Syndax Pharmaceuticals Inc DEF 14A, filed Apr 30, 2026
Syndax Pharmaceuticals Inc (SNDX)
About this DEF 14A
Syndax Pharmaceuticals Inc filed this DEF 14A on April 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant Filed by a party other than the Registrant
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
April 30, 2026
Dear Stockholder:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Syndax Pharmaceuticals, Inc. (“Syndax”) The meeting will be held on June 10, 2026 at 12:00 p.m. EDT. The Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the meeting in person. You can attend the Annual Meeting online, vote your shares electronically, and submit your questions during the Annual Meeting by visiting www.meetnow.global/MUGAWRX.
Details regarding admission to the Annual Meeting and the business to be conducted at the Annual Meeting are more fully described in the accompanying Notice of 2026 Annual Meeting of Stockholders and proxy statement.
The agenda for the Annual Meeting includes the election of two (2) Class I directors, each to serve a three-year term, a non-binding advisory vote on the compensation paid to Syndax’s named executive officers, the ratification of the appointment of Deloitte & Touche LLP as Syndax’s independent registered public accounting firm for the fiscal year ending December 31, 2026, approval of the Company’s 2026 equity incentive plan, and approval of the Company’s 2026 employee stock purchase plan.
Under Securities and Exchange Commission rules, Syndax is providing access to the proxy materials for the Annual Meeting to stockholders via the Internet. Accordingly, you can access the proxy materials and vote your shares in advance of the Annual Meeting at www.investorvote.com/SNDX. Instructions for accessing the proxy materials and voting are described in the attached proxy statement and in the Notice Regarding Availability of Proxy Materials that you received. Your vote is very important. Whether or not you plan to attend the Annual Meeting, please carefully review the proxy statement and then cast your vote, regardless of the number of shares you hold. If you are a stockholder of record, you may vote over the Internet, by telephone, or, if you request to receive a printed set of the proxy materials, by completing, signing, dating and mailing the accompanying proxy card in the return envelope. Submitting your vote via the Internet in advance of the Annual Meeting or by telephone or proxy card will not affect your right to vote during the Annual Meeting if you decide to attend the Annual Meeting. If your shares are held in street name (held for your account by a broker, bank or other agent), you will receive instructions from your broker, bank or other agent explaining how to vote your shares, and you will have the option to cast your vote by telephone or over the Internet in advance of the Annual Meeting if your voting instruction form from your broker, bank or other agent includes instructions and a toll-free telephone number or Internet website to do so. In any event, to be sure that your vote will be received in time, please cast your vote by your choice of available means at your earliest convenience.
We hope that you will join us on June 10, 2026 and greatly appreciate your continuing interest in Syndax.
Sincerely,
Michael A. Metzger
Chief Executive Officer
You are cordially invited to attend the Annual Meeting. Whether or not you expect to attend the Annual Meeting virtually, please vote by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible in order to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. If you participate virtually in the Annual Meeting, you may vote at that time, even if you previously submitted your vote. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that agent in order to vote your shares that are held in such agent’s name and account and registered with Computershare as set forth in the proxy statement accompanying this notice.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
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12:00 p.m., Eastern Daylight Time |
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Wednesday, June 10, 2026 |
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Virtual Meeting |
The Annual Meeting will be a virtual meeting through which you can listen to the meeting, submit questions and vote online. You may access the Annual Meeting by visiting www.meetnow.global/MUGAWRX and entering the control number (included in the Notice Regarding the Availability of Proxy Materials mailed to you). Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. |
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Purpose |
(1) To elect the Board of Directors’ nominees, Pierre Legault and Michael A. Metzger, as Class I members of the Board of Directors, to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal. (2) To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement. (3) To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. (4) To approve the Syndax Pharmaceuticals, Inc. 2026 Equity Incentive Plan. (5) To approve the Syndax Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan. (6) To transact any other business that may properly come before the meeting or any adjournment or postponement thereof. These items of business are more fully described in the proxy statement accompanying this notice. |
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The Board of Directors has fixed the close of business on April 21, 2026 as the record date for determining stockholders entitled to notice of and to vote at the meeting.
A list of stockholders entitled to vote at the Annual Meeting will be available for inspection by any stockholder of record for purposes germane to the Annual Meeting for a period of ten (10) days prior to the Annual Meeting. Please contact the Secretary of the Company to make arrangements to inspect the list. In addition, during the Annual Meeting, that list of stockholders will be available for examination by any stockholder of record at www.meetnow.global/MUGAWRX. |
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By order of the Board of Directors,
Luke J. Albrecht
General Counsel & Secretary
New York, New York
April 30, 2026
TABLE OF CONTENTS
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PROPOSAL 2 — ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS |
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PROPOSAL 3 — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
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PROPOSAL 4 — APPROVAL OF THE SYNDAX PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN |
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PROPOSAL 5 — APPROVAL OF THE SYNDAX PHARMACEUTICALS, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN |
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i
ii
SYNDAX PHARMACEUTICALS, INC.
730 THIRD AVENUE, FLOOR 9
NEW YORK, NEW YORK 10017
PROXY STATEMENT
FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 10, 2026
AT 12:00 PM EDT
GENERAL INFORMATION
Why did I receive a notice regarding the availability of proxy materials on the internet?
Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials to our stockholders via the Internet. Accordingly, on or about April 30, 2026, we sent you a Notice Regarding Availability of Proxy Materials (“Notice of Internet Availability”) because the Board of Directors (the “Board”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (“Annual Meeting”), including at any adjournments or postponements of the meeting. The Notice of 2026 Annual Meeting of Stockholders (“Notice of Annual Meeting”), this proxy statement and proxy card or, for shares held in “street name” (i.e., shares held for your account by a broker, bank or other agent), voting instruction form, and the Annual Report on Form 10-K for the year ending December 31, 2025 (collectively, the “Proxy Materials”) are available to stockholders on the Internet. Instructions on how to access the Proxy Materials over the Internet or to request a printed copy may be found in the Notice of Internet Availability. The Notice of Internet Availability will also provide instructions as to how stockholders may request that a printed set of the Proxy Materials, including a proxy card, be sent to them by mail. The Notice of Internet Availability will also provide voting instructions.
As used in this proxy statement, “we,” “us,” “our” and the “Company” refer to Syndax Pharmaceuticals, Inc. The term “Annual Meeting,” as used in this proxy statement, includes any adjournment or postponement of such meeting.
Will I receive any other proxy materials by mail?
You will not receive any additional Proxy Materials by mail unless you request a printed copy of the Proxy Materials in accordance with the instructions set forth in the Notice of Annual Meeting. We may elect, in our discretion, to send you a proxy card and a second Notice of Internet Availability, which we may send on or after May 11, 2026.
Why is Syndax conducting a virtual Annual Meeting?
We believe that conducting a virtual Annual Meeting is in the best interest of our stockholders and enables increased stockholder attendance and participation, improves communication and lowers costs while reducing the environmental impact of the meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting, including the ability to submit questions and comments and to vote.
When is the record date for the Annual Meeting?
The Board has fixed the record date for the Annual Meeting as of the close of business on April 21, 2026 (the “Record Date”).
How do I attend the Annual Meeting?
The Annual Meeting will be a completely virtual meeting of stockholders through which you can listen to the meeting, submit questions and vote online. You are entitled to participate in the Annual Meeting only if you were a stockholder of the Company as of the Record Date, or if you hold a valid proxy for the Annual Meeting.
The meeting will be held at 12:00 p.m. Eastern Daylight Time (“EDT”) on Wednesday, June 10, 2026, and can be accessed by visiting www.meetnow.global/MUGAWRX and entering the control number included on your Notice of Internet Availability, on your proxy card or on the instructions that accompanied your Proxy Materials, as applicable. We expect most beneficial owners will be able to attend the Annual Meeting, vote their shares and ask questions using the control number found on the voting instructions included with the proxy materials; however, not every broker, bank or other intermediary provides
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for this convenience. If you were not provided a control number, please contact the intermediary through which you hold your shares to see if one can be provided. Whether or not you were provided a control number, we recommend that all beneficial owners confirm with the intermediary through which they hold their shares whether they can participate at the Annual Meeting using a control number provided by such intermediary. If your intermediary does not provide for this convenience, to participate at the Annual Meeting, you will be required to request a legal proxy from your intermediary and to register such legal proxy in advance of the annual meeting with Computershare. If registration is required, please see “How do I register to attend the Annual Meeting virtually on the Internet?” below. If your intermediary does provide for this convenience, please visit www.meetnow.global/MUGAWRX on the day of the Annual Meeting and enter your control number found on the voting instructions included with your proxy materials. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement. Information on how to vote online during the Annual Meeting is discussed below.
What if I have technical difficulties or trouble accessing the virtual Annual Meeting?
We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual Annual Meeting. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted at https://support.vevent.com or at www.meetnow.global/MUGAWRX. Technical support will be available starting at 11:30 a.m. EDT on June 10, 2026.
How do I register to attend the Annual Meeting virtually on the Internet?
If you are a registered stockholder (i.e., you hold your shares through our transfer agent, Fidelity Stock Transfer (“Fidelity”)), you do not need to register to attend the Annual Meeting. Please follow the instructions on the Notice of Annual Meeting or proxy card that you received to join the Annual Meeting.
If you hold your shares through an intermediary, such as a broker, bank or other agent, we recommend that you contact such intermediary to confirm whether the intermediary permits beneficial owners to use the control number found on the voting instructions included with the proxy materials, if any, to attend the Annual Meeting, vote their shares and ask questions. If your intermediary does not provide for this convenience, you will be required to request a valid legal proxy from your intermediary and you must register with Computershare in advance to attend the Annual Meeting or to vote or ask questions during the Annual Meeting.
To register to attend the Annual Meeting you must submit proof of your proxy power (legal proxy) reflecting your holdings in the Company along with your name and email address to Computershare Trust Company, N.A. (“Computershare”). Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. EDT on June 4, 2026. You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to Computershare as follows:
By email: |
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Forward the email from your broker, bank or other agent, or attach an image of your legal proxy, to legalproxy@computershare.com |
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By mail: |
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Computershare Trust Company, N.A. |
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Syndax Pharmaceuticals Legal Proxy |
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P.O. Box 43001 |
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Providence, RI 02940-3001 |
Who can vote at the Annual Meeting?
Only stockholders as of the Record Date, which we refer to as stockholders of record, will be entitled to vote at the Annual Meeting. On this Record Date, a total of 88,595,948 shares of common stock of the Company were issued and outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter.
Stockholder of Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with Fidelity, then you are a stockholder of record. As a stockholder of record, you may vote at the meeting, vote by proxy over the telephone or through the internet, or vote by proxy using a proxy card that you may request or that we may elect to deliver later. Whether or not you plan to attend the meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend the Annual Meeting and vote even if you have already voted by proxy.
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Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent
If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other agent, then you are the beneficial owner of shares held in “street name” and the Notice of Internet Availability is being forwarded to you by that intermediary. The intermediary holding your shares in an account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your intermediary regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. You must follow the instructions provided by your intermediary to vote your shares per your instructions. Alternatively, many intermediaries provide the means to grant proxies or otherwise instruct them to vote your shares by telephone and via the internet, including by providing you with a control number via email or on your proxy card or your voting instruction form. If you wish to vote prior to or at the Annual Meeting, you must follow the instructions from your intermediary, including any requirement to obtain a valid legal proxy and to register any such legal proxy with Computershare. For more information, see “How do I attend the Annual Meeting?” above.
How do I vote?
If you are a stockholder of record and your shares are registered directly in your name, you may vote:
If your shares of common stock are held in street name (i.e., held for your account by a broker, bank or other agent), you should have received a Notice of Internet Availability containing voting instructions from that organization rather than from us. You should follow the instructions in the Notice of Internet Availability to ensure your vote is counted. To vote during the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent or contact your broker, bank or other agent to request a proxy form.
Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.
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What are the Board’s recommendations on how to vote my shares?
The Board recommends a vote:
Proposal 1: FOR the election of the two Class I director nominees (page 7)
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Proposal 2: FOR the advisory vote on the compensation paid to our named executive officers (“NEOs”) (page 19)
Proposal 3: FOR the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm (page 20)
Proposal 4: FOR the approval of the Syndax Pharmaceutics, Inc. 2026 Equity Incentive Plan (the “2026 Plan”) (page21)
Proposal 5: FOR the approval of the Syndax Pharmaceutics, Inc. 2026 Employee Stock Purchase Plan (the “ESPP”) (page 29)
Who pays the cost for soliciting proxies?
We will pay the entire cost of soliciting proxies. In addition to these Proxy Materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokers, banks, and other agents for the cost of forwarding these proxy materials to their beneficial owners.
If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote but do not make specific choices?
If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or online at the annual meeting, your shares will not be voted.
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all nominees for director (Proposal 1), “For” the advisory approval of the compensation paid to our named executive officers (Proposal 2), “For” the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm (Proposal 3), “For” the approval of the Company’s 2026 Equity Incentive Plan (Proposal 4), and “For” the approval of the Company’s 2026 Employee Stock Purchase Plan (Proposal 5 or the “ESPP Proposal”). If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
If I am a beneficial owner of shares held in street name and I do not provide my broker, bank or other agent with voting instructions, what happens?
If you are a beneficial owner of shares held in street name and you do not instruct your broker, bank or other agent how to vote your shares, your broker, bank or other agent may still be able to vote your shares in its discretion. Brokers, banks and other securities intermediaries may use their discretion to vote your “uninstructed” shares with respect to matters considered to be “routine,” but not with respect to “non-routine” matters. Proposals 1, 2, 4 and 5 are considered to be “non-routine,” meaning that your broker may not vote your shares on those proposals in the absence of your voting instructions. Proposal 3 is considered to be a “routine” matter, meaning that if you do not return voting instructions to your broker by its deadline, your shares may be voted by your broker in its discretion on Proposal 3.
If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure that your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials that you receive from your broker, bank or other agent.
Can I change my vote?
Stockholder of Record: Shares Registered in Your Name
Yes. If you are the stockholder of record for your shares, you may revoke your proxy at any time before the final vote at the Annual Meeting in one of the following ways:
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Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Similar Organization
If your shares are held in street name, you must contact your broker, bank or other agent for instructions as to how to change your vote. Your attendance at the Annual Meeting does not revoke your proxy. Your last vote, whether prior to or at the Annual Meeting, is the vote that we will count.
How is a quorum reached?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting or represented by proxy. Shares held of record by stockholders or brokers, bankers or other nominees who do not return a valid proxy or attend the Annual Meeting will not be considered present or represented at the Annual Meeting and will not be counted in determining the presence of a quorum. The inspectors of election appointed for the Annual Meeting will determine whether a quorum is present.
Abstentions and broker non-votes, if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the meeting. If there is no quorum, the chairperson of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.
What are “broker non-votes”?
As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be “non-routine,” the broker or nominee cannot vote the shares. When there is at least one “routine” matter that the broker, bank or other securities intermediary votes on, the shares that are unvoted on “non-routine” matters are counted as “broker non-votes.” Proposal 3 is a “routine” matter, and we therefore expect brokers, banks or other securities intermediaries to vote on that proposal. The remaining proposals are considered to be “non-routine,” and we therefore expect broker non-votes to exist in connection with those proposals.
What vote is required to approve each item and how are votes counted?
The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.
Proposal Number |
Proposal Description |
Vote Required for Approval |
Effect of Abstentions |
Effect of Broker Non-Votes |
Matter |
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Election of Directors |
Nominees receiving the most “For” votes; withheld votes will have no effect. |
Not applicable |
No effect |
Non-routine |
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Advisory approval of the compensation of our named executive officers |
“For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy and such votes are entitled to vote on the matter and are voted “for” or “against” the matter. |
No effect |
No effect |
Non-routine |
3. |
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm |
“For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy and such votes are entitled to vote on the matter and are voted “for” or “against” the matter. |
No effect |
Not applicable(1) |
Routine |
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4. |
Approval of the Company’s 2026 Equity Incentive Plan |
“For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy and such votes are entitled to vote on the matter and are voted “for” or “against” the matter. |
No effect |
No effect |
Non-routine |
5. |
Approval of the Company’s 2026 Employee Stock Purchase Plan |
“For” votes from the holders of a majority of the voting power of the shares present in person or represented by proxy and such votes are entitled to vote on the matter and are voted “for” or “against” the matter. |
No effect |
No effect |
Non-routine |
Could other matters be decided at the Annual Meeting?
We do not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.
What happens if the Annual Meeting is postponed or adjourned?
Your proxy may be voted at the postponed or adjourned meeting. You will still be able to change your proxy until it is voted.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K (“Form 8-K”) that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
What does it mean if I receive more than one Notice of Internet Availability?
It means that your shares may be registered in one or more names or multiple accounts at the transfer agent or with brokers. Please follow the instructions on the notices to ensure that all your shares are voted.
Who should I call if I have any additional questions?
If you are the stockholder of record for your shares, please call Luke J. Albrecht, General Counsel and Secretary of the Company, at (781) 419-1400. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.
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PROPOSAL 1: ELECTION OF DIRECTORS
General
Our Board currently consists of seven directors. Our amended and restated certificate of incorporation (“Certificate of Incorporation”) provides for a classified Board consisting of three classes of directors. Currently, Class III consists of three directors and Classes I and II each consist of two directors. Each class serves a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election, or until the director’s death, resignation or removal. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. There are currently no vacancies on the Board.
There are two directors in Class I whose term of office expires in 2026. Upon the recommendation of the nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”), our Board has nominated Pierre Legault and Michael Metzger for election as directors at the Annual Meeting. The biographies below under “Information About Our Board” include information, as of the date of this proxy statement, regarding the specific and particular experience, qualifications, attributes or skills of each director nominee that led the Nominating and Corporate Governance Committee to believe that each nominee should continue to serve on the Board. Messrs. Legault and Metzger have previously been elected to the Board by our stockholders. If you elect the nominees, they will each hold office until the annual meeting of stockholders in 2029 and until each of their successors has been duly elected and qualified, or until the director’s death, resignation or removal.
All nominees have consented to being named in this proxy statement and to serve if elected.
If any nominee is unable or does not qualify to serve, you or your proxy may vote for another nominee proposed by the Board. If, for any reason, these nominees prove unable or unwilling to stand for election or cease to qualify to serve as directors, the Board will nominate alternates or reduce the size of the Board to eliminate the vacancies. The Board has no reason to believe that any of the nominees would prove unable to serve if elected. There are no arrangements or understandings between us and any director, or nominee for directorship, pursuant to which such person was selected as a director or nominee.
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Term |
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Director |
Nominees |
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Age (1) |
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Expires |
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Position(s) Held |
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Since |
Pierre Legault |
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65 |
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2026 |
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Director |
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2017 |
Michael A. Metzger |
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55 |
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2026 |
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Director |
|
2019 |
_____
(1) Ages as of April 30, 2026.
Our Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
EACH OF THE DIRECTOR NOMINEES FOR CLASS I DIRECTOR
(PROPOSAL 1 ON YOUR NOTICE OF INTERNET AVAILABILITY)
7
Information About Our Board of Directors
Set forth below are the names, ages and length of service of the remaining members of our Board whose terms continue beyond the Annual Meeting.
|
|
|
|
Term |
|
|
|
Director |
Continuing Directors |
|
Age (1) |
|
Expires |
|
Position(s) Held |
|
Since |
Martin H. Huber, M.D. |
|
66 |
|
2027 |
|
Director |
|
2021 |
Jennifer Jarrett |
|
55 |
|
2027 |
|
Director |
|
2018 |
Keith A. Katkin |
|
54 |
|
2028 |
|
Director |
|
2017 |
Dennis G. Podlesak |
|
68 |
|
2028 |
|
Director |
|
2008 |
Aleksandra Rizo, M.D., Ph.D. |
|
51 |
|
2028 |
|
Director |
|
2024 |
_____
(1) Ages as of April 30, 2026.
The principal occupation, business experience and education of each nominee for election as director and each continuing and retiring director are set forth below. Unless otherwise indicated, principal occupations shown for each director have extended for five or more years.
Nominees for Election
Pierre Legault is a Class I director who has served as a member of our Board since January 2017. Mr. Legault is serving as Chairman of Sitryx Therapeutics a private company. He was previously Chairman at Bicycle Therapeutics, Amolyt Pharma, Artios Pharma, NephroGenex and Poxel Pharma and was lead director at Urovant Sciences. In the past, he also served as board director at Armo Biosciences, Clementia, Tobira Therapeutics, NPS Pharma, Forest Laboratories, Regado Biosciences, Iroko Pharma, Cyclacel Pharma, Eckerd Pharmaceutical, and others. Pierre was president and CEO of several companies including Eckerd Pharmacy, Prosidion Pharma, Aventis Pharma-North America. He also served as CFO & Treasurer at OSI Pharma and CAO at Rite Aids Pharmacies. Between 1989 and 2005, he held various roles such as President, CEO and CFO at legacies company of the Sanofi group. Mr Legault hold various degrees including MBA, CPA, CA, BAA from Harvard Business School, McGill and HEC universities. We believe that Mr. Legault’s executive experience and his membership, including service as the chairman, on the board of directors of a number of biopharmaceutical companies qualify him to serve as a member of our Board.
Michael A. Metzger is a Class I director who has served as our Chief Executive Officer since February 2022 and previously served as our President and Chief Operating Officer since May 2015 and has been a member of our Board since July 2019. Prior to joining us, Mr. Metzger was President and COO from December 2013 to October 2014 and President and Chief Executive Officer and a member of the board of directors of Regado Biosciences, Inc., a former publicly traded biotechnology company that merged with Tobira Therapeutics, Inc., from October 2014 to May 2015, where he oversaw the company’s successful merger with Tobira Therapeutics, Inc. in 2015. Previously, Mr. Metzger served as Executive Vice President and Chief Operating Officer at Mersana Therapeutics, Inc., a then privately held biopharmaceutical company developing novel immunoconjugate therapies for cancer, from March 2011 to November 2013, and in senior business development positions including leading mergers and acquisitions at Forest Laboratories, LLC, which was acquired by Allergan plc, a publicly traded company, from 2006 to February 2011. Prior to Forest, Mr. Metzger served as Vice President Corporate Development at Onconova Therapeutics, Inc. and was a Managing Director at MESA Partners, Inc., a venture capital firm. Mr. Metzger currently serves on the board of directors of Pyxis Oncology, a publicly traded biotechnology company. He previously served on the board of directors of CTI Biopharma Corp., a publicly traded biopharmaceutical company. Mr. Metzger received a B.A. from George Washington University and an M.B.A. in Finance from the New York University Stern School of Business. We believe that Mr. Metzger’s executive experience and his current and previous membership on the board of directors of other biotechnology companies qualify him to serve as a member of our Board.
Continuing Directors
Martin H. Huber, M.D. is a Class II director who has served as a member of our Board since September 2021. From September 2023 through its January 2026 acquisition by Day One Biopharmaceuticals, Dr. Huber served as President and Chief Executive Officer and as a member of the board of directors of Mersana Therapeutics, Inc. Previously, he served as the President of R&D, and prior to that as Chief Medical Officer, of Xilio Therapeutics, Inc. from April 2020 to September 2023. Prior to joining Xilio in April 2020, Dr. Huber served as Senior Vice President, Chief Medical Officer at TESARO, Inc. from September 2015 until its January 2019 acquisition by GlaxoSmithKline plc, and once acquired, as Senior Vice President, Clinical, until April 2020. Prior to TESARO, Dr. Huber served as Vice President, Oncology Clinical Research at Merck Research Laboratories
8
from 2012 to 2015. Prior to Merck, he served in roles of increasing responsibility at Schering-Plough, Hoffmann-La Roche and Rhone-Poulenc Rorer, where he led teams in the areas of oncology clinical development, drug safety and pharmacovigilance. He was previously an Assistant Professor of Oncology at the University of Texas M.D. Anderson Cancer Center. Dr. Huber earned his M.D. from Baylor College of Medicine. We believe that Dr. Huber’s extensive experience and leadership, including in serving as head of research and development and as a chief medical officer in the biopharmaceutical industry, qualify him to serve as a member of our Board.
Jennifer Jarrett is a Class II director who has served as a member of our Board since September 2018. Since March 2026, Ms. Jarrett has served as President and Chief Executive Officer of Damora Therapeutics, Inc. From October 2020 through March 2026, she served as Chief Operating Officer of Arcus Biosciences. From February 2019 through September 2020, Ms. Jarrett served as Vice President of Corporate Development and Capital Markets of Uber Technologies. From June 2018 to January 2019 served as Arcus Bioscience’s Chief Operating Officer and Chief Financial Officer and as its Chief Business Officer and Chief Financial Officer from March 2017 to June 2018. From April 2016 to September 2016, Ms. Jarrett was the Chief Financial Officer of Medivation, a commercial biopharmaceutical company, which was acquired by Pfizer. Before Medivation, Ms. Jarrett spent 20 years in investment banking, most recently at Citigroup where she ran the firm’s west coast life sciences investment banking practice, and prior to that at Credit Suisse and Donaldson, Lufkin & Jenrette. Ms. Jarrett currently serves on the board of directors of Damora, Sagimet Biosciences and Zura Bio, each of which is a publicly traded company, and previously served on the board of directors of each of Arcus Biosciences, Arena Pharmaceuticals and Audentes Therapeutics. Ms. Jarrett received a B.A. in Economics from Dartmouth College and her M.B.A. from the Stanford Graduate School of Business. We believe that Ms. Jarrett’s extensive experience and leadership, including in investment banking and in serving as a chief financial officer and chief business officer in the biopharmaceutical industry, qualify her to serve as a member of our Board.
Keith A. Katkin is a Class III director who has served as a member of our Board since March 2017. From September 2017 through March 2020, Mr. Katkin served as the Chief Executive Officer and a member of the board of directors of Urovant Sciences Ltd., a publicly traded biopharmaceutical company. From March 2007 through January 2016, he was President and Chief Executive Officer of Avanir Pharmaceuticals, Inc., a publicly traded biopharmaceutical company, where he led the execution of the company’s sale to Otsuka Pharmaceutical Co., Ltd. in 2015. Mr. Katkin joined Avanir in July 2005 as the Senior Vice President of Sales and Marketing and a member of Avanir’s executive management team. While at Avanir, Mr. Katkin was responsible for creating and executing the plan that led to the approval of Nuedexta and the company’s growth to commercial success. Prior to joining Avanir, Mr. Katkin served as the Vice President, Commercial Development for Peninsula Pharmaceuticals, Inc., a privately held biopharmaceutical company, playing a key role in the concurrent initial public offering and ultimate sale of the company to Johnson and Johnson. Additionally, Mr. Katkin’s employment experience includes leadership roles at InterMune, Amgen and Abbott Laboratories. Mr. Katkin currently serves as a director at Eledon Pharmaceuticals, Inc. (Chairman), and Emergent BioSolutions, Inc., each of which is a publicly traded company. Mr. Katkin has an M.B.A. from the Anderson School at UCLA and earned a B.S. in Business and Accounting from Indiana University. Mr. Katkin is also a licensed Certified Public Accountant. We believe that Mr. Katkin’s executive experience and his membership on the board of directors of several biotechnology companies qualify him to serve as a member of our Board.
Dennis G. Podlesak is a Class III director who has served as chairman of our Board since December 2008. Mr. Podlesak is the Chairman and Chief Executive Officer of Transposon Therapeutics, the Chief Executive Officer and Managing Partner of Canaan Partners’ Axcelius LLC, and is an Advisory Partner of Domain Associates, LLC which he joined in November 2007, both of which are life science-focused venture capital firms. Mr. Podlesak previously served as the Chairman of the board of directors of Tobira Therapeutics, a publicly traded biopharmaceutical company that was acquired by Allergan plc. Mr. Podlesak also served on the board of directors of Avanir Pharmaceuticals, a publicly traded biopharmaceutical company, through its acquisition by Otsuka Pharmaceuticals, and was a founding board member of Rightcare Solutions, which was acquired by Cardinal Health. Mr. Podlesak was also the founder and the Chief Executive Officer of Calixa Therapeutics, Inc., a privately held biopharmaceutical company that was acquired by Cubist Pharmaceuticals, and Mr. Podlesak was the Executive Chairman of Corthera, Inc., a privately held biopharmaceutical company which was acquired by Novartis AG. Earlier in his career, Mr. Podlesak served as the Founder and Chief Executive Officer of Cerexa, Inc., a privately held biotechnology company, which became a wholly owned subsidiary of Forest Laboratories, Inc. after being acquired by Forest. Prior to Cerexa, Mr. Podlesak served as the Chief Executive Officer of Peninsula Pharmaceuticals Inc., a privately held pharmaceutical company, and led the sale of Peninsula to Johnson & Johnson’s Ortho-McNeil Pharmaceutical subsidiary. Prior to joining Peninsula, Mr. Podlesak held various executive management positions at Novartis AG, a publicly traded healthcare company, Allergan, plc, a publicly traded healthcare company and Smith Kline Beecham (now GlaxoSmithKline plc, a publicly traded pharmaceutical company). Mr. Podlesak received a B.A. and an M.B.A. from Pepperdine University, and has completed postgraduate studies at the Wharton School, University of Pennsylvania. We believe that Mr. Podlesak’s experience in the venture capital industry, his experience as the Chief Executive Officer and Chairman of other successful companies in the biotechnology industry, his over twenty years of strategic, operational and commercial experience in the pharmaceutical
9
industry, and his service as a director of other publicly traded and privately held life science companies give him the qualifications, skills and financial expertise to serve as a member of our Board.
Aleksandra Rizo, M.D., Ph.D. is a Class III director who has served as a member of our Board since May 2024. Dr. Rizo currently serves as President and Chief Executive Officer as well as a member of the board of directors of Vividion Therapeutics where she joined in 2023 as President, Head of Research and Development. Previously, she served as Executive Vice President and Chief Medical Officer of Geron Corporation from 2019 to 2022. Prior to joining Geron, Dr. Rizo was Strategy and Clinical Lead at Celgene Corporation from 2018 to 2019. From 2008 to 2018, Dr. Rizo served in a number of oncology drug development functions with increasing responsibilities at Janssen Research and Development, LLC, including Senior Director, Compound Development Team Leader for the myeloid portfolio, Senior Director, Global Clinical Leader. Dr. Rizo earned an M.D. degree from the University Ss Cyril and Methodius, Skopje, Macedonia, where she also completed a residency in internal medicine/hematology. Dr. Rizo obtained her Ph.D. degrees in Stem Cell Biology from the University of Groningen in the Netherlands, and the University of Tokyo in Japan. We believe that Dr. Rizo’s extensive experience and leadership, including in serving as head of research and development and as a chief medical officer in the biopharmaceutical industry, qualify her to serve as a member of our Board.
10
EXECUTIVE OFFICERS
The following table sets forth information regarding our current executive officers who are not directors, as of the date of this proxy statement:
Name |
|
Age |
|
Position(s) |
||||
Keith A. Goldan |
|
|
|
55 |
|
|
|
Chief Financial Officer |
Luke J. Albrecht |
|
|
|
47 |
|
|
|
General Counsel and Secretary |
Nick Botwood, M.B.B.S. |
|
|
|
58 |
|
|
|
Head of Research and Development, Chief Medical Officer |
Steve Closter |
|
|
|
57 |
|
|
|
Chief Commercial Officer |
Luke J. Albrecht has served as our General Counsel since August 2016 and as our Secretary since September 2016. Previously he was Vice President, General Counsel and Secretary, Chief Compliance Officer for Boston Heart Diagnostics Corporation. Prior to Boston Heart, Mr. Albrecht was in-house counsel for Advanced BioHealing, Inc. where he held senior legal positions and, following the company’s acquisition by Shire plc, with Shire Regenerative Medicine. He practiced corporate and transactional law at the international law firms McDermott Will & Emery LLP and Cooley LLP. Mr. Albrecht received a B.A. from the University of New Hampshire and a J.D. from Suffolk University Law School.
Nick Botwood, M.B.B.S. has served as our Head of Research & Development and Chief Medical Officer since May 2025. Prior to joining Syndax, he held various senior leadership roles at the Bristol-Myers Squibb Company (“BMS”), most recently serving as the Head of Worldwide Medical Oncology, where he oversaw all medical activities in its oncology portfolio, including new asset launches, data generation, medical education and commercial strategy. From 2020 through 2022, as Senior Vice President, Head U.S. Medical, he was accountable for all medical planning in the United States across commercial and development, including hematology and oncology. From 2015 to 2020, he held senior clinical development roles across BMS’ oncology portfolio. Before BMS, Dr. Botwood spent nearly 15 years at AstraZeneca plc, where he held roles of increasing responsibility and ultimately served as Vice President, Head of Oncology Clinical and Head of Global Clinical Operations and had direct clinical accountability for a number of established oncology brands. Dr. Botwood holds a Bachelor of Medicine, Bachelor of Surgery (M.B.B.S.) from Imperial College London and a Bachelor of Science (B.S.c.) from University College London. He is a member of the Faculty of Pharmaceutical Medicine and an elected Fellow of the Royal College of Physicians UK.
Steve Closter has served as our Chief Commercial Officer since March 2024. Prior to joining the Company, Mr. Closter served in various roles at Sunovion Pharmaceuticals, Inc., which was consolidated into Sumitomo Pharma America, Inc. in 2023, ultimately serving as Vice President, Brand Strategy and Launch Excellence. At Sunovion, he was responsible for global pre-commercialization, launch, marketing, sales, and market access strategies for products across neurology, psychiatry, and primary care therapeutics. Before Sumitomo, he spent nearly 20 years in senior marketing and commercial roles at Forest Laboratories, LLC, then Allergan, most recently serving as Vice President, Marketing, where he held responsibility for marketing products covering oncology, hospital-based anti-infectives, CNS, cardiovascular and other therapeutic areas. Prior to Forest, he spent six years at Dura Pharmaceuticals, Inc. in sales management positions of increasing responsibility. Mr. Closter received a B.S. in Business from Cornell University and an M.B.A. from the New York University’s Stern School of Business.
Keith A. Goldan has served as our Chief Financial Officer since June 2022. Prior to joining Syndax, he served as Chief Financial Officer of Optinose, a publicly traded specialty pharmaceutical company, since January 2017, where he helped build the infrastructure to support the launch of its lead product in the United States. Prior to Optinose, he served as Chief Financial Officer and Senior Vice President of Fibrocell, a publicly traded cell and gene therapy company. His experience also includes Chief Financial Officer roles at NuPathe, PuriCore plc and Biosyn as well as financial roles at ViroPharma and KPMG. In these positions, he led finance, accounting, IT, HR and corporate development teams and successfully raised capital through multiple IPOs, capital markets transactions and financing vehicles. He has served on the board of Abeona Therapeutics, Inc., a publicly traded company, since April 2026, where he is also the Chairman of Abeona’s Audit Committee. Mr. Goldan received a B.S. in Finance from the Robert H. Smith School of Business at the University of Maryland and an M.B.A. from the Wharton School at the University of Pennsylvania.
11
THE BOARD OF DIRECTORS AND ITS COMMITTEES
Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines to assure that the Board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our stockholders. The Corporate Governance Guidelines set forth the practices the Board intends to follow with respect to, among other things, board membership criteria and selection, board meetings and committees, risk oversight, management review and responsibility, including performance evaluation and succession planning. The Corporate Governance Guidelines are available in the “Investors–Corporate Governance” section of our website, www.syndax.com.
Board Independence
Rule 5605 of the Nasdaq Listing Rules requires that independent directors compose a majority of a listed company’s board of directors. In addition, the Nasdaq Listing Rules require that, subject to specified exceptions including certain phase-in rules, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Under Nasdaq Listing Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. To be considered independent for purposes of Rule 10A-3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (i) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the company or any of its subsidiaries; or (ii) be an affiliated person of the company or any of its subsidiaries. In addition to satisfying general independence requirements under the Nasdaq Listing Rules, members of the compensation committee must also satisfy additional independence requirements set forth in Rule 10C-1 under the Exchange Act and Nasdaq Listing Rule 5605(d)(2). Pursuant to Rule 10C-1 under the Exchange Act and Nasdaq Listing Rule 5605(d)(2), in affirmatively determining the independence of a member of a compensation committee of a listed company, the board of directors must consider all factors specifically relevant to determining whether that member has a relationship with the company that is material to that member’s ability to be independent from management in connection with the duties of a compensation committee member, including: (a) the source of compensation of such member, including any consulting, advisory or other compensatory fee paid by the company to such member; and (b) whether such member is affiliated with the company, a subsidiary of the company or an affiliate of a subsidiary of the company.
Consistent with these considerations, after review of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company, its senior management and its independent auditors, our Board has affirmatively determined that all our directors, except Michael A. Metzger, who serves as our Chief Executive Officer, are independent directors within the meaning of the applicable Nasdaq Listing Rules and SEC rules. In making this determination, our Board has determined, upon the recommendation of our Nominating and Corporate Governance Committee, that none of these directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and is independent within the meaning of the director independence standards established by the SEC and the Nasdaq Listing Rules. The Board also determined that each member of the audit committee of our Board (the “Audit Committee”), the compensation committee of our Board (the “Compensation Committee”) and the Nominating and Corporate Governance Committee satisfies the independence standards for such committees established by the SEC and the Nasdaq Listing Rules, as applicable.
At least annually, our Board will evaluate all relationships between us and each director considering relevant facts and circumstances for the purposes of determining whether a material relationship exists that might signal a potential conflict of interest or otherwise interfere with such director’s ability to satisfy his or her responsibilities as an independent director. Based on this evaluation, our Board will make an annual determination of whether each director is independent within the meaning of Nasdaq and the SEC independence standards.
Board Meetings and Attendance
Our Corporate Governance Guidelines provide that all directors are expected to prepare for, attend and participate in all meetings of the Board and committees on which they serve. Our Board held five meetings during the fiscal year ended December 31, 2025. No member of the Board attended fewer than 75% of the aggregate of the total number of meetings of the Board (held during the period for which he or she was a director) and the total number of meetings held by all committees of the Board on which such director served (held during the period that such director served, except as noted below. It is our
12
policy to encourage our directors to attend the Annual Meeting. All of our directors attended our 2025 annual meeting of stockholders.
Board Committees
Our Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Science and Technology Committee, each of which is described more fully below. Each committee operates pursuant to a written charter and each committee reviews and assesses the adequacy of its charter and submits its charter to the Board for approval. The charters for each committee are all available on the investor relations portion of our website, www.syndax.com. The inclusion of our website address here and elsewhere in this proxy statement does not include or incorporate by reference the information on our website into this proxy statement.
The following table provides membership and meeting information for the year ended December 31, 2025 for each committee:
|
|
|
|
|
Nominating and |
Science and Technology |
|
|
|
Audit |
Compensation |
Corporate Governance |
|
Name |
|
|
Committee |
Committee |
Committee |
Committee |
Martin H. Huber, M.D. |
|
|
|
|
||
Jennifer Jarrett |
|
|
|
|||
Keith A. Katkin |
|
|||||
Pierre Legault |
|
|
||||
Dennis G. Podlesak |
|
|
||||
Aleksandra Rizo, M.D., Ph.D. |
|
|
|
|
||
Total committee meetings in 2025 |
|
7 |
4 |
4 |
4 |
|
Chair Member
Financial Expert
Below is a description of each committee of the Board.
Audit Committee
Messrs. Katkin, Legault and Podlesak, served as members of the Audit Committee during 2025, with Mr. Legault serving as chair of the committee. Our Board has determined that each current member of the Audit Committee meets the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq. Our Board determined that Messrs. Katkin and Legault are currently each an “audit committee financial expert,” both within the meaning of the SEC regulations and applicable listing standards of Nasdaq. The report of the Audit Committee is included in this proxy statement under “Report of the Audit Committee.” The functions of our Audit Committee include, among other things:
13
Report of the Audit Committee
The material in this report is not “soliciting material,” is not deemed filed with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The audit committee has reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2025 with management of the Company. The audit committee has discussed with our independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The audit committee has also received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the audit committee concerning independence, and has discussed with Deloitte & Touche LLP the firm’s independence. Based on the foregoing, the audit committee recommended to the Board that our audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for filing with the SEC.
Syndax Pharmaceuticals, Inc.
Audit Committee
Pierre Legault, Chair
Keith A. Katkin
Dennis G. Podlesak
Compensation Committee
Messrs. Katkin, Legault and Podlesak served as members of the Compensation Committee during 2025, with Mr. Katkin serving as chair of the committee. Our Board has determined that each current member of the Compensation Committee is “independent” as defined under the applicable listing standards of Nasdaq. The functions of our Compensation Committee include, among other things:
14
In fulfilling its responsibilities, the Compensation Committee may delegate any or all its responsibilities to a subcommittee of the Compensation Committee, but only to the extent consistent with our Certificate of Incorporation, our amended and restated bylaws (“Bylaws”), our Corporate Governance Guidelines, Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (as applicable), the Nasdaq Listing Rules and other applicable law. In addition, pursuant to its charter, the Compensation Committee has the sole authority, in its sole discretion, to retain compensation consultants to assist the Compensation Committee with its functions, including any studies or investigations. The Compensation Committee engaged the Human Capital Solutions practice of Aon plc (“Aon”) as a compensation consultant in 2025. At the request of the Compensation Committee, Aon evaluated and provided recommendations regarding our executive and Board equity compensation programs and peer equity trends, which is discussed in the Compensation Discussion and Analysis section of this proxy statement. The Compensation Committee has determined that there are no conflicts of interest with respect to the engagement of Aon, and that Aon is independent.
Under its charter, the Compensation Committee may form, and delegate authority to, subcommittees consisting of one or more members of the Board such of its power and authority as the Compensation Committee deems appropriate. The Compensation Committee may also delegate to one or more officers of the Company the authority to grant, amend and/or administer awards of cash or options or other equity securities to any employees or other service providers of the Company who, in either case, are not executive officers of the Company under the Company’s incentive-compensation or other equity-based plans, to the extent allowed under the terms of the relevant plan, our Bylaws, applicable law and stock exchange listing requirements. In 2025, the Compensation Committee formed a subcommittee, currently composed of Mr. Metzger, to which it delegated authority to grant, without any further action required by the Compensation Committee, stock options and restricted stock awards to employees who are not executive officers of the Company. The purpose of this delegation of authority is to enhance the flexibility of equity administration within the Company and to facilitate the timely grant of equity to non-executive employees within specified limits approved by the Compensation Committee. In particular, the subcommittee may not grant options to acquire more than 150,000 shares of common stock to an employee, as and when hired. As part of its oversight function, the Compensation Committee reviews, on a quarterly basis, the list of grants, if any, made by the subcommittee and reviews, on an annual basis, the adequacy of the subcommittee grant pool for potential future grants. In 2025, the Compensation Committee approved an increase in the aggregate number of shares available to the subcommittee, providing for an additional 2,282,757 shares available for grants.
Nominating and Corporate Governance Committee
Ms. Jarrett and Messrs. Katkin, Legault and Podlesak served as members of the Nominating and Corporate Governance Committee during 2025, with Mr. Podlesak serving as chair of the committee. Our Board has determined that each member of the Nominating and Corporate Governance Committee is “independent” as defined under the applicable listing standards of Nasdaq. The functions of our Nominating and Corporate Governance Committee include, among other things:
15
Science and Technology Committee
Drs. Huber and Rizo, Ms. Jarrett and Mr. Katkin served as members of the Science and Technology Committee during 2025, with Dr. Huber serving as chair of the committee. The functions of our Science and Technology Committee include, among other things:
Our Board may establish other committees from time to time.
Executive Sessions
Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate. In connection with the Board meetings, the independent directors met five times in regularly scheduled executive sessions during the fiscal year ended December 31, 2025. The Chairman of the Board (“Board Chair”) presides at these executive sessions. The Audit Committee and the Board have established a procedure whereby interested parties may make their concerns known to independent directors, which is described on our website.
Director Nomination Process and Qualifications
Our Board is responsible for selecting its own members. The Board delegates the selection and nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board, and of management, will be requested to take part in the process as appropriate. Our Nominating and Corporate Governance Committee considers candidates who are recommended by its members, by other Board members, by stockholders, and by management, as well as those identified by third-party search firms retained to assist in identifying and evaluating possible candidates.
Once candidates have been identified, our Nominating and Corporate Governance Committee confirms that the candidates meet all the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee and our Corporate Governance Guidelines. In assessing potential candidates, our Board and Nominating and Corporate Governance Committee will consider, among other factors, whether the candidate possesses relevant expertise to offer advice and guidance to management, has sufficient time to devote to the affairs of the Company, demonstrates excellence in the candidate’s field, has the ability to exercise sound business judgment and is committed to represent the long-term interests
16
of the Company’s stockholders. In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to us during their tenure, including the number of meetings attended, level and quality of participation and any other relationships and transactions that might impair the directors’ independence. In assessing whether candidates or incumbent directors have sufficient time to devote to the Company’s affairs, the Nominating and Corporate Governance Committee, in accordance with our Corporate Governance Guidelines, reviews to ensure that all candidates serve on no more than a total of four other public company boards, without the approval of the Board. All incumbent directors are currently in compliance with this assessment.
The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, background checks or any other means that the Nominating and Corporate Governance Committee deems to be appropriate in the evaluation process. The Nominating and Corporate Governance Committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and considering the overall composition and needs of our Board. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board.
Director Candidates Recommended by Stockholders
Our Nominating and Corporate Governance Committee will evaluate director candidates recommended by stockholders in the same manner in which the Nominating and Corporate Governance Committee evaluates any other director candidate.
Any recommendation submitted to the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation but must include information that would be required under the “advance notice” provisions of our Bylaws and rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary of the Company, c/o Syndax Pharmaceuticals, Inc., 730 Third Avenue, Floor 9, New York, New York 10017. Such director candidate recommendations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders must also satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws. These requirements are also described under the section entitled “Stockholder Proposals for the 2026 Annual Meeting of Stockholders.”
Compensation Committee Interlocks and Insider Participation
The Compensation Committee consists of the following members: Pierre Legault, Keith A. Katkin and Dennis G. Podlesak. No voting member of the Compensation Committee is an officer of the Company or has served as an officer of the Company, including its affiliates, at any time. None of our executive officers serve as a member of the Compensation Committee of any other company that has an executive officer serving as a member of the Board. None of our executive officers serve as a member of the board of directors of any other company that has an executive officer serving as a member of our Board’s Compensation Committee. None of our executive officers serve as a member of the compensation committee of any other company that has an executive officer serving as a member of our Board’s Compensation Committee.
Leadership Structure and Risk Oversight
The positions of our Board Chair and Chief Executive Officer of the Company are separated, with Mr. Podlesak serving as Board Chair and Mr. Metzger as our Chief Executive Officer. As a general policy, our Board believes that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board from management, creates an environment that encourages objective oversight of management’s performance and enhances the effectiveness of the Board.
Our Board recognizes that depending on the circumstances, other leadership models, such as combining the role of Board Chair with the role of Chief Executive Officer, might be appropriate. Accordingly, our Board may periodically review its leadership structure. Our Board believes its administration of its risk oversight function has not affected its leadership structure.
Our Board oversees the management of risks inherent in the operation of our business and the implementation of our business strategies. Our Board performs this oversight role by using several different levels of review. In connection with its reviews of the operations and corporate functions of our company, our Board addresses the primary risks associated with those operations and corporate functions. In addition, our Board reviews the risks associated with our Company’s business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. Additionally, the Board reviews at least annually the Company’s business initiatives, capital projects and budget matters.
Certain of the committees of our Board also oversee the management of the Company’s risk that falls within such committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the
17
ability to engage advisors. Our Chief Financial Officer periodically provides reports to the Audit Committee and is responsible for identifying, evaluating and implementing risk management controls and methodologies to address any identified risks. In connection with its risk management role, our Audit Committee meets privately with representatives from our independent registered public accounting firm. The Audit Committee, as part of its responsibilities, oversees the Company’s significant financial and operational risk exposures, including but not limited to accounting matters, liquidity and credit risks, corporate tax positions, insurance coverage, and cash investment strategy and results. The Audit Committee is also responsible for overseeing the management of risks relating to the performance of the Company’s internal audit function (if required) and its independent registered accounting firm, as well as the Company’s systems of internal controls and disclosure controls and procedures. Audit committee responsibilities also include oversight of cybersecurity risk management, and, to that end, the committee typically meets at least annually with both IT and business personnel responsible for cybersecurity risk management and receives periodic reports from the head of cybersecurity risk management, as well as incidental reports as matters arise. The Compensation Committee is responsible for overseeing the Company’s major compensation-related risk exposures, including risks related to executive compensation and overall compensation and benefit strategies, plans, arrangements, practices and policies. The Nominating and Corporate Governance Committee oversees the Company’s major legal compliance risk exposures, including the company’s procedures and any related policies with respect to risk assessment and risk management. The Science and Technology Committee assists and advises the Board with respect to regulatory, scientific research and development matters. These committees provide regular reports to the full Board.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees. The Code of Business Conduct and Ethics provides a framework for sound ethical business decisions and sets forth our expectations on a number of topics, including conflicts of interest, compliance with laws, use of our assets and business ethics. The Code of Business Conduct and Ethics is available on our website at www.syndax.com. If we ever were to amend or waive any provision of our Code of Business Conduct and Ethics amendment that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions (other than technical, administrative or other non-substantive amendments), we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K. In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.
Insider Trading Policy
We have
Stockholder Communications with Our Board of Directors
The Board has adopted a formal process by which stockholders may communicate with the Board or any of its directors. Stockholders wishing to communicate directly with our Board may send correspondence to our Secretary, c/o Syndax Pharmaceuticals, Inc., 730 Third Avenue, Floor 9, New York, New York 10017. Our Secretary will forward all comments directly to the Board. These communications will be reviewed by the Secretary of the Company designated by the Board who will determine whether the communication is appropriate for presentation to the Board or the relevant director. The purpose of this screening is to allow the Board to avoid having to consider irrelevant or inappropriate communications (such as advertisements, solicitations and hostile communications).
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PROPOSAL 2: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
At the 2022 Annual Meeting of Stockholders, the stockholders indicated their preference that we solicit a non-binding advisory vote on the compensation of the NEOs, commonly referred to as a “say-on-pay vote,” every year. The Board has adopted a policy that is consistent with that preference. In accordance with that policy, this year, we are again asking the stockholders to approve, on a non-binding advisory basis, the compensation of the NEOs as disclosed in this proxy statement in accordance with the requirements of Section 14A of the Exchange Act and the related SEC rules.
This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and the philosophy, policies and practices described in this proxy statement. The compensation of our NEOs subject to the vote is disclosed in the Compensation Discussion and Analysis, compensation tables and the related narrative disclosure contained in this proxy statement. As disclosed in those disclosures, we believe that our compensation policies and decisions are consistent with current market practices. Compensation of our NEOs is designed to enable the Company to attract and retain talented and experienced executives to lead us successfully in a competitive environment.
Accordingly, the Board is asking the stockholders to indicate their support for the compensation of the NEOs as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”
The vote is advisory and therefore not binding on the Board or the Company. Nevertheless, the views expressed by our stockholders, whether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements.
Unless the Board decides to modify its policy regarding the frequency of soliciting say-on-pay votes on the compensation of the NEOs, the next scheduled say-on-pay vote will be at the 2027 Annual Meeting of Stockholders.
Our Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS
(PROPOSAL 2 ON YOUR NOTICE OF INTERNET AVAILABILITY)
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PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The firm of Deloitte & Touche LLP, independent registered public accounting firm, has been selected by the Audit Committee as our auditors for the fiscal year ending December 31, 2026. Deloitte & Touche LLP acted as the independent registered public accounting firm for Syndax since 2008. A representative of Deloitte & Touche LLP is expected to be available at the Annual Meeting with the opportunity to make a statement if he or she desires and to respond to appropriate questions.
The Company’s organizational documents do not require that the stockholders ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. The Company requests such ratification as a matter of good corporate practice. If the stockholders do not ratify the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP but still may retain this firm. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Syndax and its stockholders.
Pre-Approval Policies and Procedures
Our Audit Committee approves all audit and pre-approves all non-audit services provided by Deloitte & Touche LLP before it is engaged by us to render non-audit services. These services may include audit-related services, tax services and other services.
The pre-approval requirement set forth above does not apply with respect to non-audit services if:
The Audit Committee elected to delegate pre-approval authority to the chair of the Audit Committee to approve any one or more individual permitted non-audit services for which estimated fees do not exceed $100,000 as well as adjustments to any estimated pre-approval fee thresholds up to $50,000 for any individual service. Any services that would exceed such limits should be pre-approved by the full Audit Committee. The chair of the Audit Committee shall report any pre-approval granted at the next scheduled meeting of the Audit Committee.
Independent Registered Public Accounting Firm Fees
The following is a summary and description of fees incurred by Deloitte & Touche LLP for the fiscal years ended December 31, 2025 and 2024. All fees described below were pre-approved by the Audit Committee.
|
Fiscal year |
|
|
Fiscal year |
|
|
||
|
2025 |
|
|
2024 |
|
|
||
Audit fees (1) |
$ |
1,199,800 |
|
|
$ |
1,163,182 |
|
|
Audit-related fees (2) |
$ |
40,000 |
|
|
$ |
— |
|
|
Tax fees |
$ |
— |
|
|
$ |
18,900 |
|
|
Total fees |
$ |
1,239,800 |
|
|
$ |
1,182,082 |
|
|
Our Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROPOSAL 3 ON YOUR NOTICE OF INTERNET AVAILABILITY)
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PROPOSAL 4: APPROVAL OF THE SYNDAX PHARMACEUTICALS, INC. 2026 EQUITY INCENTIVE PLAN
Our stockholders are being asked to consider and vote upon Proposal 4 to approve the Syndax Pharmaceuticals, Inc. 2026 Equity Incentive Plan. The Board initially approved the 2026 Plan on April 30, 2026, subject to stockholder approval. If stockholders approve the 2026 Plan, it will become effective on the date of stockholder approval at the Annual Meeting (the “Effective Date”). If the 2026 Plan is not approved by the stockholders, it will not become effective and no awards will be granted thereunder. The 2026 Plan is described in more detail below.
We are asking stockholders to approve 7,200,000 shares under the 2026 Plan. In sizing the proposal, our Compensation Committee considered the Company’s expected equity needs over the next two years, the elimination of the evergreen feature in the 2015 Plan, the cancelation of the remaining shares under the 2015 Plan in connection with its expiration, the Company’s historical burn rate, and the resulting dilution relative to market practice and investor expectations.
The 2026 Plan will be the successor to and continuation of the Syndax Pharmaceuticals, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”). The 2015 Plan expired on March 8, 2026 and no further grants may be made under the 2015 Plan.
Why Stockholders Should Support This Proposal
Our Ability to Attract and Retain Top Talent Was Critical to Driving the Strong Launches of Revuforj and Niktimvo in 2025 and Remains Critical at this Moment
In 2025, we exceeded our internal revenue projections for our menin inhibitor product, Revuforj, used in certain hard-to-treat blood cancers, including specific forms of leukemia, and for Niktimvo, used for chronic graft-versus-host disease, a serious long-term complication that can happen after a donor stem-cell transplant, and progressed our other programs; we drove payor coverage and rapid delivery time of products to patients; and we adhered to our budget. Our innovative therapies are driving meaningful revenue growth and improving patients’ lives. To continue to achieve goals like this, the Company must attract and retain top talent to support the continued commercialization of these products, and equity is critical to support this continued growth.
We are at a very specific point in our lifecycle: we have two recently-launched products, we are continuing to build the development and commercial capabilities needed to maximize those launches, and we are advancing multiple studies intended to expand both franchises. This combination creates a higher-than-normal need to attract and retain specialized commercial, medical, clinical, and technical talent. To fully realize the potential of our therapies, we must continue to hire and retain world-class scientific and commercial talent and align them with shareholders using equity compensation. We believe using equity remains the right tool to do that while preserving cash for growth and execution. The use of equity awards assists us and will continue to assist us in ensuring that our executives and employees are focused on long-term value creation for our stockholders.
Equity Compensation Is Very Important in a Highly Competitive Biotechnology Talent Market
In the global life sciences industry, there is significant competition for experienced and educated individuals with the skills necessary to execute our strategy and advance our business. Our principal management, scientific and commercial personnel are based in highly competitive labor markets. Compensation levels in these markets remain relatively high and we must compete with large and well-resourced competitors. In the markets where we operate, we must compete for talent with some of the largest biotech and pharmaceutical companies in the world. In the biotechnology industry, equity compensation is used more broadly than other industries. Without the ability to offer competitive compensation packages that include equity and cash components to motivate and retain talent, we would not be competitive, and we might lose key executives and employees, which could impair our ability to execute on our business strategy and harm stockholder value.
Equity Awards Are a Key Part of Our Compensation Program
Equity compensation is a key element of the total compensation we provide because equity grants align our employees’ and directors’ interests with those of our other stockholders, effectuate a culture of ownership among our employees and other recipients and preserve our cash resources. Equity incentives link long-term performance and payouts through the value of our shares. We believe that employees and other recipients with a personal stake in the future success of the Company are motivated to achieve our objectives and increase shareholder value. These unique and valuable aspects of equity compensation have made it a key element of our compensation strategy, and thus we grant equity compensation to all levels of our organization to provide opportunities to participate in ownership of the Company.
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Historically, we have granted equity awards to all full-time employees, believing that a culture of ownership is important to our ability to achieve our short- and long-term business objectives and that our success is dependent on our employees feeling invested in our future. In 2025, we granted equity awards to all eligible employees of the Company.
Equity Compensation Is Important to Talent Acquisition and Retention
Equity compensation is important to our ability to attract, motivate and retain executives and employees and, as noted above, to be successful in the competitive market for highly skilled individuals. We use equity incentives as a key tool to motivate and reward recipients to execute our long-term strategy and, through their equity, share in the stockholder value they create. Long-term equity grants also promote retention because recipients usually must remain in service in order for their equity to vest. Equity compensation is an important part of our employment value proposition. We believe continued competitive equity grant practices will support the attraction and retention of key talent at an important time for the Company, which is a key aspect of our broader human capital management strategy.
We Carefully Consider and Forecast Our Need for Shares; The Size of Our Share Reserve Request Is Reasonable
After carefully forecasting our anticipated growth rate for the next few years and considering our historical usage and forfeiture rates, we currently believe that the proposed 2026 Plan will be sufficient for attracting, motivating and retaining employees, directors and consultants with anticipated grants of equity incentive awards under our current compensation program for approximately two years. However, a change in business conditions, company strategy, forfeiture rates or equity market performance could alter this projection up or down.
Monitoring of Dilution, Burn Rate and Overhang
In connection with contemplating the number of shares to authorize for issuance under the 2026 Plan, the Compensation Committee considered the potential dilution to current stockholders, as measured by the burn rate and overhang, and projected future share usage, among other things. The Compensation Committee is cognizant that the Company’s equity compensation programs have a dilutive effect on our stockholders and continuously strives to balance this concern with our need to compete for talent using practices that are prevalent in the market, including equity grants.
Burn Rate
A company’s burn rate shows how rapidly it is depleting its shares reserved for equity compensation awards. We believe that our historical burn rate is reasonable for a company of our size in our industry. We will continue to monitor our equity use in future years in an attempt to ensure that our burn rate is within competitive market norms. We continued to try to mitigate the burn rate by using RSUs and PRSUs and focus on performance/contribution in allocation.
We define the burn rate as the number of shares subject to time-based equity awards granted and performance-based equity awards granted in a year divided by the weighted-average number of shares of Common Stock outstanding for that year, for each of the last three fiscal years. Our three-year average annual burn rate is approximately 5.8%, which is in line with industry practice and below the burn rate thresholds generally applied by a leading proxy advisory firm.
We also believe that this request is disciplined because the 2026 Plan would replace the current evergreen structure with a fixed share pool, and the 5,060,185 shares that remained available under the 2015 Plan when it expired were canceled and not rolled forward into the new plan. As a result, stockholders, rather than an automatic replenishment feature, would determine whether future increases in available shares are warranted.
Overhang
A company’s overhang reflects potential dilution of stockholders’ ownership by actual stock-based awards as well as shares available for grant. In determining the number of shares that would become available under our 2026 Plan, the Compensation Committee considered the resulting overhang as an additional metric to measure the cumulative effect of equity compensation.
If the 2026 Plan is approved, potential dilution, as of January 1, 2026, from the 7,200,000 new shares proposed to be reserved for issuance (8.2%) plus any remaining inducement plan shares, totals 9.0% of shares outstanding. Our Compensation
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Committee considered how our share request compares to those of comparable companies. Compared to the recent share requests of companies in our peer group, this dilution level of 9.0% is positioned between the median and the 75th percentile of the peer group. We believe that this level is reasonable in light of the Company’s stage of development, expected share needs over the next two years, the replacement of the prior evergreen structure with a fixed pool, and the cancellation of the remaining shares under the 2015 Plan when it expired .
The 2026 Plan Is Intended to Protect Stockholder Interests and Is Consistent with Good Corporate Governance
Consequences if the Amendment is Not Approved
If the 2026 Plan is not approved by our stockholders, we believe our ability to recruit, retain and incentivize top talent and to provide competitive equity incentives will be adversely affected. The 2026 Plan will be the only plan that allows us to grant equity awards to our current employees and other service providers. If we do not have sufficient shares reserved to grant equity awards under the 2026 Plan, we will be forced to increase the cash component of our compensation programs, which we believe will adversely impact our business and our ability to retain and motivate our employees.
The 2026 Plan
The summary below is qualified in its entirety by reference to the text of the 2026 Plan, a copy of which is attached as Annex A to this proxy statement. Stockholders should refer to the 2026 Plan for more complete and detailed information about the terms and conditions of the 2026 Plan.
The 2026 Plan will be the successor to and continuation of the Syndax Pharmaceuticals, Inc. 2015 Omnibus Incentive Plan (the “2015 Plan”). The 2015 Plan expired on March 8, 2026 and no further grants may be made under the 2015 Plan.
Types of Awards. The 2026 Plan provides for the grant of incentive stock options (“ISOs”) to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates.
Authorized Shares. Initially, the maximum number of shares of our common stock that may be issued under the 2026 Plan after it becomes effective will not exceed 17,134,916 shares, which is the sum of (i) 7,200,000 new shares, plus (ii) up to 9,934,916 shares of our common stock subject to outstanding stock awards granted under the 2015 Plan that, on or after the 2026 Plan becomes effective, expire or otherwise terminate prior to exercise or settlement; are not issued because the stock
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award is settled in cash; are forfeited or repurchased because of the failure to vest; or are reacquired or withheld to satisfy a tax withholding obligation or the purchase or exercise price, if any, as such shares become available from time to time. The maximum number of shares of our common stock that may be issued on the exercise of ISOs under the 2026 Plan is 85,674,580.
Shares subject to stock awards granted under the 2026 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the 2026 Plan. Additionally, shares become available for future grant under the 2026 Plan if they were issued under stock awards under the 2026 Plan and we repurchase them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award.
Plan Administration. Our Board, or a duly authorized committee of our Board, will administer the 2026 Plan. Our Board may delegate concurrent authority to administer the 2026 Plan to our Compensation Committee under the terms of our Compensation Committee’s charter. We sometimes refer to our Board, or the applicable committee with the power to administer our equity incentive plans, as the administrator. The administrator may also delegate to one or more persons or bodies the authority to (i) designate employees (other than officers) to receive specified awards, and (ii) determine the number of shares subject to such awards. Such persons or bodies may not grant a stock award to themselves and neither our Board nor any committee may delegate authority to any person or body (who is not a member of our Board or such body that is not comprised solely of members of our Board) the authority to determine the fair market value of our common stock for purposes of the 2026 Plan.
The administrator has the authority to determine the terms of awards, including recipients, the exercise, purchase or strike price of awards, if any, the number of shares subject to each award, the fair market value of a share of common stock, the vesting schedule applicable to the awards, together with any vesting acceleration, and the form of consideration, if any, payable upon exercise or settlement of the award and the terms of the award agreements for use under the 2026 Plan.
In addition, subject to the terms of the 2026 Plan, the administrator also has the power to modify outstanding awards under the 2026 Plan. However, without stockholder approval, the administrator may not reprice any outstanding option or stock appreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash or other consideration, or take any other action that is treated as a repricing under generally accepted accounting principles.
Stock Options. ISOs and NSOs are granted under stock option agreements adopted by the administrator. The administrator determines the exercise price for stock options, within the terms and conditions of the 2026 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of our common stock on the date of grant. Options granted under the 2026 Plan vest at the rate specified in the stock option agreement as determined by the administrator.
Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of our common stock with respect to ISOs that are exercisable for the first time by an Optionholder during any calendar year under all of our stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of our total combined voting power or that of any of our affiliates unless (i) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant; and (ii) the option is not exercisable after the expiration of five years from the date of grant.
Restricted Stock Unit Awards. Restricted stock units are granted under restricted stock unit award agreements adopted by the administrator. Restricted stock units may be granted in consideration for any form of legal consideration that may be acceptable to our Board and permissible under applicable law. A restricted stock unit may be settled by cash, delivery of stock, a combination of cash and stock as deemed appropriate by the administrator, or in any other form of consideration set forth in the restricted stock unit agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit. Except as otherwise provided in the applicable award agreement, restricted stock units that have not vested will be forfeited once the participant’s continuous service ends for any reason.
Restricted Stock Awards. Restricted stock awards are granted under restricted stock award agreements adopted by the administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, past services to us, or any other form of legal consideration that may be acceptable to our Board and permissible under applicable law. The administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of our common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.
Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation right agreements adopted by the administrator. The administrator determines the purchase price or strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of our common stock on the date of grant. A stock appreciation
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right granted under the 2026 Plan vests at the rate specified in the stock appreciation right agreement as determined by the administrator.
Performance Awards. The 2026 Plan permits the grant of performance-based stock and cash awards. The administrator may structure awards so that the shares of our stock, cash, or other property will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. The performance criteria that will be used to establish such performance goals may be based on any one of, or combination of, the following as determined by the administrator: earnings (including earnings per share and net earnings); earnings before interest, taxes and depreciation; earnings before interest, taxes, depreciation and amortization; total stockholder return; return on equity or average stockholder’s equity; return on assets, investment, or capital employed; share price; margin (including gross margin); income (before or after taxes); operating income; operating income after taxes; pre-tax profit; operating cash flow; sales or revenue targets; increases in revenue or product revenue; expenses and cost reduction goals; improvement in or attainment of working capital levels; economic value added (or an equivalent metric); market share; cash flow; cash flow per share; share price performance; debt reduction; customer satisfaction; stockholder’s equity; capital expenditures; debt levels; operating profit or net operating profit; workforce diversity; growth of net income or operating income; billings; financing; regulatory milestones; stockholder liquidity; corporate governance and compliance; intellectual property; personnel matters; progress of internal research; progress of partnered programs; partner satisfaction; budget management; partner or collaborator achievements; internal controls, including those related to the Sarbanes-Oxley Act of 2002; investor relations, analysts and communication; implementation or completion of projects or processes; employee retention; number of users, including unique users; strategic partnerships or transactions (including in-licensing and out-licensing of intellectual property); establishing relationships with respect to the marketing, distribution and sale of the Company’s products; supply chain achievements; co-development, co-marketing, profit sharing, joint venture or other similar arrangements; individual performance goals; corporate development and planning goals; and other measures of performance selected by the administrator.
The performance goals may be based on a company-wide basis, with respect to one or more business units, divisions, affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise (i) in the award agreement at the time the award is granted or (ii) in such other document setting forth the performance goals at the time the goals are established, we will appropriately make adjustments in the method of calculating the attainment of performance goals as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any business divested by us achieved performance objectives at targeted levels during the balance of a performance period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of our common stock by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under our bonus plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally accepted accounting principles. In addition, we retain the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of the goals. The performance goals may differ from participant to participant and from award to award.
Other Stock Awards. The administrator may grant other awards based in whole or in part by reference to our common stock. The administrator will set the number of shares under the stock award and all other terms and conditions of such awards.
Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid to any non-employee director with respect to any calendar year, including stock awards granted and cash fees paid by us to such non-employee director, will not exceed $1,000,000 in total value, or in the event such non-employee director is first appointed or elected to the Board during such calendar year or if the non-employee director is serving as chairman or lead director of the Board, $1,500,000 in total value (in each case, calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes).
Changes to Capital Structure. In the event there is a specified type of change in our capital structure, such as a stock split, reverse stock split, or recapitalization, appropriate adjustments will be made to (i) the class and maximum number of shares reserved for issuance under the 2026 Plan, (ii) the class and maximum number of shares that may be issued on the exercise of ISOs, and (iii) the class and number of shares and exercise price, strike price, or purchase price, if applicable, of all outstanding stock awards.
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Corporate Transactions. The following applies to stock awards under the 2026 Plan in the event of a corporate transaction, unless otherwise provided in a participant’s stock award agreement or other written agreement with us or one of our affiliates or unless otherwise expressly provided by the administrator at the time of grant.
In the event of a corporate transaction, any stock awards outstanding under the 2026 Plan may be assumed, continued or substituted for by any surviving or acquiring corporation (or its parent company), and any reacquisition or repurchase rights held by us with respect to the stock award may be assigned to the successor (or its parent company). If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then with respect to any such stock awards that are held by participants whose continuous service has not terminated prior to the effective time of the transaction, or current participants, the vesting (and exercisability, if applicable) of such stock awards will be accelerated in full to a date prior to the effective time of the transaction (contingent upon the effectiveness of the transaction), and such stock awards will terminate if not exercised (if applicable) at or prior to the effective time of the transaction, and any reacquisition or repurchase rights held by us with respect to such stock awards will lapse (contingent upon the effectiveness of the transaction). With respect to performance awards with multiple vesting levels depending on performance level, unless otherwise provided by an award agreement or by the administrator, the award will accelerate at 100% of target. If the surviving or acquiring corporation (or its parent company) does not assume, continue or substitute for such stock awards, then with respect to any such stock awards that are held by persons other than current participants, such awards will terminate if not exercised (if applicable) prior to the effective time of the transaction, except that any reacquisition or repurchase rights held by us with respect to such stock awards will not terminate and may continue to be exercised notwithstanding the transaction. The administrator is not obligated to treat all stock awards or portions of stock awards in the same manner and is not obligated to take the same actions with respect to all participants.
In the event a stock award will terminate if not exercised prior to the effective time of a transaction, the administrator may provide, in its sole discretion, that the holder of such stock award may not exercise such stock award but instead will receive a payment equal in value to the excess (if any) of (i) the value of the property the participant would have received upon the exercise of the stock award over (ii) any exercise price payable by such holder in connection with such exercise.
Under the 2026 Plan, a corporate transaction is generally defined to include the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale or disposition of all or substantially all of our assets; (ii) a sale or disposition of at least 50% of our outstanding securities; (iii) a merger, consolidation or similar transaction where we do not survive the transaction; and (iv) a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding before such transaction are converted or exchanged into other property by virtue of the transaction, unless otherwise provided in an award agreement or other written agreement between us and the award holder.
Change in Control. In the event of a change in control, as defined under the 2026 Plan, awards granted under the 2026 Plan will not receive automatic acceleration of vesting and exercisability, although this treatment may be provided for in an award agreement.
Under the 2026 Plan, a change in control is generally defined to include: (i) the acquisition by any person or company of more than 50% of the combined voting power of our then outstanding stock; (ii) a consummated merger, consolidation or similar transaction in which our stockholders immediately before the transaction do not own, directly or indirectly, more than 50% of the combined voting power of the surviving entity (or the parent of the surviving entity); (iii) a consummated sale, lease, exclusive license or other disposition of all or substantially all of our assets other than to an entity more than 50% of the combined voting power of which is owned by our stockholders; and (iv) an unapproved change in the majority of the board of directors.
Transferability. A participant may not transfer stock awards under the 2026 Plan other than by will, the laws of descent and distribution, or as otherwise provided under the 2026 Plan.
Plan Amendment or Termination. Our Board has the authority to amend, suspend, or terminate the 2026 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our stockholders. No ISOs may be granted after the tenth anniversary of the date our Board adopted the 2026 Plan. No stock awards may be granted under the 2026 Plan while it is suspended or after it is terminated.
U.S. Federal Income Tax Consequences
The following is a summary of the principal U.S. federal income tax consequences to participants and the Company with respect to participation in the 2026 Plan. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current U.S. federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding
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the federal, state, local and other tax consequences of the grant or exercise of an award or the disposition of stock acquired under the 2026 Plan. The 2026 Plan is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended. The Company’s ability to realize the benefit of any tax deductions described below depends on the Company’s generation of taxable income as well as the requirement of reasonableness and the satisfaction of the Company’s tax reporting obligations.
Nonstatutory Stock Options. Generally, there is no taxation upon the grant of a nonstatutory stock option. Upon exercise, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the stock option over the exercise price. If the participant is employed by the Company or one of its affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the stock option, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant.
Incentive Stock Options. The 2026 Plan provides for the grant of stock options that are intended to qualify as “incentive stock options,” as defined in Section 422 of the Code. Under the Code, a participant generally is not subject to ordinary income tax upon the grant or exercise of an ISO. If the participant holds a share received upon exercise of an ISO for more than two years from the date the stock option was granted and more than one year from the date the stock option was exercised, which is referred to as the required holding period, the difference, if any, between the amount realized on a sale or other taxable disposition of that share and the participant’s tax basis in that share will be long-term capital gain or loss. If, however, a participant disposes of a share acquired upon exercise of an ISO before the end of the required holding period, which is referred to as a disqualifying disposition, the participant generally will recognize ordinary income in the year of the disqualifying disposition equal to the excess, if any, of the fair market value of the share on the date of exercise of the stock option over the exercise price. However, if the sales proceeds are less than the fair market value of the share on the date of exercise of the stock option, the amount of ordinary income recognized by the participant will not exceed the gain, if any, realized on the sale. If the amount realized on a disqualifying disposition exceeds the fair market value of the share on the date of exercise of the stock option, that excess will be short-term or long-term capital gain, depending on whether the holding period for the share exceeds one year. For purposes of the alternative minimum tax, the amount by which the fair market value of a share of stock acquired upon exercise of an ISO exceeds the exercise price of the stock option generally will be an adjustment included in the participant’s alternative minimum taxable income for the year in which the stock option is exercised. If, however, there is a disqualifying disposition of the share in the year in which the stock option is exercised, there will be no adjustment for alternative minimum tax purposes with respect to that share. In computing alternative minimum taxable income, the tax basis of a share acquired upon exercise of an ISO is increased by the amount of the adjustment taken into account with respect to that share for alternative minimum tax purposes in the year the stock option is exercised. The Company is not allowed a tax deduction with respect to the grant or exercise of an ISO or the disposition of a share acquired upon exercise of an ISO after the required holding period. If there is a disqualifying disposition of a share, however, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the participant, subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and provided that either the employee includes that amount in income or the Company timely satisfies its reporting requirements with respect to that amount.
Restricted Stock Awards. Generally, the recipient of a restricted stock award will recognize ordinary income at the time the stock is received equal to the excess, if any, of the fair market value of the stock received over any amount paid by the recipient in exchange for the stock. If, however, the stock is subject to restrictions constituting a substantial risk of forfeiture when it is received (for example, if the employee is required to work for a period of time in order to have the right to transfer or sell the stock), the recipient generally will not recognize income until the restrictions constituting a substantial risk of forfeiture lapse, at which time the recipient will recognize ordinary income equal to the excess, if any, of the fair market value of the stock on the date it becomes vested over any amount paid by the recipient in exchange for the stock. A recipient may, however, file an election with the Internal Revenue Service, within 30 days following the date of grant, to recognize ordinary income, as of the date of grant, equal to the excess, if any, of the fair market value of the stock on the date the award is granted over any amount paid by the recipient for the stock. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock award will be the amount paid for such shares plus any ordinary income recognized either when the stock is received or when the restrictions constituting a substantial risk of forfeiture lapse. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock award.
Restricted Stock Unit Awards. Generally, the recipient of a restricted stock unit award will recognize ordinary income at the time the stock is delivered equal to the excess, if any, of (i) the fair market value of the stock received over any amount paid by the recipient in exchange for the stock or (ii) the amount of cash paid to the participant. The recipient’s basis for the determination of gain or loss upon the subsequent disposition of shares acquired from a restricted stock unit award will be the
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amount paid for such shares plus any ordinary income recognized when the stock is delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the restricted stock unit award.
Stock Appreciation Rights. Generally, the recipient of a stock appreciation right will recognize ordinary income equal to the fair market value of the stock or cash received upon such exercise. Subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of a tax reporting obligation, the Company will generally be entitled to a tax deduction equal to the taxable ordinary income realized by the recipient of the stock appreciation right.
Tax Consequences to the Company
Compensation of Covered Employees. The ability of the Company to obtain a deduction for amounts paid under the 2026 Plan could be limited by Section 162(m) of the Code. Section 162(m) of the Code limits the Company’s ability to deduct compensation, for U.S. federal income tax purposes, paid during any year to a “covered employee” (within the meaning of Section 162(m) of the Code) in excess of $1 million.
Golden Parachute Payments. The ability of the Company (or the ability of one of its subsidiaries) to obtain a deduction for future payments under the 2026 Plan could also be limited by the golden parachute rules of Section 280G of the Code, which prevent the deductibility of certain “excess parachute payments” made in connection with a change in control of an employer-corporation.
New Plan Benefits
The awards, if any, that will be made to eligible persons under the 2026 Plan are subject to the discretion of the Board. Therefore, we cannot currently determine the benefits or number of shares subject to awards that may be granted in the future nor may we determine the amounts that would have been granted in the last completed fiscal year if the 2026 Plan had been in effect.
Registration with the SEC
If the 2026 Plan is approved by our stockholders and becomes effective, we intend to file a registration statement on Form S-8 registering the shares reserved for issuance under the 2026 Plan as soon as reasonably practicable after we become eligible to use such form.
Our Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE 2026 PLAN (PROPOSAL 4 ON YOUR NOTICE OF INTERNET AVAILABILITY)
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PROPOSAL 5: APPROVAL OF THE SYNDAX PHARMACEUTICALS, INC. 2026 EMPLOYEE STOCK PURCHASE PLAN
Our stockholders are being asked to consider and vote upon the ESPP Proposal to approve the Syndax Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan. The Board approved the ESPP on April 30, 2026, subject to stockholder approval. If stockholders approve the ESPP Proposal, the ESPP will become effective on the date of stockholder approval at the Annual Meeting. If the ESPP is not approved by the stockholders, it will not become effective. The ESPP is described in more detail below.
The summary is qualified in its entirety by reference to the text of the ESPP, a copy of which is attached as Annex B to this proxy statement. Stockholders should refer to the ESPP for more complete and detailed information about the terms and conditions of the ESPP.
The ESPP
The purpose of the ESPP is to secure and retain the services of new employees, to retain the services of existing employees, and to provide incentives for such individuals to exert maximum efforts toward our success and that of our affiliates. Our ESPP will include two components. One component will be designed to allow eligible U.S. employees to purchase our common stock in a manner that may qualify for favorable tax treatment under Section 423 of the Code. The other component will permit the grant of purchase rights that do not qualify for such favorable tax treatment in order to allow deviations necessary to permit participation by eligible employees who are foreign nationals or employed outside of the U.S. while complying with applicable foreign laws. The ESPP will serve as the go-forward employee stock purchase plan for the Company, and we expect to commence offerings under the ESPP following the Effective Date.
Share Reserve. The ESPP authorizes the issuance of shares of our common stock under purchase rights granted to our employees or to employees of any of our designated affiliates. The maximum number of shares of our common stock that may be issued under the ESPP is 500,000 shares. If any purchase right granted under the ESPP terminates without having been exercised in full, the shares of our common stock not purchased under such purchase right will again become available for issuance under the ESPP.
Administration. Our Board will administer the ESPP unless and until the Board delegates administration of the ESPP to a Committee or Committees. The Board may delegate some or all of the administration of the ESPP to a Committee or Committees. If administration is delegated to a Committee, the Committee will have, in connection with the administration of the ESPP, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise. The Board may retain the authority to concurrently administer the ESPP with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. The ESPP is implemented through a series of offerings under which eligible employees are granted purchase rights to purchase shares of our common stock on specified dates during such offerings. Under the ESPP, we may specify offerings with durations of not more than 27 months and may specify shorter purchase periods within each offering. Each offering will have one or more purchase dates on which shares of our common stock will be purchased for employees participating in the offering. An offering under the ESPP may be terminated under certain circumstances.
Payroll Deductions. Generally, all regular employees, including executive officers, employed by us or by any of our designated affiliates, will be eligible to participate in the ESPP and to contribute, normally through payroll deductions, up to a maximum percentage of their earnings (as defined in the ESPP) or up to a set dollar amount for the purchase of our common stock under the ESPP. Unless otherwise determined by our Board, common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is at least the lesser of (i) 85% of the fair market value of a share of our common stock on the first date of an offering; or (ii) 85% of the fair market value of a share of our common stock on the date of purchase.
Limitations. Employees may have to satisfy one or more of the following service requirements before participating in the ESPP, as determined by our Board, including: (i) customary employment with us or one of our affiliates for more than 20 hours per week and more than five months per calendar year; or (ii) continuous employment with us or one of our affiliates for a minimum period of time (not to exceed two years). No employee may purchase shares under the ESPP at a rate in excess of $25,000 worth of our common stock based on the fair market value per share of our common stock at the beginning of an offering for each year such a purchase right is outstanding. Finally, no employee will be eligible for the grant of any purchase rights under the ESPP if immediately after such rights are granted, such employee has voting power over 5% or more of our outstanding capital stock measured by vote or value under Section 424(d) of the Code.
Changes to Capital Structure. In the event that there occurs a change in our capital structure through such actions as a stock split, merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, liquidating dividend, combination of shares, exchange of shares, change in
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corporate structure, or similar transaction, the Board will make appropriate adjustments to: (i) the number of shares reserved under the ESPP; (ii) the number of shares and purchase price of all outstanding purchase rights; and (iii) the number of shares that are subject to purchase limits under ongoing offerings.
Corporate Transactions. In the event of certain significant corporate transactions, including the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: (i) a sale of all or substantially all of our assets; (ii) a sale or disposition of more than 50% of our outstanding securities; (iii) a merger or consolidation where we do not survive the transaction; and (iv) a merger or consolidation where we do survive the transaction but the shares of our common stock outstanding immediately before such transaction are converted or exchanged into other property by virtue of the transaction, any then-outstanding rights to purchase our stock under the ESPP may be assumed, continued or substituted for by any surviving or acquiring entity (or its parent company). If the surviving or acquiring entity (or its parent company) elects not to assume, continue, or substitute for such purchase rights, then the participants’ accumulated payroll contributions will be used to purchase shares of our common stock within ten business days before such corporate transaction, and such purchase rights will terminate immediately after such purchase.
ESPP Amendment or Termination. Our Board has the authority to amend or terminate our ESPP, provided that except in certain circumstances such amendment or termination may not materially impair any outstanding purchase rights without the holder’s consent. We will obtain stockholder approval of any amendment to our ESPP as required by applicable law or listing requirements.
U.S. Federal Income Tax Consequences
The following is a summary of the principal U.S. federal income tax consequences to participants and the Company with respect to participation in the ESPP. This summary is not intended to be exhaustive and does not discuss the income tax laws of any local, state or foreign jurisdiction in which a participant may reside. The information is based upon current U.S. federal income tax rules and therefore is subject to change when those rules change. Because the tax consequences to any participant may depend on his or her particular situation, each participant should consult the participant’s tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of a purchase right or the sale or other disposition of our common stock acquired under the ESPP. The ESPP is not qualified under the provisions of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended.
423 Component of the ESPP. Rights granted under the 423 Component of the ESPP are intended to qualify for favorable U.S. federal income tax treatment associated with rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423 of the Code.
A participant will be taxed on amounts withheld for the purchase of shares of our common stock as if such amounts were actually received. Otherwise, no income will be taxable to a participant as a result of the granting or exercise of a purchase right until a sale or other disposition of the acquired shares. The taxation upon such sale or other disposition will depend upon the holding period of the acquired shares.
If the shares are sold or otherwise disposed of more than two years after the beginning of the offering period and more than one year after the shares are transferred to the participant, then the lesser of the following will be treated as ordinary income: (i) the excess of the fair market value of the shares at the time of such sale or other disposition over the purchase price; or (ii) the excess of the fair market value of the shares as of the beginning of the offering period over the purchase price (determined as of the beginning of the offering period). Any further gain or any loss will be taxed as a long-term capital gain or loss.
If the shares are sold or otherwise disposed of before the expiration of either of the holding periods described above, then the excess of the fair market value of the shares on the purchase date over the purchase price will be treated as ordinary income at the time of such sale or other disposition. The balance of any gain will be treated as capital gain. Even if the shares are later sold or otherwise disposed of for less than their fair market value on the purchase date, the same amount of ordinary income is attributed to the participant, and a capital loss is recognized equal to the difference between the sales price and the fair market value of the shares on such purchase date. Any capital gain or loss will be short-term or long-term, depending on how long the shares have been held.
Non-423 Component. A participant will be taxed on amounts withheld for the purchase of shares of our common stock as if such amounts were actually received. Under the Non-423 Component, a participant will recognize ordinary income equal to the excess, if any, of the fair market value of the underlying stock on the date of exercise of the purchase right over the purchase price. If the participant is employed by the Company or one of its affiliates, that income will be subject to withholding taxes. The participant’s tax basis in those shares will be equal to their fair market value on the date of exercise of the purchase right, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred to the participant.
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There are no U.S. federal income tax consequences to the Company by reason of the grant or exercise of rights under the ESPP. The Company is entitled to a deduction to the extent amounts are taxed as ordinary income to a participant for shares sold or otherwise disposed of before the expiration of the holding periods described above (subject to the requirement of reasonableness, the deduction limits under Section 162(m) of the Code and the satisfaction of tax reporting obligations).
New Plan Benefits
Participation in the ESPP is voluntary and each eligible employee will make his or her own decision regarding whether and to what extent to participate in the ESPP. Therefore, we cannot currently determine the benefits or number of shares subject to purchase rights and a new plan benefits table is thus not provided. In addition, we cannot determine the benefits or number of shares subject to awards that would have been received by any service provider if the ESPP had been in effect.
Registration with the SEC
If the ESPP is approved by our stockholders and becomes effective, we intend to file a registration statement on Form S-8 registering the shares reserved for issuance under the ESPP as soon as reasonably practicable after we become eligible to use such form.
Our Recommendation
THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE ESPP PROPOSAL (PROPOSAL 5 ON YOUR NOTICE OF INTERNET AVAILABILITY).
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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) discusses the principles and objectives underlying our policies and decisions with respect to the 2025 compensation of our NEOs and other material factors relevant to an analysis of these policies and decisions. This CD&A is intended to be read in conjunction with the tables that immediately follow this section.
Name |
Position |
Michael A. Metzger |
Chief Executive Officer |
Keith A. Goldan |
Chief Financial Officer |
Luke J. Albrecht |
General Counsel and Secretary |
Nick Botwood, M.B.B.S. (1) |
Head of Research and Development, Chief Medical Officer |
Steve Closter |
Chief Commercial Officer |
__________
(1) Dr. Botwood was appointed as Head of Research and Development, Chief Medical Officer effective May 12, 2025.
Company Overview
We are a commercial-stage biopharmaceutical company developing an innovative pipeline of cancer therapies. Highlights of our pipeline include Revuforj® (revumenib), an FDA-approved menin inhibitor, and Niktimvo™ (axatilimab-csfr), an FDA-approved monoclonal antibody that blocks the colony stimulating factor 1 (CSF-1) receptor. Fueled by our commitment to reimagining cancer care, we are working to unlock the full potential of our pipeline and are conducting several clinical trials across the continuum of treatment.
Select Business Highlights
In 2025, we solidified our leadership position and proved the strength of our research and development and commercial capabilities, achieving our third FDA approval and successfully launching two first- and best-in-class medicines. Revuforj and Niktimvo generated over $275 million in 2025 sales, rapidly advancing the Company towards profitability. Select 2025 and early 2026 highlights include:
Leadership Transition
On May 12, 2025, the Board appointed Dr. Botwood to serve as the Company’s Head of Research and Development, Chief Medical Officer, effective as of the same date. In connection with Dr. Botwood’s appointment, the Compensation Committee recommended, and the Board approved, his salary, target annual incentive opportunity and equity awards.
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Please see the “Compensation Related to Leadership Transition” section of this CD&A for additional information.
Executive Compensation Philosophy and Objectives
Our philosophy is to provide a competitive total compensation package with significant emphasis on pay for performance in order to recruit and retain an outstanding leadership team to execute our strategy and create stockholder value. The core elements of the Company’s executive compensation philosophy are as follows:
We believe our executive compensation program, as developed and implemented, as presented in this CD&A, achieves these objectives and is appropriate for a company in our industry and at our stage of growth.
Pay Program Overview
The primary elements of our executive compensation program for 2025 were base salary, annual performance-based cash compensation, and long-term equity incentives.
The base salary payable to each NEO is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries may be adjusted based on numerous factors, including a change in an executive officer’s responsibilities, demonstrated performance or relevant market data.
The annual performance-based cash compensation program is intended to motivate and reward our executives for the achievement of certain short-term goals of the Company. Our annual incentives for 2025 were based on performance relative to the Company’s 2025 operating and organizational goals.
Long-term equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Historically, we have used stock option grants, restricted stock unit awards and performance-based equity awards, because we believe that each is an effective means by which to align the long-term interests of our executive officers with those of our stockholders.
CEO and Other NEO Pay Mix
Executive compensation is linked strongly to the performance of the business, with a majority of annual target compensation being variable and at-risk. In 2025, 89% of the total target compensation for the CEO was at-risk and an average of 80% of the total target compensation for all other NEOs was at-risk, each as shown in the graphics below. The Compensation Committee considers compensation to be at risk if it is subject to operating performance, or if its value depends on stock price appreciation.
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Compensation Program Governance
The Compensation Committee assesses the effectiveness of our executive compensation program from time to time and reviews risk mitigation and governance matters, which includes maintaining the following best practices:
|
|
What We Do |
þ |
Pay for Performance |
The majority of total executive compensation is variable and at-risk. |
þ |
Balance Short- and Long-Term Incentives |
The allocation of incentives among the annual incentive plan and the long-term incentive plan does not over-emphasize short-term performance at the expense of achieving long-term goals. |
þ |
Combination of Balanced Performance Metrics |
We use a diverse set of milestone performance metrics in our annual incentive plan to ensure that no single measure affects compensation disproportionately. |
þ |
Independent Compensation Consultant |
Our Compensation Committee has engaged an independent compensation consultant to provide information and advice for use in Compensation Committee decision-making. |
þ |
Peer Data |
We develop a peer group of companies based on industry, development stage, market capitalization, R&D expense and employee headcount to reference for compensation decisions. |
þ |
Cap Bonus Payments; Fixed Equity Grants |
Our annual incentive plan has an upper limit on the amount of cash that may be earned. We grant a fixed number of options and RSUs. We grant PRSUs with an upper limit on the number that may be earned. |
þ |
Clawback Policy |
We adopted a clawback policy to allow us to recover incentive compensation from our executive officers, on a non-fault basis, in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements. |
þ |
Double Trigger Change-in-Control Provisions |
If there is a change in control, outstanding time-based equity awards will vest only if there is both a change-in-control and termination of employment (a “double trigger”). A change-in-control alone will not trigger vesting. |
|
|
|
|
|
What We Don’t Do |
ý |
No Hedging or Pledging of Company Securities |
We prohibit officers and non-employee directors from engaging in hedging, pledging or short-sale transactions in Company securities. |
ý |
No Perks |
We do not provide perquisites to executive officers. |
ý |
No Excise Tax Gross-ups |
We do not provide excise tax gross-ups. |
ý |
No Stock Options Below Fair Market Value |
We do not grant stock options below fair market value. |
Compensation Determination Process
Say-on-Pay Results & Stockholder Outreach
As part of the Compensation Committee’s annual review of our executive compensation program, the committee considers the outcome of the annual non-binding advisory vote of stockholders, commonly known as the “say-on-pay” vote, on the compensation of our NEOs. At the Company’s Annual Meeting in May 2025, approximately 95% of shares that were voted, excluding broker non-votes and abstaining votes, were cast in favor of the compensation of the Company’s NEOs in 2024. Even with this strong outcome, the Compensation Committee determined to use stockholder engagement as an additional way to understand our stockholders’ perspectives on our executive compensation program and hear feedback directly from them.
We engage in regular outreach with our stockholders throughout each year. As part of these stockholder engagement efforts, in 2025 and early 2026, we held discussions with stockholders representing approximately 62% of our outstanding common stock. During the course of the conversations we held with stockholders in 2025 and early 2026, either in response to an inquiry from us or otherwise, no stockholders offered any feedback on, or expressed any issues with, our executive compensation practices. Nevertheless, as the Company has continued to evolve and mature, the Compensation Committee has correspondingly sought to evolve the executive compensation program as appropriate for a company of Syndax’s stage of
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development and size. In particular, based on past feedback of, and awareness of the preferences of, stockholders, the Compensation Committee has been growing the performance nature of long-term incentive equity grants by utilizing grants of performance based restricted stock units (“PRSUs”) to all of our named executive officers since 2024, which grants were disclosed in filings. Please see “Elements of our Executive Compensation Program-Equity-Based Incentive Awards” below. The Compensation Committee continued its practice of issuing PRSUs to all of our named executive officers in 2026.
We value the opinions of our stockholders and our Compensation Committee and Board will continue to consider stockholder input and monitor our executive compensation program to ensure it aligns the interests of our named executive officers with the interests of our stockholders and adequately addresses any stockholder concerns that may be expressed in future votes or in engagement meetings. Consistent with the recommendation of our Board and the preference of our stockholders as reflected in the non-binding advisory vote on the frequency of future “say-on-pay” votes conducted at our 2025 annual meeting of stockholders, our stockholders will continue to have an opportunity annually to cast a non-binding advisory vote in connection with the compensation of our named executive officers.
Role of Compensation Committee
The Compensation Committee establishes our compensation philosophy and objectives; determines the structure, components and other elements of executive compensation, or recommends them to the Board for approval; and reviews and approves the compensation of the NEOs or recommends it for approval by the Board. The Compensation Committee structures the executive compensation program to accomplish its articulated compensation objectives in light of the compensation philosophy described above.
The Compensation Committee annually reviews compensation policies and procedures to determine if any updates are needed. The Compensation Committee also makes recommendations to the Board with respect to the corporate objectives associated with our annual performance-based cash compensation program, as well as assessing our performance against those corporate objectives after the end of the year or making a recommendation to the Board as to the extent to which we have met those corporate objectives. Additionally, the Compensation Committee reviews performance relative to the vesting criteria of PRSUs.
Role of the CEO
The Compensation Committee generally seeks input of our CEO when discussing the performance of, and compensation for, our executive officers, including the NEOs other than the CEO. In addition, other members of management may attend Compensation Committee meetings to provide background information or advice, or to answer Compensation Committee member questions, including with respect to the financial, accounting, tax and retention implications of various compensation discussions.
Our CEO reviews the performance of the other executive officers, including the other NEOs, annually and presents to the Compensation Committee his conclusions and other input as to their compensation, including base salary adjustments, annual performance-based cash compensation targets and payouts, and equity awards. The Compensation Committee considers the CEO’s input as one factor in its deliberations to determine the compensation of our executive officers, including for the other NEOs. The Compensation Committee gives significant weight to the CEO’s recommendations in light of his greater familiarity with the day-to-day performance of his direct reports and the importance of incentive compensation in driving the execution of managerial initiatives developed and led by the CEO.
While the CEO and other NEOs may attend Compensation Committee meetings, the CEO and other NEOs may not be present during voting or deliberations on their compensation.
Role of the Compensation Consultant
The Compensation Committee recognizes that there is a value in procuring independent, objective expertise in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors to assist it with carrying out its duties and responsibilities.
The Compensation Committee has engaged the services of an independent compensation consultant, Aon, to assist it in connection with making executive compensation decisions. The Compensation Committee has the authority, under its charter, to retain, terminate and set the terms of the Company’s relationship with Aon or any other outside advisors that assist the Compensation Committee in carrying out its responsibilities.
35
The Compensation Committee has worked with Aon to develop a peer group, to provide a competitive market analysis of the base salary, annual performance-based cash incentive awards and long-term incentive compensation of our executive officers compared against the compensation peer group, and to review other market practices and trends.
The Compensation Committee annually assesses the independence of Aon pursuant to SEC and Nasdaq rules to determine whether Aon is independent and that no conflict of interest exists that would prevent Aon from serving as an independent advisor to the Compensation Committee. The Compensation Committee assessed the independence of Aon consistent with Nasdaq listing standards, concluded that the engagement of Aon does not raise any conflict of interest and that Aon is independent.
While the Compensation Committee took into consideration the review and recommendations of Aon when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.
Consideration of Comparative Market Data
Relevant market data provide a solid reference point for making decisions and very helpful context, even though, relative to other companies, there are differences and unique aspects of the Company.
With Aon’s assistance and input, the Compensation Committee annually adopts a peer group of companies that it uses as a reference group to provide a broad perspective on competitive pay levels and practices.
The Compensation Committee reviews and approves the peer group companies that are used to evaluate competitive market compensation. In doing so, the Compensation Committee seeks to approve a peer group that is representative of the sector in which we operate and includes companies within an appropriate defined range in terms of revenue and market capitalization.
2025 Executive Compensation Peer Group
In September 2024, the Compensation Committee determined that our peer group for purposes of determining the compensation of our NEOs in fiscal year 2025 would consist of commercial stage public biopharmaceutical companies, with a preference toward companies focused on oncology. In general, the selection criteria consisted of companies with market capitalizations between $500 million and $7.5 billion, fewer than 850 employees, and more than $50 million in research and development expenses. Below is a list of the 22 companies that the Compensation Committee identified as our peer group for fiscal year 2025:
Agios Pharmaceuticals, Inc. (AGIO) |
Deciphera Pharmaceuticals (DCPH) |
Madrigal Pharmaceuticals, Inc. (MDGL) |
Amicus Therapeutics (FOLD) |
Exelixis, Inc. (EXEL) |
Mirum Pharmaceuticals, Inc. (MIRM) |
Apellis Pharmaceuticals, Inc. (APLS) |
Geron Corporation (GERN) |
Rhythm Pharmaceuticals, Inc. (RYTM) |
Arcus Biosciences, Inc. (RCUS) |
Halozyme Therapeutics, Inc. (HALO) |
SpringWorks Therapeutics, Inc. (SWTX) |
Bicycle Therapeutics plc (BCYC) |
ImmunityBio, Inc. (IBRX) |
Tarsus Pharmaceuticals, Inc. (TARS) |
Blueprint Medicines Corporation (BPMC) |
Iovance Biotherapeutics, Inc. (IOVA) |
TG Therapeutics, Inc. (TGTX) |
Catalyst Pharmaceuticals, Inc. (CPRX) |
Lexicon Pharmaceuticals, Inc. (LXRX) |
Vericel Corporation (VCEL) |
Day One Biopharmaceuticals (DAWN) |
|
|
The Compensation Committee focused on selecting companies that in whole had similar attributes as the Company, while the companies may differ across some of the attributes. In determining companies to remove from the prior year’s peer group, the Compensation Committee determined to remove companies that were either acquired before filing their annual proxy statement or that were at an earlier stage of development than the Company. To maintain a similar number of companies in the peer group, the Compensation Committee added Apellis Pharmaceuticals, Bicycle Therapeutics, Catalyst Pharmaceuticals, ImmunityBio, Iovance Biotherapeutics, Lexicon Pharmaceuticals, Madrigal Pharmaceuticals, Mirum Pharmaceuticals, Rhythm Pharmaceuticals and Tarsus Pharmaceuticals, all of which are commercial stage companies.
The Compensation Committee evaluates the peer group for suitability at least annually and modifies the peer group as needed. Our Compensation Committee utilizes the compensation of executive officers of the companies in this peer group data as one reference point along with various other factors, such as the individual’s performance, experience, and competitive market conditions. In addition to the Compensation Committee-approved peer group, the Compensation Committee also considers compensation survey data reflecting broader, size-appropriate comparisons in the biotechnology industry.
We believe that the compensation practices of our peer group provided us with appropriate compensation reference points for evaluating and determining the compensation of our NEOs during 2025.
36
Compensation Positioning
For fiscal year 2025, the Compensation Committee and Board sought to competitively position our executive pay programs, in the aggregate, with variances by executive. However, the amount of compensation delivered for target total cash compensation and long-term incentives are based on performance, and therefore the amount of compensation actually earned may be different – either higher or lower – than the targeted amount. In addition, the individual pay levels may vary based on the experience of each executive officer, including the scope of the officer’s position and performance, as well as internal equity and other factors.
Elements of Our Executive Compensation Program
Base Salary
We provide our NEOs with base salaries to compensate them for their day-to-day responsibilities. Generally, the initial base salaries of our executive officers are established through arm’s-length negotiation at the time the individual executive officer is hired, taking into account the executive’s qualifications, experience and comparable market data.
Thereafter, the Compensation Committee, in consultation with our CEO and in consideration of the market data that Aon provides, reviews and recommends to the Board adjustments, as necessary or appropriate, to the base salaries of our executive officers on an annual basis. Consistent with such practice, the Compensation Committee recommended, and the Board approved, base salaries of the NEOs for 2025 that were within a range that is competitive with salaries paid to executives at companies in our peer group. None of our NEOs is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary.
In establishing base salaries, the Compensation Committee exercises its judgment and discretion and considers several factors, including the performance of the individual executive officer, the officer’s potential to contribute to our long-term strategic goals, the officer’s role and scope of responsibilities within our Company, individual experience and skills, the officer’s compensation as compared to similarly situated executives at comparable companies in our peer group, competitive market dynamics for the position and the input of our CEO. No specific formula is applied to determine the weight of each criterion.
Annual base salaries for our NEOs for the positions they held as of December 31, 2025, as compared with the compensation for the positions held with us as of December 31, 2024, were as follows:
NEO |
2025 Base Salary ($) |
|
2024 Base Salary ($) |
|
Approximate % Change |
||
Michael A. Metzger |
|
754,300 |
|
|
715,000 |
|
5.5% |
Keith A. Goldan |
|
516,900 |
|
|
497,000 |
|
4.0% |
Luke J. Albrecht |
|
496,900 |
|
|
471,000 |
|
5.5% |
Nick Botwood, M.B.B.S. (1) |
|
540,000 |
|
|
— |
|
0.0% |
Steve Closter |
|
485,300 |
|
|
460,000 |
|
5.5% |
Annual Performance-Based Cash Compensation Program
The annual incentive plan for executive officers is a cash-based plan that rewards NEOs for the achievement of key short-term objectives. The structure of the annual cash plan incentivizes NEOs to achieve annual financial and operational results that the Compensation Committee views as critical to the execution of our business strategy.
Target Opportunities. The Compensation Committee determines the target cash incentive opportunity available to each NEO by taking the individual’s annual base salary in effect at year end and multiplying it by the individual’s target incentive percentage. The target cash incentive opportunity for a newly hired NEO is typically prorated based on the salary earned during the year of hire unless otherwise negotiated as part of the new hire package or the Compensation Committee later determines not to prorate the NEO’s incentive payment. Among other factors, the target incentive percentages are determined with reference to the peer group company percentages of salary and the proportion of total direct compensation represented by the annual incentive.
37
NEO |
2025 Target Annual Incentive Plan Opportunity as a % of Base Salary |
Michael A. Metzger |
75% |
Keith A. Goldan |
45% |
Luke J. Albrecht |
45% |
Nick Botwood, M.B.B.S. |
45% |
Steve Closter |
45% |
Allocation of Annual Incentive Opportunity Between Corporate and Individual Performance. The total annual incentive opportunity for each NEO is allocated between corporate performance and individual performance as follows:
NEO |
Corporate Performance |
Individual Performance |
Michael A. Metzger |
100% |
— |
Keith A. Goldan |
75% |
25% |
Luke J. Albrecht |
100% |
— |
Nick Botwood, M.B.B.S. |
75% |
25% |
Steve Closter |
75% |
25% |
Corporate Performance Measures. To establish the corporate goals for the year, the Compensation Committee, with the input of the executive leadership team, considered our results for 2024, the business objectives and plans for 2025, and the related risks associated with those plans. Based on this information, the Compensation Committee established the performance-based metrics and targets for the annual incentive plan at levels that it considered rigorous and challenging and that took into account the relevant risks and opportunities. In doing so, the Compensation Committee placed a larger weighting on objectives related to the Company’s menin inhibitor program. Unlike the Company’s axatilimab program, the Company does not have an external collaboration partner for the menin inhibitor program. Therefore, the Company’s achievement of these performance measures are solely dependent on the Company’s activities. The amount of the corporate performance payout, if any, under the annual incentive plan is based on achievement against corporate performance measures as follows:
For each identified research, commercial or organizational development milestone, the Compensation Committee set applicable performance levels as follows:
The Compensation Committee established three payout tiers based on performance level. For performance meeting the minimum threshold, the payout is set at 50% of the target incentive amount. For performance meeting the target objective, the payout is set at 100% of the target incentive amount. For performance exceeding the target objective, the maximum payout is capped at 200% of the target incentive amount for commercial objectives relating to Revuforj and Niktimvo, and at 150% of the target incentive amount for all other non-commercial objectives.
Individual Performance. For the NEOs who have a portion of their annual incentive tied to individual performance, the NEOs’ 2025 individual measures target allocation and performance with respect thereto are set forth below, with maximum individual performance capped at 200%:
NEO |
Individual Goals |
Individual Achievement |
Weighted Achievement |
Keith A. Goldan |
25% |
110% |
27.5% |
Nick Botwood, M.B.B.S. |
25% |
150%(1) |
37.5% |
Steve Closter |
25% |
150% |
37.5% |
38
With respect to Mr. Goldan, key performance highlights included leading our finance operations to scale commercially and improve operationally, managing our P&L and SEC reporting obligations with improved efficiency, strategic leadership of our investor relations team and increasing investor engagement with key accounts, and continuing to strengthen the capabilities and infrastructure of our information technology team.
With respect to Dr. Botwood, key performance highlights included serving as a key member of our investor relations team, reorganizing key R&D functions and bringing key talent into the organization, leading R&D efforts for the Revuforj Supplemental NDA (“sNDA”) approval, and leadership of key front line trial design and initiation.
With respect to Mr. Closter, key performance highlights included his leadership of the Revuforj and Niktimvo commercial launches with first year performance surpassing all analogs, successful execution of Revuforj’s 2025 brand plan, helping to drive payor coverage and rapid delivery time of products to patients, and his external contributions engaging with investors and key stakeholders.
Payout Levels. The Compensation Committee defined payout levels representing the amount to be paid to NEOs based on the level of actual performance relative to the objectives. If achievement is below the target level of performance, but above a base threshold, the Compensation Committee set the payout at 50% in order to motivate performance and underscore the importance of achieving, or closely approaching, the objectives at this critical time in our development. If we achieve the objective, the Compensation Committee will authorize a payout of up to 100% of the portion of the overall opportunity allocated to that element; if we exceed the objective, the Compensation Committee may, in its discretion, authorize a higher payout for that objective, but the payout will not exceed 200% of the target for objectives relating to Revuforj and Niktimvo commercial performance and 150% of the target for non-commercial objectives.
In February 2026, the Compensation Committee met to consider how we had performed against the pre-established corporate performance goals. While the Compensation Committee considered management’s views regarding their 2025 achievements, the Compensation Committee made an independent determination regarding the corporate performance, and established that the 2025 corporate performance was 150%, based on the overachievement of our goals related to our:
The Compensation Committee recommended its determination regarding the 2025 corporation performance to the Board for approval, prior to approving the compensation implications for each of the executive officers. The Compensation Committee then considered the achievement of pre-established individual goals described above of the three NEOs who have a portion of their annual cash incentive for 2025 determined by individual performance. The Compensation Committee determined that Mr. Closter achieved 150% of his individual objectives, Mr. Goldan achieved 110% of his individual objectives and Dr. Botwood achieved 150% of his individual objectives on an unprorated basis.
Having determined the 2025 corporate and individual performance levels for each NEO, the Compensation Committee then translated those performance levels to a payout level based on the payout curve described above. The dollar amount of the annual incentive award targets and payout ranges for 2025, as well as the actual annual incentive award payouts that the Board approved for each of the NEOs for 2025, are:
39
NEO |
Target Incentive Amount |
|
Corporate Performance Measures: % of Target Incentive |
Final Corporate Performance |
Corporate Performance Measures: Payout Amount |
|
Individual Performance Measures: % of Target Incentive |
|
Individual Performance Measures: Payout Amount |
|
Total 2025 Annual Incentive Payout Amount |
|
|||||
Michael A. Metzger |
$ |
565,725 |
|
100% |
150.0% |
$ |
848,588 |
|
|
— |
|
|
— |
|
$ |
848,588 |
|
Keith A. Goldan |
$ |
232,605 |
|
75% |
150.0% |
$ |
261,681 |
|
110% |
|
$ |
63,967 |
|
$ |
325,648 |
|
|
Luke J. Albrecht |
$ |
223,605 |
|
100% |
150.0% |
$ |
335,408 |
|
|
— |
|
|
— |
|
$ |
335,408 |
|
Nick Botwood, M.B.B.S. (1) |
$ |
243,000 |
|
75% |
150.0% |
$ |
273,375 |
|
100% |
|
$ |
60,750 |
|
$ |
334,125 |
|
|
Steve Closter |
$ |
218,385 |
|
75% |
150.0% |
$ |
245,683 |
|
150% |
|
$ |
81,894 |
|
$ |
327,578 |
|
|
(1) As noted above, on an unprorated basis, Dr. Botwood’s individual performance was 150%.
Equity-Based Incentive Awards
The third and largest component of the executive compensation program is long-term equity incentives. The Compensation Committee designed the long-term incentive opportunity for the NEOs to motivate and reward executive officers to achieve multiyear strategic goals and deliver sustained long-term value to stockholders.
We believe that equity awards provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. Long-term equity incentives also promote retention, because executive officers will only receive value if they remain employed by us over the required term.
Grants to our NEOs and other employees are made at the discretion of the Compensation Committee and Board and are generally made upon commencement of employment, promotion or annually during the first quarter of each year based upon performance during the prior year. We believe that our equity awards are an important retention tool for our executive officers, as well as for our other employees.
Equity Vehicles
The Compensation Committee has structured the mix of equity vehicles and the relative weight assigned to each type to motivate performance against long-term targets and stock price appreciation over the long term and to encourage ownership and retention while aligning executive officers’ interests with those of our shareholders. Stockholder feedback has been a key driver of the evolution of our compensation structure.
Beginning in 2024, the Compensation Committee, with the assistance of its independent compensation consultant, began increasing the performance nature of long-term incentive equity grants by introducing grants of PRSUs to all members of our executive team, including all of our NEOs. The Compensation Committee continued to include PRSUs as part of the long-term incentive equity grants to the NEOs in 2025. The PRSUs have a performance aspect that aligns the interests of the NEOs with the core long-term interest of stockholders, which is to increase the value of the enterprise, by incentivizing achievement relative to key performance goals of the Company. The performance-based metric, in conjunction with the proportion of total compensation that was variable and at-risk, further enhances the link between pay and performance for the NEOs, as well as strengthens the alignment of the interests of the executive officers with those of our stockholders. The actual number of PRSUs earned will be based on the Company’s performance relative to target.
Historically, we have used stock option grants as our primary equity vehicle because we believe that they are an effective means by which to align the long-term interests of our executive officers with those of our stockholders. Consistent with what we believe to be the prevailing market practice for companies in our industry at our stage of development, we have used stock options to motivate stock price appreciation over the long term because they deliver value only if the stock price increases. Stock options are inherently performance-based, requiring stock price appreciation before there is any value earned, and are therefore a direct and straightforward means of incentivizing NEOs. The use of stock options also can provide tax and other advantages to our executive officers relative to other forms of equity compensation.
Beginning in 2024, we also began company-wide grants of restricted stock units (“RSUs”), which we had historically issued as special incentive awards, such as in connection with a new hire, or in connection with the completion of a project or research milestone. The RSUs are complementary to the PRSUs and the stock options because they have upside potential but deliver some value even during periods of market or stock price underperformance, providing a retention incentive and reinforcing an ownership culture and commitment to the Company.
40
Annual Grants
In determining the number of stock options, RSUs or PRSUs to be granted to an NEO, the Compensation Committee takes into account equally both the range of long-term incentive award values granted to executive officers at the companies in the peer group and the range of grant size as a percent of the company in the peer group in determining the appropriate number of options for an NEO.
The 2025 PRSUs have three distinct performance metrics related to (i) revenue from Revuforj in fiscal year 2025; (ii) Revuforj’s sNDA filing; and (iii) the Company’s three-year total shareholder return (“TSR”) as measured against the Nasdaq Biotechnology Index components’ TSRs over the same period. Each of these measures bears equal one-third weighting such that a recipient may receive anywhere between the full award and none of the award based on the Company’s performance against each of the three performance objectives. The Compensation Committee believes that it set performance goals at rigorous and challenging levels so as to require significant effort and achievement by our executive officers to be attained, and that such goals have been established in light of our internal forecast as well as the macroeconomic and industry environments. In 2025, the Company achieved the first two performance metrics by (i) achieving 2025 full-year net revenue of Revuforj exceeding $75 million and (ii) receiving approval of the mNPM1 sNDA from the United States Food and Drug Administration before year-end 2025. Vesting of the awards remains, in each case, subject to the recipient’s continuous service through the February 2028 vesting date.
The exercise price of all stock options granted to NEOs is equal to the closing price of our stock on the date of the grant, and all of our stock options granted in 2025 have a ten-year term until expiration.
In connection with our annual grant process, on February 5, 2025, our Compensation Committee recommended, and our Board approved, grants to each of Messrs. Metzger, Albrecht, Closter and Goldan of PRSUs, RSUs and options to purchase shares of our common stock. Each stock option vests in equal monthly installments on the last day of each month over a four-year period, subject to the executive’s continuous service to us through each vesting date. The RSUs vest in equal one third tranches annually over three years from the grant date.
The February 2025 grants made by the Compensation Committee are shown in the following table:
NEO |
PRSUs (#) |
|
RSUs |
|
Time-Based Stock Options (#) |
|
|||
Michael A. Metzger |
|
89,000 |
|
|
60,500 |
|
|
364,000 |
|
Keith A. Goldan |
|
23,400 |
|
|
18,500 |
|
|
110,500 |
|
Luke J. Albrecht |
|
23,400 |
|
|
16,500 |
|
|
100,000 |
|
Steve Closter |
|
23,400 |
|
|
13,500 |
|
|
85,000 |
|
In February 2024, each then NEO received a PRSU grant with a performance metric related to revenue from Revuforj meeting or exceeding $45M in the first twelve months of commercial sales. One third of each award vests upon the achievement of that goal, and the remainder vest in equal one third tranches on the first and second anniversary of the goal achievement, respectively, in each case subject to continuous service through each vesting date. The Compensation Committee reviewed and determined the achievement of that performance metric in May 2025 and the first one third of each award vested on May 31, 2025.
We expect to continue to evaluate our equity compensation strategy across the organization to manage our equity utilization during 2026 and beyond. In 2026, the Compensation Committee again granted PRSUs with TSR, commercial as well as research and development-related metrics to each of the NEOs.
Compensation Related to Leadership Transition
The Compensation Committee has also granted equity-based incentives in connection with the hire of new executives, either in the form of stock options, RSUs or both.
In connection with Dr. Botwood’s hire as our Head of Research and Development and Chief Medical Officer in May 2025, he was awarded 215,000 stock options. The Compensation Committee determined that this grant would promote immediate alignment between his interests and those of our stockholders and encourage his long-term service and performance. One-quarter of the options vest on the first anniversary of the grant date, and the remainder vest in equal monthly installments on the last day of each month over a three-year period thereafter, subject to Dr. Botwood’s continuous service through each vesting date. Additionally, Dr. Botwood was awarded a grant of 23,400 PRSUs, one-third of which vests upon the achievement of each one of three specified performance goals, which are identical to the goals for the PRSUs that members of the Company’s executive team received in February 2025. Please see “Compensation Discussion and Analysis—Equity-Based Incentive Awards.”
41
Additional Elements of Compensation
Employee Benefits
Our NEOs are eligible to participate in all our employee benefit plans, such as medical, dental, vision, group life, short and long-term disability and our 401(k) plan, in each case on the same basis as other employees, subject to applicable laws. Under our 401(k) plan, we currently make matching contributions of 200% of an employee’s contributions to the plan, up to a maximum of $10,000 per year. We believe these benefits are important to attracting and retaining experienced employees, including our executives.
Perquisites
We do not currently provide any perquisites to our executive officers.
Severance Arrangements
We have entered into employment agreements with all of our NEOs that provide for at-will employment without any specific term. Each of the agreements sets forth the NEO’s severance benefits payable upon a qualifying termination of employment or change in control of our Company. The “Potential Payments Upon Termination or Change in Control” section located in the “Executive Officer and Director Compensation” section below describes and quantifies the severance and other benefits potentially payable to the NEOs in further detail.
We offer severance benefits because we compete for executive talent in a highly competitive market in which companies routinely offer similar benefits to their officers. These severance benefits may consist of a payment equal to a specified number of months of base salary continuation, payment of premiums for continued health insurance coverage for a specified period of time, an amount determined by reference to the executive’s annual performance-based cash incentive and accelerated vesting of equity or an extension of time in which to exercise stock options.
We provide severance benefits outside of the change in control context if our NEOs’ employment is terminated without cause, or if the executive terminates employment for good reason, as each of those terms are defined in the employment agreements, subject to the executive officer’s execution of an effective release of claims. The Company believes that it is appropriate to provide severance in this instance to bridge executives to new employment, particularly in view of the Developments, Non-Disclosure and Non-Solicitation agreements that our executives have signed with the Company.
We provide enhanced severance benefits in the change in control context because we believe that the occurrence or potential occurrence of a change in control transaction will create uncertainty regarding the continued employment of our executive officers. The Company believes it serves the best interest of the Company and its stockholders to have executives focus on the business merits of mergers and acquisitions without undue concern for their personal financial outcome. As such, we provide severance protections in connection with a change in control, subject to each executive officer’s execution of an effective release of claims, to help ensure that executive officers can objectively evaluate change in control transactions that may be in the best interest of our stockholders, despite the potential negative consequences such transactions may have on them personally.
We believe that the severance benefits provided to our executive officers under their Employment Agreements are an important component of each executive officer’s overall compensation as they help us to attract and retain our key executives who could have other job alternatives that may appear to them to be more attractive absent these protections.
Additional Compensation Policies and Practices
Policies and Practices Related to the Grant of Equity Awards Close in Time to the Release of Material Nonpublic Information
From time to time, we grant equity awards to our employees, including our NEOs.
42
Prohibition on Hedging, Pledging and Short Sales
Pursuant to our insider trading policy, our officers, directors, employees and consultants (including their immediate family members and other persons with whom they share a household, and economic dependents) are prohibited from engaging in transactions in publicly traded options, such as puts and calls, and other derivative securities with respect to our common stock at any time. This prohibition extends to (i) engaging in any forms of hedging or short-selling transactions involving our securities, (ii) pledging our securities as collateral for loans, (iii) purchasing our stock on margin or holding our securities in a margin account, or (iv) similar transaction designed to decrease the risks associated with holding our securities.
Tax Considerations: Section 162(m)
When reviewing compensation matters, the Compensation Committee considers the anticipated tax consequences to us (and, when relevant, to our executive officers) of the various payments under our compensation programs. Section 162(m) of the Code generally disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million in any taxable year to certain executive officers. The Compensation Committee, after considering the potential impact of the application of Section 162(m) of the Code, may provide compensation to executive officers that may not be tax deductible if it believes that providing that compensation is in the best interests of the Company and its stockholders.
Clawback Policy
In October 2023, the Compensation Committee adopted our Incentive Compensation Recoupment Policy (the “Clawback Policy”), designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of performance-based incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws. The policy applies to our current and former executive officers. Compensation that is granted, earned or vested based wholly or in part upon attainment of a Financial Reporting Measure (as defined in the Clawback Policy) is subject to recoupment. The 2015 Plan and the 2026 Plan also provide for clawback of time-based equity.
Compensation Risk Assessment
Our Compensation Committee is responsible for evaluating, recommending and approving executive officer compensation arrangements, plans, policies and programs and performs an annual assessment of the risk they impose. In consultation with management, our Compensation Committee assessed our executive officer compensation arrangements, plans, policies and programs and concluded that they do not create risks that are reasonably likely to have a material adverse effect on our company. This risk assessment included, among other things, a review of the extent to which the Company’s compensation policies and practices could lead to excessive risk-taking behavior, the manner in which any risks arising out of the Company’s compensation policies and practices are monitored and mitigated and any adjustments that may be necessary to address changes in the Company’s risk profile.
Report of the Compensation Committee on Executive Compensation
This Compensation Committee Report shall not be deemed to be incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, notwithstanding any general statement contained in any such filing incorporating this proxy statement by reference, except to the extent the Company incorporates such Report by specific reference.
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the management of the Company. Based on this review and these discussions, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and the Company’s proxy statement.
The preceding report has been furnished by the following members of the Compensation Committee:
Keith A. Katkin, Chair
Pierre Legault
Dennis G. Podlesak
43
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION
Executive Officer Compensation
Summary Compensation Table
The following table sets forth information regarding compensation awarded to or earned by our NEOs during the fiscal years indicated.
Name and Principal Position |
|
Year |
|
Salary |
|
|
Stock Awards |
|
|
Option Awards |
|
|
Non-Equity Incentive Plan Compensation ($)(3) |
|
|
All Other Compensation ($)(4) |
|
|
Total |
|
||||||
Michael A. Metzger |
|
2025 |
|
$ |
754,300 |
|
|
$ |
2,021,965 |
|
|
$ |
3,454,360 |
|
|
$ |
848,588 |
|
|
$ |
10,000 |
|
|
$ |
7,089,213 |
|
Chief Executive Officer |
|
2024 |
|
|
715,000 |
|
|
|
3,258,450 |
|
|
|
3,208,211 |
|
|
|
515,515 |
|
|
|
10,000 |
|
|
|
7,707,176 |
|
|
|
2023 |
|
|
678,400 |
|
|
|
— |
|
|
|
8,023,803 |
|
|
|
417,216 |
|
|
|
8,000 |
|
|
|
9,127,419 |
|
Keith A. Goldan |
|
2025 |
|
|
516,900 |
|
|
|
569,609 |
|
|
|
1,048,645 |
|
|
|
325,648 |
|
|
|
10,000 |
|
|
|
2,470,802 |
|
Chief Financial Officer |
|
2024 |
|
|
497,000 |
|
|
|
1,040,476 |
|
|
|
1,047,416 |
|
|
|
229,241 |
|
|
|
10,000 |
|
|
|
2,824,133 |
|
|
|
2023 |
|
|
470,300 |
|
|
|
— |
|
|
|
2,151,384 |
|
|
|
196,350 |
|
|
|
8,000 |
|
|
|
2,826,034 |
|
Luke J. Albrecht |
|
2025 |
|
|
496,900 |
|
|
|
540,309 |
|
|
|
949,000 |
|
|
|
335,408 |
|
|
|
10,000 |
|
|
|
2,331,617 |
|
General Counsel and Secretary |
|
2024 |
|
|
471,000 |
|
|
|
868,920 |
|
|
|
897,280 |
|
|
|
222,548 |
|
|
|
10,000 |
|
|
|
2,469,748 |
|
|
|
2023 |
|
|
442,099 |
|
|
|
— |
|
|
|
1,957,815 |
|
|
|
181,261 |
|
|
|
8,000 |
|
|
|
2,589,175 |
|
Nick Botwood, M.B.B.S. (5) |
|
2025 |
|
|
345,682 |
|
|
|
285,792 |
|
|
|
1,913,500 |
|
|
|
334,125 |
|
|
|
— |
|
|
|
2,879,099 |
|
Head of Research & Development, Chief Medical Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Steve Closter (6) |
|
2025 |
|
|
485,300 |
|
|
|
496,359 |
|
|
|
806,650 |
|
|
|
327,578 |
|
|
|
10,000 |
|
|
|
2,125,887 |
|
Chief Commercial Officer |
|
2024 |
|
|
364,167 |
|
|
|
745,280 |
|
|
|
2,222,927 |
|
|
|
214,763 |
|
|
|
10,000 |
|
|
|
3,557,137 |
|
___________
44
Grants of Plan-Based Awards Table
The following table sets forth certain information regarding grants of plan-based awards to the NEOs during the year ended December 31, 2025:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) |
|
Option Awards |
|
Stock Awards |
|
Equity Incentive Plan Awards |
|
||||||||||||||||||||||
Name |
Grant Date |
Threshold ($) |
|
Target ($) |
|
Maximum ($) |
|
Number of Securities Underlying Options Granted |
|
Exercise Price of Option Awards ($/Share) |
|
Grant Date Fair Value of Stock and Option Awards (2) |
|
Number of Stock Units Granted |
|
Grant Date Fair Value of Stock Awards (2) |
|
Number of Stock Units Granted |
|
Grant Date Fair Value of Stock Awards (3) |
|
||||||||||
Michael A. Metzger |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Bonus |
|
|
— |
|
|
565,725 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Option Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
364,000 |
|
|
14.65 |
|
|
3,454,360 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
60,500 |
|
|
886,325 |
|
|
|
|
|
||
Performance Stock Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
89,000 |
|
|
1,135,640 |
|
Keith A. Goldan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Bonus |
|
|
— |
|
|
232,605 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Option Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
110,500 |
|
|
14.65 |
|
|
1,048,645 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
18,500 |
|
|
271,025 |
|
|
|
|
|
||
Performance Stock Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
23,400 |
|
|
298,584 |
|
Luke J. Albrecht |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Bonus |
|
|
— |
|
|
223,605 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Option Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
100,000 |
|
|
14.65 |
|
|
949,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
16,500 |
|
|
241,725 |
|
|
|
|
|
||
Performance Stock Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
23,400 |
|
|
298,584 |
|
Nick Botwood, M.B.B.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Bonus |
|
|
— |
|
|
243,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Option Grant |
5/1/2025 |
|
— |
|
|
— |
|
|
— |
|
|
215,000 |
|
|
13.82 |
|
|
1,913,500 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Performance Stock Grant |
5/1/2025 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
23,400 |
|
|
285,792 |
|
Steve Closter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Bonus |
|
|
— |
|
|
218,385 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Option Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
85,000 |
|
|
14.65 |
|
|
806,650 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
13,500 |
|
|
197,775 |
|
|
|
|
|
||
Performance Stock Grant |
2/5/2025 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
23,400 |
|
|
298,584 |
|
45
Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding equity awards held by the NEOs that were outstanding as of December 31, 2025:
46
|
|
Option Awards |
Stock Awards |
|
|||||||||||||||||||||||||||
|
|
Number of Securities |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
|
Underlying Unexercised Options: |
|
|
Equity Incentive Plan Awards: |
|
|
Option |
|
Option |
|
|
|
|
|||||||||||||||||
|
|
Exercisable |
|
|
Unexercisable |
|
|
Number of Securities Underlying Unexercised Unearned Options |
|
|
Exercise Price |
|
Expiration |
Number of Shares or Units of Stock That Have Not Vested |
|
|
Market Value of Shares or Units of Stock That Have Not Vested |
|
Number of Unearned Shares or Units of Stock |
|
|
Market Value of Unearned Shares or Units of Stock |
|
||||||||
Name |
Grant Date |
(#) |
|
|
(#) |
|
|
(#) |
|
|
($/Sh)(1) |
|
Date |
(#) |
|
|
($)(2) |
|
(#) |
|
|
($)(2) |
|
||||||||
Michael A. Metzger |
2/5/2025 |
|
75,833 |
|
(4) |
|
288,167 |
|
(4) |
|
|
|
|
14.65 |
|
2/5/2035 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
60,500 |
|
(8) |
|
1,271,105 |
|
|
|
|
|
|
||||||
|
2/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
89,000 |
|
(10) |
|
1,869,890 |
|
||||||
|
2/7/2024 |
|
102,781 |
|
(4) |
|
111,719 |
|
(4) |
|
|
|
|
22.28 |
|
2/7/2034 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/7/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
71,500 |
|
(8) |
|
1,502,215 |
|
|
|
|
|
|
||||||
|
2/7/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,000 |
|
(6) |
|
546,260 |
|
||||||
|
2/2/2023 |
|
298,958 |
|
(4) |
|
111,042 |
|
(4) |
|
|
|
|
28.55 |
|
2/2/2033 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/2/2022 |
|
239,896 |
|
(4) |
|
5,104 |
|
(4) |
|
|
|
|
15.79 |
|
2/2/2032 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/2/2022 |
|
40,000 |
|
(5) |
|
— |
|
(5) |
|
40,000 |
|
(5) |
|
15.79 |
|
2/2/2032 |
|
|
|
|
|
|
|
|
|
|
||||
|
2/3/2021 |
|
160,000 |
|
(4) |
|
— |
|
|
|
|
|
|
21.36 |
|
2/3/2031 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/12/2020 |
|
140,000 |
|
(4) |
|
— |
|
|
|
|
|
|
9.47 |
|
2/12/2030 |
|
|
|
|
|
|
|
|
|
|
|||||
|
7/4/2019 |
|
200,000 |
|
(4) |
|
— |
|
|
|
|
|
|
9.15 |
|
7/4/2029 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/6/2019 |
|
20,663 |
|
(4) |
|
— |
|
|
|
|
|
|
6.38 |
|
2/6/2029 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/6/2019 |
|
11,712 |
|
(5) |
|
— |
|
|
|
|
|
|
6.38 |
|
2/6/2029 |
|
|
|
|
|
|
|
|
|
|
|||||
|
3/1/2018 |
|
125,000 |
|
(4) |
|
— |
|
|
|
|
|
|
9.40 |
|
3/1/2028 |
|
|
|
|
|
|
|
|
|
|
|||||
Keith A. Goldan |
2/5/2025 |
|
23,020 |
|
(4) |
|
87,480 |
|
(4) |
|
|
|
|
14.65 |
|
2/5/2035 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
18,500 |
|
(8) |
|
388,685 |
|
|
|
|
|
|
||||||
|
2/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,400 |
|
(10) |
|
491,634 |
|
||||||
|
2/7/2024 |
|
33,542 |
|
(4) |
|
36,458 |
|
(4) |
|
|
|
|
22.28 |
|
2/7/2034 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/7/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
23,333 |
|
(8) |
|
490,226 |
|
|
|
|
|
|
||||||
|
2/7/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,800 |
|
(6) |
|
163,878 |
|
||||||
|
2/2/2023 |
|
80,208 |
|
(4) |
|
29,792 |
|
(4) |
|
|
|
|
28.55 |
|
2/2/2033 |
|
|
|
|
|
|
|
|
|
|
|||||
|
6/13/2022 |
|
201,250 |
|
(3) (9) |
|
28,750 |
|
(3) (9) |
|
|
|
|
15.60 |
|
6/13/2032 |
|
|
|
|
|
|
|
|
|
|
|||||
Luke J. Albrecht |
2/5/2025 |
|
20,833 |
|
(4) |
|
79,167 |
|
(4) |
|
|
|
|
14.65 |
|
2/5/2035 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
16,500 |
|
(8) |
|
346,665 |
|
|
|
|
|
|
||||||
|
2/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,400 |
|
(10) |
|
491,634 |
|
||||||
|
2/7/2024 |
|
28,750 |
|
(4) |
|
31,250 |
|
(4) |
|
|
|
|
22.28 |
|
2/7/2034 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/7/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000 |
|
(8) |
|
420,200 |
|
|
|
|
|
|
||||||
|
2/7/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
(6) |
|
126,060 |
|
||||||
|
2/2/2023 |
|
72,917 |
|
(4) |
|
27,083 |
|
(4) |
|
|
|
|
28.55 |
|
2/2/2033 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/2/2022 |
|
78,333 |
|
(4) |
|
1,667 |
|
(4) |
|
|
|
|
15.79 |
|
2/2/2032 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/3/2021 |
|
80,000 |
|
(4) |
|
— |
|
|
|
|
|
|
21.36 |
|
2/3/2031 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/12/2020 |
|
105,000 |
|
(4) |
|
— |
|
|
|
|
|
|
9.47 |
|
2/12/2030 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/6/2019 |
|
18,833 |
|
(5) |
|
— |
|
|
|
|
|
|
6.38 |
|
2/6/2029 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/6/2019 |
|
18,958 |
|
(4) |
|
— |
|
|
|
|
|
|
6.38 |
|
2/6/2029 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/8/2018 |
|
55,000 |
|
(4) |
|
— |
|
|
|
|
|
|
9.63 |
|
2/8/2028 |
|
|
|
|
|
|
|
|
|
|
|||||
|
9/21/2016 |
|
113,000 |
|
(3) |
|
— |
|
|
|
|
|
|
13.65 |
|
9/21/2026 |
|
|
|
|
|
|
|
|
|
|
|||||
Nick Botwood, M.B.B.S. |
5/1/2025 |
|
— |
|
(3) |
|
215,000 |
|
(3) |
|
|
|
|
13.82 |
|
5/1/2035 |
|
|
|
|
|
|
|
|
|
|
|||||
|
5/1/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,400 |
|
(10) |
|
491,634 |
|
||||||
Steve Closter |
2/5/2025 |
|
17,708 |
|
(4) |
|
67,292 |
|
(4) |
|
|
|
|
14.65 |
|
2/5/2035 |
|
|
|
|
|
|
|
|
|
|
|||||
|
2/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
13,500 |
|
(8) |
|
283,635 |
|
|
|
|
|
|
||||||
|
2/5/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,400 |
|
(10) |
|
491,634 |
|
||||||
|
3/18/2024 |
|
65,625 |
|
(3) |
|
84,375 |
|
(3) |
|
|
|
|
21.92 |
|
3/18/2034 |
|
|
|
|
|
|
|
|
|
|
|||||
|
3/18/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
6,000 |
|
(8) |
|
126,060 |
|
|
|
|
|
|
||||||
|
3/18/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,667 |
|
(6) |
|
350,174 |
|
||||||
_________________
47
|
|
|
|
|
Option Exercises and Stock-Vested Table
The following table sets forth information concerning option exercises and stock vested for each of our NEOs during the fiscal year ended December 31, 2025.
|
Option Awards |
|
|
Stock Awards |
|
|||||||||
Name |
Number of Shares Acquired on Exercise (#) |
|
Value Realized on Exercise ($) (1) |
|
|
Numbers of Shares Acquired on Vesting (#) |
|
|
Value Realized on Vesting ($) (2) |
|
||||
Michael A. Metzger |
|
171,195 |
|
|
965,062 |
|
|
|
48,750 |
|
(3) |
|
691,860 |
|
Keith A. Goldan |
|
— |
|
|
— |
|
|
|
15,567 |
|
(4) |
|
222,178 |
|
Luke J. Albrecht |
|
— |
|
|
— |
|
|
|
13,000 |
|
(5) |
|
186,820 |
|
Steve Closter |
|
— |
|
|
— |
|
|
|
11,333 |
|
(6) |
|
125,660 |
|
Equity Plans
2015 Omnibus Incentive Plan and 2007 Stock Plan
48
General. In September 2015, our Board adopted and in February 2016, our stockholders approved the 2015 Plan for the purpose of attracting and retaining non-employee directors, executive officers and other key employees and service providers, including officers, employees and service providers of our affiliates, and to stimulate their efforts toward our continued success, long-term growth and profitability. The 2015 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units, dividend equivalent rights, other equity-based awards and cash bonus awards. We also maintain the 2007 Stock Plan (the “2007 Plan”), which has been terminated and under which no future awards will be granted, but under which outstanding options have been granted. These options will continue to be governed by the terms of the 2007 Plan.
Change in Control. If we experience a change in control, as defined in the 2015 Plan, in which outstanding equity-based awards will not be assumed or continued by the surviving entity, unless otherwise provided in an award agreement, all restricted shares, stock units and dividend equivalent rights will vest, and the underlying shares will be delivered immediately before the change in control. In addition, all options and stock appreciation rights will become exercisable 15 days before the change in control and terminate upon the consummation of the change in control, and/or, in the discretion of our Board, all options, stock appreciation rights, restricted shares, stock units and dividend equivalent rights may be canceled before the change in control in exchange for payment of any amount in cash or securities having a value (as determined by our Board), in the case of restricted shares, stock units and dividend equivalent rights equal to the formula or fixed price per share paid to our stockholders and, in the case of options and stock appreciation rights equal to the product of the number of shares subject to the options or stock appreciation rights multiplied by the amount by which the formula or fixed price paid to our stockholders exceeds the exercise price of each option or the stock appreciation right. In the case of performance awards denominated in shares or units, if more than half of the performance period has lapsed, the awards will be converted into shares or units based upon actual performance achieved to date. If less than half of the performance period has lapsed, or if we cannot determine actual performance, the awards will be converted into shares or units assuming target performance has been achieved.
Employment Agreements with Named Executive Officers
Below are descriptions of the key terms of our employment agreements with our NEOs. The agreements generally provide for at-will employment without any specific term and set forth the NEO’s initial base salary, annual target bonus and severance benefits upon a qualifying termination of employment or change in control of our company. Each NEO is also eligible to participate in all employee benefit plans that are generally available to our employees. Each employment agreement also entitles each NEO to reimbursement for all necessary and reasonable business expenses incurred in connection with their duties in accordance with our generally applicable policies. Furthermore, each of our NEOs has executed our standard form of proprietary information and inventions assignment agreement.
Michael A. Metzger. Our employment agreement, as amended from time to time, with Mr. Metzger provides for his at-will employment as our Chief Executive Officer. Mr. Metzger’s employment agreement established his base salary and annual target performance bonus at the time it was executed, which our Compensation Committee may increase from time to time. Mr. Metzger’s employment agreement further provides that he is eligible to earn an annual target performance bonus upon attainment of objectives to be determined by our Board or our Compensation Committee. Effective as of January 1, 2026, our Board approved the Compensation Committee’s recommendations to increase Mr. Metzger’s base salary to $800,000, with an annual target performance bonus of up to 75% of his annual base salary.
Keith A. Goldan. Our employment agreement, as amended, with Mr. Goldan provides for his at-will employment as our Chief Financial Officer. Mr. Goldan’s employment agreement established his base salary and annual target performance bonus at the time it was executed, which our Compensation Committee may increase from time to time. Mr. Goldan’s employment agreement further provides that he is eligible to earn an annual target performance bonus upon attainment of objectives to be determined by our Board or our Compensation Committee. Effective as of January 1, 2026, our Board approved the Compensation Committee’s recommendations to increase Mr. Goldan’s base salary to $535,000, with an annual target performance bonus of up to 45% of his annual base salary.
Luke J. Albrecht. Our employment agreement, as amended from time to time, with Mr. Albrecht provides for his at-will employment as our General Counsel. Mr. Albrecht’s employment agreement established his base salary and annual target performance bonus at the time it was executed, which our Compensation Committee may increase from time to time. Mr. Albrecht’s employment agreement further provides that he is eligible to earn an annual target performance bonus upon attainment of objectives to be determined by our Board or our Compensation Committee. Effective as of January 1, 2026, our Board approved the Compensation Committee’s recommendations to increase Mr. Albrecht’s base salary to $516,800, with an annual target performance bonus of up to 45% of his annual base salary.
Nick Botwood, M.B.B.S.. Our employment agreement, as amended, with Dr. Botwood provides for his at-will employment as our Head of Research and Development and Chief Medical Officer. Dr. Botwood’s employment agreement
49
established his base salary and annual target performance bonus at the time it was executed, which our Compensation Committee may increase from time to time. Dr. Botwood’s employment agreement further provides that he is eligible to earn an annual target performance bonus upon attainment of objectives to be determined by our Board or our Compensation Committee. Effective as of January 1, 2026, our Board approved the Compensation Committee’s recommendations to increase Dr. Botwood’s base salary to $567,000, with an annual target performance bonus of up to 45% of his annual base salary.
Steve Closter. Our employment agreement with Mr. Closter provides for his at-will employment as our Chief Commercial Officer. Mr. Closter’s employment agreement established his base salary and annual target performance bonus at the time it was executed, which our Compensation Committee may increase from time to time. Mr. Closter’s employment agreement further provides that he is eligible to earn an annual target performance bonus upon attainment of objectives to be determined by our Board or our Compensation Committee. Effective as of January 1, 2026, our Board approved the Compensation Committee’s recommendations to increase Mr. Closter’s base salary to $525,000, with an annual target performance bonus of up to 45% of his annual base salary.
Potential Payments Upon Termination or Change in Control
As described in the Compensation Discussion and Analysis section above, a Change-in-Control alone will not trigger accelerated vesting. The benefits shown below are subject to the NEO’s signing and not revoking a separation agreement and general release of claims as well as continued adherence to the NEO’s Assignment of Developments, Non-Disclosure, and Non-Solicitation Agreement with the Company (or any successor agreement thereto).
The following table summarizes the termination benefits under the employment agreements between the Company and certain NEOs.
Termination Event |
Terms Applicable to Mr. Metzger |
Involuntary Termination Without Cause or Resignation for Good Reason within three (3) months prior to, or within twelve (12) months following, a Change in Control |
• An amount equal to 24 months of base salary, payable in a lump sum • An amount equal to 24 months of the target annual incentive award, payable in a lump sum • Continuation of health benefits for 24 months • Accelerated vesting of all outstanding equity • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options |
Involuntary Termination Without Cause or Resignation for Good Reason |
• An amount equal to 12 months of base salary, payable in a lump sum • A pro rata amount equal to the number of days worked in the termination year of the target annual incentive award, payable in a lump sum • Continuation of health benefits for 18 months • Accelerated vesting of options that would have otherwise vested during the 12 months following the termination date • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options |
Termination Event |
Terms Applicable to Messrs. Albrecht, Closter, Goldan and Dr. Botwood |
Involuntary Termination Without Cause or Resignation for Good Reason within three (3) months prior to, or within twelve (12) months following, a Change in Control |
• An amount equal to 18 months of base salary, payable in a lump sum |
50
|
• An amount equal to 18 months of the target annual incentive award, payable in a lump sum • Continuation of health benefits for 18 months • Accelerated vesting of all outstanding equity • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options |
Involuntary Termination Without Cause or Resignation for Good Reason |
• An amount equal to 9 months of base salary, payable in a lump sum • Continuation of health benefits for 9 months • Accelerated vesting of options that would have otherwise vested during the 12 months following the termination date • Outstanding stock options remain exercisable for the shorter of (a) 12 months after the termination date or (b) the remaining term of the outstanding options |
The table below provides the potential payments and benefits to which our NEOs would be entitled, assuming their employment was terminated as of December 31, 2025, including in connection with a change in control, based on the termination benefits in effect as of December 31, 2025.
51
Name |
|
Compensation Component |
|
Involuntary Termination Without Cause or Resignation for Good Reason In Connection With a Change in Control |
|
|
Involuntary Termination Without Cause or Resignation for Good Reason |
|
||
Michael A. Metzger |
|
|
|
|
|
|
|
|
||
|
|
Cash Severance |
|
|
2,564,620 |
|
|
|
1,282,310 |
|
|
|
Long Term Incentives |
|
|
7,920,977 |
|
|
|
4,786,601 |
|
|
|
Health Care Continuation |
|
|
70,584 |
|
|
|
52,938 |
|
|
|
Total |
|
|
10,556,181 |
|
|
|
6,121,849 |
|
Keith A. Goldan |
|
|
|
|
|
|
|
|
||
|
|
Cash Severance |
|
|
1,124,258 |
|
|
|
387,675 |
|
|
|
Long Term Incentives |
|
|
2,639,974 |
|
|
|
1,709,049 |
|
|
|
Health Care Continuation |
|
|
53,118 |
|
|
|
26,559 |
|
|
|
Total |
|
|
3,817,350 |
|
|
|
2,123,283 |
|
Luke J. Albrecht |
|
|
|
|
|
|
|
|
||
|
|
Cash Severance |
|
|
1,080,758 |
|
|
|
372,675 |
|
|
|
Long Term Incentives |
|
|
2,059,090 |
|
|
|
1,238,384 |
|
|
|
Health Care Continuation |
|
|
52,938 |
|
|
|
26,469 |
|
|
|
Total |
|
|
3,192,786 |
|
|
|
1,637,528 |
|
Nick Botwood, M.B.B.S. |
|
|
|
|
|
|
|
|
||
|
|
Cash Severance |
|
|
1,174,500 |
|
|
|
405,000 |
|
|
|
Long Term Incentives |
|
|
1,590,749 |
|
|
|
478,731 |
|
|
|
Health Care Continuation |
|
|
52,938 |
|
|
|
26,469 |
|
|
|
Total |
|
|
2,818,187 |
|
|
|
910,200 |
|
Steve Closter |
|
|
|
|
|
|
|
|
||
|
|
Cash Severance |
|
|
1,055,528 |
|
|
|
363,975 |
|
|
|
Long Term Incentives |
|
|
2,036,440 |
|
|
|
889,417 |
|
|
|
Health Care Continuation |
|
|
31,793 |
|
|
|
15,897 |
|
|
|
Total |
|
|
3,123,761 |
|
|
|
1,269,289 |
|
As used in the tables above, the following terms are generally defined as follows:
Change in Control: Generally, the acquisition of 50% or more of our common stock, a merger, sale of substantially all of the assets or acquisition, or complete dissolution or liquidation of the Company.
Good Reason: Occurrence of any of the following (1) a decrease in executive’s total target cash compensation (base and bonus) of more than 10%, (2) executive’s duties, authority or responsibilities are materially diminished; (3) a material breach by the Company of the terms of the employment agreement; or (4) Company relocation of 50 miles or more.
Cause: Generally means a reasonable determination by the Company of an executive’s (1) dishonest statements or acts with respect to the Company which has the effect of materially injuring the business or reputation of the Company; (2) conviction of or indictment for (a) a felony or (b) any misdemeanor (excluding minor traffic violations) involving moral turpitude, deceit, dishonesty or fraud; (3) gross negligence, willful misconduct or insubordination with respect to the Company; or (4) material breach of any agreement between the executive and the Company.
Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and Item 402(u) of Regulation S-K, we are required to disclose the ratio of the annual total compensation of the individual identified as our paid median employee to the annual total compensation of our principal executive officer, our Chief Executive Officer. The paragraphs that follow describe our methodology and the resulting pay ratio.
We identified our median employee using our employee population as of December 31, 2025 by (i) aggregating for each applicable employee (A) annual base salary for salaried employees (or hourly rate multiplied by expected annual work schedule, for hourly employees), (B) actual bonus for 2025 and (C) the grant date fair value of any annual or new hire equity awards
52
granted during the fiscal year ended December 31, 2025 and (ii) ranking this aggregated compensation measure for our employees (excluding our Chief Executive Officer) from highest to lowest. Salaries or wages for those employees hired during 2025 were annualized. Once the median employee was identified, we calculated the median employee’s annual total compensation in accordance with the rules applicable to the Summary Compensation Table.
The total compensation for 2025 for our median employee, identified as discussed above, was $383,252. Our Chief Executive Officer’s compensation as reported in the Summary Compensation Table was $7,089,213. Therefore, our pay ratio is approximately 19 to 1.
The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Director Compensation
Cash and Equity Compensation
We maintain a non-employee director compensation policy, pursuant to which each non-employee director receives an annual base retainer of $50,000 ($52,000 beginning in 2026). Our non-employee directors also receive the following cash compensation for board services, as applicable:
We pay all amounts in quarterly installments. We also reimburse each of our directors for their travel expenses incurred relating to their attendance at Board and committee meetings.
Each non-employee director other than the Board Chair receives an annual award in the form of 25,000 deferred settlement restricted stock units (“Deferred RSUs”) (24,000 Deferred RSUs in 2026) and the Board Chair receives an annual award of 50,000 Deferred RSUs (48,000 Deferred RSUs in 2026). For each non-employee director, the shares underlying such Deferred RSUs will not be delivered to the non-employee director and may not be transferred or sold until the earlier of a separation from service, death, disability or change in control. Our practice is to grant the annual equity awards for all non-employee directors on the same date that the Board awards annual equity grants to the Company’s executive officers. Each annual equity award vests on the one-year anniversary of the date of grant, subject to the director’s continued service on the Board. At the time of their appointment to the Board, newly appointed non-employee directors receive a one-time initial award of options to purchase 35,000 shares of our common stock. Each newly appointed non-employee director grant vests monthly over a three-year period.
53
Director Compensation
The following table sets forth information concerning compensation accrued or paid to our independent, non-employee directors during the year ended December 31, 2025 for their service on our Board. Directors who are also our employees receive no additional compensation for their service as directors and are not set forth in the table below:
|
|
Fees earned |
|
|
|
|
|
|
|
|||
|
|
or paid |
|
|
Stock |
|
|
|
|
|||
|
|
in cash |
|
|
awards |
|
|
Total |
|
|||
Name |
|
($) |
|
|
($)(1)(2) |
|
|
($) |
|
|||
Dennis G. Podlesak |
|
|
214,500 |
|
|
|
732,500 |
|
|
|
947,000 |
|
Martin H. Huber, M.D. |
|
|
67,500 |
|
|
|
366,250 |
|
|
|
433,750 |
|
Jennifer Jarrett |
|
|
67,500 |
|
|
|
366,250 |
|
|
|
433,750 |
|
Keith A. Katkin |
|
|
145,000 |
|
|
|
366,250 |
|
|
|
511,250 |
|
Pierre Legault |
|
|
137,500 |
|
|
|
366,250 |
|
|
|
503,750 |
|
William Meury |
|
|
25,000 |
|
|
|
366,250 |
|
|
|
391,250 |
|
Aleksandra Rizo, M.D., Ph.D. |
|
|
60,000 |
|
|
|
366,250 |
|
|
|
426,250 |
|
___________
|
|
Option Awards |
|
|
Stock Awards |
|
||
|
|
Outstanding |
|
|
Outstanding |
|
||
Name |
|
at Year-End |
|
|
at Year-End |
|
||
Dennis G. Podlesak |
|
|
135,000 |
|
|
|
177,333 |
|
Martin H. Huber, M.D. |
|
|
35,000 |
|
|
|
74,000 |
|
Jennifer Jarrett |
|
|
83,000 |
|
|
|
90,000 |
|
Keith A. Katkin |
|
|
73,000 |
|
|
|
90,000 |
|
Pierre Legault |
|
|
— |
|
|
|
90,000 |
|
William Meury |
|
|
— |
|
|
|
— |
|
Aleksandra Rizo, M.D., Ph.D. |
|
|
35,000 |
|
|
|
25,000 |
|
Limitation on Liability and Indemnification Agreements
Our Certificate of Incorporation and Bylaws contain provisions limiting the liability of directors and provide that we will indemnify each of our directors to the fullest extent permitted under Delaware law. Our Certificate of Incorporation and Bylaws also provide our Board with discretion to indemnify our officers and employees when determined appropriate by the Board. In addition, we have entered into indemnification agreements with each of our directors and executive officers. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in such capacity. We have also obtained director and officer liability insurance to cover liabilities our directors and officers may incur in connection with their services to us.
Rule 10b5-1 Sales Plans
Our directors and officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades under parameters established by the director or officer when entering into the plan, without further direction from them. The director or officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors and executive officers may also buy or sell additional shares outside of a Rule 10b5-1 plan when they do not possess material nonpublic information, subject to compliance with the terms of our insider trading policy.
54
PAY VERSUS PERFORMANCE
In accordance with Item 402(v) of Regulation S-K, we are providing the following disclosure regarding the relationship between “compensation actually paid” (“CAP”) to our principal executive officers (“PEOs”) and our non-PEO NEOs (“Non-PEO NEOs”) and certain financial performance of the Company for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance information presented in this section in making its pay decisions for any of the years shown. For further information concerning our pay for performance philosophy and how our executive compensation aligns with our performance, please refer to “Executive Compensation – Compensation Discussion and Analysis.”
Year |
Summary Compensation Table Total for First PEO (1)($) |
|
Summary Compensation Table Total for Second PEO (1)($) |
|
Compensation Actually Paid to |
|
Compensation Actually Paid to |
|
Average Summary Compensation Table Total for Non-PEO NEOs (1) |
|
Average Compensation Actually Paid to |
|
Value of Initial Fixed $100 Investment Based on (4): |
|
Net Income |
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Stockholder Return |
|
Peer Group Total Stockholder Return |
|
|
|
|
|
||||||||||
(a) |
(b) |
|
(c) |
|
(b) |
|
(c) |
|
(d) |
|
(e) |
|
(f) |
|
(g) |
|
(h) |
|
(i) |
|
||||||||||
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|||||||||||
2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|||||||||||
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|||||||||||
2022 |
|
|
|
|
|
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( |
) |
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2021 |
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2021 |
2022 |
2023 |
2024 |
2025 |
Michael A. Metzger |
Luke J. Albrecht |
Luke J. Albrecht |
Luke J. Albrecht |
Luke J. Albrecht |
Anjali Ganguli |
Keith A. Goldan |
Neil Gallagher, M.D., Ph.D. |
Steve Closter |
Steve Closter |
Daphne Karydas |
Catherine Madigan, M.D. |
Keith A. Goldan |
Neil Gallagher, M.D., Ph.D. |
Keith A. Goldan |
|
Alexander Nolte |
Catherine Madigan, M.D. |
Keith A. Goldan |
Nick Botwood, M.B.B.S. |
|
Steve M. Sabus |
|
|
|
55
Year |
Summary Compensation Table Total for Second PEO ($) |
|
Exclusion of Stock Awards and Option Awards for Second PEO ($) |
|
Inclusion of Equity Values for Second PEO ($) |
|
CAP to Second PEO ($) |
|
||||
2025 |
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|
|
( |
) |
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|||
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|
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|
||||
Year |
Average Summary of Compensation Table Total for Non-PEO NEOs ($) |
|
Average Exclusion of Stock Awards and Options Awards for Non-PEO NEOs ($) |
|
Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
Average CAP to Non-PEO NEOs ($) |
|
||||
2025 |
|
|
|
( |
) |
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|
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|
|||
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
Year |
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Second PEO ($) |
|
Changes in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Second PEO ($) |
|
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Second PEO ($) |
|
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Second PEO ($) |
|
Total-Inclusion of Equity Values for Second PEO ($) |
|
|||||
2025 |
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|
|||||
Year |
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) |
|
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) |
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
|
Total-Average Inclusion of Equity Values for Non-PEO NEOs ($) |
|
|||||
2025 |
|
|
|
|
|
|
|
|
|
|
|||||
For the values of equity awards in the above tables, the values of the February 2, 2022 performance-based stock option award uses an assumption or methodology that differs materially from those disclosed as of the grant date. That award was originally valued using a Black-Scholes model and are valued for purposes of this table using a Monte Carlo model for the stock price hurdle position of the award.
56
Relationship Between PEO and Non-PEO NEO CAP, Company TSR and Peer Group TSR
The following chart sets forth the relationship between CAP to our PEOs, the average of CAP to our non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years, and the Nasdaq Biotechnology Index TSR over the same period.
Relationship Between PEO and Non-PEO NEO CAP and Net Income
The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of CAP to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years.
57
Relationship Between PEO and Non-PEO NEO CAP and Stock Price
The following chart sets forth the relationship between CAP to our PEOs, the average of CAP to our Non-PEO NEOs, and our stock price (closing price of our stock on the last trading date of each listed year) for the five most recently completed fiscal years.
58
Tabular List of Most Important Financial Performance Measures
The following list of financial performance measures represent the financial performance measures that the Company considers to have been the most important in linking CAP to our PEO and Non-PEO NEOs for 2025 to Company performance. As described above, in 2022, our PEO received a performance-based stock option award and half of those stock options vest upon our stock closing at or above $30 per share. Additionally, in 2024 our PEO and Non-PEO NEOs received PRSU awards with vesting contingent upon first year sales of Revuforj. In 2025 our PEO and Non-PEO NEOs received PRSU awards with vesting contingent upon (i) revenue from Revuforj in fiscal year 2025; (ii) Revuforj’s sNDA filing; and (iii) the Company’s three-year TSR as measured against the Nasdaq Biotechnology Index components’ TSRs over the same period . These measures are not ranked.
59
Policies and Procedures Regarding Transactions with Related Parties
We have adopted a written related party transaction policy in which all proposed related party transactions must be approved by either (i) our full Board in the case of executive officers and directors or (ii) with respect to all other related parties, our Nominating and Corporate Governance Committee. This review covers any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any “related person” were or are participants involving an amount that exceeds or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest. Transactions involving compensation for services provided to us as an employee, director, consultant or similar capacity by a related person are not covered by this policy. A “related party” is any person who is or was one of our executive officers, directors or director nominees or is a holder of more than 5% of our common stock, or their immediate family members or any entity owned or controlled by any of the foregoing persons.
Certain Related-Party Transactions
There are no related party transactions since January 1, 2025, to which we have been a party or will be a party, other than compensation, termination, change in control and other arrangements, which are described in the section titled “Executive Officer and Director Compensation.”
Indemnification of Directors and Officers
We entered into indemnification agreements with each of our current directors and executive officers. See the section titled “Executive Officer and Director Compensation—Limitation on Liability and Indemnification Agreements.”
60
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to us regarding the beneficial ownership of our common stock as of March 30, 2026, by: (i) each of our NEOs; (ii) each of our directors; (iii) all our executive officers and directors as a group; and (iv) each person, or group of affiliated persons, known by us to beneficially own more than 5% of any class of our voting securities.
Information with respect to beneficial ownership is based on information furnished to us by each director, executive officer or stockholder who holds more than 5% of our outstanding common stock, and Schedules 13G or 13D filed with the SEC, as the case may be. Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting or investment power of that security, and includes options and warrants that are currently exercisable within 60 days of March 30, 2026. Options to purchase shares of our common stock that are exercisable within 60 days of March 30, 2026, are deemed to be beneficially owned by the persons holding these options for the purpose of computing percentage ownership of that person but are not treated as outstanding for the purpose of computing any other person’s ownership percentage. Except as indicated in the footnotes below, each of the beneficial owners named in the table below has, to our knowledge, sole voting and investment power with respect to all shares of common stock listed as beneficially owned by him or her, except for shares owned jointly with that person’s spouse.
We have based our calculation of beneficial ownership on 88,829,595 shares of our common stock outstanding and pre-funded warrants as of March 30, 2026. Unless otherwise indicated, the address for each of the stockholders in the table below is c/o Syndax Pharmaceuticals, Inc., 730 Third Avenue, Floor 9, New York, New York 10017.
|
|
Shares of |
|
|
Percentage of |
|||||
Name and Address of Beneficial Owner |
|
Owned |
|
|
Owned |
|||||
Named Executive Officers and Directors: |
|
|
|
|
|
|
|
|
||
Michael A. Metzger (1) |
|
|
1,969,574 |
|
|
|
|
2.2 |
% |
|
Keith A. Goldan (2) |
|
|
504,897 |
|
|
|
* |
|
|
|
Luke J. Albrecht (3) |
|
|
737,628 |
|
|
|
* |
|
|
|
Nick Botwood, M.B.B.S. (4) |
|
|
98,179 |
|
|
|
* |
|
|
|
Steve Closter (5) |
|
|
221,084 |
|
|
|
* |
|
|
|
Martin H. Huber, M.D. (6) |
|
|
109,000 |
|
|
|
* |
|
|
|
Jennifer Jarrett (7) |
|
|
173,000 |
|
|
|
* |
|
|
|
Keith A. Katkin (8) |
|
|
163,000 |
|
|
|
* |
|
|
|
Pierre Legault |
|
|
90,000 |
|
|
|
* |
|
|
|
Dennis G. Podlesak (9) |
|
|
312,333 |
|
|
|
* |
|
|
|
Aleksandra Rizo, M.D., Ph.D. (10) |
|
|
46,389 |
|
|
|
* |
|
|
|
All executive officers and directors as a group (11 persons) |
|
|
4,425,084 |
|
|
|
|
4.8 |
% |
|
5% Stockholders: |
|
|
|
|
|
|
|
|
||
Entities affiliated with Kynam Capital Management LP (11) |
|
|
8,520,000 |
|
|
|
|
9.6 |
% |
|
Entities affiliated with BlackRock, Inc. (12) |
|
|
6,744,049 |
|
|
|
|
7.6 |
% |
|
The Goldman Sachs Group (13) |
|
|
5,581,828 |
|
|
|
|
6.3 |
% |
|
State Street Corporation (14) |
|
|
4,596,552 |
|
|
|
|
5.2 |
% |
|
* Represents beneficial ownership of less than 1% of our outstanding common stock.
61
62
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table sets forth the aggregate information of our equity compensation plans in effect as of December 31, 2025:
|
|
Column (A) |
|
|
Column (B) |
|
|
Column (C) |
|
|
|||
|
|
Number of |
|
|
|
|
|
|
|
|
|||
|
|
securities |
|
|
Weighted- |
|
|
Number of securities |
|
|
|||
|
|
to be issued |
|
|
average |
|
|
remaining |
|
|
|||
|
|
upon |
|
|
exercise price of |
|
|
available for |
|
|
|||
|
|
exercise of |
|
|
outstanding |
|
|
future issuance under |
|
|
|||
|
|
outstanding |
|
|
options, |
|
|
equity compensation |
|
|
|||
|
|
options, |
|
|
warrants, and |
|
|
plans (excluding |
|
|
|||
|
|
warrants, and |
|
|
rights |
|
|
securities reflected |
|
|
|||
|
|
rights |
|
|
($) |
|
|
in Column (A)) |
|
|
|||
Equity compensation plans approved by stockholders: |
|
|
|
|
|
|
|
|
|
|
|||
2007 Stock Plan (1) |
|
|
— |
|
|
N/A |
|
|
|
— |
|
|
|
2015 Omnibus Incentive Plan |
|
|
11,103,067 |
|
|
$ |
17.97 |
|
|
|
4,452,162 |
|
(2) |
2015 Employee Stock Purchase Plan |
|
|
— |
|
|
N/A |
|
|
|
2,002,859 |
|
(3) |
|
Equity compensation plans not approved by stockholders: |
|
|
|
|
|
|
|
|
|
|
|||
2023 Inducement Plan |
|
|
4,097,831 |
|
|
$ |
15.74 |
|
|
|
569,122 |
|
(4) |
Total |
|
|
15,200,898 |
|
|
|
|
|
|
7,024,143 |
|
|
|
63
OTHER INFORMATION FOR STOCKHOLDERS
Stockholder Proposals for the 2027 Annual Meeting of Stockholders
If you wish to submit proposals for inclusion in our proxy statement for the 2027 annual meeting of stockholders (the “2027 Annual Meeting”) we must receive them on or before January 1, 2027. Nothing in this paragraph shall require us to include in our proxy statement and proxy card for the 2027 Annual Meeting any stockholder proposal that does not meet the requirements of the SEC in effect at the time. Any such proposal will be subject to Rule 14a-8 of the Exchange Act.
If you wish to nominate a director or submit a proposal for presentation at the 2027 Annual Meeting, without including such proposal in next year’s proxy statement, you must be a stockholder of record and provide timely notice in writing to our Secretary at c/o Syndax Pharmaceuticals, Inc., 730 Third Avenue, Floor 9, New York, New York 10017. To be timely, we must receive the notice not less than 90 days nor more than 120 days prior to the anniversary of the Annual Meeting; provided, however, that in the event that the date of the 2027 Annual Meeting is more than 30 days before or more than 60 days after such anniversary date, we must receive your notice (a) no earlier than the close of business on the 120th day prior to the currently proposed 2027 Annual Meeting and (b) no later than the close of business on the later of the 90th day prior to the 2027 Annual Meeting or the 10th day following the day on which we first make a public announcement of the date of the 2027 Annual Meeting. Your written notice must contain the specific information required pursuant to Section 2.13 of our Bylaws. In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must also comply with the additional requirements of Rule 14a-19(b). For additional information about our director nomination requirements, please see our Bylaws.
Householding of Proxy Materials
The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.
This year, several brokers with account holders who are our stockholders will be “householding” our Proxy Materials. A single Notice of Internet Availability will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability, please notify your broker or Syndax. Direct your written request to: Syndax Pharmaceuticals, Inc., 730 Third Avenue, Floor 9, New York, New York 10017, Attn: Luke J. Albrecht, General Counsel and Secretary, or contact Mr. Albrecht at (781) 419-1400.
Stockholders who currently receive multiple copies of the Notice of Internet Availability at their addresses and would like to request “householding” of their communications should contact their brokers.
Other Matters
The Board knows of no business to be brought before the Annual Meeting which is not referred to in the accompanying Notice of Annual Meeting. Should any such matters be presented, the persons named in the proxy shall have the authority to take such action regarding such matters as in their judgment seems advisable. If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless they receive instructions from you with respect to such matter.
A copy of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 is available without charge upon written request to: Syndax Pharmaceuticals, Inc., 730 Third Avenue, Floor 9, New York, New York 10017, Attn: Luke J. Albrecht, General Counsel and Secretary.
64
Annex A
SYNDAX PHARMACEUTICALS, Inc.
2026 Equity Incentive Plan
Adopted by the Board of Directors: April 30, 2026
Approved by the Stockholders: [____], 2026
A-1
Each Option and SAR will have such terms and conditions as determined by the Board. Each Option will be designated in writing as an Incentive Stock Option or Nonstatutory Stock Option at the time of grant; provided, however, that if an Option is not so designated or if an Option designated as an Incentive Stock Option fails to qualify as an Incentive Stock Option, then such Option will be a Nonstatutory Stock Option, and the shares purchased upon exercise of each type of Option will be separately accounted for. Each SAR will be denominated in shares of Common Stock equivalents. The terms and conditions of separate Options and SARs need not be identical; provided, however, that each Option Agreement and SAR Agreement will conform (through incorporation of provisions hereof by reference in the Award Agreement or otherwise) to the substance of each of the following provisions:
A-2
A-3
Following the date of such termination, to the extent the Participant does not exercise such Award within the applicable Post-Termination Exercise Period (or, if earlier, prior to the expiration of the maximum term of such Award), such unexercised portion of the Award will terminate, and the Participant will have no further right, title or interest in the terminated Award, the shares of Common Stock subject to the terminated Award, or any consideration in respect of the terminated Award.
A-4
A-5
A-6
A-7
A-8
A-9
A-10
A-11
The Company will seek to obtain from each regulatory commission or agency, as may be deemed to be necessary, having jurisdiction over the Plan such authority as may be required to grant Awards and to issue and sell shares of Common Stock upon exercise or vesting of the Awards; provided, however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Award or any Common Stock issued or issuable pursuant to any such Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary or advisable for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise or vesting of such Awards unless and until such authority is obtained. A Participant is not eligible for the grant of an Award or the subsequent issuance of Common Stock pursuant to the Award if such grant or issuance would be in violation of any Applicable Law.
A-12
A-13
A-14
If all or any part of the Plan or any Award Agreement is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of the Plan or such Award Agreement not declared to be unlawful or invalid. Any Section of the Plan or any Award Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.
The Board may suspend or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of: (i) the Adoption Date, or (ii) the date the Plan is approved by the Company’s stockholders. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.
As used in the Plan, the following definitions apply to the capitalized terms indicated below:
A-15
Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement;
A-16
provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply, and (C) with respect to any nonqualified deferred compensation that becomes payable on account of the Change in Control, the transaction or event described in clause (i), (ii), (iii), or (iv) also constitutes a Section 409A Change in Control if required in order for the payment not to violate Section 409A of the Code.
A-17
Notwithstanding the foregoing or any other provision of this Plan, (A) the term Corporate Transaction shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, (B) the definition of Corporate Transaction (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant shall supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no definition of Corporate Transaction or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply, and (C) with respect to any nonqualified deferred compensation that becomes payable on account of the Corporate Transaction, the transaction or event described in clause (i), (ii), (iii), or (iv) also constitutes a Section 409A Change in Control if required in order for the payment not to violate Section 409A of the Code.
A-18
A-19
A-20
A-21
A-22
Annex B
Syndax Pharmaceuticals, Inc.
2026 Employee Stock Purchase Plan
Adopted by the Board of Directors: April 30, 2026
Approved by the Stockholders: [_____], 2026
Effective Date: [_____], 2026 (the “Effective Date”)
B-1
B-2
B-3
B-4
The Company will seek to obtain from each U.S. and non-U.S. federal, state or other regulatory commission, agency or other Governmental Body having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company determines, in its sole discretion, that doing so is not practical or would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or
B-5
the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.
B-6
The Plan will become effective on the Effective Date. No Purchase Rights will be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a) above, materially amended) by the Board.
B-7
As used in the Plan, the following definitions will apply to the capitalized terms indicated below:
B-8
B-9
B-10