PLIANT THERAPEUTICS, INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the rules and regulations thereunder, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15(b) under the Exchange Act, our management, under the supervision and with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2021, our disclosure controls and procedures were effective at the reasonable assurance level. Management's Annual Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. 135 Table of Contents Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our management concluded that our internal control over financial reporting was effective as of December 31, 2021. Our independent registered public accounting firm, Deloitte and Touche LLP, has audited the effectiveness of our internal control over financial reporting as of December 31, 2021 as stated in their report which is included herein. Limitations on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Changes in Internal Control Over Financial Reporting There were no changes in our internal controls over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We considered our internal controls over financial reporting in regards to the impact of COVID-19 and concluded that our controls continue to operate in a remote environment without material effect on our internal controls over financial reporting. Item 9B. Other Information. None. 136 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance. Information required by this item regarding directors and director nominees, executive officers, the board of directors and its committees, and certain corporate governance matters is incorporated by reference to the information set forth under the captions “Proposal No. 1—Election of Directors,” “Corporate Governance and Board Matters” and “Executive Officers” in our Proxy Statement for our 2021 Annual Meeting of Stockholders. Information required by this item regarding compliance with Section 16(a) of the Exchange Act is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement. Our written code of business conduct and ethics (the “Code of Conduct”) applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer or controller. The Code of Conduct is available on our corporate website at https://pliantrx.com. If we make any substantive amendments to our Code of Conduct or grant any of our directors or executive officers any waiver, including any implicit waiver, from a provision of our Code of Conduct, we will disclose the nature of the amendment or waiver on our website or in a Current Report on Form 8-K. Item 11. Executive Compensation. Information required by this item regarding executive compensation is incorporated by reference to the information set forth under the captions “Executive Compensation” and “Director Compensation” in our Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to the information set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation” in our Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence. Information required by this item regarding certain relationships, related transactions and director independence is incorporated by reference to the information set forth under the caption “Transactions with Related Persons and Indemnification” and “Corporate Governance and Board Matters” in our Proxy Statement. Item 14. Principal Accounting Fees and Services. Information required by this item regarding principal accounting fees and services is incorporated by reference to the information set forth under the caption “Proposal No. 2—Ratification of Selection of Independent Registered Public Accounting Firm” in our Proxy Statement. 137 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report: 1. Financial Statements. See Index to Financial Statements in Part II Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules . None. All financial statement schedules are omitted because they are not applicable, not required under the instructions, or the requested information is included in the financial statements or notes thereto. 3. Exhibits . The following is a list of exhibits filed with this Annual Report or incorporated herein by reference: Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date File Herewith 3.1 Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. 10-Q 001-39303 3.1 August 11, 2020 3.2 Amended and Restated Bylaws of the Registrant, as currently in effect. 8-K 001-39303 3.2 December 15, 2020 4.1 Specimen Common Stock Certificate of the Registrant. S-1/A 333-238146 4.1 May 26, 2020 4.2 Amended and Restated Investors’ Right Agreement by and among the Registrant and certain of its stockholders, dated December 19, 2010. S-1/A 333-238146 4.2 May 26, 2020 4.3 Description of the Registrant’s Securities X 10.1# 2020 Stock Option and Incentive Plan and forms of award agreement. S-1/A 333-238146 10.2 May 26, 2020 10.2# 2015 Equity Incentive Plan and forms of award agreements thereunder. S-1 333-238146 10.1 May 11, 2020 10.3# 2020 Employee Stock Purchase Plan. S-1/A 333-238146 10.3 May 26, 2020 10.4# Senior Executive Cash Incentive Bonus Plan. S-1 333-238146 10.4 May 11, 2020 10.5# Non-Employee Director Compensation Policy. S-1/A 333-238146 10.6 May 26, 2020 10.6# Executive Severance Plan. S-1 333-238146 10.7 May 11, 2020 10.7# Offer Letter, by and between the Registrant and Mike Ouimette, dated August 17, 2020. 10-Q 001-39303 10.1 November 10. 2020 10.8# Offer Letter, by and between the Registrant and Barbara Howes, dated May 1, 2019. S-1 333-238146 10.12 May 11, 2020 10.9# Offer Letter, by and between the Registrant and Éric Lefebvre, M.D., dated February 28, 2018. S-1 333-238146 10.11 May 11, 2020 10.10# Offer Letter, by and between the Registrant and Keith Cummings, M.D., MBA, dated November 29, 2018. S-1 333-238146 10.10 May 11, 2020 138 Table of Contents Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date File Herewith 10.11# Offer Letter, by and between the Registrant and Hans Hull, J.D., dated February 10, 2016. S-1 333-238146 10.9 May 11, 2020 10.12# Offer Letter, by and between the Registrant and Bernard Coulie, M.D., Ph.D., dated October 12, 2015. S-1 333-238146 10.8 May 11, 2020 10.13# Form of Indemnification Agreement, by and between the Registrant and each of its directors and certain officers. S-1 333-238146 10.13 May 11, 2020 10.14 Office Lease, by and between the Registrant and 260 Littlefield Avenue South San Francisco, California 94080, dated February 6, 2018. S-1 333-238146 10.14 May 11, 2020 10.15 † Collaboration and License Agreement, by and between the Registrant and Novartis Institutes For Biomedical Research, Inc., dated October 17, 2019. S-1 333-238146 10.15 May 11, 2020 10.16# Amended and Restated Non-Employee Director Compensation Policy X 31.1 Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1** Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INS XBRL Instance Document X 101.SCH XBRL Taxonomy Extension Schema Document X 101.CAL XBRL Taxonomy Calculation Linkbase Document X 101.DEF XBRL Taxonomy Extension Definition Document X 101.LAB XBRL Taxonomy Label Linkbase Document X 101.PRE* XBRL Taxonomy Presentation Linkbase Document X 139 Table of Contents _____________________________________________ ** The certifications furnished in Exhibit 32.1 hereto are deemed to be furnished with this Annual Report on Form 10-K and will not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates them by reference # Represents management compensation plan, contract or arrangement. Item 16. Form 10-K Summary None. 140 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . Date: February 28, 2022 PLIANT THERAPEUTICS, INC. By: /s/ Bernard Coulie Bernard Coulie, M.D., Ph.D. President and Chief Executive Officer By: /s/ Keith Cummings Keith Cummings, M.D., M.B.A. Chief Financial Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Bernard Coulie and Keith Cummings and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and either of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. 141 Table of Contents Name Title Date /s/ Bernard Coulie President, Chief Executive Officer and Director February 28, 2022 Bernard Coulie, M.D., Ph.D. Principal Executive Officer /s/ Keith Cummings Chief Financial Officer February 28, 2022 Keith Cummings, M.D., M.B.A. Principal Financial Officer /s/ Hoyoung Huh Chairman of the Board, Director February 28, 2022 Hoyoung Huh, M.D., Ph.D. /s/ Suzanne Bruhn Director February 28, 2022 Suzanne Bruhn, Ph.D. /s/ Gayle Crowell Director February 28, 2022 Gayle Crowell /s/ John Curnutte Director February 28, 2022 John Curnutte, M.D. /s/ Neil Exter Director February 28, 2022 Neil Exter /s/ Charles Homcy Director February 28, 2022 Charles Homcy, M.D. /s/ Smital Shah Director February 28, 2022 Smital Shah /s/ David Pyott Director February 28, 2022 David Pyott 142