Preliminary Proxy Statement (Form PRE 14A)

SCHEDULE 14AINFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

Cytokinetics, Incorporated

(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 all boxes that apply)

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION DATED MARCH 31, 2025

 

Cytokinetics, Incorporated

Notice of Annual Meeting of Stockholders 

TO BE HELD MAY 14, 2025

To the Stockholders:

NOTICE IS HEREBY GIVENthat the Annual Meeting of Stockholders of Cytokinetics, Incorporated, a Delaware corporation (the "Company"), will be held on Wednesday, May 14, 2025, at 10:00 a.m. local time at our headquarters, 350 Oyster Point Blvd., South San Francisco, CA 94080, for the following purposes:

The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.

Only stockholders of record at the close of business on March 24, 2025 (the "Record Date") are entitled to notice of the meeting or any adjournment thereof and only stockholders of record on the Record Date and their proxy holders are entitled to vote at the meeting or any adjournment thereof.

By Order of the Board of Directors

/s/ John O. Faurescu

John O. Faurescu, Esq.

Secretary

South San Francisco, California

April 10, 2025

38			Compensation Discussion and Analysis
53			Compensation and Talent Committee Report
53			Compensation Committee Interlocks and Insider Participation
53			Risk Analysis of the Compensation Programs
54			Executive Summary Compensation Table for 2024
55			Grants of Plan-Based Awards in 2024
56			Outstanding Equity Awards at December 31, 2024
58			Option Exercises and Stock Vested in 2024
58			Executive Employment and Other Agreements
59			Pension Benefits
59			Nonqualified Deferred Compensation
59			Potential Payments Upon Termination or Change of Control
60			Principal Executive Officer Pay Ratio
62			Pay Versus Performance
65			Equity Compensation Plans at December 31, 2024
66			Director Compensation

66			Annual Retainers
67			Election to Receive Retainers in Cash or Equity
67			Initial and Annual Equity Grants to Non-Employee Directors
68			Director Compensation Table for 2024
69			Delinquent Section 16(a) Reports
69			Certain Business Relationships and Related Party Transactions
69			Review, Approval or Ratification of Transactions with Related Parties
69			Indemnification of Directors and Officers
70			Other Matters
			Appendix
A-1			Appendix A Amended and Restated 2004 Equity Incentive Plan
B-1			Appendix B Certificate of Amendment to the Amended and Restated Certificate of Incorporation

350 Oyster Point Blvd. South San Francisco, California 94080

 

Proxy Statement for the 2025

Annual Meeting of Stockholders 

May 14, 2025

Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on Wednesday, May 14, 2025 at 10:00 a.m. local time at 350 Oyster Point Blvd., South San Francisco, CA 94080

The Notice of Annual Meeting, Proxy Statement and annual report to stockholders are available at proxydocs.com/CYTK.

We intend to mail these proxy materials on or about April 10, 2025 to all stockholders of record entitled to vote at the 2025 annual meeting.

MEETING AGENDA

 

Information Concerning Solicitation

and Voting 

General

The Board of Directors of Cytokinetics, Incorporated (the "Company", "we", "us", or "our") is soliciting proxies for use at the 2025 Annual Meeting of Stockholders (the "Annual Meeting") to be held at our headquarters, 350 Oyster Point Blvd., South San Francisco, CA 94080, on Wednesday, May 14, 2025, at 10:00 a.m. local time for the purposes set forth herein. Our principal executive offices are located at the address listed at the top of the page and the telephone number is (650) 624-3000. For information on how to obtain directions to our headquarters and the annual meeting, please visit our internet webpage: www.cytokinetics.com/contact-us/.

The Company's Annual Report on Form 10-K, containing financial statements for the fiscal year ended December 31, 2024 (the "Annual Report"), is being provided together with our Notice of Annual Meeting, this proxy statement (this "Proxy Statement") and the accompanying proxy card to all stockholders entitled to vote at the Annual Meeting. The Notice of Annual Meeting, Proxy Statement, the accompanying proxy card and the Company's Annual Report will first be mailed on or about April 10, 2025 to all stockholders entitled to vote at the Annual Meeting.

WE WILL PROVIDE WITHOUT CHARGE TO ANY STOCKHOLDER SOLICITED BY THESE PROXY SOLICITATION MATERIALS A COPY OF OUR ANNUAL REPORT, TOGETHER WITH THE FINANCIAL STATEMENTS REQUIRED TO BE FILED WITH THE ANNUAL REPORT, UPON REQUEST OF THE STOCKHOLDER MADE IN WRITING TO CYTOKINETICS, INCORPORATED, 350 OYSTER POINT BLVD., SOUTH SAN FRANCISCO, CALIFORNIA, 94080, ATTN: INVESTOR RELATIONS, ANNUAL STOCKHOLDER MEETING.

Record Date and Share Ownership

Common stockholders of record at the close of business on March 24, 2025 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. We have one class of common shares issued and outstanding, designated as common stock, $0.001 par value per share (the "Common Stock"). As of the Record Date, 119,187,691 shares of Common Stock were outstanding.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by: (i) issuing a later proxy pursuant to the instructions herein (including by telephone or internet), (ii) delivering to us at our principal executive offices a written notice of revocation to the attention of the Secretary before the Annual Meeting or (iii) attending the Annual Meeting and voting in person.

Voting

On all matters, each share of Common Stock has one vote.

Cost of Proxy Solicitation

We will pay for the entire cost of soliciting any proxies by the Company, unless otherwise stated herein. 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 may also reimburse brokerage firms, banks and other agents for the routine cost of forwarding proxy materials to beneficial owners.

Voting in Person or by Proxy Card

If you are a stockholder of record as of the Record Date, you may vote in person at the Annual Meeting or vote by proxy using the proxy card. Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person if you have already voted by proxy. To vote in person stockholders of record as of the Record Date may come to the Annual Meeting and we will give you a ballot when you arrive. To vote using the proxy card, simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct.

Voting via the Internet or by Telephone

For Shares Registered in Your Name

Stockholders of record as of the close of business on the Record Date may go to www.proxyvote.comto vote their shares by proxy over the internet. You will be required to provide our number and the control number contained on your proxy card. Any stockholder may also grant a proxy to vote shares by telephone by calling 1-800-690-6903 and following the recorded instructions.

For Shares Registered in the Name of a Broker, Bank or Other Agent

Most beneficial owners whose stock is held in street name receive instructions for granting proxies from their banks, brokers or other agents, rather than our proxy card.

A number of brokers and banks are participating in a program provided through Broadridge Financial Solutions that offers the means to grant proxies to vote shares via telephone and the internet. If your shares are held in an account with a broker or bank participating in the Broadridge Financial Solutions program, you may grant a proxy to vote those shares telephonically by calling the telephone number shown on the instruction form received from your broker or bank, or via the internet at Broadridge Financial Solutions' website at proxyvote.com. If you are unable to vote by proxy, please contact your broker or bank for instructions on how to vote.

General Information for All Shares Voted via the Internet or by Telephone

Votes submitted via the internet or by telephone must be received by 11:59 p.m. Eastern Time on May 13, 2025. Submitting your proxy via the internet or by telephone will not affect your right to vote in person should you decide to attend the Annual Meeting.

Quorum; Withhold Votes; Abstentions; Broker Non-Votes

Votes cast by proxy or in person at the Annual Meeting ("Votes Cast") will be tabulated by the Inspector. The Inspector will also determine whether a quorum is present. For the election of directors, Proposal 1, the three directors receiving the most "FOR" votes will be elected; "WITHHOLD" and broker non-votes will have no effect on the outcome of the vote. With respect to Proposals 2, 4, and 5, such proposals will be approved if a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the applicable proposal vote "FOR" that proposal; votes to "ABSTAIN" on Proposals 2, 4, and 5 will have the same effect as votes "AGAINST," and broker non-votes will have no effect on Proposals 2 and 5; we do not expect any broker non-votes on Proposal 4. With respect to Proposal 3, such proposal will be approved if more votes are cast "FOR" the proposal in person or by proxy at the Annual Meeting than are cast "AGAINST" the proposal at the Annual Meeting; votes to "ABSTAIN" will have no effect on the outcome of Proposal 3 and we do not expect any broker non-votes on Proposal 3. Pursuant to our bylaws, a quorum will be present if stockholders holding at least a majority of shares entitled to vote at the Annual Meeting are present in person or represented by proxy at the Annual Meeting. Under our bylaws, if a quorum is not present or represented at the meeting, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

The Inspector will treat shares that are voted "WITHHOLD" or "ABSTAIN" as being present and entitled to vote for purposes of determining the presence of a quorum. When proxies are properly dated, executed and returned, or if instructions are properly carried out for internet or telephone voting, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the stockholder's instructions. If no specific instructions are given, the shares will be voted (i) "FOR" the election of

each of the three nominees for director set forth herein; (ii) "FOR" the approval of the amendment and restatement of the Amended and Restated 2004 Equity Incentive Plan to (a) increase the number of authorized shares reserved for issuance thereunder by 5,000,000 shares of Common Stock and (b) provide for limitations on the maximum grant value that non-executive directors may receive under such plan of $1,000,000 for annual grants to continuing directors and $1,250,000 for the initial grant to new directors; (iii) "FOR" the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock available for issuance by the Company from 163,000,000 to 326,000,000 shares of Common Stock; (iv) "FOR" the ratification of Ernst & Young LLP as independent registered public auditors for the year ending December 31, 2025; and (v) "FOR" approval, on an advisory basis, of the compensation of the named executive officers; and upon such other business as may properly come before the Annual Meeting or any adjournment thereof, at the discretion of the proxy holder.

Discretionary items are proposals considered routine under the rules of the New York Stock Exchange on which your broker, bank or other agent may vote shares held in street name in the absence of your voting instructions. Non-discretionary items are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested) and executive compensation, including the advisory stockholder vote on executive compensation, the proposal to amend and restate our Amended and Restated 2004 Equity Incentive Plan. When there is at least one discretionary matter on which your broker, bank votes or other agent votes, on non-discretionary items for which you do not give your broker or bank instructions, the shares will be treated as broker non-votes. Accordingly, your broker, bank or agent may not vote your shares on Proposals 1, 2, 3 or 5 without your instructions, but may vote your shares on Proposals 3 and 4. Broker non-votes will be counted towards the quorum requirement. We believe that the tabulation procedures to be followed by the Inspector are consistent with the general statutory requirements in Delaware concerning voting of shares and determination of a quorum.

Abstentions and broker non-votes will be counted towards the quorum requirement.

Deadline for Receipt of Stockholder Proposals and Director Nominations

To be considered for inclusion in next year's proxy materials pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), your proposal must be received in writing by December 11, 2025 at Cytokinetics, Incorporated, 350 Oyster Point Blvd., South San Francisco, California 94080, Attention: Corporate Secretary; provided, however, that if our 2026 annual meeting of stockholders is held before April 14, 2026 or after June 13, 2026, then the deadline will be a reasonable time prior to the time that we make our proxy materials available to our stockholders, either online or in printed form.

If you wish to submit a proposal or a director nomination at the 2026 annual meeting of stockholders that is not to be included in next year's proxy statement pursuant to Rule 14a-8 of the Exchange Act, your proposal or nomination must be received in writing by December 11, 2025 at Cytokinetics, Incorporated, 350 Oyster Point Blvd., South San Francisco, California 94080, Attention: Corporate Secretary, provided, however, that if our 2026 annual meeting of stockholders is held before April 14, 2026 or after June 13, 2026, your notice must be so received not later than the close of business on the later of the 120th calendar day prior to our 2026 annual meeting of stockholders and the 10th calendar day following the date on which public announcement of the date of our 2026 annual meeting of stockholders is first made.

Please refer to our bylaws for additional information and requirements regarding stockholder proposals and director nominations. We will not consider any proposal or nomination that is not timely or otherwise does not meet our bylaws and the Securities and Exchange Commission ("SEC") requirements for submitting a proposal or nomination, as applicable. We reserve the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and any other applicable requirements.

Results of the Voting at the Annual Meeting

Preliminary voting results will be announced at the Annual Meeting. Results will be published in a current report on Form 8-K that we expect to file within four business days after the date of 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 will 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.

 

PROPOSAL ONE

Election of Three Class III Directors 

Nominees

Our Board of Directors currently has nine members. We have a classified Board of Directors, which is divided into three classes of directors whose terms expire at different times. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors 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, or, if sooner, until the director's death, resignation or removal.

There are currently three directors in Class III, John T. Henderson, B. Lynne Parshall and Muna Bhanji, all of whose terms of office are set to expire at the Annual Meeting. The Nominating and Governance Committee recommended, and the Board of Directors nominated, each of Dr. Henderson, Ms. Parshall and Ms. Bhanji for re-election to our Board of Directors at the Annual Meeting. Biographical information for each of our nominees for director can be found below in the Board of Directors section. Each of the nominees listed are currently directors of the Company and were previously elected by the stockholders. If elected at the Annual Meeting, each of our nominees would serve for a three-year term ending upon the earlier of: (1) such nominee's successor being elected and qualified at the Company's 2028 annual meeting of stockholders or upon the adjournment of such meeting if there is no successor as a result of a decrease in the number of authorized directors, and (2) such nominee's death, resignation or removal. Unless otherwise instructed, the proxy holders will vote the proxies received by them for each of Dr. Henderson, Ms. Parshall and Ms. Bhanji. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he or she is or was to be selected as a director or officer of the Company.

Each of the nominees have consented to be named as nominees in the Proxy Statement and to continue to serve as directors if elected. If any nominee becomes unable or declines to serve as a director, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by the Board of Directors, if such a substitute nominee is designated by the Board of Directors.

Director Resignation Policy

Although directors will be elected by a plurality of the votes of the shares present or represented by proxy at the Annual Meeting and entitled to vote on this Proposal 1, pursuant to our director resignation policy, if any nominee for director in this election receives a greater number of votes "WITHHOLD" from such nominee than votes "FOR", the nominee for director must tender his resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance Committee shall consider all relevant facts and circumstances and recommend to our Board of Directors the action to be taken with respect to such offer of resignation. The Board of Directors will then act on the Nominating and Governance Committee's recommendation. Promptly following the Board of Directors' decision, we will disclose that decision and an explanation of such decision in a filing with the SEC and a press release.

 

PROPOSAL TWO

Approval of the Amendment and Restatement of the Company's Amended and Restated 2004 Equity Incentive Plan to: (I) Increase the Number of Authorized Shares Reserved for Issuance Thereunder by 5,000,000 Shares of Common Stock and (II) Provide for Limitations on the Maximum Grant Value that Non-Executive Directors May Receive Under Such Plan of $1,000,000 for Annual Grants to Continuing Directors in any Calendar Year and $1,250,000 for the Initial Grant to New Directors 

We are asking our stockholders to approve an amendment and restatement of our Amended and Restated 2004 Equity Incentive Plan (the "2004 EIP") to: (i) increase the number of authorized shares of Common Stock reserved for issuance under the 2004 EIP by an additional 5,000,000 shares of Common Stock and (ii) provide for limitations on the maximum grant value that non-employee directors may receive under the 2004 EIP of $1,000,000 for annual grants to continuing directors in any calendar year and $1,250,000 for the initial grant to new directors. The Board of Directors has approved the proposed amendment and restatement of the 2004 EIP subject to approval from our stockholders at the Annual Meeting.

The 2004 EIP was originally adopted by our Board of Directors in January 2004 and approved by our stockholders in February 2004. Our stockholders approved amendments to the 2004 EIP in May 2008, May 2009, May 2010, May 2011, May 2012, May 2013, May 2015, May 2017, May 2019, May 2021 and May 2022 to approve increases to the number of shares available for issuance under the plan. In May 2020, May 2022, and March 2023, our Board of Directors approved amendments to the 2004 EIP to permit the granting of up to an aggregate of 4,450,000 shares of Common Stock as inducement awards to new employees pursuant to Nasdaq Listing Rule 5635(c)(4). As of March 28, 2025, a total of 31,404,190 shares of Common Stock were authorized for issuance under the 2004 EIP of which 4,450,000 shares of Common Stock were reserved for issuance as inducement awards to new employees pursuant to Nasdaq Listing Rule 5635(c)(4).

Amendments to the 2004 EIP

The following summary of the proposed amendment and restatement of the 2004 EIP is qualified in its entirety by reference to the actual text of the Amended and Restated 2004 EIP (the "Amended and Restated 2004 EIP"), which is appended to this Proxy Statement as Appendix A.

Our Board of Directors believes that the number of shares of Common Stock that remain available for issuance under the 2004 EIP without the proposed increase is insufficient to achieve the purposes of the plan over the term of the plan. We are preparing for the potential regulatory approval and commercial launch of our lead drug candidate, aficamten, in 2025 in the United States and 2026 in the European Union. We will need to continue to build our commercial infrastructure and capabilities by hiring a significant number of new employees, including a field sales force, as well as incentivize and retain existing key employees to maximize and realize the commercial potential of aficamten for the benefit of our stockholders. The long term incentives available to our employees under the 2004 EIP are essential to meeting this objective and align the interests of our employees with our stockholders. Accordingly, the Board of Directors is requesting that the stockholders approve an increase to the number of authorized shares of Common Stock reserved for issuance under the 2004 EIP by 5,000,000 shares of Common Stock.

If approved, the number of authorized shares of Common Stock available and outstanding under the 2004 EIP, as a percentage of the number of shares of Common Stock currently issued and outstanding, would equal 18.9%, which would be consistent with those of our Peer Companies (as defined in the Compensation Discussion and Analysis section of this Proxy Statement). For our Peer Companies, the median and 75th percentile ranges between 16.5% and 22.4% of common shares outstanding as of FYE. For the past three years (2022 through 2024), we have annually granted an average of 3.7% of shares of Common Stock then issued and outstanding, which is positioned modestly above the median share usage of our Peer Companies of 3.3%. The Board of Directors believes that our ability to issue awards to our employees under the 2004 EIP at a level that is competitive with our Peer Companies is critical to our ability to succeed. If this Proposal Two is approved, we believe the additional 5,000,000 shares of Common Stock will enable us to issue awards to our employees for at least an additional two years.

In addition to the aforementioned increase in the number of authorized shares of Common Stock reserved for issuance, the Board of Directors believes that it is in the best interests of stockholders to adopt provisions in the 2004 EIP to limit the value of equity awards that may be granted to non-employee directors from time to time. In May 2025 the Board of Directors, upon the advice and recommendation of the Compensation and Talent Committee of our Board of Directors (the "Compensation Committee"), approved a policy (the "Non-Employee Director Equity Compensation Policy") for the granting to new directors upon their joining our Board of Directors an initial one-time on-boarding grant (the "On-Boarding Grant") in the form of stock options to purchase shares of Common Stock with a grant date fair value of $700,000 based on the closing stock price of our shares of Common Stock on the Nasdaq exchange on the date of the new director's first joining our Board of Directors. In addition, our Board of Directors, again upon advice and recommendation of the Compensation Committee, approved the granting to all continuing directors on the date of our annual meeting of stockholders in any given calendar year, an annual grant (the "Annual Grant") comprised of restricted stock units and stock options to purchase shares of Common Stock with an aggregate grant date fair value of $400,000 based on the closing stock price on the Nasdaq exchange of our shares of Common Stock on the date of the grant. Although all director compensation is approved by our Board of Directors solely upon the recommendation of the Compensation Committee, which itself makes recommendations on the advice of an independent compensation consultant, our Board of Directors acknowledges the appearance of the potential conflict-of-interest that is inherent in the Board of Directors' approval of their own compensation. To assuage this potential concern, the Board of Directors approved, subject to the approval of our stockholders at the Annual Meeting, an amendment of the 2004 EIP to impose restrictions on the maximum grant value that our non-employee directors may receive under the 2004 EIP of $1,000,000 per calendar year for the Annual Grant to continuing directors and $1,250,000 for new directors for their On-Boarding Grant. For the avoidance of doubt, non-employee directors who receive an On-Boarding Grant are eligible to receive an Annual Grant in the same calendar year. Our Board of Directors acknowledges that the limitations proposed are greater than its current policies for On-Boarding Grants and Annual Grants. These limitations were recommended by the Compensation Committee upon the recommendation of our independent compensation consultant with the objective of retaining sufficient flexibility to recruit and retain non-employee directors and compensate them for their service as market conditions amongst our Peer Companies may vary from time to time.

Finally, given the proposed increase in the share pool, we are increasing the aggregate maximum number of shares that may be issued pursuant to the exercise of incentive stock options from the share pool from 26,954,190 shares to 31,954,190 shares.

The Board of Directors has approved the amendments described above, subject to approval from our stockholders at the Annual Meeting. If this Proposal Two is not approved by our stockholders, the 2004 EIP will continue in accordance with its existing terms, and there will be no such increase to the number of shares of Common Stock reserved for issuance under the 2004 EIP or limitations on the value of On-Boarding Awards and Annual Awards to our non-employee directors.

2004 EIP Outstanding Awards and Available Shares

As of February 28, 2025, a total of 10,202,802 shares of Common Stock were subject to outstanding stock options awarded under the 2004 EIP with a weighted average exercise price of $32.11 per share and a weighted average remaining term of 6.35 years. No stock option awards were granted under the 2004 EIP in which the exercise price for the underlying shares of Common Stock was less than the fair market value of such shares on the date of grant. As of February 28, 2025, there were 1,925,354 combined unvested restricted stock units and performance stock units outstanding and 5,035,681 shares of Common Stock available for grant of which 608,639 shares are available for grant only as inducement awards to new employees pursuant to Nasdaq Listing Rule 5635(c)(4).

Summary of the Proposed Amended and Restated 2004 EIP

The principal features of the proposed Amended and Restated 2004 EIP are summarized below. This summary is qualified in its entirety by reference to the Amended and Restated 2004 EIP, attached as Appendix A.

The Amended and Restated 2004 EIP provides for the grant of the following types of incentive awards: (i) stock options, including incentive stock options and nonstatutory stock options, (ii) stock appreciation rights ("SARs"), (iii) restricted stock, (iv) restricted stock units, (v) performance shares, and (vi) performance units. Each of these is referred to as an "Award." Awards made to new employees as a material inducement to their respective employment pursuant to Nasdaq Listing Rule 5635(c)(4) are referred to as an "Inducement Award."

Eligibility. Under the Amended and Restated 2004 EIP, eligible individuals include employees and consultants who provide services to us as well as members of our Board of Directors. As of February 28, 2025, each of our approximately 505 employees and our 8 non-employee directors are eligible for Awards under the Amended and Restated 2004 EIP. Under the Amended and Restated 2004 EIP, new employees to whom an Award is a material inducement to the commencement of an employment relationship with us are eligible for an Inducement Award. All Inducement Awards are subject to the approval of an inducement committee consisting of the majority of our independent directors or the Compensation Committee.

Number of Shares of Stock Available Under the Amended and Restated 2004 EIP.The maximum aggregate number of shares of Common Stock that may be issued under the Amended and Restated 2004 EIP, after giving effect to the addition of shares proposed to be added under this Proposal Two, is 36,404,190 shares of Common Stock of which 4,450,000 shares of Common Stock are reserved for issuance as inducement awards to new employees pursuant to Nasdaq Listing Rule 5635(c)(4). Subject to the provisions of the Amended and Restated 2004 EIP relating to capitalization adjustments, the aggregate maximum number of shares that may be issued pursuant to the exercise of incentive stock options is 31,954,190 shares.

Fungible Ratio. Shares of Common Stock subject to Awards that are not options or SARs (called "Full Value Awards") count against the share reserve as 1.17 shares of Common Stock for every one share of Common Stock subject to such an Award, and if shares subject to such Full Value Awards are forfeited or repurchased by us and would otherwise return to the Amended and Restated 2004 EIP, then 1.17 times the number of shares of Common Stock so forfeited or repurchased will become available for future issuance under the Amended and Restated 2004 EIP.

Return of Shares Subject to an Option or SAR. Shares of Common Stock that have actually been issued under the Amended and Restated 2004 EIP under any Award, including an option to purchase Common Stock, will not be returned to the Amended and Restated 2004 EIP and will not become available for future issuance under the Amended and Restated 2004 EIP. Upon exercise of a SAR settled in shares of Common Stock, the gross number of shares of Common Stock covered by the portion of the SAR so exercised will cease to be available under the Amended and Restated 2004 EIP. If the exercise price of an option is paid by a tender to us of shares of Common Stock owned by the participant, the number of shares of Common Stock available for issuance under the Amended and Restated 2004 EIP will be reduced by the gross number of shares of Common Stock for which the option is exercised. Shares of Common Stock used to pay the exercise price of an Award and/or used to satisfy tax withholding obligations will not become available for future grant or sale under the Amended and Restated 2004 EIP. If an Award that is an option or SAR expires or becomes unexercisable without having been exercised in full, the unpurchased shares which were subject to the Award will become available for future grant or sale under the Amended and Restated 2004 EIP.

Return of Shares or Units Subject to Full Value Awards. With respect to Full Value Awards, if shares of Common Stock are repurchased or reacquired by us or units are forfeited by the participant due to failure to vest, the repurchased shares of Common Stock or forfeited units which were subject to the Award will become available for future grant or sale under the Amended and Restated 2004 EIP. To the extent an Award is paid out in cash rather than stock, such cash payment will not reduce the number of shares of Common Stock available for issuance under the Amended and Restated 2004 EIP.

Maximum Shares Issuable under Incentive Stock Options. The maximum number of shares of Common Stock that may be issued upon the exercise of incentive stock options under the Amended and Restated 2004 EIP will be 31,954,190. Incentive stock options may not be issued as an Inducement Award.

Dividends; Reorganizations. If we declare a stock dividend or engage in a reorganization or other change in our capital structure, including in connection with a merger, the Administrator (as defined below) will make appropriate adjustments under the Amended and Restated 2004 EIP with respect to (i) the number and class of shares of Common Stock available for issuance, (ii) the number, class and price of shares of Common Stock subject to outstanding Awards, (iii) the maximum number of shares of Common Stock issuable, and (iv) the specified per-person limits on Awards to reflect the change.

Administration of the Amended and Restated 2004 EIP.The Board of Directors, or a committee of directors or of other individuals satisfying applicable laws and appointed by the Board of Directors (referred to as the "Administrator"), will administer the Amended and Restated 2004 EIP. The Board of Directors has delegated administration of the Amended and Restated 2004 EIP to the Compensation Committee.

Subject to the terms of the Amended and Restated 2004 EIP, the Administrator has broad authority to administer, interpret and construe the Amended and Restated 2004 EIP and Awards granted under the Amended and Restated 2004 EIP. The Administrator, may, among other things, determine the employees, consultants, and directors who will receive Awards, the numbers and types of Awards to be granted and the terms and conditions of Awards, including the relevant vesting conditions, and in the case of stock options and SARs, the periods of their exercisability. The Administrator may also amend outstanding Awards.

If at any time the Board of Directors appoints a different Administrator, all Inducement Awards will remain subject to the approval of an inducement committee consisting of the majority of our independent directors or the Compensation Committee.

The Administrator may, with stockholder approval, implement an exchange program under which (i) outstanding Awards may be surrendered or cancelled in exchange for Awards of the same type, Awards of a different type, or cash; (ii) participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator; and/or (iii) the exercise price of an outstanding Award could be reduced. However, subject to certain mandatory adjustment provisions set forth in the Amended and Restated 2004 EIP (and described above), the Administrator cannot amend the terms of any Award to reduce the exercise price of such outstanding Award or cancel an outstanding Award in exchange for cash or other Awards with an exercise price that is less than the exercise price of the original Award, without stockholder approval.

All decisions, determinations and interpretations made by the Administrator will be final and binding on all participants and any other holders of Awards.

Options and Stock Appreciation Rights.The Administrator may grant nonstatutory stock options, incentive stock options and SARs under the Amended and Restated 2004 EIP. The Administrator determines the number of shares of Common Stock subject to each option or SAR. The aggregate fair market value, determined at the time of grant, of shares of Common Stock with respect to incentive stock options that are exercisable for the first time by a participant during any calendar year under all of our stock plans may not exceed $100,000. The stock options or portions of stock options that exceed this limit are treated as nonstatutory stock options. Incentive stock options may not be issued as an Inducement Award.

The exercise price of options and SARs granted under the Amended and Restated 2004 EIP will be no less than the fair market value of Common Stock on the date of grant, except that the exercise price of an incentive stock option granted to any participant who owns more than 10% of the total voting power of all classes of our outstanding stock will be at least 110% of the fair market value of the Common Stock on the grant date.

The term of each option or SAR will be set forth in the Award agreement and may not exceed ten years, except that the term of an incentive stock option granted to a participant who owns more than 10% of the total voting power of all classes of our outstanding stock may not exceed five years.

After a participant terminates service with us, the participant may exercise the vested portion of his or her option or SAR for the period of time stated in the Award agreement (not to exceed the original term of the Award). If no such period of time is stated in the participant's Award agreement, the participant (or, if applicable, the participant's estate) generally may exercise the option or SAR for (i) three months following the participant's termination for reasons other than death or disability, and (ii) twelve months following the participant's termination due to death or disability.

The Administrator determines the form of payment it will accept when a participant exercises an option or SAR, which may include (i) cash, (ii) check, (iii) other shares of Common Stock (provided that such shares have a fair market value on the date of surrender equal to the aggregate exercise price of the shares of Common Stock as to which the option or SAR will be exercised and that the acceptance of such shares, as determined by the Administrator, will not result in adverse accounting consequences to the Company), (iv) consideration received by us under a cashless exercise program implemented by us, (v) other consideration and methods of payment permitted by applicable laws, or (vi) any combination of the foregoing methods of payment.

Unless otherwise stated in the applicable Award agreement, an individual holding or exercising a stock option or SAR shall have none of the rights of a stockholder (for example, the right to receive cash or dividend payments or distributions attributable to the subject shares of Common Stock or to direct the voting of the subject shares of Common Stock) until the shares covered thereby are fully paid and issued to him. In no case shall an individual holding a stock option receive cash or dividend payments or distributions or dividend equivalents attributable to unvested shares of Common Stock underlying a stock option.

Restricted Stock.Each Award of restricted stock will be evidenced by an Award agreement that will set forth the terms and conditions (including the vesting schedule) of the Award. The Administrator will determine the number of shares of Common Stock granted pursuant to an Award of restricted stock. Unless the Administrator determines otherwise, shares of Common Stock granted pursuant to an Award of restricted stock will be held by us as escrow agent until the restrictions on such shares of Common Stock have lapsed. Shares of Common Stock underlying each Award of restricted stock will be released from escrow as soon as practicable after the last day of any period of restrictions has lapsed. The Administrator, in its discretion, may accelerate the time at which any restrictions on such shares of Common Stock will lapse or be removed. Any dividends declared with respect to shares of Common Stock subject to an Award of restricted stock shall be paid to participants unless otherwise provided in the Award agreement pursuant to which the Award of restricted stock was granted.

Restricted Stock Units. An Award of a restricted stock unit represents the right, subject to certain terms and conditions, to be issued one share of stock for each unit that vests or otherwise satisfies applicable conditions established by the Administrator, in its discretion. Each Award of restricted stock units will be evidenced by an Award agreement that will set forth the terms and conditions (including the vesting schedule) of the Award. The Administrator may establish service-based or other vesting criteria in its discretion, which, depending on the extent to which such criteria are met, will determine the number of restricted stock units to be paid to participants. The restricted stock units will vest at a rate determined by the Administrator; provided, however, that after the grant of the restricted stock units, the Administrator, in its sole discretion, may reduce or waive any vesting provisions for such restricted stock units. Vested restricted stock units will be settled in shares of Common Stock as soon as administratively practicable following the date on which such restricted stock units vest but in no event later than the time required to avoid adverse tax consequences under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"). If a holder of restricted stock units terminates service to us prior to the vesting of all of the restricted stock units or as otherwise provided in the Award agreement pursuant to which the restricted stock units were granted, all unvested restricted stock units will be forfeited and will again be available for grant under the 2004 EIP. No dividend equivalents will be paid to participants unless and until the underlying Award of restricted stock unit has vested.

Performance Shares and Performance Units.Performance shares and performance units are Awards under which the release of shares or vesting of units requires the achievement of performance goals or objectives or other terms or conditions (including the vesting schedule) established by the Administrator, in its discretion. The Administrator will determine the number of performance shares or performance units to be granted to a participant. Each Award of performance units or performance shares will be evidenced by an Award agreement that will specify the performance period and such other terms and conditions as determined by the Administrator, in its discretion, including the rate at which the shares or units will vest or be earned. After the applicable performance period has ended, any performance shares or performance units earned or vested will be paid, in the Administrator's sole discretion, in the form of cash, shares of Common Stock, or in a combination thereof. The extent to which the performance objectives are met will determine the number and/or the value of performance units and performance shares to be paid out to participants, however, the Administrator may reduce or waive any performance objectives or other vesting provisions for such performance unit or performance share, in its sole discretion. On the date set forth in the Award agreement, all unearned or

unvested performance units and performance shares will be forfeited to us and be available for reissue under the plan. No cash dividends or distributions declared with respect to share of Common Stock subject to the performance shares or performance units shall be paid to any participant unless and until the participant vests in such underlying performance shares or performance units. Any stock dividends declared on shares of Common Stock that are subject to a performance share or performance unit will be subject to the same restrictions and will vest at the same time as the performance shares and performance units from which said dividends were derived. All unvested dividends will be forfeited by the participants to the extent their underlying performance shares or performance units are forfeited.

Under the Amended and Restated 2004 EIP, Awards may be subject to one or more of the following performance goals, either alone or in combination (collectively, the "Performance Goals"): (a) cash position, (b) clinical progression, (c) collaboration arrangements, (d) collaboration progression, (e) earnings per share, (f) a financing event, (g) net income, (h) operating cash flow, (i) market share, (j) operating expenses, (k) operating income, (l) product approval, (m) product revenues, (n) profit after tax, (o) projects in development, (p) regulatory filings, (q) return on assets, (r) return on equity, (s) revenue growth, (t) total stockholder return, (u) implementation of, progression in or completion of projects or processes (including, without limitation, progress in research or development programs, progress in regulatory or compliance initiatives, clinical trial initiation, clinical trial enrollment, clinical trial results, new or supplemental indications for existing products, regulatory filing submissions, regulatory filing acceptances, regulatory or advisory committee interactions, regulatory approvals, product supply and systems development and implementation), (v) completion of a joint venture or other corporate transaction, (w) employee retention, (x) budget management and (y) any other measures of performance selected by the Board of Directors. Any Performance Goals may be used to measure the performance of the Company as a whole, a business or divisional unit of the Company, or with respect to an individual participant's performance. In addition, Performance Goals may be measured relative to a peer group or index or to another Performance Goal, and the Performance Goals may differ from one participant to the next and from one Award to the next.

The Administrator will determine whether any significant element(s) will be included in or excluded from the calculation of any Performance Goal with respect to any participant. In all other respects, Performance Goals will be calculated in accordance with the Company's financial statements, generally accepted accounting principles, or under a methodology established by the Administrator prior to the issuance of an Award, which is consistently applied and identified in the financial statements, including footnotes, or the management discussion and analysis of the Company's annual report.

Transferability of Awards.Awards are generally not transferable, and all rights with respect to an Award granted to a participant generally will be available during a participant's lifetime only to the participant. The Administrator, however, may make an Award transferable to certain family members, trusts or related business entities of the participant, or to organizations as charitable donations.

Change in Control.In the event of a change in control of the Company (as defined in the Amended and Restated 2004 EIP and described below), each outstanding Award will be assumed or an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation. If the successor corporation refuses to assume or substitute for the Award, then: (i) the participant will fully vest in, and have the right to exercise, all of his or her time-based outstanding options and SARs, including shares of Common Stock as to which such Awards would not otherwise be vested or exercisable; (ii) all time-based restrictions on restricted stock will lapse; and, (iii) with respect to performance shares, performance units and restricted stock units, all performance goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met. In addition, if an option or SAR is not assumed or substituted for in the event of a change in control, the Administrator will notify the participant that the option or SAR will be fully vested and exercisable for a period of time prior to the change in control determined by the Administrator in its sole discretion, and the option or SAR will terminate upon the expiration of such period.

With respect to Awards granted to a non-employee director of the Company that are assumed or substituted for, if on the date of or following such assumption or substitution the participant's status as a director or a director of the successor corporation, as applicable, is terminated other than upon a voluntary resignation by the participant not at the request of the successor, then: (i) the participant will fully vest in, and have the right to exercise, his or her options and SARs as to all of the shares of Common Stock subject to the Award; (ii) all restrictions on restricted stock shall lapse; and, (iii) with respect to performance shares, performance units and restricted stock units, all performance goals or other vesting criteria will be deemed achieved at target levels and all other terms and conditions met.

For purposes of the Amended and Restated 2004 EIP, a change in control generally means the occurrence of any of the following events: (i) any "person" (as defined in Sections 13(d) and 14(d) of the Exchange Act) becomes the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting

power of our then outstanding voting securities; (ii) consummation of the sale or disposition by us of all or substantially all of our assets; (iii) a change in the composition of the Board of Directors occurring within a two-year period, as a result of which fewer than a majority of the directors are "incumbent directors" (as defined in the Amended and Restated 2004 EIP); or (iv) consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Amendment and Termination of the Amended and Restated 2004 EIP.The Administrator has the authority to amend, alter, suspend or terminate the Amended and Restated 2004 EIP at any time, except that stockholder approval will be required for any amendment to the Amended and Restated 2004 EIP to the extent required by applicable laws. No amendment, alteration, suspension or termination of the Amended and Restated 2004 EIP will impair the rights of any participant without his or her consent. The Amended and Restated 2004 EIP will terminate on February 6, 2029 unless the Administrator terminates it earlier.

New Plan Benefits

The Company cannot currently determine the number of shares subject to awards that may be granted in the future to employees, directors and consultants under the Amended and Restated 2004 EIP. We do not presently have any current plans, proposals or arrangements, written or otherwise, to issue any of the newly available authorized shares under the Amended and Restated 2004 EIP, except as set forth below with respect to non-employee directors under our Non-Employee Director Equity Compensation Policy.

Awards granted under the Amended and Restated 2004 EIP to our non-employee directors are made pursuant to our Non-Employee Director Equity Compensation Policy. On and after the date of the Annual Meeting, if this Proposal Two is approved by our stockholders, any such equity award grants to non-employee directors will be made under the Amended and Restated 2004 EIP. If this Proposal Two is not approved by our stockholders, any such equity award grants to non-employee directors will be made under the existing 2004 EIP. For additional information regarding our current compensation program for non-employee directors, please see "Director Compensation."

Stock Awards Granted under the 2004 EIP

The following table sets forth information with respect to the number of outstanding stock options, restricted stock units and performance units, that have been granted to the named executive officers and the specified groups set forth below under the 2004 EIP as of February 28, 2025. On February 28, 2025, the closing price of the underlying shares of our Common Stock traded on the Nasdaq Stock Market LLC was $46.00 per share and there were 118,430,937 shares of Common Stock outstanding.

For information on the number of shares of Common Stock subject to awards granted under the 2004 EIP during 2024 for our named executive officers, see "Grants of Plan Based Awards Table in 2024" later in this Proxy Statement. The total number of shares of Common Stock subject to Awards granted in fiscal year 2024 under the 2004 EIP was 3,350,877 of which 679,964 shares were the object of Inducement Awards.

Federal Income Tax Consequences

The following is a summary of the principal United States federal income taxation consequences to participants and us with respect to participation in the Amended and Restated 2004 EIP. 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 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 his or her tax adviser regarding the federal, state, local, and other tax consequences of the grant or exercise of an Award or the disposition of shares of Common Stock acquired under the Amended and Restated 2004 EIP. The Amended and Restated 2004 EIP 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. Our ability to realize the benefit of any tax deductions described below depends on our generation of taxable income as well as the requirement of reasonableness, the provisions of Section 162(m) of the Code and the satisfaction of our tax reporting obligations.

Nonstatutory Stock Options. No taxable income is reportable when a nonstatutory stock option is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares of Common Stock purchased over the exercise price of the option. Any taxable income recognized in connection with an option exercise by an employee of the Company is subject to tax withholding by us. Any gain or loss recognized upon any later disposition of the shares of Common Stock would be capital gain or loss.

Incentive Stock Options.No taxable income is reportable when an incentive stock option is granted or exercised (except for purposes of the participant's alternative minimum tax at exercise, if any, in which case the amount of tax is the same as for nonstatutory stock options). If the participant exercises the option and then later sells or otherwise disposes of the shares of Common Stock more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares of Common Stock before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares of Common Stock on the exercise date (or the sale price, if less) minus the exercise price of the option.

Stock Appreciation Rights.No taxable income is reportable when a SAR is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the amount of cash received and/or the fair market value of any shares received. Any gain or loss recognized upon any later disposition of the shares of Common Stock would be capital gain or loss.

Restricted Stock and Performance Shares.A participant generally will not have taxable income at the time an Award of restricted stock or performance shares are granted. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares of Common Stock underlying the Award becomes either (i) freely transferable, or (ii) no longer subject to substantial risk of forfeiture. However, the recipient of a restricted stock Award may elect, under Section 83(b) of the Code, to recognize income at the time he or she receives the Award in an amount equal to the fair market value of the shares of Common Stock underlying the Award (less any cash paid for the shares) on the date the Award is granted.

Restricted Stock Units and Performance Units.A participant generally will not have taxable income at the time restricted stock units or performance units are granted. Instead, he or she will recognize ordinary income upon distribution of shares of Common Stock with respect to a restricted stock or performance unit in an amount equal to the fair market value of those shares. Any gain or loss recognized upon any other disposition of the shares of Common Stock would be capital gain or loss.

Section 409A. If an Award is subject to and fails to satisfy the requirements of Section 409A of the Code the participant may recognize ordinary income on the amounts deferred under the Award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an Award that is subject to Section 409A of the Code fails to comply with the provisions of Section 409A of the Code, Section 409A of the Code imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation. Some states may also apply a penalty tax (for instance, California imposes a 20% penalty tax in addition to the 20% federal penalty tax).

Tax Effect for the Company; Section 162(m). Under Section 162(m) of the Code ("Section 162(m)"), compensation paid to each of the Company's "covered employees" that exceeds $1 million per taxable year is generally non-deductible.

Although the Compensation Committee will continue to consider tax implications as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions and retains the flexibility to provide compensation for the Company's named executive officers in a manner consistent with the goals of the Company's executive compensation program and the best interests of the Company and its stockholders, which may include providing for compensation that is not deductible by the Company due to the deduction limit under Section 162(m). The Compensation Committee also retains the flexibility to modify compensation that was initially intended to be exempt from the deduction limit under Section 162(m) if it determines that such modifications are consistent with the Company's business needs.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE AMENDED AND RESTATED 2004 EIP. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT'S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

Registration with the SEC

If the amendment and restatement described in this Proposal 2 is approved by our stockholders, we will file a Registration Statement on Form S-8 with the SEC with respect to the shares of our Common Stock to be registered pursuant to the 2004 EIP, as so amended and restated, as soon a reasonably practicable following stockholder approval.

 

PROPOSAL THREE

Approval of Amendment to the Company's Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock Available for Issuance by the Company from 163,000,000 to 326,000,000 Shares of Common Stock 

Proposal

On February 11, 2025, our Board of Directors approved the adoption of, and declared advisable to the Company and its stockholders, subject to stockholder approval, a proposed certificate of amendment to the Company's Amended and Restated Certificate of Incorporation substantially in the form attached as Appendix B hereto (the "Restated Certificate") to increase the number of authorized shares of Common Stock from 163,000,000 shares to 326,000,000 shares.

Purpose and Effect of the Proposal

Our Board of Directors believes it is in the best interest of the Company and its stockholders to increase the number of authorized shares of Common Stock to give the Company greater flexibility in considering and planning for future potential business needs. Having the additional authorized shares available is important to our continued efforts to pursue our strategic goals. Other than with respect to sales that may be made under the Sales Agreement with Jefferies LLC ("Jefferies") (described below) and the proposed increase in the aggregate number of shares of Common Stock that may be issued under the 2004 EIP, as amended and restated assuming Proposal 2 is approved by our stockholders, we have no definitive plan, arrangement, or understanding to issue the additional shares of Common Stock. The additional shares of Common Stock will be available for issuance by our Board of Directors for various corporate purposes, including but not limited to, grants under employee stock plans, financings, potential strategic transactions, including mergers, acquisitions, strategic partnerships, joint ventures, divestitures, business combinations, stock splits, stock dividends, as well as other general corporate transactions. If the authorization of an increase in the available Common Stock is postponed until the foregoing specific needs arise, the delay and expense incident to obtaining approval of the stockholders at that time could impair our ability to achieve the corporate purposes set forth above.

In addition to the broader rationale noted above, in February 2025, we entered into a Controlled Equity Offering Sales Agreement (the "Sales Agreement") with Jefferies, under which we may offer and sell, from time to time at our sole discretion, shares of the Common Stock having an aggregate offering price of up to $500.0 million through Jefferies, as sales agent. As of February 28, 2025, approximately $500 million of Common Stock remains available to be sold under the Sales Agreement.

In addition, as described in Proposal 2, our Board of Directors has approved, subject to stockholder approval at the Annual Meeting, an increase of 5,000,000 shares of Common Stock to be reserved for issuance under the 2004 EIP. A portion of the authorized share increase may be used for the reservation of such additional shares for issuance under the 2004 EIP.

The Restated Certificate currently authorizes the issuance of up to 163,000,000 shares of our Common Stock. As of February 28, 2025, 118,430,937 shares of Common Stock were outstanding. In addition, as of February 28, 2025, the Company had 12,075,329 shares of Common Stock subject to outstanding equity awards and 12,575,000 shares of Common Stock reserved for

issuance upon conversion of the Company's outstanding convertible notes. Accordingly, the Company had only 19,918,734 shares of common stock available for issuance out of the 163,000,000 shares of Common Stock currently authorized.

Our Board of Directors believes that the proposed increase in our authorized Common Stock will make sufficient shares available to provide the additional flexibility necessary to pursue our strategic objectives. Over the past several years, flexibility has allowed us to pursue financing transactions that were important to pursue our strategic objectives while at the same time enabling us to continue to provide the employee equity incentives that we view as necessary to attract and retain key employees. For example, in addition to our offerings under the Sales Agreement and under a similar previous agreement with Cantor Fitzgerald & Co., in May 2024, we issued approximately 11.3 million shares of Common Stock in an underwritten public offering for net proceeds of approximately $563.2 million and issued approximately 1.0 million shares of Common Stock in a concurrent private placement for gross proceeds of $50 million, in each case to fund (a) commercial launch readiness activities for aficamten, (b) continuing and expanding the development program for aficamten, (c) advancing our pipeline, and (d) research and general corporate purposes, including working capital. Unless our stockholders approve this proposal, we may not have sufficient unissued and unreserved authorized shares of Common Stock to engage in similar transactions in the future and to respond to compensatory needs by implementing new or revised equity compensation plans or arrangements, all of which could severely harm our business and our prospects.

If this proposal is approved, the additional authorized shares may be issued at the discretion of our Board of Directors without further stockholder action, except as may be required by law or the rules of Nasdaq. The adoption of the amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders. However, the issuance of shares of Common Stock, other than on a pro-rata basis to all stockholders, would reduce each stockholder's proportionate interest in the Company. The holders of any of the additional shares of Common Stock issued in the future would have the same rights and privileges as the holders of the shares of Common Stock currently authorized and outstanding. Those rights do not include preemptive rights with respect to the future issuance of any additional shares.

We have not proposed the increase in the number of authorized shares of Common Stock with the intention of using the additional authorized shares for anti-takeover purposes, but the Company would be able to use the additional shares to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company. For example, without further stockholder approval, our Board of Directors could sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor our current Board of Directors. Although this proposal to increase the authorized number of shares of Common Stock has been prompted by business and financial considerations and not by the threat of any known or threatened hostile takeover attempt, stockholders should be aware that approval of this proposal could facilitate future efforts by the Company to oppose changes in control of the Company and perpetuate the Company's management, including transactions in which the stockholders might otherwise receive a premium for their shares over then-current market prices.

If the amendment to the Restated Certificate is approved, as soon as practicable after the Annual Meeting, the Company will file the amendment to the Restated Certificate with the office of the Secretary of State of Delaware to reflect the increase in the authorized number of shares of our Common Stock. Upon approval and following such filing with the Secretary of State of Delaware, the amendment to the Restated Certificate will become effective on the date it is filed. Our Board of Directors reserves the right to abandon or delay the filing of the amendment to the Restated Certificate even if it is approved by the stockholders. A copy of the proposed amendment to the Restated Certificate is set forth in Appendix B to this proxy statement.

 

PROPOSAL FOUR

Ratification of the Appointment of

Ernst & Young LLP as our Independent Registered Public Accounting

Firm for the Fiscal Year Ending

December 31, 2025 

The Audit Committee of the Board of Directors (the "Audit Committee") has appointed Ernst & Young LLP ("E&Y") as our independent registered public accounting firm for the fiscal year ending December 31, 2025, and recommends that the stockholders vote for ratification of such appointment. Although action by stockholders is not required by law, our Board of Directors has determined that it is desirable to request ratification of this appointment by the stockholders. Notwithstanding the selection or ratification, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year, if the Audit Committee determines that such a change would be in our best interest.

We expect a representative of E&Y will be present at the Annual Meeting, will be afforded the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions. EY has served as our independent registered public accounting firm since March 21, 2018.

Independent Registered Public Accounting Firm Services and Fees

Current Principal Accountant Fees and Services

The following table summarizes E&Y fees incurred for 2024 and 2023.

Audit fees include fees for audit services primarily related to the integrated audit of our annual consolidated financial statements and our internal control over financial reporting as required by Section 404(b) of the Sarbanes-Oxley Act of 2002; the review of our quarterly and annual consolidated financial statements; comfort letters, consents and assistance with and review of documents relating to our securities offerings and other accounting and financial reporting consultation and research work billed as audit fees or necessary to comply with the standards of the Public Company Accounting Oversight Board ("PCAOB"). Tax fees include fees for R&D tax study work and tax compliance on employee tax matters. All Other Fees in 2023 included a software license fee associated with the EY Atlas tool. The Audit Committee pre-approved all services provided by EY and determined that the provision of services was compatible with maintaining auditor independence.

Pre-Approval Policies and Procedures

The Audit Committee has a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm, E&Y. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may also be given as part of the Audit Committee's approval of the scope of the engagement of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each service. The pre-approval of services may be delegated to one or more of the Audit Committee's members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

 

PROPOSAL FIVE

Advisory Proposal on Executive

Compensation 

The Compensation Committee has adopted a standing policy that we solicit a non-binding advisory vote on the compensation of our named executive officers, commonly referred to as a "say-on-pay vote," every year. In accordance with that policy, this year, we are again asking the stockholders to approve, on an advisory basis, the compensation our named executive officers as disclosed in this Proxy Statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall 2024 compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. The compensation of our named executive officers subject to the vote is disclosed in the Compensation Discussion and Analysis, the compensation tables, and the related narrative disclosure contained in this Proxy Statement. As discussed in those disclosures, we believe our compensation policies and decisions provide competitive and internally-equitable compensation and benefits that reflect Company performance, job complexity and strategic value of the position while seeking to ensure individual long-term retention and motivation and alignment with the long-term interests of our stockholders. We believe the compensation program for our executives has helped us retain a team capable of managing and enabling us to advance our research and development programs and our other corporate objectives.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. Accordingly, we are asking our stockholders to vote "FOR" the following resolution at the Annual Meeting:

"RESOLVED, that the Company's stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company's Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the related compensation tables and the narrative disclosure to those tables in the Proxy Statement."

The results of this advisory vote are not binding upon us. However, the Compensation Committee values the opinions expressed by stockholders in their vote, and will consider the outcome of the vote in deciding whether any actions are necessary to address concerns raised by the vote and when making future compensation decisions for named executive officers. The next scheduled "say on pay" vote will be at our 2026 annual meeting of stockholders.

 

Security Ownership of Certain Beneficial Owners and Management 

The following table sets forth certain information with respect to the beneficial ownership of Common Stock as of February 28, 2025 by:

The number and percentage of shares beneficially owned are based on the aggregate of 118,430,937 shares of Common Stock outstanding as of February 28, 2025, adjusted as required by the rules promulgated by the SEC.

* Represents beneficial ownership of less than 1% of the outstanding shares of Common Stock.

 

Board of Directors 

Our Board of Directors is composed of individuals whose knowledge, background, experience and judgment we believe to be valuable to us. The primary functions of our Board of Directors are to:

We do not have a formal diversity policy for selecting Board of Directors members. However, we believe it is important that the members of our Board of Directors collectively bring the experiences and skills appropriate to effectively carry out the Board of Directors' responsibilities both as our business exists today and as we plan to develop an organization capable of successfully conducting late-stage clinical development and commercialization of our products. We therefore seek as members of our Board of Directors individuals with a variety of perspectives and the expertise and ability to provide advice and oversight in one or more of these areas: accounting controls, business strategy, risk management, strategic partnering, financial strategies, legal and regulatory compliance and compensation and retention practices.

The following table sets forth the names of each member of our Board of Directors, their age, position, director class and committee membership as of February 28, 2025.

Director Skills, Experience and Background

Robert I. Blum was appointed as our President and Chief Executive Officer and as a member of our Board of Directors in January 2007. Previous to that appointment, Mr. Blum served as our President from February 2006 to January 2007. He served as our Executive Vice President, Corporate Development and Commercial Operations and Chief Business Officer from September 2004 to February 2006. From January 2004 to September 2004, he served as our Executive Vice President, Corporate Development and Finance and Chief Financial Officer. From October 2001 to December 2003, he served as our Senior Vice President, Corporate Development and Finance and Chief Financial Officer. From July 1998 to September 2001, Mr. Blum was our Vice President, Business Development. Prior to joining us in July 1998, he was Director, Marketing at COR Therapeutics, Inc. since 1996. From 1991 to 1996, he was Director, Business Development at COR Therapeutics. Prior to that, Mr. Blum performed roles of increasing responsibility in sales, marketing and other pharmaceutical business functions at Marion Laboratories, Inc. and Syntex Corporation. Mr. Blum served as Chairman of the Board of Directors of Gamida Cell Ltd. from September 2018 to March 2023. Mr. Blum received B.A. degrees in Human Biology and Economics from Stanford University and an M.B.A. from Harvard Business School.

John T. Henderson, M.B., Ch.B.has served as a member of our Board of Directors since February 2009 and as Chairman of our Board of Directors since April 2022. Since December 2000, Dr. Henderson has served as a consultant to the pharmaceutical industry as president of Futurepharm LLC. Dr. Henderson consulted for NeuroVia, Inc. as Chief Development Officer and was an executive officer of this privately held company until October 2018. Until his retirement in December 2000, Dr. Henderson was with Pfizer Inc. for over 25 years, most recently as a Vice President in the Pfizer Pharmaceuticals Group. Dr. Henderson previously held Vice Presidential level positions with Pfizer in Research and Development in Europe and later in Japan. He was also Vice President, Medical for Pfizer's Europe, U.S. and International Pharmaceuticals groups. Dr. Henderson has served on the Board of Directors of Myriad Genetics, Inc., a healthcare diagnostics company, from 2004 to December 2020, including as Chairman. Dr. Henderson earned his bachelor of science and medical degrees from the University of Edinburgh and is a Fellow of the Royal College of Physicians (Ed.) and the Faculty of Pharmaceutical Medicine.

Muna Bhanjihas served on our Board of Directors since February 2021. Ms. Bhanji's prior experience includes a 30+ year tenure at Merck, during which she held a number of senior leadership roles within the U.S. and Global commercial organizations. Most recently, through December 2020, she served as the Senior Vice President, Global Market Access & Policy with responsibility for enabling payer reimbursement and access for patients, for Merck's products around the world. Ms. Bhanji is the Founder and President of TIBA Global Access, a commercialization and market access strategy consultancy serving the biopharmaceutical industry. Ms. Bhanji has served on the Board of Directors of Ardelyx, Inc., Veracyte, Inc. and Lumanity (a private portfolio company of Arsenal Capital Partners) since 2021 and Intellia Therapeutics Inc. since May 2022. Ms. Bhanji also currently serves on the board of directors of CORUS International, an ensemble of faith-based organizations working at the intersection of poverty alleviation and healthcare, in the most underserved parts of the world. Ms. Bhanji has previously served on the Board of Directors of Possible Health, a Nepal based NGO, the Board of Directors of the Foundation of Managed Care Pharmacy, and chairing Merck's Supervisory Board in the Netherlands. Ms. Bhanji earned her Bachelor of Pharmacy degree from Rutgers School of Pharmacy and an M.B.A. from St. Joseph's University.

Robert A. Harrington, M.D.has served as a member of our Board of Directors since April 2022. Dr. Harrington is a cardiologist and serves as the Stephen and Suzanne Weiss Dean of Weill Cornell Medicine and Provost for Medical Affairs of Cornell University. Dr. Harrington was previously the Arthur L. Bloomfield Professor of Medicine and Chair of the Department of Medicine at Stanford University for more than 10 years. He was previously the Richard Sean Stack, MD Distinguished Professor and the Director of the Duke Clinical Research Institute (DCRI) at Duke University. Dr. Harrington has served as a member of the American College of Cardiology (ACC) Board of Trustees and is currently a member of the American Heart Association's (AHA) Board of Directors, its Science Advisory and Coordinating Committee, and as a past President (2019-2020). He served as the Chair for the AHA's Scientific Sessions in 2013 and 2014. He is an elected member of the Association of American Physicians (AAP) and the Association of University Cardiologists (AUC). In 2015, he was elected to membership in the National Academy of Medicine/Institute of Medicine. In 2016, he was named a Master of the American College of Cardiology. He was awarded the AHA's Clinical Research Prize in 2017 and AHA Council on Clinical Cardiology (CLCD) Distinguished Achievement Award in 2022. In 2022, Dr. Harrington was awarded the Stokes Medal from the Irish Cardiac Society. Dr. Harrington earned a B.A. in English at the College of the Holy Cross and an M.D. from Tufts University School of Medicine.

Edward M. Kaye, M.D.has served as a member of our Board of Directors since May 2016. Previously, Dr. Kaye served as the Chief Executive Officer of Stoke Therapeutics, Inc. from 2017 to March 2025 and remains a member of its Board of Directors. He also previously served as President and Chief Executive Officer of Sarepta Therapeutics, Inc. from September 2016 to June 2017, interim Chief Executive Officer from March 2015 to September 2016 and Chief Medical Officer from June 2011 to April 2017. He also served on the company's Board of Directors. Prior to joining Sarepta, Dr. Kaye was employed by Genzyme Corporation for ten years, holding various senior management positions, the most recent of which was Group Vice President of Clinical Development, in which he supervised clinical research in lysosomal storage disease programs and genetic neurological disorders. Dr. Kaye currently serves as a member of the Boards of Directors of the Massachusetts Biotechnology Council, Avidity Biosciences, Inc., and Stoke Therapeutics, Inc. He also currently serves as a member of the board of directors of Convergence Bio, a private company. Previously, Dr. Kaye served as Chief of Biochemical Genetics at Children's Hospital of Philadelphia and Associate Professor of Neurology and Pediatrics at the University of Pennsylvania School of Medicine. Dr. Kaye serves as a Neurological Consultant at the Children's Hospital of Boston and is on the editorial boards of a number of medical journals. He is also a member of several scientific advisory boards, including United Leukodystrophy Foundation, Spinal Muscular Atrophy Foundation, CureCMD, CureDuchenne and Prize4Life. Dr. Kaye received his medical education and pediatric training at Loyola University Stritch School of Medicine and University Hospital, child neurology training at Boston City Hospital, Boston University, and completed his training as a neurochemical research fellow at Bedford VA Hospital, Boston University.

Robert E. Landryhas served as a member of our Board of Directors since February 2025. Mr. Landry served as the Chief Financial Officer at Regeneron Pharmaceuticals from 2013 to 2024, where he was responsible for all financial operations, including investor relations, information technology, competitive intelligence, and global non-manufacturing facilities. During his tenure, he helped guide the company as it grew substantially in market capitalization and workforce, oversaw two public acquisitions, Checkmate Pharmaceuticals and Decibel Therapeutics, and established affiliates around the world. Prior to joining Regeneron Pharmaceuticals, Mr. Landry spent 25 years at Wyeth and Pfizer, Inc., where he held numerous corporate and operational roles, including Corporate Treasurer, Director of Pharmaceutical Marketing and Sales, Senior Vice President of Finance, and Chief Financial Officer of Wyeth Australia and New Zealand. Mr. Landry started his career at Coopers & Lybrand, now PricewaterhouseCoopers LLP. Mr. Landry was a Certified Public Accountant in New York and received a Bachelor of Business Administration from the University of Notre Dame.

B. Lynne Parshall, Esq.has served as a member of our Board of Directors since February 2013. She currently serves as a member of the Board of Directors of Ionis Pharmaceuticals, Inc. and Foghorn Therapeutics Inc. Ms. Parshall was employed at Ionis from 1991 to 2017 where she held various positions of increasing responsibility. Prior to joining Ionis, she was a partner at the law firm of Cooley LLP. Ms. Parshall has served on the Board of Directors of Repetoir Immune Medicines, Inc., a private life sciences company, since December 2021, Ring Therapeutics, a private life sciences company, since March 2022 and Foghorn Therapeutics since August 2022 and each of Alltrna and Celdeara Medical, both private companies, since 2023. Ms. Parshall served as a member of the Board of Directors of Akcea Therapeutics Inc. from 2015 to October 2020. Ms. Parshall is a member of the Licensing Executives Society and a member of the American, California and San Diego bar associations. She holds a J.D. from Stanford Law School and a B.A. from Harvard University.

Wendell Wierenga, Ph.D.has served as a member of our Board of Directors since February 2011. From June 2011 to January 2014, Dr. Wierenga served as Executive Vice President, Research and Development, at Santarus, Inc., acquired by Salix Inc., which was subsequently acquired by Valeant Pharmaceuticals International, Inc. From 2006 to 2011, he served as Executive Vice President, Research and Development, at Ambit Biosciences Corporation. From 2003 to 2006, he served as Executive Vice President of Research and Development at Neurocrine Biosciences, Inc. From 2000 to 2003, Dr. Wierenga served as Chief Executive Officer of Syrrx, Inc. (now part of Takeda Pharmaceutical Company). From 1990 to 2000, he was Senior Vice President of Worldwide Pharmaceutical Sciences, Technologies and Development at Parke-Davis/Warner Lambert (now Pfizer, Inc.). Prior to that, Dr. Wierenga spent 16 years at Upjohn Pharmaceuticals in research and drug discovery roles, most recently as Executive Director of Discovery Research. Dr. Wierenga has served on the Board of Directors of Crinetics Pharmaceuticals since 2014 and Dermata Therapeutics since September 2016. He also served on the Board of Directors of Onyx Pharmaceuticals, Inc. from 1996 to 2013, XenoPort, Inc. from 2001 to August 2016, Ocera Therapeutics, Inc. from December 2013 to December 2018, Anacor Pharmaceuticals, Inc. from September 2014 to July 2016, Apricus Biosciences, Inc. from March 2014 to December 2018, Concert Pharmaceuticals, Inc. from March 2014 to June 2019 and Patara Pharma, Inc. from 2015 to November 2018. Dr. Wierenga holds a B.A. from Hope College and a Ph.D. in Chemistry from Stanford University.

Nancy J. Wysenskihas served as a member of our Board of Directors since November 2020. Ms. Wysenski served as the Executive Vice President and Chief Commercial Officer of Vertex Pharmaceuticals Inc. from December 2009 through June 2012. Prior to joining Vertex, Ms. Wysenski held the position of Chief Operating Officer of Endo Pharmaceuticals plc, where she led sales, marketing, commercial operations, supply chain management, human resources and various business development initiatives. Prior to her role at Endo, Ms. Wysenski participated in the establishment of EMD Pharmaceuticals, Inc., where she held various leadership positions, including the role of President and Chief Executive Officer from 2001 to 2006 and Vice President of Commercial from 1999 to 2001. From 1984 to 1998, Ms. Wysenski held several sales-focused roles at major pharmaceutical companies, including Vice President of Field Sales for Astra Merck, Inc. She was previously on the Boards of Directors of Dova Pharmaceuticals, Inc. from 2018 to 2019, Tetraphase Pharmaceuticals from 2014 to July 2020, Reata Pharmaceuticals, Inc., and Inovio Pharmaceuticals, Inc. from 2015 to 2017 and Provention Bio, Inc. from 2020 to 2023 and Alkermes Pharmaceuticals, plc from 2013 to 2023. She is a founder of the Research Triangle Park Chapter of the Healthcare Businesswomen's Association and served on the National Advisory Board of the Healthcare Businesswomen's Association. She served two terms on the Board of Trustees for North Carolina Central University.

Summary of Director Core Experiences and Skills

Our Board of Directors consists of a talented group of highly qualified leaders in their respective fields. Our directors have a wide array of experience ranging from relevant experience as members of senior leadership at large pharmaceutical companies to significant and peer recognized scientific experience to support our specific drug development programs. Our Board of Directors and the Nominating and Governance Committee of our Board of Directors (the "Governance Committee") believe the skills, qualities, attributes, and experience of our directors provide us with the competency and skills to effectively address our evolving needs and to represent the best interests of our stockholders.

Board of Directors Functional Expertise

 

Board of Directors Leadership Structure

The Board of Directors may select, at its discretion, a Chairman. The Board of Directors' current policy is that the roles of the Chairman of the Board of Directors and CEO should be held by different individuals, except in unusual circumstances as determined by the Board of Directors. In cases where the Board of Directors determines it is in the best interests of the Company's stockholders to combine the positions of Chairman and CEO or to otherwise designate a Chairman who is not an independent director, the Board of Directors shall appoint a lead independent director. The Board of Directors believes that its current leadership structure, with Mr. Blum serving as CEO and Dr. Henderson serving as Chairman, is appropriate for us at this time. Both leaders are actively engaged in significant matters affecting us, such as our long-term strategy. The CEO has overall responsibility for all aspects of our operations, while the Chairman has a greater focus on governance, including oversight of the Board of Directors. We believe this balance of shared leadership between the two positions is a strength for us.

Stockholder Engagement

Our Board of Directors is committed to an open dialogue with our stockholders regarding our corporate governance practices. In 2024, we met with stockholders holding approximately 55% of outstanding Common Stock, and contacted stockholders holding approximately 65%. These meetings provided our Board of Directors with useful feedback regarding the governance and compensation practices of our Company and how they would evaluate proposals to increase our shares of authorized common stock and the number of shares available for grant under our equity incentive plan. We plan to continue our outreach to stockholders in a systematic manner every year in advance of the preparation of our proxy statements for upcoming annual meetings of stockholders. Director

Director Over-boarding: A number of our stockholders have expressed a concern regarding directors serving on the board of directors of too many public companies. Our Board of Directors believes that each of our directors has demonstrated the ability to

devote sufficient time and attention to their duties and to otherwise fulfill the responsibilities required of members of our Board of Directors. Prior to his resignation as Chief Executive Officer of Stoke Therapeutics in March 2025, certain institutional investors and proxy advisory firms had considered Dr. Kaye to be serving on too many public company boards of directors. At our 2023 Annual Meeting of Stockholders, although Dr. Kaye was re-elected to the Board with a greater than a majority of votes cast, approximately 38% of votes cast for his re-election were withheld. In response to the withhold vote on Dr. Kaye's election, our Board of Directors amended its Corporate Governance Guidelines to prohibit members of our Board of Directors from serving on more than five public company boards of directors generally, provided that if a member of our Board of Directors is also the chief executive officer of a public company, then such director is prohibited from serving on more than three public company boards of directors. Our Board of Directors believes this amendment to our Corporate Governance Guidelines is appropriate in the circumstances and that imposing specific limits on board seats is responsive to the vote on Dr. Kaye's election at our 2023 Annual Meeting of Stockholders. As a result of Dr. Kaye's resignation as Chief Executive Officer of Stoke Therapeutics in March 2025, we believe that any previously expressed concerns have now been resolved.

Classified Board Structure: Our Restated Certificate classifies our Board of Directors into three classes of directors with staggered three-year terms. A number of our stockholders have asked whether we intend to eliminate this structure in favor of annual elections of all directors. Our Board of Directors and the Governance Committee have given thoughtful consideration to the maintenance of a classified board structure and currently believe that it is in the best interests of stockholders to maintain that structure. As the Company continues to mature, and with the potential launch of its first commercial drug product, our Board of Directors and Governance Committee are committed to periodically re-evaluating whether maintaining a classified board structure remains in the best interests of stockholders.

Performance Stock Units as Executive Compensation: Our stockholders have communicated their desire to see the Company utilize performance-based equity compensation as part of long-term executive compensation. Our Compensation Committee agreed with this feedback and granted PSUs to our named executive officers in 2024 to incentivize the achievement of specific high-value milestones. For further information on our 2024 PSU program, please refer to the Compensation, Discussion & Analysis section of this Proxy Statement. Although our Compensation Committee implemented a PSU program in 2024, we may not grant PSUs every year. We anticipate considering the adoption of more customary PSU performance conditions for commercial stage companies in our industry once the Company has sufficient commercial experience in 2026 or later.

Board of Directors Role in Risk Oversight

The role of our Board of Directors is to oversee the CEO and other senior management in the competent, lawful and ethical operation of the Company, including management's establishment and implementation of appropriate practices and policies with respect to areas of potentially significant risk to us. Management routinely reports to the Board of Directors regarding potential areas of significant risk. These reports include discussions of current and new areas of potential operational, legal or financial risk and status reports on risk mitigation programs undertaken by us. The Board of Directors as a whole is responsible for such risk oversight but administers certain of its risk oversight functions through its committees, such as the Audit Committee, the Compensation Committee, the Governance Committee and the Compliance Committee of the Board of Directors (the "Compliance Committee").

The Audit Committee is responsible for the oversight of our accounting and financial reporting processes, including our internal control systems. In addition, the Audit Committee oversees and reviews our financially related risk management practices, including our investment policy, and cybersecurity and related policies.

As part of the of the Compensation Committee's risk oversight function, it considers whether our compensation policies and practices for our employees create risks that are reasonably likely to have a material adverse effect on us. In conducting this evaluation, the Compensation Committee has reviewed our current practices and procedures for awarding cash and equity compensation to employees through the annual performance review process, particularly as such practices and procedures apply to the establishment of the goals that are taken into consideration in the payment of bonuses. The Compensation Committee has determined that these practices do not encourage inappropriate risk-taking. In particular, because we are a development-stage company with no commercial sales, the Compensation Committee has concluded that our employees are not incentivized to take inappropriate risks to meet short-term goals. Further, the Compensation Committee believes that there is sufficient Board of Director oversight of our processes for compensation determinations to avoid the establishment of incentives that are materially adverse to our interests. Accordingly, the Compensation Committee has determined that our compensation policies at this time do not create risks that are reasonably likely to have a material adverse effect on us.

The Governance Committee oversees the risks associated with our corporate governance and operating practices, including those relating to the composition of our Board of Directors, the structure and function of our Board of Directors committees and meeting logistics and policies. The Governance Committee regularly reviews issues and developments relating to corporate governance and formulates and recommends corporate governance standards to the Board of Directors.

The Compliance Committee oversees risks and activities in the area of compliance with applicable laws and regulations, including healthcare laws, data privacy laws, and good pharmaceutical practices, that may impact our business operations or public image, in light of the applicable legal and regulatory requirements, government and industry standards, as well as business trends and public policy considerations. As part of the Compliance Committee's risk oversight function, it assesses our compliance program and meets separately with our Chief Compliance Officer at each of its meetings.

Independence of Directors

The Board of Directors has affirmatively determined that each of our current directors is independent as defined under the Nasdaq Listing Rules and applicable regulations and provisions under the Exchange Act, except for Mr. Blum, our President and Chief Executive Officer, who is not independent by virtue of his employment with us. In making this determination, the Board of Directors found that none of these directors or nominees for director had a material or other disqualifying relationship with the Company. In addition, in 2024 the Board of Directors affirmatively determined that each of Santo J. Costa and Sandford D. Smith, who each served as directors for a portion of 2024, was independent as defined under the Nasdaq Listing Rules and applicable regulations and provisions under the Exchange Act.

Board of Directors' Role in CEO and Executive Succession

At least annually, our Board of Directors and the Compensation Committee review the company's succession plans for the CEO and other key senior leadership positions. The independent directors also meet without the CEO to discuss CEO succession planning. During these reviews, the CEO and directors discuss: skill sets needed by the CEO given the Company's stage of development, and future candidates for the CEO and other senior leadership positions; succession timing; and development plans for potential candidates. The independent directors and the CEO maintain a confidential plan for the timely and efficient transfer of the CEO's responsibilities in the event of an emergency or his sudden departure, incapacitation, or death. Management ensures that the directors have multiple opportunities to interact with the Company's top leadership talent in both formal and informal settings to allow them to most effectively assess the candidates' qualifications and capabilities.

Director Commitments

Our Board of Directors believes all directors should have the ability to dedicate sufficient time and attention to devote to board duties and to otherwise fulfill the responsibilities required of directors. In assessing whether directors and nominees for director have sufficient time and attention to devote to board duties, the Governance Committee considers, among other things, whether directors may be "overboarded," which refers to the situation where a director serves on an excessive number of public company boards. In February 2024, our Board of Directors adopted as part of our Corporate Governance Guidelines a policy that members of our Board of Directors may not serve on more than five boards of directors of public companies (including our Board of Directors), and that directors who are the chief executive officer of another public company may not serve on more than three boards of directors of public companies (including our Board of Directors). Our Corporate Governance Guidelines also require that directors inform the Chair of the Governance Committee and our CEO prior to accepting an invitation to serve on any additional corporate boards.

Our Board of Directors believes each of our directors, including all of our current director nominees, has demonstrated the ability to devote sufficient time and attention to board duties and to otherwise fulfill the responsibilities required of directors.

Attendance of Board and Committee Meetings

Our Board of Directors held ten meetings during the last fiscal year. Each of the directors serving during the last fiscal year attended at least 75% of the aggregate number of meetings of the Board of Directors and the committees of the Board of Directors upon which such director served during his or her tenure.

We do not have formal policies regarding attendance by members of the Board of Directors at our annual meetings of stockholders. All ten of the Company's then ten directors attended the 2024 annual meeting of stockholders.

Board Committees

The Board of Directors has a standing Audit Committee, Compensation Committee, Governance Committee, Compliance Committee, Science and Technology Committee and Transactions Committee, and established written charters for each of these committees. All members of these committees are independent as currently defined by Nasdaq Listing Rules and applicable regulations and provisions under the Exchange Act. Charters for these committees are on our website cytokinetics.comin Corporate Governance under the Investors & Media tab.Other than the copies of our historical SEC filings, the information found on our website is not part of this or any other report filed with or furnished to the SEC.

Audit Committee.The Audit Committee consists of directors Ms. Parshall (Chair), Dr. Kaye, Dr. Henderson and Mr. Landry. All members of the Audit Committee are independent (as independence is currently defined in Rule 5605(c)(2) of the Nasdaq Listing Rules and Rule 10A-3(b)(1) under the Exchange Act). The Board of Directors determined that each of Ms. Parshall and Mr. Landry is an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, based on their professional experience as described above.

The Audit Committee reviews our critical accounting policies and practices, consults with and reviews the services provided by our independent registered public accounting firm and selects our independent registered public accounting firm.

The Audit Committee held five meetings during fiscal year 2024.

Report of the Audit Committee of the Board of Directors

The material in this report is not "soliciting material" is not deemed "filed" with the Commission and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the "Securities Act") 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, 2024 with management of the Company. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent accountants' communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the accounting firm's independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 for filing with the SEC.

Respectfully submitted,

Members of the Audit Committee

B. Lynne Parshall, Esq., Chair

John T. Henderson, M.B., Ch.B.

Edward M. Kaye, M.D.

Robert E. Landry

Compensation and Talent Committee.The Compensation Committee consists of directors Ms. Wysenski (Chair), Dr. Wierenga and Dr. Kaye. All members of the Compensation Committee are independent (as independence is currently defined in Rule 5605(d)(2) of the Nasdaq Listing Rules and Rule 10C-1(b)(1) under the Exchange Act).

The Compensation Committee reviews and approves the salaries and incentive compensation of our executive officers and oversees our stock plans and employee benefit plans, as well as reviewing and recommending to the Board of Directors approval of modifications to the plans. The Compensation Committee, in consultation with the third-party independent compensation consultant and discussion with management, forms its own recommendations for all executive compensation (base salary, bonus, equity and other benefits) and director compensation. All new hire stock option grants to employees, including our executive officers, are

approved by the Compensation Committee. In addition, the Compensation Committee approves the annual stock option and restricted stock unit ("RSU") awards for all employees as part of the annual performance review process. The Compensation Committee may engage the services of third-party professional compensation consulting firms to assist in benchmarking data from competitive peer group companies.

Further discussion of the role and function of our Compensation Committee can be found in the section below entitled "Compensation Discussion and Analysis."

The Compensation Committee held eight meetings during fiscal year 2024.

Nominating and Governance Committee.The Governance Committee consists of directors Dr. Henderson (Chair), Ms. Bhanji, Dr. Harrington, and Dr. Wierenga. All members of the Governance Committee are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq Listing Rules).

The Governance Committee assists our Board of Directors in identifying qualified persons to serve as directors, evaluates all proposed director nominees, recommends committee chairs and members, and recommends approved candidates to the Board of Directors for appointment or re-nomination to Company stockholders. The Governance Committee also regularly reviews issues and developments relating to corporate governance, has primary responsibility for overseeing Environmental, Social and Governance ("ESG") matters and formulates and recommends corporate governance standards to our Board of Directors. If there is a change in a director's employment, the Governance Committee evaluates and makes a recommendation to our Board of Directors as to whether it would be appropriate to request that the director resign. The Governance Committee has not established minimum qualifications for proposed director nominees.

The Governance Committee has used and may use in the future search firms to assist in the identification and evaluation of qualified candidates to join our Board of Directors.

The Governance Committee held nine meetings during fiscal year 2024.

Consideration of Stockholder Nominations to the Board

To date, the Governance Committee has not established a policy for considering candidates for director recommended by our stockholders and will consider director candidates recommended by stockholders on a case-by-case basis, as appropriate. Because those candidates recommended by stockholders will receive substantially the same consideration that candidates recommended by members of the Board of Directors receive, our Board of Directors believes that it is appropriate for us to not have a formal policy for considering such candidates at this time. Shareholders wishing to recommend individuals for consideration by the Governance Committee may do so by delivering a written recommendation to our Company Secretary at Cytokinetics, Incorporated, 350 Oyster Point Blvd., South San Francisco, California 94080 with the candidate's name, biographical data and qualifications and a document indicating the candidate's willingness to serve if elected. As indicated above, the Governance Committee does not intend to alter the manner in which it evaluates candidates based on whether the candidate was recommended by a stockholder or not. Please also note that stockholders may also nominate candidates for director in accordance with the advance notice and other procedures contained in our bylaws.

Science and Technology Committee.The Science and Technology Committee of the Board of Directors (the "Science and Technology Committee") consists of directors Dr. Wierenga (Chair), Dr. Harrington, Dr. Henderson, and Dr. Kaye.

The Science and Technology Committee provides guidance to management and our Board of Directors on emerging trends in healthcare, discovery research and clinical development and reviews and advises management and the Board of Directors on the overall strategic direction and investment in our research, development and technology programs. The Science and Technology Committee regularly reviews research programs and progress against goals, assesses the capabilities of key scientific and medical personnel and the depth and breadth of the scientific resources available to us, as well as reviewing and advising on regulatory strategy.

The Science and Technology Committee held four meetings during fiscal year 2024.

Compliance Committee.The Compliance Committee consists of directors Ms. Bhanji (Chair), Ms. Wysenski, and Ms. Parshall.

The Compliance Committee advises and assists our Board of Directors in overseeing risks and activities in the area of compliance and the identification and evaluation of our principal legal compliance risks except those matters set forth in the Audit Committee's charter. The Compliance Committee oversees our activities in the area of compliance with applicable laws and regulations, including healthcare laws, data privacy laws, and good pharmaceutical practices, that may impact our business operations or public image, in light of the applicable legal and regulatory requirements, government and industry standards, as well as business trends and public policy considerations. As part of the Compliance Committee's risk oversight function, it assesses our compliance program and meets separately with our Chief Compliance Officer at each of its meetings.

The Compliance Committee held four meetings during fiscal year 2024.

Transactions Committee.The Transactions Committee consists of directors Ms. Parshall (Chair), Ms. Wysenski, Dr. Kaye, Ms. Bhanji and Dr. Henderson.

The Transactions Committee advises and assists our Board of Directors in reviewing, evaluating and assessing the advisability of the Company's entry into business transactions that are material or otherwise significant to the Company or its stockholders, including material asset and business acquisitions, debt and equity financing transactions, material licensing transactions involving the Company or any third party's intellectual property, business collaborations, joint ventures, partnerships, and any other transaction being proposed or evaluated by management and/or third parties, including public tender offers, mergers & acquisitions and other transactions that, if consummated, would result in a change in control of the Company, as well as to oversee certain corporate finance matters relating to the Company.

The Transactions Committee was created by our Board of Directors as a standing committee in November 2024. The Transactions Committee held one meeting in 2024.

Insider Trading Policies and Procedures

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other disposition of our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq Listing Rules. A copy of our insider trading policy has been filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2024. We do not have a formal policy governing the purchase, sale, and/or other disposition of our securities by Cytokinetics itself. We have not adopted such a policy because we have not engaged, and do not plan to engage in the foreseeable future, any share buy-back activities. From time to time, we sell securities by way of public offerings of securities, and at-the-market sales of securities, which occur only after the public disclosure of material non-public information.

Corporate Responsibility

We recognize the importance of ESG initiatives as they relate to our business strategy and risk assessment. In March 2023, we issued our inaugural corporate responsibility report in which we identified the corporate responsibility initiatives that we believe are most important to our business and have issued additional reports on an annual basis ever since. Our latest corporate responsibility report was issued in March 2025.

As a research and development focused biotechnology company, we have a relatively small environmental footprint and focus on improving awareness and integrating sustainable practices into our daily operations. Our corporate responsibility report includes a report on our greenhouse gas emissions.

Our 2025 Corporate Responsibility Report is available on our website and contains more detailed information regarding our ESG initiatives. Our 2025 Corporate Responsibility Report is not "soliciting material" and information found on, or accessible through, our website, including our 2025 Corporate Responsibility Report, is not a part of, and is not incorporated into, this Proxy Statement, and you should not consider it part of this this Proxy Statement.

Communicating with the Board of Directors

We do not have a formal policy regarding stockholder communication with the Board of Directors. Our stockholders may communicate directly with the Board of Directors in writing, addressed to:

Board of Directors

c/o John O. Faurescu, Esq., Corporate Secretary

Cytokinetics, Incorporated

350 Oyster Point Blvd.

South San Francisco, California 94080

or by email to: investor@cytokinetics.com

The Secretary will review each stockholder communication. The Secretary will forward to the Chairman of the Board of Directors or to the entire Board of Directors as he may determine is advisable (or to members of a Board of Directors' committee, if the communication relates to a subject matter clearly within that committee's area of responsibility) each communication that relates to our business or governance if the communication: (i) is not offensive, (ii) is legible in form and reasonably understandable in content, and (iii) is not merely related to a personal grievance against us or an individual or the purpose of which is to further a personal interest not shared by the other stockholders generally. Stockholders who would like their submissions directed to an individual member of the Board of Directors may so specify, and the communication will be forwarded, as appropriate.

 

Executive Officer 

The following table sets forth the names of our executive officers and their ages and positions with us as of March 31, 2025.

Executive Officer Skills, Experience and Background

Robert I. Blum'sbiography is set forth under "Board of Directors" above.

Andrew M. Calloshas served as our Executive Vice President, Chief Commercial Officer since March 2021. Prior to joining Cytokinetics, Andrew was at Pfizer and Wyeth Pharmaceuticals for over 20 years with roles of increasing responsibility overseeing US and International pharmaceutical franchises, most recently as Regional President and General Manager North America, Upjohn Business Unit at Pfizer. Prior to this role and during his 11+ years at Pfizer, he held several leadership positions including Vice President U.S. Cardiology & Metabolic Marketing where he led the commercialization of Eliquis in the U.S., Vice President and Head of Inflammation Marketing Europe and Vice President Global Commercial Development Rare Disease. Prior to Pfizer, Mr. Callos spent over 10 years at Wyeth Pharmaceuticals in various roles within Business Planning & Analysis, ultimately serving as AVP Marketing across several products. Mr. Callos started the first seven years of his career as Consulting Manager at Accenture. Mr. Callos holds a B.S. in Commerce and Engineering from Drexel University.

Fady I. Malik, M.D., Ph.D.has served as our Executive Vice President of Research and Development since November 2015. Dr. Malik served as our Senior Vice President of Research and Development from August 2014 to November 2015. Dr. Malik served as our Senior Vice President of Research and Early Development from June 2012 to August 2014. He has been with Cytokinetics since our inception in 1998, serving in a variety of roles, including Vice President, Biology from March 2008 to June 2012, all focused towards building our cardiovascular and muscle programs. Since 2000, Dr. Malik has held an appointment in the Cardiology Division of the University of California, San Francisco, where he is currently a Clinical Professor. He was also a practicing Interventional Cardiologist at the San Francisco Veterans Administration Medical Center for over 18 years. Since March 2022, Dr. Malik has served on the Board of Directors of Rocket Pharmaceuticals, Inc. Dr. Malik received a B.S. from the University of California at Berkeley, a Ph.D. from the University of California at San Francisco and his M.D. from the University of California at San Francisco.

Sung H. Leehas served as our Executive Vice President and Chief Financial Officer since May 2024. Previously, Mr. Lee served as the Chief Financial Officer of Vir Biotechnology, Inc., an immunology company from March 2023 to May 2024, and from February 2021 to March 2023, he served as Chief Financial Officer and Management Board member of MorphoSys AG, a biopharmaceutical company. Prior to that, from October 2019 to February 2021, he served as the Executive Vice President and Chief Financial Officer of Sangamo Therapeutics, Inc., a biotechnology company. From December 2005 to October 2019, Mr. Lee served in various roles at Gilead Sciences, Inc., a biopharmaceutical company, most recently as Senior Vice President, Financial Planning & Analysis and Investor Relations from March 2019 to October 2019. Previously, Mr. Lee served as Vice President of Financial Planning & Analysis and Investor Relations from September 2018 to February 2019, Vice President of Investor Relations from June 2016 to August 2018 and Senior Director, Investor Relations from 2013 to May 2016. From 2010 to 2013, Mr. Lee was the Head of Europe Financial Planning & Analysis and prior to that served as the Head of Research & Development Financial Planning & Analysis from 2006 to 2010. Mr. Lee received a B.A. from the University of California, Irvine and an M.B.T. from the University of Southern California.

 

Executive Compensation 

Compensation Discussion and Analysis

This Compensation Discussion and Analysis explains our compensation philosophy, policies and practices for 2024 for the following individuals, who we refer to as our "named executive officers":

Mr. Blum is our Principal Executive Officer ("PEO"). Mr. Lee is our Principal Financial Officer ("PFO").

Mr. Jaw has been included as named executive officer pursuant to Item 402(a)(3)(ii) of Regulation S-K as an individual who served as the Company's principal financial officer during the last completed fiscal year. Mr. Jaw left the Company in February 2024.

Mr. Pletcher resigned his employment in March 2025.

Overview of Compensation Program

We design our executive compensation program to provide a competitive compensation package that focuses on corporate and individual performance, a balance of short and long-term results, while maximizing retention.

The highlights of our 2024 executive compensation program include:

We have a standing policy to hold an advisory vote on executive compensation every year. At our 2024 annual meeting of stockholders, approximately 96% of the shares voted in favor of our advisory proposal on executive compensation. The Compensation Committee believes this vote affirms our stockholders' support for our compensation practices. Nevertheless, our Compensation Committee took steps to preemptively adopt changes in policies to align with practices that are increasingly expected by stockholders, including the granting of equity awards based on target values in dollars as opposed to fixed nominal unit awards.

We have implemented many compensation best practices, as follows:

Compensation Philosophy and Objectives

The Compensation Committee works to structure our executive compensation program to reward achievement of our business goals, align the executive officers' interests with those of our stockholders and encourage our executives to build a sustainable biopharmaceutical company. The Compensation Committee seeks to ensure that we maintain our ability to attract and retain superior executives in key positions by providing them compensation that is competitive relative to the compensation paid to similarly situated executives in a defined group of peer companies (the "Peer Companies" as set forth below) and the broader marketplace from which we recruit and compete for talent. The Compensation Committee ensures that the total compensation paid to our executive officers is fair, reasonable, competitive and reflective of their performance and contributions toward corporate goals and objectives. To meet these objectives, we provide base salary, annual cash bonuses based on goal achievement and other factors considered by the Compensation Committee, equity awards, broad-based employee benefits with limited perquisites and severance benefits upon a potential loss of position in connection with a change in control or if terminated without cause or for executive resignations for good reason.

In determining the amount and form of these compensation elements, the Compensation Committee considers a number of factors, including:

Role of the Compensation and Talent Committee

The Compensation Committee is generally responsible for reviewing, modifying, approving and otherwise overseeing the officer compensation policies and practices, including the administration of our equity plans and employee benefit plans applicable to all our employees. As part of its responsibilities, the Compensation Committee establishes and implements compensation decisions for our named executive officers and evaluates the success of those decisions in supporting our compensation philosophy for our named executive officers. The Compensation Committee reports its decisions regarding executive compensation matters to our Board of Directors.

As part of its deliberations, in any given year, the Compensation Committee may review and consider materials such as Company financial reports, financial projections, operational data and stock performance data. The Compensation Committee also reviews information such as total compensation that may become payable in various hypothetical scenarios, executive stock ownership information, analyses of historical executive compensation levels and current Company-wide compensation levels and benchmarking data provided by the independent compensation consultants, Aon Human Capital Solutions practice, a division of Aon plc ("Aon") (formerly known as "Radford"). The Compensation Committee also consults directly with Aon and our CEO. While the Committee took into consideration the data and information provided by Aon when making executive compensation decisions, ultimately, the Committee made its own independent decisions about executive compensation matters.

Role of the Independent Compensation Consultant

The Compensation Committee retained Aon as its independent compensation consultant for compensation decisions for 2024. The Compensation Committee assessed Aon's independence and concluded that no conflict of interest existed that would prevent Aon from independently advising the Compensation Committee. The Compensation Committee intends to continue to assess the independence of any of our compensation advisors, consistent with applicable Nasdaq Listing Rules and rules and regulations under the Exchange Act.

While we pay for Aon's services, the Compensation Committee has the authority to engage and terminate Aon's services. Our management provides historical data, reviews reports for accuracy and interacts directly with Aon.

For 2024, Aon provided the following services to the Compensation Committee:

Aon did not provide any other executive compensation services to us in 2024. We separately engaged Aon to provide our management with survey data and advice regarding compensation and equity awards for our broader employee base. The total fees payable to Aon in 2024 for services other than those related to executive and director compensation were less than $120,000. The Compensation Committee approved the engagement of, and fees payable to, Aon for these other services, and determined that these other services did not constitute a conflict of interest or prevent Aon from objectively performing its work for the Compensation Committee.

Role of Executive Officers in Compensation Decisions

For compensation decisions in 2024, our CEO aided the Compensation Committee by providing recommendations regarding the compensation of the named executive officers other than himself. Each of those named executive officers participated in an annual performance review with our CEO to provide input about his or her contributions to our goals and objectives in 2024, which guided, along with other factors, 2024 compensation actions. Our CEO participated in a review process, with respect to his own performance, with the Chairman of the Board of Directors. The Compensation Committee assessed the recommendations of our CEO (and, with respect to our CEO, the recommendations of the Chairman of the Board of Directors at the time) in the context of each named executive officer's performance. No named executive officer participated directly in the Compensation Committee's final determinations regarding the amount of any component of their own 2024 compensation.

Our Human Resources, Finance and Legal departments work with our CEO to design and develop compensation programs for our named executive officers, to recommend changes to existing compensation programs, to establish corporate and individual performance goals, to prepare and/or review peer data comparisons and other Compensation Committee briefing materials and ultimately to implement the Compensation Committee's decisions. Our Senior Vice President, Human Resources and our CEO meet separately with Aon to convey information on proposals that management may make to the Compensation Committee, as well as to assist Aon in collecting information about us to perform its duties for the Compensation Committee.

Benchmarking

The Compensation Committee believes it is important when making its compensation-related decisions to be informed as to current compensation practices of comparable publicly held companies in the life sciences industry. The Compensation Committee engaged Aon to analyze the executive compensation practices of a number of comparable publicly held companies in the life sciences industry. The Compensation Committee, in consultation with Aon, reviews and adjusts the list of Peer Companies annually to ensure that the list provides a current and useful comparison of companies for use as a means of comparing our executive compensation levels relative to the market. Companies are evaluated and adjusted as appropriate for inclusion in these analyses based on business characteristics similar to ours. Potential companies are selected based on criteria that include business model, stage of development, market capitalization, years since its initial public offering, employee headcount, research and development expenditures, cash reserves and revenue.

When the 2023 peer group was established in November 2022, the Company's market capitalization was approximately $3 billion and headcount was less than 400 employees. Accordingly, in January 2024, the Compensation Committee, in consultation with its independent consultation consultant, made meaningful changes to the peer group selection criteria and resulting peer companies to account for the advancement of the Company's clinical assets, significant growth in the Company's market capitalization relative to the prior year, and meaningful year-over-year increase in headcount. The Compensation Committee approved the following Peer Companies for use in making compensation decisions in 2024:

At the time of this determination, these companies each had a market capitalization generally between $3.0 billion and $12.5 billion, had an employee head count greater than 100 but less than 1300, annual revenues of less than $1.7 billion and were generally at a comparable stage to us in the development of their lead drug candidate. The Compensation Committee determined that the foregoing selection criteria were appropriate for selecting the Peer Companies for 2024 because at such time, we were a late-stage biopharmaceutical company with a market capitalization of approximately $8 billion and approximately 500 employees, which placed us within the range of these Peer Companies.

Aon prepared an analysis of the compensation levels and practices of the Peer Companies as reported in their proxy statements and offered additional analysis based on the compensation practices of a comparable group of life science companies (a subset of what is included in the broader Aon Global Life Sciences Survey).

The Compensation Committee reviewed the cash and equity components from these analyses in setting a total compensation package for each executive officer as well as reviewing each executive officer's past and anticipated contributions to the Company, current compensation package, compensation market trends for competitive positions, overall performance and retention risks. The Compensation Committee believes considering this benchmark information to be important in compensation-related decisions and uses it as a reference point in formulating decisions. Other factors, such as economic conditions and internal pay equity may play a role with respect to the compensation offered to an executive in any given year.

The Compensation Committee aims to provide target total cash and long-term equity compensation at or around the median of the compensation paid to similarly situated executives employed by the Peer Companies for target level performance, with compensation above this level possible for exceptional performance. To achieve this positioning for target levels of compensation, the Compensation Committee generally sets the various compensation elements as follows:

Compensation Components

Base Salary.We provide base salary as the fixed source of compensation for our executive officers for the services they provide to us during the year and to balance the impact of having the bulk of the remainder of their compensation "at risk" in the form of annual cash bonuses and equity-based incentive compensation. The Compensation Committee recognizes the importance of base salaries as an element of compensation that helps to attract and retain talented executives.

Non-Equity Incentive Plan.We structured our NEIP to provide incentives for our named executive officers to achieve our annual corporate and, except for the CEO, individual performance objectives.

Annual cash awards under our NEIP are based on a thorough quantitative and qualitative review of facts and circumstances related to Company, department, function and individual performance, as compared to the corporate goals approved by the Compensation Committee during the first part of the performance year.

Each named executive officer's annual target NEIP award is expressed as a percentage of his base salary and is set at a level that, upon 100% achievement of our corporate goals and the named executive officer's individual performance goals, and when combined with the executive officers' base salaries, falls at the median level for a similar executive position as compared to the Peer Companies' data. In determining the split of the target award as between corporate and individual performance, the Compensation Committee believes that the more senior position and operational responsibilities, the greater the percentage of his or her award that should be weighted to our corporate rather than individual achievement of the executive. For example, our CEO's NEIP award is based entirely on corporate achievement and not on individual achievement.

In the first quarter of each year, the Compensation Committee reviews and approves corporate goals presented by senior management. Upon completion of the year, the Compensation Committee assesses achievement relative to the predetermined milestones and measurements as well as other factors the Compensation Committee determines, in its discretion, are material. The minimum NEIP award amount is zero, and the maximum is 120% of the target NEIP award amount. If the Compensation Committee determines that NEIP awards should not be awarded for corporate achievement for any reason, NEIP awards will not be paid even if the individual goals and objectives were met. We believe this incentive structure allows the Compensation Committee to be responsive to the uncertainties and lack of predictability associated with being a biotechnology company dedicated to the discovery, development and commercialization of first-in-class therapeutics with novel mechanisms of action.

Equity Awards.The Compensation Committee believes that providing a material portion of our executive officers' total compensation in equity awards aligns the interests of our executive officers with our stockholders, by linking the value of compensation to the value of our Common Stock. In determining the form and size of equity awards, the Compensation Committee considers information provided by Aon as to whether the complete compensation packages provided to each named executive officer, including prior equity awards, are sufficient to retain, motivate and adequately reward the executive for his or her contributions. In addition, in determining the size of equity awards, the Compensation Committee considers the anticipated value of the named executive officer's contributions going forward. We make new-hire and subsequent equity awards on pre-determined dates as follows:

We do not purposely accelerate or delay the public release of material information in consideration of pending equity awards. For further information regarding our policy of granting equity awards, please refer to the Section entitled "Timing of Grants of Certain Equity Awards" of this Proxy Statement.

Stock Options.We grant stock options to our named executive officers when they join us and annually, on a discretionary basis, as part of our performance review and rewards process. All options have an exercise price equal to the fair market value of the Common Stock on the date of grant, and generally vest monthly based on continued service over a four-year period (with the exception of initial hire grants which cliff vest 25% at the end of the first anniversary from the grant date and then in monthly installment over the remaining three years). Options provide a return to the executive officer only if the price of our Common Stock appreciates after the grant date and the executive officer remains a service provider to us (except in limited circumstance described in the 2004 EIP).

Restricted Stock Units. We grant RSUs to our named executive officers annually, on a discretionary basis, as part of our performance review and rewards process. RSUs generally vest over a three-year period, with 40% vesting on the one-year anniversary of the grant date, an additional 40% on the two-year anniversary of the grant date, and the final 20% on the three-year anniversary of the grant date. Upon vesting RSUs are converted on a 1-to-1 basis for shares of Common Stock, but only if the executive officer remains a service provider to us (except in limited circumstances described in the 2004 EIP).

Performance Stock Units. In 2024, the Compensation Committee granted PSUs to named executive officers in lieu of a portion of the stock options or RSUs the named executive officers would ordinarily have received for their respective long-term incentive compensation.

Fifty per cent of the PSUs (the "Milestone I PSUs") were subject to the following performance condition in connection with the timing of the submission of our new drug application to FDA for aficamten for the treatment of obstructive hypertrophic cardiomyopathy (the "Aficamten NDA"), acceptance for filing by the U.S. Food and Drug Administration (the "FDA"), and the imposition by FDA of either standard or priority review in connection with the Aficamten NDA:

In December 2024, the Compensation Committee certified that (x) the Aficamten NDA was submitted to FDA on or before the last calendar day of the third quarter of 2024, (y) the Aficamten NDA was accepted for filing by FDA on or before the last calendar day of the fourth quarter of 2024, and (z) FDA did not grant the company priority review for the Aficamten NDA. Accordingly, 50% of the Milestone I PSUs were deemed forfeited and cancelled and 50% of the Milestone I PSUs were deemed earned and they vested, or shall vest, as follows: 25% of the Milestone I PSUs vested in December 2024 and 25% of the Milestone I PSUs shall vest in December 2025, subject to the grantee's continued employment.

The other 50% of the PSUs (the "Milestone II PSUs") were subject to the following performance condition in connection with the approval by FDA of the Aficamten NDA and qualitative aspects of a potential Risk Evaluation and Mitigation Strategies ("REMS") program as a post-marketing condition of such approval:

In March 2024, the Compensation Committee granted a blend of stock options, RSUs, Milestone I PSUs and Milestone II PSUs to our named executive officers other than to Mr. Pletcher, who by reason of the timing of his new hire date, received a grant solely comprised of stock options, RSUs and Milestone II PSUs as a new hire grant as an inducement to his employment. We believe this blended approach enables us to deliver competitive equity awards, enhances the retention of key talent, and motivates shareholder value creation.

In determining the size and mix of equity awards to named executive officers in a given year, the Compensation Committee considers:

As a result of the significant increase in our stock price following our announcement of the results of the SEQUOIA-HCM clinical trial of aficamten in late December 2023, in January 2024, the Compensation Committee changed its practice of granting a fixed number of stock options or RSUs to our named executive officers to the granting of equity awards based on target monetary value approach. In 2024, the Compensation Committee determined the quantum of equity awards to our named executive officers by first, after consultation with our independent compensation consultant, establishing a monetary value of the target equity awards,

including high and low range values based on individual performance, and subsequently determined individual grants within that range. On the grant date, the Company converted the monetary value of the equity award into units of RSUs, PSUs or stock options based on the closing stock price of the Company's stock on the Nasdaq exchange on the date of the grant. For stock options, the Company determines the number of stock options using a Black Scholes valuation methodology. For 2024, the Compensation Committee decided to grant an annual grant to our named executive officers after establishing the aggregate individual equity award value based on a ratio of 40% RSUs, 30% PSUs and 30% stock options.

Broad-based employee benefits with limited perquisites.Our named executive officers are eligible to participate in our employee benefit plans, including medical, dental, life insurance, employee stock purchase and 401(k) plans. These benefits are available on the same terms and conditions as to our other employees. Our named executive officers do not receive any perquisites other than those provided to all employees.

Severance Benefits and Employment Agreements.We have (or had, as applicable) executive employment agreements with each of our named executive officers that provide (or provided, as applicable) for salary and benefit continuation, bonus payments and accelerated vesting of equity awards upon the termination of their employment either by us without cause, or by the executive for good reason following a loss of position in connection with a change of control of the Company. The terms of these agreements are described in the section below entitled "Potential Payments Upon Termination or Change of Control."

The Compensation Committee believes these agreements are an essential element of our executive compensation program and assists the Compensation Committee in recruiting and retaining talented executives. The Compensation Committee also believes these benefits serve to minimize the distractions to the executive, reduce the risk that the executive will depart the Company before an acquisition is consummated, and allow the executive to focus on continuing normal business operations and the success of a potential business combination, rather than contemplating how business decisions that may be in our best interests and the interest of our stockholders will impact his own financial security. That is, these change of control arrangements help ensure stability among our executive ranks and will enable our executives to maintain a balanced perspective in making overall business decisions during periods of uncertainty. Further, these agreements are in line with customary practices at an executive level at the Peer Companies.

In addition, in 2024, in connection with his resignation as our Senior Vice President, Chief Financial Officer, we entered into a consulting agreement with Mr. Jaw pursuant to which he provided transition services to support the smooth transition of his role. The consulting agreement commenced on February 24, 2024 and terminated in accordance with its terms on June 30, 2024 (the "Consulting Period") and provided for consulting services to be provided by Mr. Jaw to the Company at an hourly rate of $380.00 per hour of services and continued vesting during the Consulting Period of Mr. Jaw's outstanding stock options and RSUs that he received whilst an employee of the Company. The continued vesting during the Consulting Period of Mr. Jaw's outstanding stock options and RSUs was accounted for as a modification of such awards. The incremental compensation expense in connection with such modification is set forth in the "Stock Awards" and "Option Awards" columns of the Executive Summary Compensation Table for 2024.

Corporate and Individual Achievement Assessment Impacting Compensation Components

Corporate Achievement.Before the start of each calendar year, management prepares a set of corporate goals covering our expected operating and financial performance for the fiscal year. Our corporate goals are focused on corporate metrics and objectives that are intended to provide both near- and long-term stockholder value. The Compensation Committee then reviews and approves these corporate goals.

Our corporate goals for 2024, as established by the Compensation Committee, weightings relative each other were as follows:

At the end of each year, the Compensation Committee determines the overall level of corporate achievement, including assessing our performance relative to these goals. The Compensation Committee does not use a rigid formula in determining the Company's level of achievement, but instead considers:

The Compensation Committee does not assign weights in these assessments but uses its discretion and judgment to determine a percentage that it believes fairly represents the achievement level for the year and considers organizational impact. In February 2025, the Compensation Committee, after exercising its discretion and based on progress in the advancement of our skeletal and cardiac muscle programs, the achievement of research program milestones, the achievement of other financing objections and certain research goals, determined that we had an overall corporate achievement level of 110% for 2025.

Individual Goals.Individual goals for each named executive officer are derived from the corporate goals that relate to his or her functional area, except for our CEO, who has no individual goals apart from the corporate goals. Our CEO established the individual goals for 2024 with each other named executive officer described below based on the relevant corporate goals and key functional area priorities for the year.