What changed in this filing

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Item 9A. Controls and Procedures

2022-03-15 compared with 2021-03-16 · 33 added, 635 removed, 132 unchanged (84% of the section changed)

7 unchanged sentences

Management’s Annual Report on Internal Control Over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

Additionally, for as long as we remain an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act).

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including our principal executive officer and our principal 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 in the United States.

As of December 31, 2021, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.

Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Attestation Report of Registered Public Accounting Firm

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm.

For as long as we remain an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, we intend to take advantage of the exemption permitting us not to comply with the requirement that our independent registered public accounting firm provide an attestation on the effectiveness of our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fourth quarter of the year ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during fourth quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

On March 12, 2021, we entered into amendments to the employment agreements with Taylor Schreiber, Lini Pandite, Casi DeYoung, Andrew R.

Neill, and Erin Ator Thomson.

On March 12, the Board determined to eliminate the position of Executive Chairman effective as of April 1, 2021, on which date Josiah Hornblower’s employment with the Company will terminate.

On such date, he will remain as non-executive Chairman of the Board.

See Part III, Item 11.

“Executive Compensation—Employment Agreements & 2020 Equity Awards” and “Executive Compensation—Post-Employment Compensation and Change in Control Payments and Benefits.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

The following table sets forth certain information regarding our executive officers and directors as of March 16 , 2021.

Executive Officers

Josiah Hornblower (1)

Executive Chairman and Director

Taylor Schreiber, M.D., Ph.D.

Chief Executive Officer and Director

Lini Pandite, MBChB

Chief Medical Officer

Chief Business Officer

Erin Ator Thomson

General Counsel

Chief Financial Officer

Non-Employee Directors

Boudreau (2)(3)

Tyler Brous (2)(3)

Neil Gibson, Ph.D.

George Golumbeski, Ph.D.

Michael Lee(4)

(1) In connection with the Board’s decision to eliminate the position of Executive Chairman, Mr.

Hornblower will separate from employment with the Company effective as of April 1, 2021.

He will continue to serve as non-executive Chairman of the Board.

(2) Member of the audit committee.

(3) Member of the compensation committee.

(4) Member of the nominating and corporate governance committee.

Our Board is divided into three classes, with members of each class holding office for staggered three-year terms.

There are currently three Class I directors (Mr.

Hornblower and Mr.

Lee), whose terms expire at the 2021 annual meeting of stockholders;

two Class II directors (Dr.

Gibson and Dr.

Golumbeski), whose terms expire at the 2022 annual meeting of stockholders;

and two Class III directors (Ms.

Boudreau and Dr.

Schreiber), whose terms expire at the 2023 annual meeting of stockholders (in all cases until their successors have been elected and qualified or until the earlier of their resignation or removal).

The following is a biographical summary of the experience of our executive officers and directors:

Executive Officers

Josiah Hornblower.

Hornblower founded Shattuck with Dr.

Schreiber and has served on our Board since the company’s founding.

He currently serves as the Executive Chairman of our Board.

He previously served as our Chief Executive Officer and President from May 2016 to January 2020.

Hornblower is a private biotechnology entrepreneur and has been involved in starting and operating several biotechnology companies.

He co-founded Pelican Therapeutics, Inc.

in 2009 and served as its Chief Executive Officer until it was sold in 2017.

He currently serves on the boards of Population Bio, Inc., a gene discovery company, and the Daniel K.

Thorne Foundation, where he heads the investment committee.

Hornblower earned his B.A.

in Art History from Trinity College and was a member of Phi Beta Kappa.

We believe Mr.

Hornblower is qualified to serve on our Board because of his extensive experience forming and building biotechnology companies.

Taylor Schreiber, M.D., Ph.D.

Schreiber is a co-founder of Shattuck.

He served as our Chief Scientific Officer from January 2017 until January 2020, when he became our Chief Executive Officer, and has been a member of our Board since 2017.

Schreiber is the lead inventor of Shattuck’s ARC and GADLEN technology platforms.

From March 2014 to July 2015, Dr.

Schreiber served as Vice President of Research & Development of Heat Biologics, Inc., an immunotherapy-focused biotechnology company, and subsequently served as Chief Scientific Officer of Heat Biologics until December 2016.

He was a co-inventor of significant elements of Heat Biologics’ ImPACT and ComPACT technology platforms.

From January 2011 to

March 2017, he also served as Chairman of the Scientific Advisory Board of Pelican Therapeutics, Inc.

and was a co-inventor of Pelican’s TNFRSF25 agonist technology.

Schreiber earned his B.A.

in Biology from Bucknell University and his M.D.

from the Sheila and David Fuente Program in Cancer Biology at the University of Miami Miller School of Medicine.

We believe Dr.

Schreiber is qualified to serve on our Board because of his extensive experience in the biopharmaceutical industry.

Lini Pandite, MBChB.

Pandite has served as our Chief Medical Officer since July 2017.

From May 2015 to June 2017, Dr.

Pandite served as Head of Global Clinical Development and Senior Vice President at Adaptimmune Therapeutics plc, a clinical-stage biopharmaceutical company, where she was responsible for clinical development of the company’s immuno-oncology pipeline.

From May 2001 to April 2015, Dr.

Pandite served in a number of roles at GlaxoSmithKline plc, including Vice President, Medicines Development Leader, and Head Unit Physician for Oncology.

Pandite was an attending physician at Sylvester Comprehensive Cancer Center/Jackson Memorial Hospital in Miami from January 1998 to November 2000 and at Dana Farber Cancer Institute in Boston from July 1993 to August 1996, and has held academic appointments at Harvard University and the University of Miami.

She earned her MBChB from The University of Liverpool, England and her M.B.A.

from Duke University.

Casi DeYoung.

DeYoung has served as our Chief Business Officer since December 2019.

From June 2018 to December 2019, Ms.

DeYoung served as Vice President and Chief Operating Officer for ImmuneSensor Therapeutics, an immunotherapy-focused biotechnology company, where she was responsible for corporate strategy, start-up operations, intellectual property, oversight of the company’s first IND filing, and the initiation of a first-in-human Phase I clinical trial.

She served as Chief Business Officer at Mirna Therapeutics, Inc., an oncology-focused biopharmaceutical company, from March 2014 to June 2017, Vice President of Business Development at Reata Pharmaceuticals, Inc.

from May 2008 to December 2013, Vice President of Business Development at ODC Therapy, Inc.

from November 2005 to March 2008, and in various roles at EMD Pharmaceuticals, Inc.

and Merck KGaA from 2000 to 2005.

DeYoung earned her B.S.

in Chemistry from Southwestern University and her M.B.A.

from the McCombs School of Business at the University of Texas at Austin.

Erin Ator Thomson.

Thomson has served as our General Counsel since October 2017.

From 2007 to 2017, she was an Associate, and later Counsel, at the law firm of Vinson & Elkins LLP in Austin, Texas, where she advised both early-stage biotech and pharma clients on a wide range of intellectual property and other legal issues, including strategic transactions, in-bound and out-bound licenses, collaborations, mergers and acquisitions, freedom-to-operate analyses, due diligence, assessment of IP portfolios, patent litigation, and licensing disputes.

Thomson earned her B.S.

in Biology from Pepperdine University and her J.D.

from Baylor University, where she graduated summa cum laude .

She conducted post-graduate research at the University of California, San Francisco and clerked for Chief Justice Wallace Jefferson of the Supreme Court of Texas.

She is admitted to practice law in Texas and is a registered U.S.

patent attorney.

Neill has served as our Chief Financial Officer since March 2021.

He previously served as our Vice President of Finance and Corporate Strategy from July 2020 to March 2021 and as our Vice President of Corporate Development and Strategy from May 2017 to July 2020.

From August 2010 to August 2016, Mr.

Neill was the co-founder of Lumos Pharma, Inc., a biopharmaceutical company focused on developing therapeutics for genetic rare diseases.

From March 2009 to February 2014, Mr.

Neill served as Analyst at Innovations in Drug Development, LLC, a pharmaceutical and biotechnology research management consulting company.

Neill earned his B.B.A.

from Texas Christian University and his M.B.A.

with majors in Health Care Management and Finance from The Wharton School at the University of Pennsylvania, where he was a Kaiser Fellow.

Non-employee Directors

Boudreau has served as a member of our Board since July 2020.

Boudreau has 30 years of experience across the biotechnology, pharmaceutical, consulting and banking industries.

Most recently, from June 2018 to June 2019, she was Chief Operating Officer of the Bill & Melinda Gates Medical Research Institute, a non-profit biotechnology company.

Previously, she served as Chief Financial Officer from July 2017 to June 2018 and board member from February 2016 to July 2017 for Proteostasis Therapeutics, Inc., a clinical-stage biopharmaceutical company.

From October 2014 to June 2017, she served as Chief Financial Officer for FORMA Therapeutics, Inc., a clinical-stage biopharmaceutical company.

Boudreau spent 16 years at Novartis and Pfizer in progressively senior finance and strategy roles, and worked earlier in her career at McKinsey & Company and Bank of America.

She is currently a member of the board of directors of Premier, Inc., a healthcare improvement company, Field Trip Health, Evaxion Biotech, and Rallybio, a biotechnology company.

Boudreau earned her B.A.

in Economics from the University of Maryland, where she graduated summa cum laude , and her M.B.A.

from the Darden Graduate School of Business at the University of Virginia.

We believe Ms.

Boudreau is qualified to serve on our Board because of her financial expertise and extensive experience with biotechnology companies.

Brous has served on our Board since September 2016.

He has worked at Lennox Capital Partners, a private equity firm, since 2011, and currently serves as its Managing Director and Portfolio Manager.

From 2014 to 2016, Mr.

Brous worked at Arog Pharmaceuticals, an oncology-focused pharmaceutical company, in various roles, including the acting Chief Financial Officer, leading their capital markets and business development efforts.

Prior to joining Lennox Capital Partners, Mr.

Brous worked as a senior analyst at YX Funds, a hedge fund in Dallas, from 2007 to 2011.

Brous started his career in the M&A group of Citigroup in New York.

He has served on the board of directors of ColdQuanta, Inc since 2020 and previously served on the board of CerSci Therapeutics, Inc.

from 2018 until its sale in 2020.

Brous earned his B.S.

in Finance and Business Honors from the University of Texas, where he graduated summa cum laude .

We believe Mr.

Brous is qualified to serve on our Board because of his extensive experience investing in, guiding, and leading biotech companies.

Neil Gibson, Ph.D.

Gibson has served as a member of our Board since November 2016.

Gibson has served as President and Chief Executive Officer of Adanate, a COI Pharmaceuticals, Inc.

company focused on immunotherapies, since 2017, where he is responsible for the creation of novel drug discovery companies based on innovative and disruptive technologies.

Gibson has held various senior positions within the biotechnology and pharmaceutical industry, including President and Chief Executive Officer of PDI Therapeutics from 2017 to 2020;

Senior Vice President of BioAtla, Inc.

from 2015 to 2016;

Chief Scientific Officer of Regulus Therapeutics from 2011 to 2015;

and Chief Scientific Officer and Oncology Therapeutic Area Head of Pfizer Oncology from 2007 to 2011.

While at Pfizer, Dr.

Gibson was also a member of the Pfizer Oncology Business Unit Executive team.

Gibson has served on the board of TCR2 and Causeway Therapeutics since 2017 and previously served on the board of Cytosen Therapeutics from 2016 to 2019.

Gibson earned his B.Sc.

in Pharmacy from the University of Strathclyde in Glasgow, Scotland and his Ph.D.

from the University of Aston in Birmingham, England.

We believe Dr.

Gibson is qualified to serve on our Board because of his extensive experience as an executive officer in the biopharmaceutical industry.

George Golumbeski, Ph.D.

Golumbeski has served as a member of our Board since January 2018 and has more than 25 years of experience in the biotechnology industry.

From August 2018 to August 2019, he served as President of GRAIL, Inc., an oncology-focused healthcare company.

From March 2009 to April 2018, Dr.

Golumbeski served as the Executive Vice President of Business Development of Celgene Corporation, an oncology and immunology-focused pharmaceutical company, where he was responsible for forging collaborations with biotechnology companies seeking to bring breakthrough medications to people suffering from cancer and chronic inflammation.

He currently serves on the board of directors of several biotechnology companies, including MorphoSys AG, Sage Therapeutics, Inc., and Carrick Therapeutics.

Golumbeski earned his B.S.

in Biology from the University of Virginia and his Ph.D.

in Genetics from the University of Wisconsin-Madison, and conducted his post-doctoral research in molecular biology at the University of Colorado-Boulder.

We believe Dr.

Golumbeski is qualified to serve on our Board because of his extensive management experience and service on the boards of directors of numerous biotech companies.

Lee has served as a member of our Board since June 2020.

Lee has served as Co-Founder and Portfolio Manager at Redmile Group, LLC, a health care-focused investment firm based in San Francisco and New York, since 2007.

Prior to Redmile, he worked as a biotechnology investor at Steeple Capital, Welch Capital Partners and Prudential Equity Group.

Lee currently serves on the board of directors of Fate Therapeutics, Inc.

and IGM Biosciences, Inc.

Lee earned his B.S.

in Molecular and Cellular Biology from the University of Arizona.

We believe Mr.

Lee is qualified to serve on our Board because of his long industry experience and experience as an investor in biotechnology companies.

Family Relationships

There are no family relationships among any of our directors or executive officers.

Code of Conduct

We have adopted a Code of Conduct and Ethics that establishes the standards of ethical conduct applicable to all our directors, officers and employees.

It addresses, among other matters, compliance with laws and policies, conflicts of interest, corporate opportunities, regulatory reporting, external communications, confidentiality requirements, insider trading, proper use of assets, and how to report compliance concerns.

A copy of the code is available on the Corporate Governance section of our website, which is located at https://ir.shattucklabs.com/corporate-governance/documents-and-charters .

We intend to disclose any amendments to the Code of Conduct and Ethics, or any waivers of its requirements, on our website to the extent required by applicable rules.

The Audit Committee is responsible for applying and interpreting our Code of Conduct and Ethics in situations where questions are presented to it.

Audit Committee and Audit Committee Financial Expert

We have a separately designated standing Audit Committee.

The members of our Audit Committee are Helen M.

Boudreau, Tyler Brous, and Neil Gibson, each of whom qualifies as an “independent” director for audit committee purposes, as defined under SEC and Nasdaq listing rules and has sufficient knowledge in financial and auditing matters to serve on the audit committee.

Boudreau chairs the Audit Committee.

Additionally, Ms.

Boudreau qualifies as an “audit committee financial expert” as defined under SEC rules.

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the heading “Directors, Executive Officers, and Corporate Governance.”

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing

similar functions.

A copy of the code is available on our website located at ir.shattucklabs.com, under “Governance.” We intend to disclose on our website any amendments to, or waivers from, the code of business conduct and ethics that are required to be disclosed pursuant to the disclosure requirements of Item 5.05 of Form 8-K within four business days following the date of the amendment or waiver.

Executive Compensation

Our named executive officers, or NEOs, for 2020, which consist of our principal executive officers in 2020 and our two other most highly compensated executive officers who served during the year ended December 31, 2020, are:

Taylor Schreiber, our Chief Executive Officer;

• Josiah Hornblower, our Executive Chairman and former Chief Executive Officer(1);

• Arundathy Nirmalini (Lini) Pandite, our Chief Medical Officer;

• Casi DeYoung, our Chief Business Officer.

(1) On March 12, 2021, the Board determined to eliminate the position of Executive Chairman effective as of April 1, 2021.

In connection with such position elimination, Mr.

Hornblower’s employment with the Company will terminate effective as of April 1, 2021.

He will continue to serve as non-executive Chairman of the Board.

2020 Summary Compensation Table

The following table summarizes the compensation awarded to, earned by or paid to our NEOs for the years ended December 31, 2020 and 2019.

Schreiber and Ms.

DeYoung were not NEOs for 2019 and thus only their compensation for the year ended December 31, 2020 is included.

Name and Principal Position Year Salary

Incentive Plan

Compensation (3)

Taylor Schreiber,

Chief Executive Officer (1)

2020 394,531 1,569,357 116,400 15,178 2,095,466

Josiah Hornblower, 2020 325,000 1,039,337 94,575 854 1,459,766

Executive Chairman and Former Chief Executive Officer (1)

2019 325,000 — 58,500 868 384,368

Arundathy Nirmalini (Lini) Pandite,

2020 417,500 1,248,444 147,683 17,819 1,831,446

Chief Medical Officer 2019 405,000 — 120,488 11,944 537,432

Casi DeYoung,

Chief Business Officer 2020 340,000 773,172 98,940 1,721 1,213,833

Effective as of January 29, 2020, Mr.

Hornblower stepped down as our Chief Executive Officer, was appointed as Executive Chairman of the Board, and Dr.

Schreiber was appointed as the new Chief Executive Officer.

Prior to his appointment as Chief Executive Officer, Dr.

Schreiber served as our Chief Scientific Officer.

Effective as of April 1, 2021, Mr.

Hornblower will step down from employment with the Company in connection with the decision to eliminate the position of Executive Chairman.

He will continue to serve as non-executive Chairman of the Board.

Amounts shown in this column represent the aggregate grant date fair value (calculated in accordance with FASB Accounting Standards Codification Topic 718) of stock options granted during the year.

A description of the methodologies and assumptions we use to value equity awards and the manner in which we recognize the related expense are described in Note 9 to our audited financial statements, Stock-Based Compensation, included in this Annual Report on Form 10-K.

These amounts may not correspond to the actual value eventually realized by each NEO because the value depends on the market value of our common stock at the time the award is exercised and retention of the award through the applicable vesting period.

Following the end of the fiscal year, we paid each of our NEOs bonuses in respect of our performance in the prior fiscal year based on the achievement of individual and company performance goals, described in further detail below.

Represents the sum of company 401(k) plan matching contributions and life and AD&D insurance premiums paid on behalf of each of our NEOs.

Outstanding Equity Awards at 2020 Fiscal-Year End

The following table sets forth information regarding outstanding equity awards as of December 31, 2020 for each of our NEOs.

These awards have been adjusted to reflect our 6.85 for 1 stock split that occurred effective October 1, 2020.

Option Awards (1)

Stock Awards (2)

Name Grant Date Number of

Unexercisable

Taylor Schreiber 8/6/2020 — 85,650 4.67 8/5/2030 — —

8/6/2020 — 102,725 4.67 8/5/2030 — —

12/22/2020 — 27,563 53.02 12/22/2030 — —

Josiah Hornblower 8/6/2020 — 85,650 4.67 8/5/2030 — —

8/6/2020 — 102,725 4.67 8/5/2030 — —

12/22/2020 — 12,954 53.02 12/22/2030 — —

Arundathy Nirmalini (Lini) Pandite 6/1/2017 — — — — 11,752 615,922

12/22/2017 2,140 3,723 0.01 12/21/2027 — —

9/19/2018 41,144 22,561 2.95 9/18/2028 — —

8/6/2020 — 62,809 4.67 8/5/2030 — —

8/6/2020 — 19,391 4.67 8/5/2030 — —

12/22/2020 — 755 53.02 12/22/2030 — —

12/22/2020 — 26,808 53.02 12/22/2030 — —

Casi DeYoung 12/4/2019 31,545 94,635 3.17 12/3/2029 — —

12/4/2019 10,924 32,776 3.17 12/3/2029 — —

8/6/2020 — 5,138 4.67 8/5/2030 — —

8/6/2020 — 25,687 4.67 8/5/2030 — —

12/22/2020 — 1,433 53.02 12/22/2030 — —

12/22/2020 — 17,310 53.02 12/22/2030 — —

Each option award expires on or just prior to the tenth anniversary of the date of grant.

Twenty-five percent of each stock option award vests on the one-year anniversary of the grant date (or the vesting commencement date specified in the award agreement for 2020 grants) and the remainder of the shares underlying the options vest in equal installments over the next 36 months, subject to the applicable NEO’s continued service through each such vesting date.

The vesting commencement dates for Dr.

Pandite’s option awards were July 24, 2017 and May 15, 2018 for her awards granted in 2017 and 2018, respectively, and for Ms.

DeYoung’s option awards granted in 2019, the vesting commencement date was December 9, 2019.

Represents a restricted stock award which vests in equal monthly installments through July 24, 2021, subject to Dr.

Pandite’s continued service through each such vesting date.

Market value is calculated based on our closing stock price of $52.41 per share as of December 31, 2020.

All company equity awards currently outstanding, including stock options and stock awards held by our named executive officers, that were granted prior to the completion of our IPO in October 2020 were granted under the Shattuck Labs, Inc.

2016 Stock Incentive Plan.

Such plan was discontinued in connection with the IPO and outstanding awards thereunder were cancelled and replaced with equivalent awards under our 2020 Stock Incentive Plan.

All equity awards granted following October 2020 were granted under the Shattuck Labs, Inc.

2020 Equity Incentive Plan.

Employment Agreements & 2020 Equity Awards

Taylor Schreiber

We are party to an employment agreement with Dr.

Taylor Schreiber, effective as of December 5, 2019.

On March 27, 2020, Dr.

Schreiber’s employment agreement was amended to reflect his transition to serve as the Chief Executive Officer as of January 29, 2020, and this agreement was further amended on March 12, 2021.

The agreement provides for his base salary, eligibility to receive an annual performance bonus with a target bonus amount of 30% of his base salary and eligibility to participate in the company’s employee benefit plans.

The agreement provides for employment on an at-will basis and thus either party may terminate at any time for any or no reason, subject to 30 days’ notice for Dr.

Schreiber and the severance provisions described below in the section titled “Post-Employment Compensation and Change in Control Payments and Benefits.” Dr.

Schreiber’s base salary was increased to $400,000 effective as of January 29, 2020, and increased to $525,000 effective as of January 1, 2021 with a target bonus amount of 50%.

Josiah Hornblower

We are party to an employment agreement with Josiah Hornblower, effective as of December 5, 2019.

On March 27, 2020, Mr.

Hornblower’s employment agreement was amended to reflect his transition to the Executive Chairman role effective as of January 29, 2020.

The agreement provides for employment on an at-will basis and thus either party may terminate at any time for any or no reason, subject to 30 days’ notice for Mr.

Hornblower’s base salary was increased to $368,000 effective as of January 1, 2021.

In connection with the Board’s decision to eliminate the role of Executive Chairman, Mr.

Hornblower will step down from employment with the Company effective as of April 1, 2021.

Such separation will be treated as a termination of employment without cause and Mr.

Hornblower will be entitled to severance pursuant to the terms of his employment agreement.

Such severance benefits are described below in the section titled “Post-Employment Compensation and Change in Control Payments and Benefits.”

We are party to an employment agreement with Lini Pandite, effective as of December 5, 2019, pursuant to which she serves as our Chief Medical Officer.

This agreement was amended on March 12, 2021.

The agreement provides for her base salary, eligibility to receive an annual performance bonus with a target bonus amount of 35% of base salary and eligibility to participate in the company’s employee benefit plans.

The agreement provides for employment on an at-will basis and thus either party may terminate at any time for any or no reason, subject to 30 days’ notice for Dr.

Pandite and the severance provisions described below in the section titled “Post-Employment Compensation and Change in Control Payments and Benefits.” Dr.

Pandite’s base salary was increased to $435,000 effective as of July 15, 2020 and increased to $465,000 effective as of January 1, 2021 with a target bonus amount of 40%.

We are party to an employment agreement with Casi DeYoung, effective as of December 9, 2019, pursuant to which she serves as our Chief Business Officer.

This agreement was amended on March 12, 2021.

The agreement provides for her base salary, eligibility to receive an annual performance bonus with a target bonus amount of 30% of base salary and eligibility to participate in the company’s employee benefit plans.

The agreement provides for employment on an at-will basis and thus either party may terminate at any time for any or no reason, subject to 30 days’ notice for Ms.

DeYoung and the severance provisions described below in the section titled “Post-Employment Compensation and Change in Control Payments and Benefits.” Ms.

DeYoung’s base salary was increased to $380,000 effective as of January 1, 2021 with a target bonus amount of 40%.

2020 Annual Bonus Program

At the beginning of 2020, the Compensation Committee of our Board established overall corporate performance goals and a methodology by which employees, including each of our NEOs, would be awarded an annual bonus based on achievement of the corporate performance goals.

In addition, the Compensation Committee established that each of our NEOs would be eligible for bonus awards of up to the following target bonus amounts:

Schreiber-$120,000, Mr.

Hornblower-$97,500, Dr.

Pandite-$152,250, and Ms.

DeYoung-$102,000.

The corporate performance goals included key milestones with respect to company products, financing, manufacturing, and research and development.

Personal responsibility for achievement of, and individual performance in support of, the enumerated corporate goals was also evaluated by the Compensation Committee in assessing final performance for the year.

Following its assessment of the level of achievement of the corporate goals in December of 2020, the Compensation Committee approved final bonus payments to the NEOs at 97% of target as follows:

Schreiber-$116,400, Mr.

Hornblower-$94,575, Dr.

Pandite-$147,683, and Ms.

DeYoung-$98,940.

Such bonus payments were made in early 2021.

Post-Employment Compensation and Change in Control Payments and Benefits

Employment Agreements

Pursuant to the terms of the employment agreements with each of the NEOs, upon a termination without cause or resignation with good reason not in connection with a change in control, the NEO will receive, subject to his execution and non-revocation of a release of claims in favor of the company, or the Release Condition, and continued compliance with restrictive covenants, (i) severance payments equal to one times, or the Severance Multiplier, the sum of (a) the NEO’s annual base salary and (b) target bonus, payable in equal installments in accordance with the company’s normal payroll practices for 12 months, (ii) a pro-rata annual bonus based on actual performance, (iii) accelerated vesting of all unvested equity awards (with performance-based awards earned at the target level of performance) and (iv) payment of COBRA premiums for up to twelve months, or, if sooner, until eligible for similar coverage through another employer (we refer to (i) through (iv) collectively as the Severance Payments).

If the NEO is terminated without cause or resigns for good reason within 30 days prior to, or 2 years following, a change in control, then, subject to the Release Condition, the NEO will also be entitled to the Severance Payments;

provided, however, the Severance Multiplier will be 2.0x.

The March 12, 2021 amendments to Dr.

Schreiber’s, Ms.

DeYoung’s and Dr.

Pandite’s employment agreements each provided for a modest cash bonus of $7,500, in exchange for the NEO’s agreement to revised severance entitlements designed to better reflect market practices among our public company peer group.

In the event of a termination without cause or a resignation with good reason not in connection with a change in control, each NEO will now receive (i) severance payments equal to 1.0 times the NEO’s annual base salary, (ii) any earned but unpaid prior year annual bonus and a pro-rata annual bonus for the year of termination based on actual performance, (iii) accelerated vesting of all unvested equity awards granted on or prior to December 1, 2020 (with performance-based awards earned at the target level of performance) and (iv) payment of COBRA premiums for up to 12 months, or, if sooner, until eligible for similar coverage through another employer.

If the NEO is terminated without cause or resigns for good reason within 30 days prior to, or 12 months (reduced from 2 years) following, a change in control, then the NEO severance multiplier will be increased from one to 1.5 and will apply to both the executive’s annual base salary and target annual bonus, all outstanding equity awards will fully accelerate regardless of grant date, and the maximum COBRA premium payment period will be extended from 12 to 18 months.

Severance payments remain subject to the Release Condition and compliance with restricted covenants.

A similar employment agreement amendment was entered into on March 12, 2021 with Andrew R.

Neill, which, in addition to the above severance revisions also provided for his promotion to the role of Chief Financial Officer, an increase in his base salary from $350,000 to $390,000 and an increase in his target annual incentive opportunity from 30% to 40% of base salary.

A similar employment agreement amendment was also entered into with our General Counsel, Erin Ator Thomson that made only the severance changes noted above.

“Good Reason” under each of the NEO employment agreements generally means the occurrence of any of the following events, without the executive’s consent, provided, in each case, that such event is not cured within 30 days after the company receives notice from the executive specifying in reasonable detail the event constituting Good Reason:

(i) failure to pay the annual base salary or annual bonus when due, (ii) a reduction in the annual base salary or annual bonus, (iii) any diminution in the executive’s title or any substantial and sustained diminution in the executive’s duties or (iv) a required relocation of the executive’s primary work location by more than 25 miles.

“Cause” under each of the NEO employment agreements generally means:

(i) indictment for, conviction of, or a plea of nolo contendere to, (x) a felony (other than traffic-related) under the laws of the United States or any state thereof or any similar criminal act in a jurisdiction outside the United States or (y) a crime involving moral turpitude that could be injurious to the company or its reputation, (ii) willful malfeasance or willful misconduct which is materially and demonstrably injurious to the company, (iii) any act of fraud in the performance of executive’s duties or (iv) a material breach of any agreement with the company or any of the company’s material policies.

“Change in Control” under each of the NEO employment agreements generally means the occurrence of one or more of the following events:

(i) any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Exchange Act) or “group” (as such term is used in Section 13(d)(3) of the Exchange Act), other than the company or its subsidiaries or any benefit plan of the company or its subsidiaries is or becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the voting stock of the company;

(ii) the company transfers all or substantially all of its assets (unless the stockholders of the company immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the voting stock of the company, all of the voting stock or other ownership interests of the entity or entities, if any, that succeed to the business of the company or the company’s ultimate parent company if the company is a subsidiary of another corporation);

or (iii) any merger, reorganization, consolidation or similar transaction unless, immediately after consummation of such transaction, the stockholders of the company immediately prior to the transaction hold, directly or indirectly, more than 50% of the voting stock of the company or the company’s ultimate parent company if the company is a subsidiary of another corporation.

Each employment agreement provides that, to the extent that any payments would be subject to the excise tax imposed under Section 4999 of the Code, each executive will be entitled to receive either (a) the full amount of payments and benefits in connection with their employment with the company or (b) a portion of the payments and benefits having a value equal to $1 less than three times the NEO’s “base amount” (as defined in Section 280G(b)(3)(A) of the Code), whichever results in the receipt of the greater amount on an after-tax basis.

Director Compensation

Prior to our initial public offering during 2020, each of our non-employee directors received cash fees of $5,000 per meeting attended to compensate them for their services on the Board.

Our Board has adopted a non-employee director compensation policy, which became effective upon completion of our initial public offering.

Under this policy, each non-employee director is paid cash compensation as set forth below:

Annual retainer for Board membership (other than the Chairman)

Annual retainer for Non-Executive Chairman of the Board (if applicable)

Annual retainer for Lead Independent Director (if applicable)

Additional annual retainers

• Chair of the Audit Committee

• Chair of the Compensation Committee

• Chair of the Nominating and Corporate Governance Committee

• Member of the Audit Committee (other than Chair)

• Member of the Compensation Committee (other than Chair)

• Member of the Nominating and Corporate Governance Committee (other than Chair)

In addition to the annual retainers, each of our non-employee directors is granted equity awards consisting of (i) an initial, one-time award of stock options, restricted stock or restricted stock units, as determined in the discretion of the Compensation Committee, to each new non-employee director upon his or her election to the Board, with a grant date fair value equal to $140,000 that vests over a three-year period, subject to such director’s continued service;

and (ii) an annual award of stock options, restricted stock or restricted stock units, as determined in the discretion of the Compensation Committee, with a grant date fair value equal to $70,000 that vests on the first anniversary of the date of grant (or if sooner, immediately prior to the next annual meeting of the Company’s stockholders).

The total amount of cash retainers paid and equity awards (valued based on the grant date fair value) granted by the Company to any director for his or her service on the Board will not exceed $750,000 in any fiscal year.

The Board periodically reviews the non-employee director compensation policy and may revise the compensation arrangements for our directors from time to time.

Under this policy, on December 22, 2020, each non-employee director was granted an option covering 1,286 shares with a per share exercise price of $53.02.

In addition to the equity awards prescribed by the non-employee director compensation policy, on August 5, 2020, the Board approved an additional option grant for Ms.

Boudreau covering 83,570 shares with an exercise price of 4.67 per share, and on September 25, 2020, the Board approved additional option grants covering 27,400 shares each and with a $15.00 per share exercise price to Tyler Brous, George Golumbeski, and Neil Gibson, each of which grants vest in equal monthly installments over a one year period, subject to such director’s continued service.

The following table sets forth the total cash and equity compensation paid or granted to each of our non-employee directors for service on our Board during 2020.

Our employee directors, Dr.

Schreiber and Mr.

Hornblower, do not receive any additional compensation for their Board service.

Fees Earned or Paid in Cash ($)

Option Awards ($) (1)

18,750 289,117 307,867

34,375 302,227 336,602

27,625 302,227 329,852

George Golumbeski

26,000 302,227 328,227

9,750 46,657 56,407

Walter Loewenbaum (2)

10,000 — 10,000

David Lowe (2)

10,000 — 10,000

Victor Stone (2)

The amounts reported in this column represent the aggregate grant date fair value of stock options granted during the year ended December 31, 2020, as computed in accordance with FASB Accounting Standards Codification Topic 718.

The assumptions used in calculating the grant date fair value of the awards reported in the Option Awards column are set forth in Note 9, Stock-Based Compensation, to our financial statements included elsewhere in this Annual Report on Form 10-K.

Note that the amounts reported in this column reflect the aggregate accounting cost for these awards, and do not necessarily correspond to the actual economic value that may be received by the director from the awards.

Lowe stepped down from the Board in connection with the closing of the Series B-1 redeemable convertible preferred stock issuance in June 2020.

Loewenbaum stepped down from the Board on July 8, 2020.

Stone stepped down upon the closing of our initial public offering.

As of December 31, 2020, each of the company’s non-employee directors held the following aggregate number of option awards:

Option Awards

Boudreau 84,856

George Golumbeski

Michael Lee 1,286

Walter Loewenbaum

Victor Stone —

Other than as set forth in the Director Compensation Table above and reimbursement for their reasonable out-of-pocket expenses, including travel, food, and lodging, incurred in attending meetings of our Board and/or its committees, we provided no other compensation to our non-employee directors for 2020.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee has at any time during the prior three years been one of our officers or employees.

None of our executive officers currently serves, or in the past fiscal year has served, as a member of our Board or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table presents information regarding beneficial ownership of our equity interests as of March 1, 2021 by:

• each stockholder or group of stockholders known by us to be the beneficial owner of more than 5% of our outstanding equity interests (our “ 5% and Greater Stockholders”);

• each of our directors;

• each of our NEOs;

• all of our current directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC, and thus represents voting or investment power with respect to our securities.

Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after the date of this table to our knowledge and subject to applicable community property rules, the persons and entities named in the table have sole voting and sole investment power with respect to all equity interests beneficially owned.

The percentage ownership information shown in the column titled “Percentage of Shares Beneficially Owned” in the table below is based on 41,775,765 shares of our common stock outstanding as of the date of this table.

Unless otherwise indicated, the address of each individual listed in this table is 1018 W.

11th Street, Suite 100, Austin, Texas 78703.

Name and Address of Beneficial Owner Shares Beneficially Owned Percentage of Shares Beneficially Owned

5% and Greater Stockholders

Entities affiliated with Fidelity(1) 6,261,635 15.0 %

Entity affiliated with Redmile Group, LLC(2) 5,619,914 13.5 %

EcoR1 Capital, LLC(3) 2,456,854 5.9 %

Millennium Pharmaceuticals, Inc.(4) 2,100,312 5.0 %

Named Executive Officer and Directors

Taylor Schreiber, M.D., Ph.D.(5) 2,711,024 6.5 %

Josiah Hornblower(6) 3,391,065 8.1 %

Michael Lee — *

Boudreau(7) 55,713 *

Tyler Brous(8) 859,792 2.1 %

Neil Gibson, Ph.D.(9) 99,553 *

George Golumbeski, Ph.D.(10) 116,678 *

Casi DeYoung(11) 56,623 *

Lini Pandite, MBChB(12) 151,030 *

All Executive Officers and Directors as a group (11 persons) 7,794,138 18.7 %

Represents beneficial ownership of less than one percent.

(1) Per the Schedule 13-G/A filed with the SEC on February 8, 2021, the ownership of entities affiliated with Fidelity consists of 6,261,635 shares of common stock by subsidiaries of FMR LLC.

Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC.

Members of the Johnson family, including Abigail P.

Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC.

The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares.

Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, or the Investment Company Act, to form a controlling group with respect to FMR LLC.

Neither FMR LLC nor Abigail P.

Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act, or the Fidelity Funds, advised by Fidelity Management & Research Company, or FMR Co, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees.

FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.

The business address of each person and entity named in this footnote is 245 Summer Street, Boston, Massachusetts 02110.

(2) Per the Schedule 13-D filed with the SEC on October 15, 2020, the ownership of entities affiliated with Redmile Group, LLC consists of 5,619,914 shares of common stock held by Redmile Biopharma Investments II, L.P.

Redmile Group, LLC is the investment adviser to Redmile Biopharma Investments II, L.P.

and, in such capacity, exercises sole voting and investment power over all of the securities held by Redmile Biopharma Investments II, L.P.

and may be deemed to be the beneficial owner of these securities.

Green serves as the managing member of Redmile Group, LLC and also may be deemed to be the beneficial owner of these shares.

Redmile Group, LLC, Mr.

Green and Mr.

Lee each disclaim beneficial ownership of these shares, except to the extent of its or his pecuniary interest in such shares, if any.

The business address of Redmile Biopharma Investments II, L.P.

is c/o Redmile Group, LLC, One Letterman Drive, Building D, Suite D3-300, San Francisco, California 94129.

Lee is a member of our Board and a Co-Founder and Portfolio Manager of Redmile Group, LLC.

(3) Per the Schedule 13-F filed with the SEC on February 16, 2021, the ownership of EcoR1 Capital, LLC consists of 2,456,854 shares of common stock which are held by EcoR1 Capital Fund, L.P.

and EcoR1 Capital Fund Qualified, L.P.

(collectively “EcoR1 Funds”).

Oleg Nodelman is the Managing Director and owns and controls EcoR1 Capital, LLC.

EcoR1 Capital, LLC’s address is 357 Tehama Street, Suite 3, San Francisco, CA 94103.

(4) Per the Schedule 13-G/A filed with the SEC on January 29, 2021, the ownership of Millennium Pharmaceuticals, Inc.

(“Millennium”) consists of 2,100,312 shares of common stock.

Millennium is a wholly owned subsidiary of Takeda Pharmaceutical Company Limited.

As a result, Takeda Pharmaceutical Company Limited may be deemed to be the indirect beneficial owner of the shares held by Millennium.

Takeda Ventures, Inc.

(“Takeda Ventures”) is an affiliate of Takeda Pharmaceutical Company Limited.

The business address of Millennium is 40 Landsdowne Street, Cambridge, MA 02139.

(5) Consists of (a) 2,705,750 shares of common stock held by Houghton Capital Holdings, LLC, which is controlled by Dr.

Schreiber and (b) 5,274 shares of common stock held in Dr.

Schreiber’s name.

(6) Consists of (a) 3,311,709 shares of common stock held by Hornblower Capital Holdings, LLC, and (b) 79,356 shares of common stock held by Stone Dock Investors.

Hornblower has voting and investment power over the securities held by Hornblower Capital Holdings, LLC and Stone Dock Investors.

(7) Consists of 55,713 shares of common stock underlying options that are exercisable as of March 1, 2021 or will become exercisable within 60 days after such date.

(8) Consists of (a) 682,177 shares of common stock held by Lennox Dallas Partners, LP, or Lennox Partners, (b) 16,440 shares of common stock held by Lennox Dallas Holdings, LLC – Series 3, (c) 27,235 shares of common stock held by Lennox Dallas Holdings, LLC – Series 9, (d) 87,132 shares of common stock held by Lennox Dallas Holdings, LLC – Series 10 and (e) (i) 30,825 shares of common stock and (ii) 15,983 shares of common stock underlying options that are exercisable as of March 1, 2021 or will become exercisable within 60 days after such date held in Mr.

Brous is the Manger of the Lennox Dallas Holdings, LLC entities and is the Vice President of RS Holdings, Inc., the General Partner of Lennox Partners.

Brous has voting and investment power over all of the securities held by Lennox Partners and the Lennox Dallas Holdings, LLC entities.

(9) Consists of (a) 52,745 shares of common stock and (b) 46,808 shares of common stock underlying options that are exercisable as of March 1, 2021 or will become exercisable within 60 days after such date.

(10) Consists of 116,678 shares of common stock underlying options that are exercisable as of March 1, 2021 or will become exercisable within 60 days after such date.

(11) Consists of 56,623 shares of common stock underlying options that are exercisable as of March 1, 2021 or will become exercisable within 60 days after such date.

(12) Consists of (a) 83,514 shares of common stock, (b) 55,763 shares of common stock underlying options that are exercisable as of March 1, 2021 or will become exercisable within 60 days after such date, and (c) 11,753 restricted stock units that are settleable for shares of common stock within 60 days after March 1, 2021.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table contains information about our equity compensation plans as of December 31, 2020.

As of December 31, 2020, we had three equity compensation plans:

our 2016 Stock Incentive Plan, or 2016 Plan, our 2020 Stock Incentive Plan, or 2020 Plan, and our 2020 Employee Stock Purchase Plan, or 2020 ESPP.

Equity Compensation Plan Information

Plan Category

securities to be

options, warrants

exercise price

of outstanding

available for

future issuance

plans (excluding

securities reflected

in column (a))

Equity compensation plans approved by

security holders

2,753,774 $ 7.92 3,730,934

Equity compensation plans not approved by

security holders

2,753,774 $ 7.92 3,730,934

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the headings “Executive Compensation” and “Directors, Executive Officers and Corporate Governance.”

Security Ownership of Certain Beneficial Owners and Management and Related Stockholders

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Executive Compensation-Securities Authorized for Issuance Under Equity Compensation Plans.”

Certain Relationships and Related Transactions, and Director Independence

The following is a summary of each transaction or series of similar transactions since January 1, 2019 to which we were a party in which:

• the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years;

• any of our directors or executive officers or any beneficial owners of 5% of any class of our voting capital stock or and affiliate or immediate family member thereof, had or will have a direct or indirect material interest, other than compensation and other arrangements that are described under the section titled “Executive Compensation” or that were approved by our Compensation Committee.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to such securities.

Related Party Transactions

Preferred Stock Financings

In January 2020, with subsequent closings in February and March 2020, we completed an equity financing and issued and sold an aggregate of 550,571 shares of our Series B redeemable convertible preferred stock at a purchase price of $62.88051 per share.

We issued and sold the shares of Series B redeemable convertible preferred stock pursuant to a stock purchase agreement entered into with investors, for an aggregate purchase price of approximately $34.62 million.

Each share of our Series B redeemable convertible preferred shares automatically converted into 6.85 shares of our common stock immediately prior to the completion of our IPO in October 2020.

The following table summarizes purchases of our Series B redeemable convertible preferred stock by related persons:

Shares of Series B Redeemable Convertible Preferred Stock

Total Purchase Price

ECMC Group, Inc.

$ 5,000,006.63

Entities affiliated with Daniel A.

$ 2,999,966.25

Entities affiliated with Delphinium, Inc.

$ 1,999,977.50

Clark BP, LLC

Entities affiliated with Josiah Hornblower

Entities affiliated with G.

Walter Loewenbaum

Entities affiliated with Tyler Brous

Taylor Schreiber, M.D., Ph.D.

In June 2020, we issued and sold an aggregate of 1,319,964 shares of our Series B-1 redeemable convertible preferred stock at a purchase price of $62.88051 per share.

We issued and sold the shares of Series B-1 redeemable convertible preferred stock pursuant to a stock purchase agreement entered into with investors, for an aggregate purchase price of approximately $83.0 million.

Each share of our Series B-1 redeemable convertible preferred shares automatically converted into 6.85 shares of our common stock immediately prior to the completion of our IPO in October 2020.

The following table summarizes purchases of our Series B-1 redeemable convertible preferred stock by related persons:

Shares of Series B-1 Redeemable Convertible Preferred Stock

Total Purchase Price

Redmile Biopharma Investments II, L.P.

$ 20,000,026.50

Entities affiliated with Fidelity Investments

$ 20,000,026.50

Entities affiliated with Janus Henderson

$ 11,999,990.80

Entities affiliated with EcoR1 Capital LLC

159,032 $ 10,000,013.28

Entities affiliated with Hatteras Venture Partners

$ 5,000,006.63

Entities affiliated with Delphinium, Inc.

$ 1,619,927.70

ECMC Group, Inc.

Entities affiliated with Tyler Brous

Entities affiliated with G.

Walter Loewenbaum

Clark BP, LLC

Second Amended and Restated Investors’ Rights Agreement

We are party to a second amended and restated investors’ rights agreement, effective as of June 12, 2020, or the IRA, with our stockholders who previously held our redeemable convertible preferred stock and certain other stockholders.

The IRA provides these holders with certain registration rights, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.

These registration rights will terminate no later than five years after the completion of our IPO or, with respect to any particular holder, at such time that such holder can sell its shares, under Rule 144 under the Securities Act or otherwise, during any 90-day period without registration.

Second Amended and Restated Voting Agreement

We are party to a second amended and restated voting agreement, effective as of June 12, 2020, or the Voting Agreement, with our stockholders who previously held our redeemable convertible preferred stock and certain other holders of our capital stock, and entities affiliated with our two founders, which such entities are referred to as the Key Holders.

All of our current directors were elected pursuant to the terms of this agreement.

The Voting Agreement terminated upon completion of our IPO, and members previously elected to our Board pursuant to this agreement will continue to serve as directors until they resign, are removed or their successors are duly elected by the holders of our common stock.

Second Amended and Restated Right of First Refusal and Co-Sale Agreement

We are party to a second amended and restated right of first refusal and co-sale agreement, effective as of June 12, 2020, or the ROFR Agreement, with our stockholders who previously held our redeemable convertible preferred stock and certain other holders of our capital stock.

The ROFR Agreement terminated upon completion of our IPO.

Takeda Collaboration Agreement

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Collaboration Agreement - Collaboration Agreement with Takeda” for information regarding our Collaboration Agreement with Takeda.

Indemnification Agreements

In connection with our IPO, we entered into agreements to indemnify our directors and executive officers.

These agreements, among other things, require us to indemnify these individuals for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status as a member of our Board to the maximum extent allowed under Delaware law.

Board Determination of Independence

Nasdaq listing rules requires a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing.

In addition, the Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act.

Under the Nasdaq listing rules, a director will only qualify as an “independent director” if, in the opinion of our Board, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

(1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director;

and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our Board undertook a review of the composition of our board of directors and its committees and the independence of each director.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board has determined that Ms.

Boudreau, Mr.

Golumbeski, and Mr.

Lee qualify as “independent directors” as defined by the Nasdaq listing rules.

Hornblower and Dr.

Schreiber are not deemed to be independent under the Nasdaq Listing Rules by virtue of their employment with the company.

Our Board also determined that each of the directors currently serving on the audit committee (Ms.

Boudreau, Mr.

Brous, and Dr.

Gibson) and the compensation committee (Ms.

Boudreau, Mr.

Brous, and Dr.

Golumbeski) satisfy the independence standards for audit committees and compensation committees, as applicable, established by SEC and Nasdaq listing rules.

In making such determinations, our Board considered the relationships that each such non-employee director has with our company and all other facts and circumstances our Board deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2022 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K, including under the headings “Directors, Executive Officers and Corporate Governance” and “Certain Relationships and Related Party Transactions.”

Principal Accountant Fees and Services

Audit Fees and Services

KPMG LLP is our independent registered public accounting firm for the year ended December 31, 2020 and 2019.

The following table summarizes the fees of KPMG LLP billed to us for each of the last two fiscal years.

All of such services and fees were pre-approved by our Audit Committee in accordance with the “Pre-Approval Policies and Procedures” described below.

Year ended December 31,

Audit Fees (1)

$ 891,723 $ 75,000

Audit-Related Fees (2)

All Other Fees (4)

$ 891,723 $ 105,446

(1) “Audit fees” include fees billed for professional services primarily related to the audits of our 2020 and 2019 annual financial statements, the review of our quarterly financial statements, and related services that are normally provided in connection with registration statements.

Included in the 2020 audit fees are fees of $650,000 related to our initial public offering in October 2020.

(2) “Audit-related fees” include fees billed for assurance and related services reasonably related to the performance of the audit or review of our financial statements.

Included in the 2019 audit-related fees are fees of $30,446 related to additional audit procedures for a PCAOB inspection.

(3) “Tax fees” include fees for tax compliance and advice.

Tax advice fees encompass a variety of permissible tax services, including technical tax advice related to federal and state income tax matters;

assistance with sales tax;

and assistance with tax audits;

assistance with international tax planning;

and assistance with the computation of eligible amounts of federal and state research tax credits and the federal orphan drug credit.

(4) “All Other fees” includes database subscription fees paid to KPMG.

Pre-Approval Policies and Procedures

Our audit committee has adopted procedures requiring the pre-approval of all audit and non-audit services performed by our independent registered public accounting firm in order to assure that these services do not impair the auditor’s independence.

These procedures generally approve the performance of specific services subject to a cost limit for all such services.

This general approval is to be reviewed, and if necessary modified, at least annually.

Management must obtain the specific prior approval of the audit committee for each engagement of the independent registered public accounting firm to perform other audit-related or other non-audit services.

The audit committee does not delegate its responsibility to approve services performed by the independent registered public accounting firm to any member of management.

Our audit committee has delegated authority to the committee chair to pre-approve any audit or non-audit service to be provided to us by our independent registered public accounting firm provided that the fees for such services do not exceed $100,000.

Any approval of services by the committee chair pursuant to this delegated authority must be reported to the audit committee at the next meeting of the committee.

Ratification of Selection of Independent Registered Public Accounting Firm.” Our independent registered public accounting firm is KPMG LLP, Austin, TX PCAOB ID:

Exhibits and Financial Statement Schedules

1 unchanged sentence

(a) Financial Statements.

See Index to Consolidated Financial Statements at Part II, Item 8 “Financial Statements – Condensed Audited Financial Statements.”

See Index to Consolidated Financial Statements at Part II, Item 8 “Financial Statements – Audited Financial Statements.”

(b) Financial Statement Schedules.

14 unchanged sentences

333-248918)).

4.3* Description of Securities

4.3 Description of Securities (incorporated by reference from Exhibit 4.3 of the Company’s Annual Report on Form 10-K filed on March 16, 2021).

10.1+ Form of Indemnification Agreement for directors and executive officers (incorporated by reference from Exhibit 10.1 of the Company’s Amendment No.

2 unchanged sentences

10.4+ Employment Agreement, dated December 5, 2019, by and between Shattuck Labs, Inc.

and Josiah C.

Hornblower (incorporated by reference from Exhibit 10.2 to the Company’s Registration Statement on Form S-1 filed on September 18, 2020 (Commission File No.

333-248918)).

10.3+ Amendment No.

1 to Employment Agreement, dated March 27, 2020, by and between Shattuck Labs, Inc.

and Josiah C.

Hornblower (incorporated by reference from Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed on September 18, 2020 (Commission File No.

333-248918)).

10.4+ Employment Agreement, dated December 5, 2019, by and between Shattuck Labs, Inc.

and Taylor Schreiber (incorporated by reference from Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed on September 18, 2020 (Commission File No.

6 unchanged sentences

2 to Employment Agreement, dated March 12, 2021, by and between Shattuck Labs, Inc.

and Taylor Schreiber .

and Taylor Schreiber (incorporated by reference from Exhibit 10.6 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

10.7+ Employment Agreement, dated December 5, 2019, by and between Shattuck Labs, Inc.

3 unchanged sentences

1 to Employment Agreement, dated March 12, 2021, by and between Shattuck Labs, Inc.

and Arundathy Nirmalini Pandite.

and Arundathy Nirmalini Pandite (incorporated by reference from Exhibit 10.8 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

10.9+ Employment Agreement, dated December 5, 2019, by and between Shattuck Labs, Inc.

3 unchanged sentences

1 to Employment Agreement, dated March 12, 2021, by and between Shattuck Labs, Inc.

and Erin Ator Thomson .

and Erin Ator Thomson (incorporated by reference from Exhibit 10.10 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

10.11+ Employment Agreement, dated December 5, 2019, by and between Shattuck Labs, Inc.

5 unchanged sentences

and Andrew R.

Neill (incorporated by reference from Exhibit 10.12 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

10.13+ Employment Agreement, dated December 9, 2019, by and between Shattuck Labs, Inc.

and Casi DeYoung.

and Casi DeYoung (incorporated by reference from Exhibit 10.1 3 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

10.14+ Amendment No.

1 to Employment Agreement, dated March 12, 2021, by and between Shattuck Labs, Inc.

and Cas i DeYo ung .

and Casi DeYoung (incorporated by reference from Exhibit 10.14 of Shattuck’s Annual Report on Form 10-K filed on March 16, 2021 (Commission File No.

10.15+ 2020 Equity Incentive Plan (incorporated by reference from Exhibit 10.9 of the Company’s Amendment No.

7 unchanged sentences

333-248918)).

10.18† Collaboration Agreement, dated August 8, 2017, by and between Shattuck Labs, Inc.

and Millennium Pharmaceuticals, Inc., as amended (incorporated by reference from Exhibit 10.11 to the Company’s Registration Statement on Form S-1 filed on September 18, 2020 (Commission File No.

333-248918)).

10.19† Exclusive License Agreement, dated June 3, 2016, by and between Shattuck Labs, Inc.

10 unchanged sentences

333-248918)).

10.23† Takeda Termination Agreement (incorporated by reference from Exhibit 10.1 of Shattuck’s Quarterly Report on Form 10-Q filed on November 9, 2022 (Commission File No.

23.1* Consent of Independent Registered Public Accounting Firm.

38 unchanged sentences

( principal financial and accounting officer )

/s/ Josiah Hornblower

Executive Chairman and Director March 16, 2021

Josiah Hornblower

Director March 16, 2021

George Golumbeski

Director March 16, 2021

Chairman of the Board March 15, 2022

George Golumbeski

Director March 15, 2022

Carrie Brownstein Director March 15, 2022

Carrie Brownstein

/s/ Michael Lee

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures