PMV Pharmaceuticals, Inc. 10-K

Item 9A. Controls and Procedures. Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Our management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC 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 principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. As of December 31, 2020, the Company conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this Annual Report on Form 10-K. Management’s Report on Internal Control Over Financial Reporting Our management is also responsible for establishing and maintaining for us adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under this framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2020. Changes in Internal Control Over Financial Reporting An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of any changes in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. That evaluation did not identify any change in our internal control over financial reporting during the fourth quarter of the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . 143 PART III Item 10. Directors, Executive Officers and Corporate Governance. The information required by this item will be included under the captions “Directors and Corporate Governance,” “Director Compensation” and “Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive proxy statement for the annual meeting of stockholders to be held in June 2021 to be filed with the SEC on or before April 23, 2021, or the Proxy Statement, and is incorporated herein by reference. Item 11. Executive Compensation. The information required by this item will be included under the captions “Executive Compensation,” “Director Compensation,” “Equity Compensation Plan Information,” and “Directors and Corporate Governance” in the Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by this item will be included under the captions “Beneficial Ownership of Shares of Common Stock” and “Equity Compensation Plan Information” in the Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be included under the captions “Certain Relationships and Related Transactions” and “Directors and Corporate Governance” in the Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services. The information required by this item will be included under the captions “Item 2 – Ratification of Independent Registered Public Accounting Firm” in the Proxy Statement and is incorporated herein by reference. 144 PART IV Item 15. Exhibits and F inancial Statement Schedules. EXHIBIT INDEX Exhibit Number Description Form File No. Number Filing Date 3.1 Amended and Restated Certificate of Incorporation of the Registrant, as amended, as currently in effect. 8-K 001-39539 3.1 September 29, 2020 3.2 Amended and Restated Bylaws of the Registrant, as currently in effect. 8-K 001-39539 3.2 September 29, 2020 4.1* Description of Securities of the Registrant 4.2 Amended and Restated Investors’ Rights Agreement, dated July 17, 2020, by and among the Registrant and certain of its stockholders. S-1 33-248627 4.1 September 4, 2020 4.3 Specimen common stock certificate of the Registrant. S-1/A 333-248627 4.2 September 21, 2020 10.1+ Form of Indemnification Agreement between the Registrant and each of its directors and executive officers. S-1 333-248627 10.1 September 4, 2020 10.2+ 2013 Equity Incentive Plan, as amended, and forms of agreement thereunder. S-1/A 333-248627 10.2 September 21, 2020 10.3+ 2020 Equity Incentive Plan and forms of agreements thereunder. S-1/A 333-248627 10.3 September 21, 2020 10.4+ 2020 Employee Stock Purchase Plan and forms of agreements thereunder. S-1/A 333-248627 10.4 September 21, 2020 10.5+ Employment Offer Letter, dated August 17, 2020, by and between the Registrant and David H. Mack, Ph.D. S-1 333-248627 10.5 September 4, 2020 10.6+ Employment Offer Letter, dated August 17, 2020, by and between the Registrant and Winston Kung . S-1 333-248627 10.6 September 4, 2020 10.7+ Employment Offer Letter, dated August 18, 2020, by and between the Registrant and Leila Alland, M.D. S-1 333-248627 10.7 September 4, 2020 10.8+ Employment Offer Letter, dated August 18, 2020, by and between the Registrant and Deepika Jalota, Pharm.D. S-1 333-248627 10.8 September 4, 2020 10.9+ Employee Incentive Compensation Plan. S-1 333-248627 10.9 September 4, 2020 10.10+ Change in Control and Severance Policy. S-1 333-248627 10.10 September 4, 2020 10.11+ Amended and Restated Change in Control and Severance Policy Participation Agreement, dated August 17, 2020, by and between the Registrant and David H. Mack, Ph.D. S-1 333-248627 10.11 September 4, 2020 10.12+ Amended and Restated Change in Control and Severance Policy Participation Agreement, dated August 17, 2020, by and between the Registrant and Winston Kung. S-1 333-248627 10.12 September 4, 2020 145 10.13+ Amended and Restated Change in Control and Severance Policy Participation Agreement, dated August 18, 2020, by and between the Registrant and Leila Alland, M.D. S-1 333-248627 10.13 September 4, 2020 10.14+ Amended and Restated Change in Control and Severance Policy Participation Agreement, dated August 18, 2020, by and between the Registrant and Deepika Jalota, Pharm.D. S-1 333-248627 10.14 September 4, 2020 10.15+ Outside Director Compensation Policy. S-1/A 333-248627 10.15 September 4, 2020 10.16 Consulting Agreement, dated January 1, 2016, by and between the Registrant and Arnold Levine, Ph.D. S-1 333-248627 10.16 September 4, 2020 10.17 Consulting Agreement, dated July 14, 2017, by and between the Registrant and Richard Heyman, Ph.D. S-1 333-248627 10.17 September 4, 2020 10.18 Lease Agreement, dated March 3, 2015, by and between the Registrant and Cedar Brook 2005, LP, as amended by the First Amendment to Lease dated April 24, 2017. S-1 333-248627 10.18 September 4, 2020 10.19* Lease Agreement, dated January 8, 2021, by and between the Registrant and BMR-ONE RESEARCH WAY LLC. 23.1* Consent of Independent Registered Public Accounting Firm. 24.1* Power of Attorney (contained in the signature page to this Annual Report on Form 10-K). 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1*# Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2*# Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 146 * Filed herewith. + Indicated management contract or compensatory plan. # The certifications attached as Exhibits 32.1 and 32.2 that accompany this Annual Report on Form 10-K are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary The Company has elected not to include summary information. 147 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 Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. PMV PHARMACEUTICALS, INC. By: /s/ David H. Mack David H. Mack, Ph.D. President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David H. Mack, Ph.D. and Winston Kung, jointly and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, 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 all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that all said attorneys-in-fact and agents, or 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, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: Signature Title Date /s/ David H. Mack David H. Mack, Ph.D. President, Chief Executive Officer and Director (Principal Executive Officer) March 3, 2021 /s/ Winston Kung Winston Kung Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) March 3, 2021 /s/ Richard Heyman Richard Heyman, Ph.D. Director and Chairman of the Board of Directors March 3, 2021 /s/ Arnold Levine Arnold Levine, Ph.D. Director March 3, 2021 /s/ Thilo Schroeder Thilo Schroeder, Ph.D. Director March 3, 2021 /s/ Laurie Stelzer Laurie Stelzer Director March 3, 2021 /s/ Peter Thompson Peter Thompson, M.D. Director March 3, 2021 148