 31, 2025, certain information regarding stock vested and stock options exercised during the last fiscal year with respect to the named executive officers.

  56. Option Exercises and Stock Vested in Fiscal Year 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Christopher Peetz | 139,133 | 7,527,492 | 92,499 | 4,211,278 | | Eric Bjerkholt | 2,954 | 112,931 | 21,000 | 1,522,874 | | Peter Radovich | — | — | 28,336 | 1,298,019 | | Joanne Quan, M.D. | — | — | 12,500 | 572,875 |

  57. Option Exercises and Stock Vested in Fiscal Year 2025

    (1)The value realized on exercise is calculated as the difference between the closing price of our common stock on the date of exercise and the applicable exercise price of such options, multiplied by the number of shares underlying the options that were exercised. (2)The value realized on vesting is based on the number of shares of our common stock underlying the RSU awards that vested, multiplied by the closing market price of our common stock on the vesting date.

  58. Option Exercises and Stock Vested in Fiscal Year 2025

    | 42 | Mirum Pharmaceuticals 2026 Proxy Statement |

  59. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following is a discussion of the severance and change in control-related payments and benefits due to our named executive officers under certain circumstances. Our Board may approve revisions, amendments or additions to these benefits from time to time. Regardless of the manner in which a named executive officer’s service terminates, the named executive officer is entitled to receive amounts earned during his or her term of service, including salary and unused vacation pay. We maintain a severance benefit plan and have entered into a severance benefit plan participation agreement with each of our named executive officers. Pursuant to these agreements, upon a termination without “cause” or resignation for “good reason” (each as defined below) and the execution of a release of claims, each of our named executive officers will be entitled to continued payment of base salary (12 months for Mr. Peetz and nine months for Messrs. Bjerkholt and Radovich, and Dr. Quan), 12 months of accelerated vesting of all outstanding equity awards that are subject to time-based vesting, measured from the date of termination, and payment of continued group health benefits (12 months for Mr. Peetz and nine months for Messrs. Bjerkholt and Radovich, and Dr. Quan). In addition, upon a termination without cause or resignation for good reason during the period commencing three months prior to a “Change in Control” (as defined below) and ending 12 months following a change in control, subject to the execution of a release of claims, each of our named executive officers will be entitled to extended payment of base salary (24 months for Mr. Peetz and 18 months for Messrs. Bjerkholt and Radovich, and Dr. Quan), accelerated vesting in full of all outstanding equity awards upon the earlier of the Change in Control or the effective date of the release (with any award subject to performance-based vesting that has multiple performance-based vesting levels being deemed to have attained the 100% level), payment of continued group health benefits (24 months for Mr. Peetz and 18 months for Messrs. Bjerkholt and Radovich, and Dr. Quan) and payment of a certain percentage of any annual performance bonus (200% for Mr. Peetz and 150% for Messrs. Bjerkholt and Radovich, and Dr. Quan). For purposes of the severance benefit plan, the following definitions apply: •“cause” generally means the occurrence of any of the following events, conditions or actions with respect to the executive: (i) commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) attempted commission of, or participation in, a fraud or act of dishonesty against us; (iii) intentional, material violation of any contract or agreement between the executive and us or of any statutory duty owed to us; (iv) unauthorized use or disclosure of our confidential information or trade secrets; or (v) gross misconduct; •“good reason” generally means the following events, conditions or actions taken by us with respect to the executive without cause and without the executive’s express written consent: (i) a material reduction of the executive’s annual base salary, which is a reduction of at least 10% of such executive’s base salary (unless pursuant to a salary reduction program applicable generally to our similarly situated employees); (ii) a material reduction in the executive’s authority, duties or responsibilities; (iii) a material reduction in the authority, duties, or responsibilities of the supervisor to whom the executive is required to report; (iv) a relocation of the executive’s principal place of employment to a place that increases such executive’s one-way commute by more than 50 miles as compared to such executive’s then-current principal place of employment immediately prior to such relocation; and •“change in control” generally means the following events: (i) a change in ownership of representing more than 50% of the combined voting power of our outstanding securities, other than by virtue of a merger, consolidation or similar transaction; (ii) a merger, consolidation or similar transaction in which our stockholders do not own more than 50% of the combined voting power of the surviving entity or its parent; (iii) a dissolution or liquidation, except for a liquidation into a parent corporation; and (iv) a sale, lease, exclusive license or other disposition of all or substantially all of our assets.

  60. Potential Payments Upon Termination or Change in Control

    | Mirum Pharmaceuticals 2026 Proxy Statement | 43 |

  61. Potential Payments Upon Termination or Change in Control

    The table below sets forth the amount of compensation payable to each named executive officer upon (i) the named executive officer’s termination of employment without cause or resignation for good reason and (ii) the named executive officer’s termination of employment without cause or resignation for good reason in connection with or following a change in control of the Company. The amounts shown in the table below assume that such termination of employment and/or change in control was effective as of December 31, 2025, and thus are estimates of the amounts that would be paid out to our named executive officers in such circumstances.

  62. Potential Payments Upon Termination or Change in Control

    | Name | Type of Termination | Base Salary ($)(1) | Bonus ($)(2) | Accelerated Vesting of Equity Awards ($)(3) | Total ($) | | Christopher Peetz | Termination without cause or with good reason | 755,000 | — | 12,630,928 | 13,385,928 | | | Termination without cause or with good reason in connection with a change in control | 1,510,000 | 1,057,000 | 26,478,562 | 29,045,562 | | Eric Bjerkholt | Termination without cause or with good reason | 390,000 | — | 4,271,880 | 4,661,880 | | | Termination without cause or with good reason in connection with a change in control | 780,000 | 351,000 | 8,691,445 | 9,822,445 | | Peter Radovich | Termination without cause or with good reason | 429,375 | — | 4,275,816 | 4,705,191 | | | Termination without cause or with good reason in connection with a change in control | 858,750 | 429,375 | 9,607,929 | 10,896,054 | | Joanne Quan, M.D. | Termination without cause or with good reason | 390,000 | — | 2,825,128 | 3,215,128 | | | Termination without cause or with good reason in connection with a change in control | 780,000 | 351,000 | 7,626,673 | 8,757,673 |

  63. Potential Payments Upon Termination or Change in Control

    (1)In the event of termination without cause or with good reason, represents continued payment of base salary in accordance with our current payroll practices for 12 months for Mr. Peetz and nine months for the other named executive officers. In the event of termination without cause or with good reason in connection with a change in control, represents continued payment of base salary in accordance with our current payroll practices for 24 months for Mr. Peetz and 18 months for the other named executive officers. (2)In the event of termination without cause or with good reason in connection with a change in control, represents a lump sum cash payment equal to the named executive officer’s target bonus for the applicable fiscal year, pro-rated based on the date of termination. (3)The value of restricted stock unit award vesting acceleration is based on the closing price of $78.99 per share of our common stock as of December 31, 2025.

  64. Pay Ratio Disclosure

    Pay Ratio Disclosure Pursuant to Item 402(u) of Regulation S-K, presented below is the ratio of annual total compensation of our CEO to the annual total compensation of our median employee (except our CEO). The ratio presented below is a reasonable estimate calculated in a manner consistent with Item 402(u). The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. For fiscal year 2025, •the median of the annual total compensation of all employees of the Company (other than the CEO) was $434,769; and •the annual total compensation of the CEO, as reported in the Summary Compensation Table included in this Proxy Statement, was $10,441,224.

  65. Pay Ratio Disclosure

    | 44 | Mirum Pharmaceuticals 2026 Proxy Statement |

  66. Pay Ratio Disclosure

    Based on this information, the ratio of the annual total compensation of the CEO to the median of the annual total compensation of all employees was 24 to 1. We identified our median compensated employee from all full-time and part-time employees who were included as employees on our payroll records as of a determination date of December 31, 2025. We did not include any contractors or other non-employee workers in our employee population. We used a consistently applied compensation measure consisting of annual base salary, annual bonus or commission targets, and the grant date value of equity awards granted during fiscal year 2025. We annualized base salary, target annual bonus and commission for any full-time and part-time employees who commenced work during fiscal year 2025 to reflect a full year, and non-United States employees’ pay was converted to U.S. dollar equivalents using applicable exchange rates as of the determination date.

  67. Pay Versus Performance

    Pay Versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the Compensation Committee view the link between the Company’s performance and named executive officer pay. For further information regarding our compensation philosophy and how we seek to align executive compensation with the Company’s performance, refer to “Executive Compensation—Compensation Discussion and Analysis.”

  68. Required Tabular Disclosure of Pay Versus Performance for Fiscal Year 2025

    Required Tabular Disclosure of Pay Versus Performance for Fiscal Year 2025 The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. Use of the term “compensation actually paid” (or “CAP ”) is required by the SEC’s rules and, as a result of the calculation methodology required by the SEC, such amounts differ from compensation actually received by the individuals and the compensation described in the section titled “Executive Compensation”.

  69. Required Tabular Disclosure of Pay Versus Performance for Fiscal Year 2025

    | | Summary Compensation Table Total for our Principal Executive Officer (“PEO”) (1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (“NEOs”)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Value of Initial Fixed $100 Investment Based On: | | Net Loss (in thousands)(5) | Net Product Sales (in thousands)(6) | | | | | | | Total Stockholder Return (“TSR”)(4) | Peer Group Total Shareholder Return(4) | | | | Year | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2025 | 10,441,224 | 29,652,128 | 3,485,567 | 9,609,110 | 495.24 | 124.72 | (23,363) | 521,312 | | 2024 | 6,598,551 | 13,020,920 | 2,977,815 | 4,718,862 | 259.25 | 93.47 | (87,942) | 336,409 | | 2023 | 6,451,720 | 9,428,246 | 3,352,706 | 3,788,453 | 185.08 | 94.01 | (163,415) | 178,874 | | 2022 | 4,402,664 | 6,502,088 | 1,525,479 | 2,126,933 | 122.26 | 89.88 | (135,665) | 75,062 |

  70. Required Tabular Disclosure of Pay Versus Performance for Fiscal Year 2025

    (1)The following individuals are our PEO and other non-PEO NEOs for each fiscal year:

  71. Required Tabular Disclosure of Pay Versus Performance for Fiscal Year 2025

    | Year | PEO | Non-PEO NEOs | | 2025 | Christopher Peetz | Eric Bjerkholt Peter Radovich Joanne Quan, M.D. | | 2024 | Christopher Peetz | Eric Bjerkholt Peter Radovich Joanne Quan, M.D. | | 2023 | Christopher Peetz | Eric Bjerkholt Peter Radovich | | 2022 | Christopher Peetz | Lara Longpre Peter Radovich Pamela Vig, Ph.D. |

  72. Required Tabular Disclosure of Pay Versus Performance for Fiscal Year 2025

    | Mirum Pharmaceuticals 2026 Proxy Statement | 45 |

  73. Required Tabular Disclosure of Pay Versus Performance for Fiscal Year 2025

    (2)Represents the amount of total compensation reported for Christopher Peetz (our Chief Executive Officer) and the average total compensation for our non-PEO NEOs for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Summary Compensation Table.” (3)Represents the amount of CAP to Christopher Peetz and the average amount of CAP to our Non-PEO NEOs, respectively, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the reported total compensation for the last fiscal year to determine the CAP (the adjustments for prior years are disclosed in our definitive proxy statements for our 2024 and 2025 annual meetings of stockholders):

  74. Required Tabular Disclosure of Pay Versus Performance for Fiscal Year 2025

    | Year | NEOs | Summary Compensation Table Total Compensation | Deduct: Grant Date Fair Value of the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY* | Add: Fair Value at Applicable FY End of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End* | Add: Change in Fair Value from the end of the Prior FY to the end of the Applicable FY of Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End* | Add: Change in Fair Value from the end of the Prior FY to the Vesting Date of Awards Granted during Prior FY that Vested During Applicable FY* | CAP | | | | ($) | ($) | ($) | ($) | ($) | ($)^ | | 2025 | PEO | 10,441,224 | (8,615,224) | 15,523,868 | 9,750,330 | 2,551,930 | 29,652,128 | | | Average non-PEO NEOs | 3,485,567 | (2,431,234) | 4,380,822 | 3,429,488 | 744,467 | 9,609,110 |

  75. Required Tabular Disclosure of Pay Versus Performance for Fiscal Year 2025

    * The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. ^ Amount of equity award adjustments may differ from amount reported in the table above due to rounding. (4)For the relevant fiscal year, represents the cumulative TSR of our common stock and the NASDAQ Biotechnology Index at the end of each fiscal year. In each case, assume an initial investment of $100 on December 31, 2021. (5)The dollar amounts reported represent the amount of Net Loss reflected in the Company’s audited financial statements for the applicable year. (6)As required by Item 402(v) of Regulation S-K, we have determined that net product sales is the Company-Selected Measure, the calculation of which is described in our Annual Report. Net product sales may not have been the most important financial performance measure for years prior to 2022 and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  76. CAP VS. NET LOSS

    | | Compensation Actually Paid (PEO) | | Avg. Compensation Actually Paid (Non-PEO NEOs) | | Net Loss |

  77. CAP VS. CUMULATIVE TSR

    | | | | | | | | | Compensation Actually Paid (PEO) | | Avg. Compensation Actually Paid (Non-PEO NEOs) | | Cumulative TSR (based on $100 investment on December 31, 2021) |

  78. CAP VS. NET PRODUCT SALES

    | | | | | | | | | Compensation Actually Paid (PEO) | | Avg. Compensation Actually Paid (Non-PEO NEOs) | | Net Product Sales |

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

    | Non-Employee Director Compensation in Fiscal Year 2025 |

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

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Laura Brege | 90,625 | 174,988 | 174,855 | 440,468 | | Lon Cardon, Ph.D., FMedSci | 55,000 | 174,988 | 174,855 | 404,843 | | William C. Fairey | 71,875 | 174,988 | 174,855 | 421,718 | | Laurent Fischer, M.D. | 80,000 | 174,988 | 174,855 | 429,843 | | Michael Grey | 110,000 | 174,988 | 174,855 | 459,843 | | Patrick Heron | 60,000 | 174,988 | 174,855 | 409,843 | | Saira Ramasastry, M.S., M.Phil. | 71,875 | 174,988 | 174,855 | 421,718 | | Timothy Walbert | 65,000 | 174,988 | 174,855 | 414,843 |

  81. Non-Employee Director Compensation in Fiscal Year 2025

    Non-Employee Director Compensation in Fiscal Year 2025 methodology, rounded down to the nearest whole share) and 50% as an Initial Director RSU Grant (valued using the closing sales price per share of our common stock as of the date of grant for each RSU, rounded down to the nearest whole share); and •an annual equity grant consisting of a nonstatutory stock option (an “Annual Director Option Grant ”) and an RSU award (an “Annual Director RSU Grant ” and together with the Annual Director Option Grant, the “Annual Director Grant ”) on the date of each of our annual stockholder meetings with an aggregate grant date fair value of the Annual Director Grant equal to $300,000, with 50% of such dollar value awarded as an Annual Director Option Grant (as determined using the Black-Scholes calculation methodology, rounded down to the nearest whole share) and 50% as an Annual Director RSU Grant (valued using the closing sales price per share of our common stock as of the date of grant for each RSU, rounded down to the nearest whole share). Each of the option grants described above were granted under our 2019 Plan. Each share subject to an Initial Director Grant will vest and become exercisable in three equal annual installments over the three-year period following the date of grant, subject to the director’s continuous service as of each such date, and will vest in full upon a change of control. Each Annual Director Grant will vest and become exercisable on the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the director’s continuous service as of such date, and will vest in full upon a change of control. The term of each option will be ten years, subject to earlier termination as provided in the 2019 Plan. The Company also has a deferral program for Initial Director RSU Grants and Annual Director RSU Grants to non-employee directors. Such deferral program allows non-employee directors to defer receipt of shares that may vest under future Initial Director RSU Grants and Annual Director RSU Grants until the earlier to occur of (a) 60 days following separation from service or (b) immediately prior to a change in control. In April 2025, our Board, upon the recommendation of the Compensation Committee, adopted a revised non-employee director compensation policy effective as of April 2, 2025 (the “April 2025 Non-Employee Director Compensation Policy ”), which applied for the second quarter of 2025 onwards. The April 2025 Non-Employee Director Compensation Policy made no changes to the non-employee director compensation in effect prior to such revised policy, except: •the additional annual cash retainer for services as a member of the Audit Committee increased from $10,000 to $12,500; •the additional annual cash retainer for services as Chair of the Audit Committee increased from $20,000 to $25,000; •the aggregate grant date fair value of an Initial Director Grant increased from $450,000 to $550,000; and •the aggregate grant date fair value of an Annual Director Grant increased from $300,000 to $350,000.