AVEO DEF14a 2022 (combined)

DEF 14A 1 aveodef14a2022combined.htm DEF 14A AVEO DEF14a 2022 (combined)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

AVEO PHARMACEUTICALS, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.



Notice of 2022 Annual Meeting of Stockholders


DATE AND TIME			Tuesday, June 7, 2022, at 10:00 a.m., Eastern Time
PLACE			Donnelley Financial Solutions, 20 Custom House Street, 7th Floor, Boston, MA 02110
ITEMS OF BUSINESS			•Elect seven directors, each to serve for a one-year term expiring at our 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified.
			•Approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 50,000,000 to 80,000,000.
			•Approve an amendment to the AVEO Pharmaceuticals, Inc. 2019 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder.
			•Approve an amendment to the AVEO Pharmaceuticals, Inc. Amended and Restated 2010 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder from 576,400 to 876,400.
			•Approve an advisory vote on executive compensation.
			•Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.
			Stockholders will also act on any other business that may properly come before the annual meeting or any adjournment thereof.
RECORD DATE			Stockholders of record at the close of business on April 11, 2022 are entitled to vote at the annual meeting and at any adjournment or postponement thereof.
PROXY VOTING			It is important you vote your shares so they are counted at the annual meeting. You can vote your shares over the Internet at the web address included in the Notice of Internet Availability of Proxy Materials and included in the proxy card (if you received a proxy card), by telephone through the number included in the proxy card (if you received a proxy card) or by signing and dating your proxy card (if you received a proxy card) and mailing it in the prepaid and addressed envelope. You may also vote in person by attending the annual meeting and delivering your completed proxy card in person or by completing a ballot at the annual meeting.

Michael Bailey

President and Chief Executive Officer

AVEO Pharmaceuticals, Inc.

30 Winter Street

Boston, Massachusetts 02108

April 26, 2022


Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on June 7, 2022: The Notice of 2022 Annual Meeting and Proxy Statement and 2021 Annual Report are available as of today’s date, April 26, 2022, at www.proxydocs.com/AVEO.


Meeting Format: The 2022 annual meeting will be conducted in person. There is no registration required to attend the annual meeting. If you are a shareholder of record, which means you hold your shares in your name, you may attend the meeting. If you own shares in the name of a bank, broker or other holder of record (“street name”), you will need to ask your broker or bank for a copy of the proxy they received from us. You will need to bring the proxy with you to the annual meeting, which will be held at Donnelley Financial Solutions, 20 Custom House Street, 7th Floor, Boston, MA 02110 on Tuesday, June 7, 2022, at 10:00 a.m., Eastern time. Please refer to the additional logistical details in the accompanying proxy statement for more information on how to participate in the annual meeting.

HOW TO VOTE

Please refer to the following proxy materials or the information forwarded by your bank, broker or other holder of record to see which voting methods are available to you.

BY INTERNET
www.proxypush.com/AVEO

BY PHONE
1-866-230-6355

BY MAIL
If you requested paper copies of your proxy materials, mark, sign, date and return the proxy card in the postage-paid envelope provided

IN PERSON

Attend the annual meeting and deliver your completed proxy card or complete a ballot at the meeting

TABLE OF CONTENTS


PROXY STATEMENT			1

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1

HOUSEHOLDING OF ANNUAL MEETING MATERIALS			7

OWNERSHIP OF OUR COMMON STOCK			7

PROPOSAL 1—ELECTION OF DIRECTORS			10

CORPORATE GOVERNANCE			18

General			18

Composition of our Board of Directors			18

Board Determination of Independence			19

Role of the Board			20

The Board’s Role in Risk Oversight			21

Environmental, Social and Governance Focus			21

Policy Against Hedging and Pledging Company Securities			21

Board and Committee Meetings			22

Director Attendance at Annual Meeting of Stockholders			22

Board Committees			22

Director Nomination Process			24

Communicating with the Independent Directors			26

Compensation Determination Process			26

REPORT OF THE AUDIT COMMITTEE			28

Principal Accountant Fees and Services			28

Audit Committee Pre-Approval Policies and Procedures			29

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			29

Policies and Procedures for Related Person Transactions			29

Related Person Transactions			30

EXECUTIVE AND DIRECTOR COMPENSATION			31

Compensation Discussion and Analysis			31

REPORT OF THE COMPENSATION COMMITTEE			46
Summary Compensation Table			47

Grants of Plan-Based Awards for the Year Ended December 31, 2021			49

Outstanding Equity Awards at December 31, 2021			49

Option Exercises			51

Pay Ratio of Chief Executive Officer to Median Employee			51

Employment Agreements and Severance Arrangements			51

Potential Payments and Benefits Upon Termination and a Change in Control			54

Equity Compensation Plan Information			58


Compensation Committee Interlocks and Insider Participation			58

Director Compensation			58


PROPOSAL 2—APPROVAL OF AN AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF OUR COMMON STOCK FROM 50,000,000 TO 80,000,000			61

PROPOSAL 3—APPROVAL OF AN AMENDMENT TO THE 2019 EQUITY INCENTIVE PLAN			63

PROPOSAL 4—APPROVAL OF AN AMENDMENT TO THE AMENDED AND RESTATED 2010 EMPLOYEE STOCK PURCHASE PLAN			78

PROPOSAL 5—ADVISORY VOTE ON EXECUTIVE COMPENSATION			84

PROPOSAL 6—RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			86

OTHER MATTERS			87

STOCKHOLDER PROPOSALS			87

APPENDIX A			A-1

APPENDIX B			B-1

APPENDIX C			C-1

AVEO PHARMACEUTICALS, INC.

30 WINTER STREET

BOSTON, MASSACHUSETTS 02108

PROXY STATEMENT

FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 7, 2022

This Proxy Statement and the accompanying proxy card are being furnished in connection with the solicitation of proxies by the board of directors of AVEO Pharmaceuticals, Inc. for use at the 2022 Annual Meeting of Stockholders to be held on Tuesday, June 7, 2022 at 10:00 a.m., Eastern Time, at Donnelley Financial Solutions, 20 Custom House Street, 7th Floor, Boston, MA 02110, and at any adjournment thereof. Except where the context otherwise requires, references to “we,” “us,” “our,” “our company,” the “company” and similar terms refer to AVEO Pharmaceuticals, Inc. and its consolidated subsidiaries.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of 2022 Annual Meeting of Stockholders. You may revoke your proxy at any time before it is exercised at the annual meeting by submitting a later dated proxy or by giving our Corporate Secretary written notice to that effect.

On or about April 28, 2022, we are mailing to our stockholders of record as of April 11, 2022 a Notice of Internet Availability of Proxy Materials (the "Notice"), including this Proxy Statement and our 2022 Annual Report to Stockholders on Form 10-K, instead of paper copies of these documents. The Notice contains instructions on how to access those documents over the Internet. The Notice also contains instructions on how you may receive a paper copy of our proxy materials, including this Proxy Statement, our 2021 Annual Report to Stockholders on Form 10-K and a form of proxy card or voting instruction card.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on June 7, 2022:

This Proxy Statement and our 2021 Annual Report to Stockholders on Form 10-K are available for viewing, printing and downloading at www.proxydocs.com/AVEO.

A copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”), except for exhibits, will be furnished without charge to any stockholder upon written request to AVEO Pharmaceuticals, Inc., 30 Winter Street, Boston, Massachusetts 02108, Attention: Corporate Secretary. Copies of exhibits, if any, are also available upon written request to the preceding address and upon the payment of an appropriate processing fee. This Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 are also available on the SEC’s website at www.sec.gov.

IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Q. Why did I receive these proxy materials?

A. We are providing these proxy materials to you, as a stockholder of record of AVEO Pharmaceuticals, Inc., in connection with the solicitation by our board of directors of proxies to be voted at our 2022 Annual Meeting of Stockholders to be held at Donnelley Financial Solutions, 20 Custom House Street, 7th Floor, Boston, MA 02110 on Tuesday, June 7, 2022 at 10:00 a.m., Eastern Time. As a stockholder of record of AVEO Pharmaceuticals, Inc. as of April 11, 2022, you are invited to attend our annual meeting and are entitled and requested to vote on the proposals described in this proxy statement.

Q. What is the purpose of the annual meeting?

A. At the annual meeting, stockholders will consider and vote on the following matters:

1.To elect seven directors, each to serve for a one-year term expiring at our 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified;

2.To approve an amendment to the AVEO Pharmaceuticals, Inc. Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 80,000,000;

3.To approve an amendment to the AVEO Pharmaceuticals, Inc. 2019 Equity Incentive Plan, (the "2019 Plan"), to increase the number of shares of common stock reserved for issuance under the 2019 Plan;

4.To approve an amendment to the AVEO Pharmaceuticals, Inc. Amended and Restated 2010 Employee Stock Purchase Plan (the "ESPP") to increase the number of shares of common stock reserved for issuance under the ESPP from 576,400 to 876,400;

5.To approve a non-binding advisory vote on executive compensation; and

6.To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.

Stockholders will also act on any other business that may properly come before the annual meeting, or any adjournment thereof.

Q. Who can vote at the annual meeting?

A. To be entitled to vote, you must have been a stockholder of record at the close of business on April 11, 2022, the record date for determining our stockholders entitled to vote at our annual meeting. There were 34,474,710 shares of our common stock outstanding and entitled to vote at the annual meeting as of the record date.

Q. How many votes do I have?

A. Each share of our common stock that you own as of the record date will entitle you to one vote on each matter considered at the annual meeting.

Q. How do I vote?

A. Submit a Proxy: If you are the “record holder” of your shares, meaning that you own your shares in your own name and not through a bank, brokerage firm or other nominee, you may submit a proxy to cause your shares to be present and voted at the annual meeting:

(1)Submit a Proxy Over the Internet: Go to the website of our tabulator at www.proxypush.com/AVEO. Use the vote control number printed on the Notice (or your proxy card) to access your account and submit a proxy to vote your shares. You must specify how you want your shares voted. If you do not specify how you want your shares voted, your Internet proxy will not be completed, and you will receive an error message. Your shares will be voted according to your instructions.

(2)Submit a Proxy by Telephone: Call 1-866-230-6355, toll free from the United States, Canada and Puerto Rico, and follow the recorded instructions. You will need to have the Notice (or your proxy card) in hand when you call. You must specify how you want your shares voted and confirm your proxy to vote your shares as instructed at the end of the call, or your telephonic proxy cannot be completed. Your shares will be voted according to your instructions.

(3)Submit a Proxy by Mail: If you received a printed copy of the proxy materials, complete and sign your enclosed proxy card and mail it in the enclosed postage prepaid envelope to Mediant Communications, P.O. Box 8016, Cary, NC 27512-9903. Mediant Communications must receive the proxy

card not later than Monday, June 6, 2022, the day before the annual meeting, for your mailed proxy to be valid and your shares to be voted at the annual meeting. Your shares will be voted according to your instructions. If you return your proxy card but do not specify how you want your shares voted on any particular matter, they will be voted in accordance with the recommendations of our board of directors.

(4)Vote in Person at the Meeting: If you attend the annual meeting, you may deliver your completed proxy card in person or you may vote by completing a ballot, which we will provide to you at the annual meeting. If you choose to vote in person at the annual meeting, you must bring a government-issued proof of identification that includes a photo (such as a driver’s license or passport) and either the enclosed proxy card or other verification of your ownership of shares of common stock as of the record date.

If your shares are held in “street name,” meaning they are held for your account by a bank, brokerage firm or other nominee, you are deemed to be the beneficial owner of your shares. The intermediary that holds the shares for you is considered the record holder for the purposes of voting at the annual meeting. As the beneficial owner, you have the right to instruct your intermediary as to how to vote the shares held in your account by following the instructions contained on the voting instruction card provided to you by the intermediary. Your intermediary is required to vote the shares it holds on your behalf according to your instructions. The proxy materials, as well as voting and revocation instructions, should be forwarded to you by the intermediary that holds your shares. To cause your shares to be voted at the annual meeting, you will need to follow the instructions that your intermediary provides you. Many intermediaries solicit voting instructions over the Internet or by telephone.

If your shares are held in “street name,” you may also vote your shares in person at the annual meeting. To attend the annual meeting, you must bring an account statement or letter from your bank, brokerage firm or other nominee showing that you are the beneficial owner of the shares as of the record date. To vote your shares held in street name at the annual meeting, you will also need to obtain a legal proxy from the holder of record.

Q. Can I change my vote?

A. If your shares are registered directly in your name, you may revoke your proxy before the annual meeting. You may also revoke any previously submitted proxy by attending the annual meeting and voting in person at the annual meeting. To do so, you must do one of the following:

(1)Submit a new proxy over the Internet or by telephone as instructed above. Only your latest Internet or telephone proxy will be voted at the annual meeting. Please note, however, that you will not be able to revoke your previously submitted proxy over the Internet or by telephone after 11:59 p.m., Eastern Time, on Monday, June 6, 2022.

(2)Sign a new proxy and submit it by mail to Mediant Communications, P.O. Box 8016, Cary, NC 27512-9903. Mediant Communications must receive the proxy card no later than Monday, June 6, 2022. Only your latest dated proxy will be voted at the annual meeting.

(3)Attend the annual meeting and vote in person as instructed above. Attending the annual meeting alone, without submitting a new proxy, will not revoke any previously submitted proxy.

(4)Give our Corporate Secretary written notice before the annual meeting or prior to the taking of the vote at the annual meeting that you want to revoke your previously submitted proxy.

If your shares are held in “street name,” you may submit new voting instructions by contacting your bank, brokerage firm or other nominee. You may also vote in person at the annual meeting, which will have the effect of revoking any previously submitted voting instructions, if you obtain a legal proxy from the record holder of your shares as described in the answer to the question “How do I vote?” above.

Q. Will my shares be voted if I do not return my proxy?

A. If your shares are registered directly in your name, your shares will not be voted if you do not submit a proxy over the Internet, by telephone or by mail or vote in person at the annual meeting.

If your shares are held in “street name,” your bank, brokerage firm or other nominee under certain circumstances may vote your shares if you do not return your voting instructions. Banks, brokerage firms or other nominees can vote customers’ shares for which they have not received voting instructions on discretionary matters. However, your bank, brokerage firm or other nominee will not be allowed to vote your shares on non-discretionary matters. If you do not return voting instructions to your bank, brokerage firm or other nominee to vote your shares, your bank, brokerage firm or other nominee may, on discretionary matters, either vote your shares or leave your shares unvoted.

Your bank, brokerage firm or other nominee cannot vote your shares on any matter that is considered non-discretionary. Proposal 1, the election of directors; Proposal 3, the approval of an amendment to the 2019 Equity Incentive Plan; Proposal 4, the approval of an amendment to the amended and restated 2010 Employee Stock Purchase Plan; and Proposal 5, a non-binding advisory vote on executive compensation, are considered non-discretionary matters. If you do not instruct your bank, brokerage firm or other nominee how to vote with respect to these matters, your bank, brokerage firm or other nominee may not vote with respect to these proposals and those votes will be counted as “broker non-votes.” “Broker non-votes” are shares that are held in “street name” by a bank, brokerage firm or other nominee that indicates on its proxy that it does not have or did not exercise discretionary authority to vote on a particular matter. Proposal 2, the approval of an amendment to the Restated Certificate of Incorporation, and Proposal 6, the ratification of the appointment of our independent registered public accounting firm, are considered discretionary matters, and your bank, brokerage firm or other nominee may vote on these discretionary matters even if it does not receive instructions from you, so long as it holds your shares in its name. We encourage you to provide voting instructions to your bank, brokerage firm or other nominee. This ensures that your shares will be voted at the annual meeting according to your instructions. You should receive directions from your bank, brokerage firm or other nominee about how to submit your voting instructions to them.

Q. How many shares must be represented to hold the annual meeting?

A. To hold the annual meeting, our bylaws require stockholders holding a majority in voting power of our shares issued and outstanding as of the record date, and entitled to vote at the annual meeting, to be present in person or represented by proxy. This is called a quorum. The inspector of election will inform the Corporate Secretary of the number of shares represented at the meeting, either present in person or represented by proxy, and entitled to vote at the meeting sufficient to constitute a quorum and the Corporate Secretary will declare that a quorum exists. For purposes of determining whether a quorum exists, we count as present any shares for which a proxy has been submitted over the Internet, by telephone, or by completing and submitting a proxy by mail, or that are represented in person at the annual meeting. Further, for purposes of establishing a quorum only, we will count a stockholder’s shares as present even if the stockholder votes (or submits a proxy with instructions to vote) on fewer than all of the proposals or to abstain. In addition, we will count as present shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote those shares on Proposals 1, 2, 3, 4, 5 and 6. If a quorum is not present, we expect to adjourn the annual meeting until we obtain a quorum.

Q. What vote is required to approve each matter and how are votes counted?

A. Proposal 1—Election of Directors

The seven nominees for director to receive the highest number of votes FOR election will be elected as directors. This is called a plurality. Proposal 1 is considered a non-discretionary matter. Therefore, if your shares are held by your bank, brokerage firm or other nominee in “street name” and you do not provide voting instructions with respect to your shares, your bank, brokerage firm or other nominee

cannot vote your shares on Proposal 1. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 1 will not be counted as votes FOR or WITHHELD from any nominee. As a result, such “broker non-votes” will have no effect on the voting on Proposal 1. You may vote FOR or WITHHOLD your vote from each of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors and will not affect the results of the vote.

Proposal 2—Approval of an Amendment to our Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock from 50,000,000 to 80,000,000

To approve Proposal 2, stockholders holding a majority of the outstanding shares of our common stock entitled to vote thereon must vote FOR the proposal. Proposal 2 is considered a discretionary matter. Therefore, if your shares are held by your bank, brokerage firm or other nominee in “street name” and you do not provide voting instructions with respect to your shares, your bank, brokerage firm or other nominee may vote your shares on Proposal 2. If you ABSTAIN from voting on Proposal 2, your shares will not be voted FOR or AGAINST the proposal. Because this Proposal 2 requires an affirmative vote of a majority of the outstanding shares entitled to vote thereon, votes to ABSTAIN will have the equal effect as a vote AGAINST the proposal.

Proposal 3—Approval of an Amendment to the 2019 Equity Incentive Plan

To approve Proposal 3, stockholders holding a majority of the votes cast on the matter and voting FOR or AGAINST the proposal must vote FOR the proposal. Proposal 3 is considered a non-discretionary matter. Therefore, if your shares are held by your bank, brokerage firm or other nominee in “street name” and you do not provide voting instructions with respect to your shares, your bank, brokerage firm or other nominee cannot vote your shares on Proposal 3. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 3 will not be counted as votes FOR or AGAINST the proposal and also will not be counted as votes cast or shares voting on the proposal. If you ABSTAIN from voting on Proposal 3, your shares will not be voted FOR or AGAINST the proposal and also will not be counted as votes cast or shares voting on the proposal. As a result, “broker non-votes” and votes to ABSTAIN will have no effect on the outcome of Proposal 3.

Proposal 4—Approval of an Amendment to the Amended and Restated 2010 Employee Stock Purchase Plan

To approve Proposal 4, stockholders holding a majority of the votes cast on the matter and voting FOR or AGAINST the proposal must vote FOR the proposal. Proposal 4 is considered a non-discretionary matter. Therefore, if your shares are held by your bank, brokerage firm or other nominee in “street name” and you do not provide voting instructions with respect to your shares, your bank, brokerage firm or other nominee cannot vote your shares on Proposal 4. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 4 will not be counted as votes FOR or AGAINST the proposal and also will not be counted as votes cast or shares voting on the proposal. If you ABSTAIN from voting on Proposal 4, your shares will not be voted FOR or AGAINST the proposal and also will not be counted as votes cast or shares voting on the proposal. As a result, “broker non-votes” and votes to ABSTAIN will have no effect on the outcome of Proposal 4.

Proposal 5—Advisory Vote on Executive Compensation

Our board of directors is holding a non-binding advisory vote regarding the compensation of our named executive officers, as described in the “Executive and Director Compensation” section of this proxy statement, including the executive compensation tables and accompanying narrative disclosures therein. To approve Proposal 5, stockholders holding a majority of the votes cast on the matter and voting FOR or AGAINST the proposal must vote FOR the proposal. Proposal 5 is considered a non-discretionary matter. Therefore, if your shares are held by your bank, brokerage firm or other nominee in “street name”

and you do not provide voting instructions with respect to your shares, your bank, brokerage firm or other nominee cannot vote your shares on Proposal 5. Shares held in “street name” by banks, brokerage firms or other nominees who indicate on their proxies that they do not have authority to vote the shares on Proposal 5 will not be counted as votes FOR or AGAINST the proposal and also will not be counted as votes cast or shares voting on the proposal. If you ABSTAIN from voting on Proposal 5, your shares will not be voted FOR or AGAINST the proposal and also will not be counted as votes cast or shares voting on the proposal. As a result, “broker non-votes” and votes to ABSTAIN will have no effect on the outcome of Proposal 5.

The proposal is advisory and non-binding in nature, but our compensation committee and board of directors will take into account the outcome of the vote when considering future executive compensation arrangements.

Proposal 6—Ratification of Appointment of Independent Registered Public Accounting Firm

To approve Proposal 6, stockholders holding a majority of the votes cast on the matter and voting FOR or AGAINST the proposal must vote FOR the proposal. Proposal 6 is considered a discretionary matter. Therefore, if your shares are held by your bank, brokerage firm or other nominee in “street name” and you do not provide voting instructions with respect to your shares, your bank, brokerage firm or other nominee may vote your shares on Proposal 6. If you ABSTAIN from voting on Proposal 6, your shares will not be voted FOR or AGAINST the proposal and also will not be counted as votes cast or shares voting on the proposal. As a result, votes to ABSTAIN will have no effect on the outcome of Proposal 6.

Although stockholder approval of our audit committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022 is not required, we believe that it is advisable to give stockholders an opportunity to ratify this appointment. If this proposal is not approved at the annual meeting, our audit committee will reconsider its appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.

Q. How does the board of directors recommend that I vote on the proposals?

A. Our board of directors recommends that you vote:

FOR the election of each of the seven nominees to serve on our board of directors, each to serve for a one-year term expiring at our 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified;

FOR the approval of an amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 80,000,000;

FOR the approval of an amendment to the 2019 Equity Incentive Plan to increase the number of shares available for issuance under the plan;

FOR the approval of an amendment to the Amended and Restated 2010 Employee Stock Purchase Plan to increase the number of shares available for issuance under the plan from 576,400 to 876,400;

FOR the approval of the non-binding advisory vote on the compensation of our named executive officers; and

FOR the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2022.

Q. Are there other matters to be voted on at the annual meeting?

A. We do not know of any other matters that may come before the annual meeting. If any other matters are properly presented at the annual meeting, the persons named in the accompanying proxy intend to vote, or otherwise act, in accordance with their judgment on the matter.

Q. Where can I find the voting results?

A. We plan to report the voting results in a Current Report on Form 8-K filed with the SEC within four business days following the date of our annual meeting.

Q. What are the costs of soliciting these proxies?

A. We will bear the cost of soliciting proxies. We have retained Morrow Sodali LLC to assist us in solicitation of proxies for an aggregate fee of approximately $7,500, plus reasonable out-of-pocket expenses. In addition to solicitation by mail, our directors, officers and employees may solicit proxies by telephone, e-mail, facsimile and in person without additional compensation. We may reimburse banks, brokerage firms or other nominees holding stock in their names, or in the names of their nominees, for their expenses in sending proxies and proxy material to beneficial owners.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokerage firms and other nominee record holders may be participating in the practice of “householding” proxy statements, annual reports to stockholders and notices of Internet availability of proxy materials. This means that only one copy of such materials may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of any such document to you upon written or oral request to AVEO Pharmaceuticals, Inc., 30 Winter Street, Boston, Massachusetts 02108, Attention: Corporate Secretary, telephone: (857) 400-0101. If you want to receive separate copies of the proxy statement, annual report to stockholders or notices of Internet availability of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, brokerage firm or other nominee record holder, or you may contact us at the above address and phone number.

OWNERSHIP OF OUR COMMON STOCK

Unless otherwise provided below, the following table sets forth information regarding beneficial ownership of our common stock as of April 11, 2022 by:

•each person, or group of affiliated persons, known to us to be the beneficial owner of 5% or more of the outstanding shares of our common stock;

•each of our current directors and director nominees;

•our executive officers that are named in the “Summary Compensation Table" included elsewhere in this proxy statement; and

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

The number of shares of common stock beneficially owned by each person or entity is determined in accordance with the applicable rules of the SEC and includes voting or investment power with respect to shares of our common stock. The information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated in the table or in the footnotes to the table below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under community property laws. The inclusion herein of any shares as beneficially owned does not constitute an admission of beneficial ownership.

The column entitled “Percentage of Shares Beneficially Owned” is based on a total of 34,474,710 shares of our common stock outstanding as of April 11, 2022. Except as otherwise set forth below, the address of each beneficial owner is c/o AVEO Pharmaceuticals, Inc., 30 Winter Street, Boston, Massachusetts 02108.


Name and Address of Beneficial Owner	Number of Common Shares Beneficially Owned		Common Stock Underlying Options Exercisable Within 60 Days		Total Equity Securities Beneficially Owned	Percentage of Shares Beneficially Owned
Holders of more than 5% of our voting securities
Entities affiliated with New Enterprise Associates(1) 1954 Greenspring Drive, Suite 600 Timonium, MD 21093	3,952,958		—		3,952,958	11.5	%
Entities affiliated with AIGH Capital Management, LLC(2) 6006 Berkeley Avenue, Baltimore, MD 21209	2,711,370		—		2,711,370	7.9	%
Directors and Named Executive Officers
Kenneth Bate	375		45,702		46,077	*
Anthony Evnin	41,852	(3)	45,702	(4)	87,554	*
Gregory Mayes	—		26,500		26,500	*
Scarlett Spring	—		24,829		24,829	*
Corinne Epperly	—		11,792		11,792	*
Kevin Cullen	—		9,711		9,711	*
Michael Bailey	51,096		662,509		713,605	*
Erick Lucera	—		77,210		77,210	*
Michael Needle	2,590		163,107		165,697	*
Michael Ferraresso	11,020	(5)	124,833		135,853	*
Jebediah Ledell	—		1,731		—	—	%
All current executive officers and directors as a group (10 persons)	104,343		1,030,519		1,134,862	—	%

*Represents beneficial ownership of less than one percent of our outstanding common stock.

(1)This information is derived from information regarding our common stock in a Schedule 13D/A filed with the SEC by Growth Equity Opportunities Fund IV, LLC, or GEO IV, on June 24, 2020. The shares of common stock are held directly by GEO IV and indirectly held by New Enterprise Associates 15, L.P., or NEA 15, the sole member of GEO IV; NEA Partners 15, L.P., or NEA Partners 15, the sole general partner of NEA 15; NEA 15 GP, LLC, or NEA 15 GP, the sole general partner of NEA Partners 15, and the individual managers of NEA 15 GP (NEA 15, NEA Partners 15, NEA 15 GP and the individual managers of NEA 15 GP are collectively referred to as the Indirect Reporting Persons). The individual managers of NEA 15 GP are Peter J. Barris, Forest Baskett, Anthony A. Florence, Jr., Mohamad Makhzoumi, Josh Makower, David M. Mott, Scott D. Sandell and Peter W. Sonsini. Each of the Indirect Reporting Persons disclaims beneficial ownership of the shares held by GEO IV other than those shares which such person owns of record, and except to the extent of its or his pecuniary interest therein. According to GEO IV, as of June 24, 2020, GEO IV had sole voting power over 5,424,009 shares of common stock, shared voting power over 0 shares of common stock, sole dispositive power over 5,424,009 shares of common stock and shared dispositive power over 0 shares of common stock. On April 8, 2021, all 434,783 warrants purchased in connection with the April 2019 public offering of our common stock expired.

(2)This information is derived from information regarding our common stock in a Schedule 13G/A filed with the SEC by Mr. Orin Hirschman (“Mr. Hirschman”) on February 11, 2022. The shares of common

stock are held by (i) AIGH Capital Management, LLC, a Maryland limited liability company (“AIGH LP”), as an Advisor or Sub-Advisor with respect to shares of common stock held by AIGH Investment Partners, L.P. and WVP Emerging Manger Onshore Fund, LLC; (ii) AIGH Investment Partners, L.L.C., a Delaware limited liability company (“AIGH LLC”), with respect to shares of common stock directly held by it; and (iii) Mr. Hirschman, who is the Managing Member of AIGH LP and president of AIGH LLC, with respect to shares of common stock indirectly held by AIGH LP, directly by AIGH LLC and Mr. Hirschman and his family directly.

(3)Consists of (a) 10 shares of common stock held by Venrock Entrepreneurs Fund Management III, LLC, or VEFM III and (b) 41,841 shares of common stock held directly by Dr. Anthony Evnin. Dr. Evnin is a partner of VR Management, LLC, an affiliate of VEFM III. Dr. Evnin expressly disclaims beneficial ownership over all shares held by or on behalf of VEFM III, except to the extent of his indirect pecuniary interest therein. The address of VEFM III is c/o Venrock, 3340 Hillview Avenue, Palo Alto, CA 94304.

(4)Includes 1,250 shares of common stock issuable upon exercise of options held by Dr. Evnin on behalf and for the sole benefit of VR Management, LLC.

(5)Consists of (a) 10,103 shares of common stock held by Mr. Ferraresso, and (b) 917 shares of common stock held by Mr. Ferraresso’s wife.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our directors, executive officers and the holders of more than 10% of our common stock to file with the SEC initial reports of ownership of our common stock and other equity securities on a Form 3 and reports of changes in such ownership on a Form 4 or Form 5. Executive officers, directors and 10% stockholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

Based solely on a review of our records and written representations by the persons required to file these reports, we believe that, during the year ended December 31, 2021, our executive officers, directors and 10% stockholders complied with all Section 16(a) filing requirements applicable to them except that a Form 3 for Mr. Ferraresso, due on March 20, 2021, was filed late on March 24, 2021; a Form 3 and Form 4 (reporting one transaction) for Dr. Cullen, due on April 25, 2021, was filed late on April 27, 2021; a Form 4 (reporting one transaction) for Mr. Lucera, due on February 5, 2021, was filed late on April 16, 2021; a Form 4 (reporting one transaction) for Mr. Bailey, due on February 9, 2021, was filed late on April 16, 2021; and a Form 4 (reporting one transaction) for Dr. Needle, due on February 9, 2021, was filed late on April 16, 2021.

PROPOSAL 1—ELECTION OF DIRECTORS

The board of directors is currently set at seven members. The persons named in the accompanying proxy will vote to elect Mr. Bailey, Mr. Bate, Dr. Cullen, Dr. Epperly, Dr. Evnin, Mr. Mayes and Ms. Spring as directors unless you indicate otherwise on your proxy. Each of the nominees is currently a member of our board of directors.

If they are elected, each of the nominees will hold office until our 2023 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. Each of the nominees has indicated his or her willingness to serve, if elected; however, if any nominee should be unable to serve, the shares of common stock represented by proxies may be voted for a substitute nominee designated by our board of directors.

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

Below are the names, ages and certain other information regarding the business experience, qualifications, attributes and skills of each of the nominees for director. Information with respect to the number of shares of common stock beneficially owned by each of these individuals, directly or indirectly, as of April 11, 2022 appears above under the heading “Ownership of Our Common Stock.”


Vote			✓			OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES AS DIRECTOR

Our 2022 Director Nominees


Age: 56 Director since: 2015 2021 attendance: 100%	Michael Bailey

	Qualifications We believe Mr. Bailey’s qualifications to serve on our board of directors include his service as our president and chief executive officer, his executive leadership roles at global pharmaceutical and biotechnology companies and his significant experience in oncology commercialization, clinical development, corporate finance, business development and corporate strategy.
	Other Public Boards	Education
	•IMV Inc. (since July 2020)	•B.S. in Psychology from St. Lawrence University •M.B.A. from The Mendoza College of Business at the University of Notre Dame
	Experience Mr. Bailey has served as our president and chief executive officer and as a director since January 2015. Mr. Bailey joined our company in September 2010 as our chief commercial officer and was named our chief business officer in June 2013. Prior to joining our company, Mr. Bailey served as senior vice president, business development and chief commercial officer at Synta Pharmaceuticals Corp., a biopharmaceutical company focused on research, development and commercialization of oncology medicines, from August 2008 to September 2010. From 1999 to 2008, Mr. Bailey worked at ImClone Systems Incorporated ("ImClone"), a biopharmaceutical company focused on the development and commercialization of treatments for cancer patients. During his nine-year tenure at ImClone, he was responsible for commercial aspects of the planning and launch of ERBITUX® (cetuximab) across multiple oncology indications, as well as new product planning for the ImClone development portfolio, which included CYRAMZA® (ramucirumab) and PORTRAZZA® (necitumumab). In addition, Mr. Bailey was a member of the strategic leadership committees for ImClone and its North American and worldwide partnerships and led its commercial organization, most recently as senior vice president of commercial operations. Prior to his role at ImClone, Mr. Bailey managed the cardiovascular new products development portfolio at Genentech, Inc., a biotechnology company, from 1997 to 1999. Mr. Bailey started his career in the pharmaceutical industry as part of Smith-Kline Beecham’s executive marketing development program, where he held a variety of commercial roles from 1992 to 1997, including sales, strategic planning and product management.


Age: 71 Director since: 2007 Chairman since: 2021 Independent Director Committees: •Audit, Chair •Nominating and Governance 2021 attendance: 100%	Kenneth Bate

	Qualifications We believe Mr. Bate’s qualifications to serve on our board of directors as chairman include his operating, finance, commercial, transactional and senior management experience in the industry, such as his experience as chief executive officer of Archemix Corp. ("Archemix") and NitroMed,Inc. ("Nitromed") as head of commercial operations and chief financial officer at Millennium Pharmaceuticals, Inc. ("Millennium Pharmaceuticals"), and as chief financial officer and vice president of sales and marketing at Biogen Inc. ("Biogen"), as well as his experience serving on the board of directors of other public life sciences companies, such as Cubist Pharmaceuticals, Inc., BioMarin Pharmaceutical Inc. and Vanda Pharmaceuticals Inc.
	Other Public Boards	Education
	•Madrigal Pharmaceuticals, Inc. (since 2016) •Astria Therapeutics, Inc. (formerly Catabasis Pharmaceutical, Inc.) (since 2014) •Genocea Biosciences, Inc. (since 2014) •Epizyme, Inc. (since 2014) •Vanda Pharmaceuticals Inc. (2015-2018) •Transmedics, Inc. (2012-2017) •BioMarin Pharmaceutical Inc. (2012-2017) •Cubist Pharmaceuticals, Inc. (2003-2016)	•B.A. in Chemistry from Williams College •M.B.A. from The Wharton School of the University of Pennsylvania
	Experience Mr. Bate has served as an independent consultant since December 2011. Prior to serving as an independent consultant, Mr. Bate was the president and chief executive officer of Archemix, a private biopharmaceutical company, a position he held from April 2009 through December 2011. From 2006 to April 2009, he served in various positions at NitroMed, a public pharmaceutical company, most recently as president and chief executive officer. From 2002 to 2005, Mr. Bate served as head of commercial operations and chief financial officer at Millennium Pharmaceuticals, a biopharmaceutical company. Prior to joining Millennium Pharmaceuticals, Mr. Bate co-founded JSB Partners, LLC, a banking and advisory services firm for biopharmaceutical and life sciences companies. From 1990 to 1996, Mr. Bate was employed with Biogen, a public biotechnology company, first as its chief financial officer and then as head of the commercial organization responsible for launching its multiple sclerosis business.


Age: 65 Director since: 2021 Independent Director Committees: •Audit •Compensation 2021 attendance: 100%			Kevin Cullen, M.D.

			Qualifications We believe that Dr. Cullen’s qualifications to serve on our board of directors include his extensive leadership in cancer research as the Marlene and Stewart Greenebaum Distinguished Professor in Oncology, his service as a director of the Program in Oncology at the University of Maryland School of Medicine, his service as director of the University of Maryland Marlene and Stewart Greenebaum Comprehensive Cancer Center, his service on the National Cancer Advisory Board, as well as his service as chairman of the board of the American Cancer Society and his accomplished background as a physician.
			Education
			•A.B. in Biology from Dartmouth College •M.D. from Harvard Medical School
			Experience Dr. Cullen has served as the Marlene and Stewart Greenebaum Distinguished Professor in Oncology and director of the Program in Oncology at the University of Maryland School of Medicine since January 2004. He also serves as the director of the University of Maryland Marlene and Stewart Greenebaum Comprehensive Cancer Center, since January 2004. In addition to the positions he holds at the University of Maryland, Dr. Cullen serves on the scientific advisory committees for the Cancer Centers of University of Minnesota, Case Western Reserve University, The Ohio State University Comprehensive Cancer Center and Johns Hopkins University. In 2011, he was appointed by President Obama to the National Cancer Advisory Board. Dr. Cullen’s previous experience was as interim director of the Lombardi Cancer Center at Georgetown University from October 2000 to September 2002 and professor of medicine, oncology and otolaryngology at Georgetown University School of Medicine from July 2002 to January 2004.


Age: 44 Director since: 2021 Independent Director Committees: •Compensation •Nominating and Governance 2021 attendance: 100%			Corinne Epperly, M.D., M.P.H.

			Qualifications We believe that Dr. Epperly’s qualifications to serve on our board of directors include her deep oncology experience as a physician and scientist blending medicine and business with a proven track record in oncology drug development and launches, commercial and medical strategy, marketing, M&A and operations gained at Iovance Biotherapeutics. Inc., VBL Therapeutics, Bristol Myers Squibb, Goldman Sachs International and the National Cancer Institute of the National Institute of Health.
			Education
			•B.Sc. in Biochemistry and Biology from the University of Virginia •M.D. from the University of North Carolina Chapel Hill •M.P.H. from the University of North Carolina Chapel Hill
			Experience Dr. Epperly has served as chief operating officer of Syncopation Life Sciences, Inc. since May 2021. Prior to serving as chief operating officer at Syncopation Life Sciences, Inc., Dr. Epperly was a senior vice president of strategy and operations at Iovance Biotherapeutics, Inc., a public clinical-stage immuno-oncology company, leading clinical operations overseeing all clinical trials, developing and implementing business strategy to advance drug development including clinical trial design, global business development and the commercial operating model for the launch of tumor infiltrating lymphocytes, a position she held from January 2019 to March 2021. Previously, from 2017 to 2018, she served as the chief operating officer at Vascular Biogenics Ltd., a public biopharmaceutical focused on cancer treatments, where she helped lead corporate strategy, financing and business development, designed a U.S. commercial operating model and marketing plan and supported immuno-oncology clinical drug development. Prior to these roles, Dr. Epperly held the positions of Hepatocellular Carcinoma Medical Launch Lead from June 2017 to March 2017, Glioblastoma Commercial Launch Lead from March 2017 to March 2016 and OPDIVO & YERVOY Safety Management Lead from March 2016 to March 2015 at Bristol Myers Squibb and, prior to joining Bristol Myers Squibb, Dr. Epperly was an equity analyst in Global Pharmaceutical and Biotechnology Investment Research at Goldman Sachs International.


Age: 81 Director since: 2002 Independent Director Committees: •Nominating and Governance, Chair •Audit 2021 attendance: 100%	Anthony Evnin, Ph.D.

	Qualifications We believe Dr. Evnin’s qualifications to sit on our board of directors include his substantial experience as an investor in, and director of, numerous biopharmaceutical companies, including Infinity Pharmaceuticals, Inc. ("Infinity Pharmaceuticals") and Constellation Pharmaceuticals and his experience as a board member of world renowned hospitals and research universities such as Memorial Sloan Kettering Cancer Center and The Rockefeller University.
	Other Public Boards	Education
	•Infinity Pharmaceuticals, Inc. (since 2006) •Cantel Medical Corp. (2016-2021) •Constellation Pharmaceuticals, Inc. (2008-2020) •Juno Therapeutics, Inc. (2014-2018)	•A.B. from Princeton University •Ph.D. in Chemistry from the Massachusetts Institute of Technology
	Experience From 1975 to 2021, Dr. Evnin served as a partner at Venrock, a venture capital firm, where he focused largely on life sciences investments and, in particular, biotechnology investments. In addition to his public board service with Infinity Pharmaceuticals, he currently serves on the boards of Redpin Therapeutics, Inc. and Bridge Medicines LLC, both private biopharmaceutical companies. Dr. Evnin’s previous experience was as a manager of business development at Story Chemical Corporation and a research scientist at Union Carbide Corporation. Dr. Evnin is a trustee emeritus of The Rockefeller University and of Princeton University, a trustee of The Jackson Laboratory, a member of the Boards of Overseers and Managers of Memorial Sloan Kettering Cancer Center, a director of the New York Genome Center and a member of the board of directors of the Albert and Mary Lasker Foundation.


Age: 53 Director since: 2019 Independent Director Committees: •Compensation •Nominating and Governance 2021 attendance: 95%	Gregory Mayes

	Qualifications We believe Mr. Mayes' qualifications to serve on our board of directors include his substantial experience as an executive and director of multiple biopharmaceutical and other life sciences companies.
	Other Public Boards	Education
	•Receptor Life Sciences, Inc. (2020-Present) •OncoSec Medical Incorporated (2018-2019)	•B.S. in Advertising and Political Science from Syracuse University •J.D. from the Temple University School of Law
	Experience Mr. Mayes has served as the president and chief executive officer of Antios Therapeutics, Inc. since 2020. From 2017 to August 2020, Mr. Mayes was president and chief executive officer of Engage Therapeutics, Inc., a privately held specialty biopharmaceutical company, which he founded in January 2017. From 2013 to 2016, Mr. Mayes served as executive vice president and chief operating officer of Advaxis, Inc., a public biotechnology company focused on the development of immune-oncology therapies. Mr. Mayes also served on the board of Advaxis, Inc. from March 2016 to April 2017. Prior to joining Advaxis, Inc., Mr. Mayes served as executive vice president of Dendreon Corporation, a public biotechnology company. From 2010 to 2012, Mr. Mayes was the president and general counsel of Unigene Laboratories, Inc. where he primarily led out-licensing efforts for its oral peptide drug delivery platform. He also served on the board of Unigene Laboratories, Inc. from 2012 to 2013. Prior to these roles, Mr. Mayes served as general counsel and chief compliance officer at ImClone Systems Corporation, a wholly owned subsidiary of Eli Lilly & Company, and as senior counsel at AstraZeneca Pharmaceuticals, LP., and practiced law at Morgan, Lewis & Bockius LLP.


Age: 58 Director since: 2019 Independent Director Committees: •Compensation, Chair •Audit 2021 attendance: 95%			Scarlett Spring

			Qualifications We believe Ms. Spring’s qualifications to serve on our board of directors include her extensive experience in leadership of national sales and commercial divisions of global biopharmaceutical companies, as well as her extensive experience as a director and executive in healthcare and other highly regulated organizations, such as at the Republic Bank of Arizona.
			Education
			•B.A. in Marketing from the University of Texas at Austin •M.B.A. from Pepperdine University
			Experience Ms. Spring has served as the chief executive officer of TapRoot Interventions & Solutions, Inc., a privately held software company, since she co-founded the company in March 2019. From August 2010 to December 2018, Ms. Spring served as president and chief commercial officer for VisionGate, Inc., a privately held biopharmaceutical company. Prior to these roles, Ms. Spring served at Merck & Co., Inc., a public pharmaceutical company, and AstraZeneca Pharmaceuticals, LP, a subsidiary of AstraZeneca plc, a public biopharmaceutical company, in national sales and commercial leadership roles. Ms. Spring also previously served as executive vice president and chief operating officer of the Greater Phoenix Economic Council from 2008 to 2010. She currently serves as a member of the board of directors of Republic Bank of Arizona, the Arizona Bioscience Board and Risk Capital Committee of the Flinn Foundation and the Arizona Sports and Tourism Authority.

CORPORATE GOVERNANCE

General

We believe that good corporate governance is important to ensure that our company is managed for the long-term benefit of our stockholders. This section describes key corporate governance practices that we have adopted.

We have adopted a code of business conduct and ethics, which applies to all of our officers, directors and employees, as well as charters for our audit committee, our compensation committee and our nominating and governance committee, and corporate governance guidelines. We have posted copies of our code of business conduct and ethics and corporate governance guidelines, as well as each of our committee charters, on the Corporate Governance page of the Investors section of our website, www.aveooncology.com, which you can access free of charge. We intend to disclose on our website any amendments to, or waivers from, our code of business conduct and ethics that are required to be disclosed by law or Nasdaq listing standards.

Composition of our Board of Directors

Our board currently consists of seven members, but the board has the authority to increase or decrease that size depending on an assessment of its needs and other relevant circumstances at any given time.

Our nominating and governance committee and our board of directors consider a broad range of factors when selecting nominees. We strive to identify candidates who will further the interests of our stockholders. Among other things, we expect that all of our directors will have the following experience and traits:

•reputation for integrity, honesty and adherence to high ethical standards;

•demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the company and a willingness and ability to contribute positively to the decision-making process of the company;

•a commitment to understand the company and its industry;

•an interest in and ability to understand the sometimes conflicting interests of the various constituencies of the company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders; and

•should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the company’s stockholders and to fulfill the responsibilities of a director.

In addition, every nominee must have sufficient time and availability to devote to the company’s affairs.

In building our board, we also believe that the following skills and experiences, while not exhaustive, are helpful in ensuring that our directors collectively possess the skills and backgrounds necessary for us to execute on our strategic plans and to exercise the board’s oversight responsibilities on behalf of our stockholders. Skills and experiences shown below are generally reflective of the individual having worked in or oversight of the area, rather than experience obtained as a director in the relevant field.

Skill/Experience

Bailey

Bate

Cullen

Epperly

Evnin

Mayes

Spring

CEO Experience

✔

Clinical Development

✔

Drug Commercialization

✔

Finance / Accounting

✔

Regulatory

✔

Healthcare Industry

✔

Investor Experience

✔

Business Development /

Strategic Transactions

✔

Legal / Compliance

✔

Science / Research

✔

Board Experience*

>10

*Aggregate, combined number of years serving as a director at a public company.

Board Determination of Independence

The 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, Nasdaq Listing Rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and governance committees be independent directors and, in the case of all members of the audit committee, satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), and, in the case of all members of the compensation committee, satisfy the independence criteria set forth in Rule 10C-1 under the Exchange Act. Under Rule 5605(a)(2), a director will only qualify as an “independent director” if, in the opinion of our board of directors, 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: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or (2) be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors consider 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 of directors annually reviews the composition of our board of directors and its committees and the independence of each director. In 2022, based upon information provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors determined that none of Mr. Bate, Dr. Cullen, Dr. Epperly, Dr. Evnin, Mr. Mayes or Ms. Spring, representing six of our seven directors, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is an “independent director” as that term is defined under Rule 5605(a)(2) of the Nasdaq Listing Rules. In making such determinations, the board of directors considered the relationships that each such non-employee director has with our company and other facts and circumstances the board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Role of the Board

Our board of directors is responsible for establishing broad corporate policies and reviewing our overall performance. The primary responsibility of our board is to oversee the management of our company and, in doing so, serve the best interests of our company and our stockholders. Our board selects, evaluates and provides for the succession of executive officers and, pursuant to recommendations by our nominating and governance committee and subject to stockholder election, selects directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. Our board also participates in decisions that have a potential major economic impact on our company. Management keeps our directors informed of company activity through regular communication, including written reports and presentations at board and committee meetings.

In February 2021, our board of directors designated Mr. Bate, an independent director within the meaning of Nasdaq Listing Rules (see “Board Determination of Independence” above), to serve as the chairman of our board of directors. Pursuant to our corporate governance guidelines, Mr. Bate’s functions and duties as chairman include, but are not limited to, the following:

•chairing any meeting of the independent directors in executive session;

•meeting with any director who is not adequately performing his or her duties as a member of the board or any committee;

•facilitating communications between other members of the board and chief executive officer;

•approving the agenda for each board meeting and determining the need for special meetings of the board;

•consulting with the chief executive officer on matters relating to corporate governance and board performance;

•providing input to the nominating and governance committee on the selection of new director candidates;

•extending the invitation to a new director candidate to join the board of directors;

•determining the frequency and length of board meetings; and

•monitoring communications from shareholders and other interested parties and providing copies or summaries of such communications to other directors as he considers appropriate.

We do not currently have a policy as to whether the same person should serve as both the chief executive officer and the chairman of the board. However, our board has determined that the roles of chairman and chief executive officer should be separate at the current time. Our board decided to separate the roles of chairman and chief executive officer because it believes that leadership structure offers the following benefits:

•Increasing the independent oversight of the company and enhancing our board’s objective evaluation of our chief executive officer.

•Freeing the chief executive officer to focus on company operations instead of board administration.

•Providing the chief executive officer with an experienced sounding board.

•Providing greater opportunities for communication between stockholders and our board.

•Enhancing the independent and objective assessment of risk by our board.

•Providing an independent spokesman for the company.

The Board’s Role in Risk Oversight

We face a number of risks in our business, including risks related to: commercialization including pricing and competition; clinical research and development; regulatory reviews, approvals and oversight; intellectual property filings, prosecution, maintenance and challenges; the establishment and maintenance of strategic alliances; manufacturing; the ability to access additional funding for our business; stockholder litigation; and other risks, including those described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021. Our management is responsible for the day-to-day management of the risks that we face, while our board of directors, as a whole and through its committees, has responsibility for the oversight of risk management.

Our board administers its risk oversight function directly and through its three committees. Our chairman meets regularly with our chief executive officer and other executive officers to discuss strategy and risks facing our company. Members of our executive team attend at least quarterly board meetings and are available to address any questions or concerns raised by the board on risk management and other related matters. Each quarter, the board of directors receives presentations from members of senior management on strategic matters involving our business. In addition, the audit committee periodically discusses with management our risk exposures in the areas of financial reporting, internal controls, cybersecurity risks and compliance with legal and financial regulatory requirements, their potential impact on our company and the steps we take to manage them. The compensation committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The nominating and governance committee assists the board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors and executive officers and corporate governance.

Environmental, Social and Governance Focus

Management and the Board recognize that, as we continue to grow and advance our business, it is important to also focus our corporate responsibility programs on issues that support long-term sustainability of our operations and manage relevant environmental, social and governance (“ESG”) risks and the related opportunities. While we plan to expand our ESG strategy, we have already focused on the following areas:

•Diversity, Equity and Inclusion: We are committed to providing diversity in our workforce and to taking steps to support equity and inclusion for all. As of March 31, 2022, the diversity of our workforce consisted of 47% women and 22% individuals of color.

•COVID-19 Support: During the COVID-19 pandemic, our employees are provided the ability to work virtually in order to flexibly manage business and home responsibilities. We have enhanced our internal communications to ensure connectivity to our workforce. We will continue to manage this situation with a focus towards the safety of our employees.

•Environmental Impact: We are cognizant of our responsibility to our broader environment and effort to reduce our company’s carbon footprint wherever feasible, including increasing our paper recycling efforts and utilizing reusable drink and dishware products in an effort to minimize paper goods and canned drinks.

Policy Against Hedging and Pledging Company Securities

Our insider trading policy, which applies to all of our employees and directors and their respective family members and designees, prohibits (i) pledging of our securities, including purchasing our securities on

margin, margin accounts and pledges as collateral for a loan (except in extraordinary situations where a person wishes to pledge company securities as collateral for a loan (other than a margin loan) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities) and (ii) engaging in short sales of our securities, and buying or selling derivatives on our securities and otherwise using financial instruments, such as prepaid variable forwards, equity swaps and exchange funds, to hedge or offset, or that are designed to hedge or offset, any decrease in the market value of our securities.

Board and Committee Meetings

Each director is expected to make reasonable efforts to attend all board and applicable committee meetings. Attendance rates are taken into account by the nominating and governance committee and the board when they assess directors for re-nomination to the board.

The full board of directors met eleven (11) times in formal meetings during 2021, in addition to holding frequent calls and informal sessions. Each director attended (virtually or in person) at least 95% of the aggregate meetings of the board (held while such person was a director) and meetings held by all committees of the board on which such person served.

Director Attendance at Annual Meeting of Stockholders

Our corporate governance guidelines provide that directors are responsible for attending annual meetings. Each of our then-current directors attended the 2021 Annual Meeting of Stockholders.

Board Committees

As described below, our board of directors has established three committees: audit, compensation and nominating and governance. The board of directors may establish other committees from time to time. All members of all three board committees are independent directors. The members of each committee are appointed by our board upon recommendation of our nominating and governance committee.

The charters for the audit, compensation and nominating and governance committees are available on the Corporate Governance page of the Investors section of our website at www.aveooncology.com. Each such committee reviews its respective charter periodically.


Audit Committee Members: •Kenneth Bate (Chair) •Kevin Cullen •Anthony Evnin •Scarlett Spring			The Audit Committee’s responsibilities include: •appointing, approving the compensation of, and assessing the independence of the independent registered public accounting firm; •overseeing the work of the independent registered public accounting firm, including through the receipt and consideration of reports from such firm; •reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures; •monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics; •overseeing our internal audit function; •discussing our risk management policies; •establishing policies regarding hiring employees from the independent registered public accounting firm and procedures for the receipt and retention of accounting-related complaints and concerns; •meeting independently with our internal auditing staff, independent registered public accounting firm and management; •reviewing and approving or ratifying any related person transactions; •preparing the audit committee report required by SEC rules; •reviewing all related person transactions for potential conflicts of interest and approving all appropriate transactions; and •reviewing quarterly earnings releases.
Meetings in 2021: 5 Independence: Our board of directors has determined that each member of the audit committee meets the heightened independence requirements for audit committee members prescribed by the SEC and Nasdaq, and that each has sufficient knowledge in financial and auditing matters to serve on the Audit Committee. Financial experts: Our board of directors has determined Kenneth Bate is an “audit committee financial expert,” as defined in the applicable SEC rules.


Compensation Committee Members: •Scarlett Spring (Chair) •Kevin Cullen •Corinne Epperly •Gregory Mayes			The Compensation Committee’s responsibilities include: •annually reviewing and approving corporate goals and objectives relevant to our chief executive officer’s and our other executive officers’ compensation; •reviewing and making recommendations to our board with respect to the compensation of our chief executive officer and our other executive officers’ compensation; •overseeing an evaluation of our senior executives; •overseeing and administering our incentive compensation and equity-based plans; •reviewing and making recommendations to our board with respect to director compensation; •reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure as prepared in accordance with or required by SEC rules; and •preparing the annual compensation committee report required by SEC rules.
Meetings in 2021: 5 Independence: Our board of directors has determined that each member of the compensation committee meets the heightened independence requirements for compensation committee members prescribed by Nasdaq.


Nominating and Governance Committee Members: •Anthony Evnin (Chair) •Kenneth Bate •Corrine Epperly •Gregory Mayes			The Nominating and Governance Committee’s responsibilities include: •identifying individuals qualified to serve as members of our board; •recommending to our board the persons to be nominated for election as directors and to each of our board’s committees; •reviewing and making recommendations to our board with respect to management succession planning; •developing and recommending to our board corporate governance guidelines; •developing and recommending to our board continuing educational programs regarding corporate governance and other pertinent topics; and •overseeing an annual evaluation of our board.
Meetings in 2021: 4 Independence: We believe that the composition of our nominating and governance committee meets the requirements for independence under current Nasdaq and SEC rules and regulations.

Director Nomination Process

Our nominating and governance committee is responsible for identifying individuals qualified to serve as directors, consistent with criteria approved by our board, and recommending the persons to be nominated for election as directors, except where we are legally required by contract, law or otherwise to provide third parties with the right to nominate.

The process followed by our nominating and governance committee to identify and evaluate director candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by members of the nominating and governance committee and our board.

Criteria and Diversity

In considering whether to recommend any particular candidate for inclusion in our board’s slate of recommended director nominees, our nominating and governance committee applies criteria that include the candidate’s integrity, business acumen, knowledge of our business and industry, experience, absence of conflicts of interest and ability to act in the interests of all stockholders. Our nominating and governance committee also considers the board’s current composition in evaluating any candidate, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. Our corporate governance guidelines specify that the value of diversity on the board should be considered by the nominating and governance committee in the director identification and nomination process. The committee does not assign specific weights to particular criteria; however, our board and nominating and governance committee believe that it is essential that the board members represent diverse viewpoints, and we are actively seeking to identify board candidates that will contribute to the diversity of the board. We believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will allow our board to promote our strategic objectives and fulfill its responsibilities to our stockholders.

In August 2021, the SEC approved a Nasdaq Stock Market proposal to adopt new listing rules relating to board diversity and disclosure. As approved by the SEC, the new Nasdaq listing rules require, commencing in August 2022, all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules will also require most Nasdaq listed companies to

have, or explain why they do not have, at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+. In this regard, Dr. Epperly is female and Ms. Spring self-identifies as gay/lesbian. Accordingly, the company would be in compliance with Nasdaq’s diversity requirement. The Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed by the Nasdaq rules.


Board Diversity Matrix (As of April 13, 2022)
Total Number of Directors 7
	Female	Male	Non-Binary	Did Not Disclose Gender
Part 1: Gender Identity
Directors	2	5	-	-
Part II: Demographic Background
African American or Black	-	-	-	-
Alaskan Native or Native American	-	-	-	-
Asian	-	-	-	-
Hispanic or Latinx	-	-	-	-
Native Hawaiian or Pacific Islander	-	-	-	-
White	2	5
Two or More Races or Ethnicities	-	-	-	-
LGBTQ+	1
Did Not Disclose Demographic Background	-

The director biographies appearing above under “Proposal 1—Election of Directors” indicate each nominee’s experience, qualifications, attributes and skills that led our board to conclude that each director should serve as a member of our board. Our board believes that the nominees have all had substantial achievement in their professional and personal pursuits, and possess the background, talents, diversity and experience that will contribute to the best interests of our company and to long-term stockholder value.

Stockholder Nominations

Stockholders may recommend individuals to our nominating and governance committee for consideration as potential director candidates by submitting names of the proposed candidates, together with appropriate biographical information, background materials and information that would be required to solicit a proxy under federal securities law and, if the stockholder is not a stockholder of record, a statement as to whether the stockholder or group of stockholders making the recommendation has beneficially owned more than 5% of our common stock for at least a year as of the date such recommendation is made, to the nominating and governance committee, c/o Danielle Holland, Corporate Secretary, AVEO Pharmaceuticals, Inc., 30 Winter Street, Boston, Massachusetts 02108. The recommendation must be delivered to the Corporate Secretary prior to the same deadline for director nominations not for inclusion in the proxy materials, as described in the procedures set forth in our bylaws and described below under the heading “Stockholder Proposals.” Assuming that appropriate biographical and background material has been provided on a timely basis, the committee will evaluate stockholder-recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others. Stockholders also have the right under our bylaws to nominate director candidates directly, without any action or recommendation on the part of the

committee or the board, by following the procedures set forth in our bylaws and described below under the heading “Stockholder Proposals.”

Communicating with the Independent Directors

Our board of directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. The chairman, subject to advice and assistance from our company’s legal counsel, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as the chairman considers appropriate.

Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the chairman considers to be important for the directors to know. In general, communications relating to governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs and personal grievances.

Stockholders who wish to send communications on any topic to our board should address such communications to the Board of Directors, c/o Danielle Holland, Corporate Secretary, AVEO Pharmaceuticals, Inc., 30 Winter Street, Boston, Massachusetts 02108.

Compensation Determination Process

Role of Compensation Committee

The compensation committee seeks to ensure that our executive compensation program is properly rewarding and motivates our executive officers while aligning their goals with our business strategy and the interests of our stockholders. To do this, our compensation committee conducts an annual review of the aggregate level of our executive compensation and the mix of elements used to compensate our executive officers and historic compensation levels, including prior equity awards.

When setting executive compensation opportunities, the compensation committee considers the company’s achievement of specific commercial, clinical, regulatory, corporate development and financial milestones and the executive’s contribution to such achievements.

Role of Chief Executive Officer in Compensation Decisions

Our chief executive officer typically evaluates the performance of other executive officers and other employees, along with the performance of the company as a whole, against previously determined objectives, on an annual basis and makes recommendations to the compensation committee with respect to annual base salary adjustments and any equity grants and cash bonus opportunities for the other executives. The compensation committee exercises its own independent discretion in approving compensation for all executive officers and assessing corporate performance against the pre-established objectives. The chief executive officer is not present during deliberations or voting with respect to his own compensation.

Our board of directors has delegated to our chief executive officer, in his capacity as a director and as the sole member of an option subcommittee of the board, authority to make equity awards under our 2019 Equity Incentive Plan to employees that are not executive officers and consultants, at exercise prices equal to the closing price of our common stock on the date of grant and subject to vesting provisions and other conditions specified by our board and the compensation committee. In addition, the compensation committee has authority to delegate its responsibilities to additional subcommittees or individual committee members.

Role of Independent Compensation Consultant

The compensation committee retains the services of third-party, independent executive compensation consultants from time to time, as it sees fit, in connection with the establishment of compensation

programs and related policies. The compensation committee has engaged Aon’s Human Capital Solutions practice, a division of Aon plc (formerly known as Radford), which we refer to as Aon, as its independent consultant since 2011. Total fees paid to Aon in 2021 were $119,576.25. Aon was engaged to assist and advise on all aspects of our compensation program design and pay setting, including, but not limited to, the following services:

•providing the compensation committee information on compensation-related trends and developments in the marketplace;

•informing the compensation committee of regulatory developments relating to executive compensation practices;

•advising the compensation committee on appropriate peer companies for compensation pay levels and design practices, as well as relative performance comparisons;

•assessing the executive compensation structure to confirm that no design elements encourage excessive risk taking;

•assessing the relationship between executive compensation and corporate performance; and

•advising on market trends in the industry, including the impact of the COVID-19 pandemic on compensation program design.

The compensation committee has assessed the independence of Aon under the applicable SEC and Nasdaq Listing Rules and concluded that the continued engagement of Aon did not raise any conflict of interest and did not adversely affect Aon’s independence.

REPORT OF THE AUDIT COMMITTEE

Our audit committee has reviewed our audited financial statements for the year ended December 31, 2021 and discussed them with our management and our independent registered public accounting firm, Ernst & Young LLP.

Our audit committee has also received from, and discussed with, Ernst & Young LLP various communications that Ernst & Young LLP is required to provide to our audit committee, including the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC.

In addition, Ernst & Young LLP provided our audit committee with the written disclosures and the letter required by the applicable requirements of the PCAOB regarding Ernst & Young LLP's communications with the audit committee concerning independence, and the audit committee has discussed with Ernst & Young LLP their independence.

Based on the review and discussions referred to above, our audit committee recommended to our board of directors that our financial statements audited by Ernst & Young LLP be included in our Annual Report on Form 10-K for the year ended December 31, 2021.

By the audit committee of the board of directors of AVEO Pharmaceuticals, Inc.

Kenneth Bate, Chair

Kevin Cullen

Anthony Evnin

Scarlett Spring

Principal Accountant Fees and Services

The following table summarizes the fees of Ernst & Young LLP, our independent registered public accounting firm, billed to us for each of the last two years.


Fee Category	2021		2020
Audit Fees(1)	$	1,008,000	$	845,000
Audit-Related Fees(2)	—		—
Tax Fees(3)	$	22,000	$	22,000
All Other Fees(4)	—		—
Total Fees	$	1,030,000	$	867,000

(1)“Audit Fees” in each of 2021 and 2020 include fees for the integrated audit of our annual financial statements and the effectiveness of our internal control over financial reporting, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and fees in connection with our public securities offerings, including registration statements, comfort letters and consents.

(2)“Audit Related Fees” would include fees for accounting consultations and other services that were reasonably related to the performance of audits or reviews of our consolidated financial statements and were not reported above under “Audit Fees.”

(3) “Tax Fees” in each of 2021 and 2020 include fees for tax advice and tax services primarily related to: (i) miscellaneous federal and state tax consulting, (ii) international tax consulting and (iii) tax compliance with domestic and foreign tax returns.

(4) “All Other Fees” would include fees billed for products and services provided by our independent registered public accounting firm other than those disclosed above.

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

Audit Committee Pre-Approval Policies and Procedures

Our audit committee has adopted policies and procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm. This policy generally provides that we will not engage our independent registered public accounting firm to render audit or non-audit services unless the service is specifically approved in advance by our audit committee.

From time to time, our audit committee may pre-approve specified types of services that are expected to be provided to us by our independent registered public accounting firm during the next twelve months. Any such pre-approval is detailed as to the particular service or type of services to be provided and is also generally subject to a maximum dollar amount.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Policies and Procedures for Related Person Transactions

Our board of directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which we are a participant, the amount involved exceeds $120,000 and one of our executive officers, directors, director nominees or 5% stockholders (or their respective immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our corporate counsel. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by the audit committee of our board of directors. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the audit committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chair of the audit committee to review and, if deemed appropriate, approve proposed related person transactions that arise between committee meetings, subject to ratification by the committee at its next meeting. Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the audit committee after full disclosure of the related person’s interest in the transaction. As appropriate for the circumstances, the committee will review and consider:

•the related person’s interest in the transaction;

•the approximate dollar value of the transaction;

•the approximate dollar value of the related person’s interest in the transaction without regard to the amount of any profit or loss;

•whether the transaction was undertaken in the ordinary course of our business;

•whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unaffiliated third party;

•the purpose of, and the potential benefits to us of, the transaction; and

•any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The audit committee may approve or ratify the transaction only if the committee determines that, under all of the circumstances, the transaction is consistent with, or is not inconsistent with, the best interests of our company. The audit committee may impose any conditions on the related person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our board of directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

•interests arising solely from the related person’s position as a director or an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, and (c) the amount involved in the transaction is less than the greater of $200,000 or 5% of the annual consolidated gross revenues of the entity receiving payment under the transaction; or

•transactions that involve compensation (a) to an executive officer if the compensation has been approved, or recommended to our board of directors for approval, by our compensation committee or a group of independent directors of our company performing a similar function, or (b) to a director for services as a director of our company if such compensation will be reported pursuant to applicable securities laws; or

•a transaction that is specifically contemplated by provisions of our charter or bylaws.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the compensation committee in the manner specified in its charter.

Related Person Transactions

We did not engage in any transaction which may constitute a “related person transaction” during the year ended December 31, 2021.

On June 19, 2020, we completed a public offering of 9,725,000 shares of our common stock and options to purchase an aggregate of 11,000,000 shares of our common stock, at the public offering price of $5.25 per share, with total gross proceeds to us of approximately $51,100,000. An entity affiliated with New Enterprise Associates participated in this public offering by purchasing 1,428,571 shares of common stock at a total cost of approximately $7,500,000. At such time, entities affiliated with New Enterprise Associates (collectively) beneficially held more than 5% of our voting securities. In accordance with our related person transaction policy, the participation of this existing stockholder in the underwritten public offering was approved by the audit committee.

EXECUTIVE AND DIRECTOR COMPENSATION

We qualify as a “smaller reporting company” under Item 10 of Regulation S-K promulgated under the Exchange Act, and the following compensation disclosure is intended to comply with the requirements applicable to smaller reporting companies. Although the SEC rules allow the company to provide less detail about its executive compensation program, the compensation committee is committed to providing the information necessary to help stockholders understand its executive compensation-related decisions in order to make voting determinations regarding our executive compensation program and, in many instances, we have elected to disclose more information than required for smaller reporting companies.

Compensation Discussion and Analysis

Our approach to executive compensation is guided by the following principles:

•holding our executive officers accountable for results over the long term and maintaining integrity in all of the business dealings of our executive officers;

•rewarding our executive officers for consistently strong execution; and

•establishing a clear connection between rewards and performance.

These principles underlie our compensation program and, indeed, our entire culture. We seek to achieve financial strength by, among other things, linking compensation to performance goals, using equity as a key component of compensation and continually reviewing and monitoring our compensation program.

Executive Summary

We are a commercial stage, oncology-focused biopharmaceutical company committed to delivering medicines that provide a better life for patients with cancer. We currently market FOTIVDA® (tivozanib) in the United States. FOTIVDA is our first commercial product and was approved by the U.S. Food and Drug Administration ("FDA") for marketing and sale in the United States on March 10, 2021 for the treatment of adult patients with relapsed or refractory advanced renal cell carcinoma ("RCC"), following two or more prior systemic therapies. We continue to develop tivozanib in immuno-oncology combinations in RCC and other indications, and we have other investigational programs in clinical development. FOTIVDA is an oral, next-generation vascular endothelial growth factor receptor (“VEGFR”) tyrosine kinase inhibitor ("TKI"). The FDA approval of FOTIVDA is based on our pivotal Phase 3 randomized, controlled, multi-center, open-label clinical trial comparing tivozanib to an approved therapy, Nexavar® (sorafenib), in RCC patients whose disease had relapsed or become refractory to two or three prior systemic therapies (the “TIVO-3 trial”). The approval is also supported by three additional trials in RCC and includes safety data from over 1,000 clinical trial subjects.

FOTIVDA became commercially available in the United States on March 22, 2021 and is available to patients through a network of specialty pharmacies and distributors. We commercialize FOTIVDA in the United States through the support of approximately 65 field-based employees, which includes approximately 50 oncology sales professionals. The field sales force is supported by the AVEO ACE Patient Support program, which is an extensive patient and healthcare provider support program designed to optimize patient access and help patients navigate their treatment journey. To date, we believe we have been very successful in securing payor coverage. Furthermore, the NCCN Clinical Practice Guidelines in Oncology, recommend FOTIVDA as a subsequent therapy for patients with relapsed or refractory advanced RCC with clear cell histology who received two or more prior systemic therapies.

As of December 31, 2021, prescriptions for FOTIVDA and product revenues have increased quarter over quarter since the beginning of our commercial launch. We aim to continue to deliver quarter over quarter

net revenue and underlying prescription demand growth as we continue to execute on our commercial strategy to support the adoption of FOTIVDA in appropriate patients.

We believe there is significant commercial opportunity for FOTIVDA in RCC in the United States. We estimate that the current U.S. market for relapsed or refractory advanced RCC therapy is more than $1.7 billion, including $1.3 billion in the second line and $480.0 million in the third and fourth lines. We believe data from the TIVO-3 trial indicates that FOTIVDA provides superior efficacy and improved tolerability compared to an approved VEGFR TKI in the relapsed or refractory advanced RCC setting, and we believe that FOTIVDA could become a standard of care in the United States in the third and fourth line relapsed or refractory advanced setting. Further, through our Phase 3 clinical trial designed to evaluate the safety and efficacy of tivozanib in combination with nivolumab in RCC patients who have progressed following one or two lines of prior immunotherapy (the "TiNivo-2 trial"), we are pursuing opportunities to advance FOTIVDA in the second line relapsed or refractory advanced RCC setting. We and our collaboration partners are developing tivozanib with immune checkpoint inhibitors ("ICIs"), and in combination with a hypoxia inducible factor 2α ("HIF2α") inhibitor to support tivozanib's potential utility in this earlier line of RCC therapy.

Based on FOTIVDA’s demonstrated anti-tumor activity, tolerability profile and reduction of regulatory T-cell production, we and our collaboration partners are developing tivozanib in additional cancer indications with significant unmet medical needs including, hepatocellular carcinoma and tumors that are resistant to immunotherapy, or immunologically cold tumors, in combination with ICIs. In addition, we are evaluating tivozanib as a monotherapy in ovarian cancer and cholangiocarcinoma. We and our collaboration partners or independent investigators sponsor the development of tivozanib through preclinical studies and clinical trials conducted under collaboration agreements and investigator sponsored trial agreements or our Cooperative Research and Development Agreement with the National Cancer Institute’s Surgical Oncology Program.

We are also seeking to advance our pipeline of four wholly owned immunoglobulin G1 ("IgG1"), monoclonal antibody product candidates, ficlatuzumab, AV-380, AV-203 and AV-353. We aim to leverage our existing collaborations and partnerships and enter into new strategic collaborations and partnerships to continue to advance each of our product candidates.

When making compensation decisions, the compensation committee considered the successful launch of FOTIVDA in the United States and related commercial launch activities, the clinical and regulatory development of our product candidates, the securing of external funding to fund corporate objectives (clinical, regulatory and commercial) and achieving organizational buildout and training for commercialization. The compensation committee has focused on retaining and incentivizing our key employees in ways that we believe are both meaningful to the employees, as well as aligned with the interests of our stockholders, including providing our executive officers with annual cash incentive bonus opportunities and equity awards that are dependent on individual and corporate performance, as further described below. In setting compensation for 2022, the compensation committee has continued to focus on ensuring that executive compensation is in line with our peers in order to retain our management team and motivate them to continue to advance our pipeline.

At our 2021 annual meeting, we conducted an advisory vote on executive compensation. Approximately 88% of the votes cast were voted “FOR” approval of our executive compensation program as described and disclosed in the Compensation Discussion and Analysis section, compensation tables and narrative discussion in our 2021 proxy statement. The compensation committee considered the results of this advisory vote, together with the other factors and data discussed in this proxy statement, in determining executive compensation decisions and policies, and believes the result affirms stockholders’ support of our company’s approach to and structure of executive compensation. The compensation committee will continue to consider the outcome of our company’s say-on-pay votes and feedback received from our stockholders when making future compensation decisions for our named executive officers.

Our Compensation Program Emphasizes Performance

We believe that the compensation of our named executive officers for 2021 was well-aligned with our executive compensation objectives and with our performance for the following reasons:

•We provide cash bonuses that are 100% dependent upon company and individual performance goals. The cash bonus portion of our named executive officers’ compensation is not guaranteed. We ensure that the performance goals underlying the cash bonuses are strategically aligned with stockholders’ interests and results driven. Therefore, if our company or an individual does not perform at a level of excellence, the cash bonus can be zero.

•We deliver a significant portion of our named executive officers’ target total direct compensation in the form of long-term incentive equity awards. Over the past several years, a significant portion of the total target value of the three primary elements of named executive officer compensation—base salaries, annual cash incentive awards and equity awards—was delivered in the form of long-term equity awards. The amounts disclosed in the executive compensation tables in this proxy statement generally reflect the grant-date fair value of stock option awards under applicable accounting rules, but the actual economic value of stock option awards depends directly on the performance of our stock price over the period during which the awards vest and the period during which stock options may be exercised. Therefore, if stockholder value decreases over time, so does the value of the stock compensation. Our executive officers will only realize value when our stock price, and consequently stockholder value, increases.

•We aim to attract and retain exceptional executives in an extremely competitive market. In making its recommendation and decisions, the compensation committee reviewed market and peer data, which includes competitive information relating to the mix and levels of compensation for executives in the life sciences industry. The compensation committee also considered the need to retain key executives and reward those executives who continued to perform at a high level through 2021.

Overview of our Executive Compensation

The following section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers that are named in the “Summary Compensation Table," whom we refer to as our “named executive officers”, and the most important factors relevant to an analysis of these policies and decisions.

Under applicable SEC rules, our named executive officers for 2021 were:

•Michael Bailey, our president and chief executive officer;

•Erick Lucera, our chief financial officer;

•Michael Ferraresso, our chief commercial officer; and

•Michael Needle, our former chief medical officer.

Our compensation committee is responsible for establishing and administering our policies governing the compensation for our named executive officers, including salaries, annual cash incentives and equity incentive compensation. Our compensation committee consists of four independent, non-employee directors of our board, all of whom have extensive experience in our industry. Our compensation committee considers the recommendations of our chief executive officer when determining the appropriate mix of compensation for each of our executive officers, including our named executive officers. Our chief executive officer, however, does not participate in the determination of his own compensation. Although our compensation committee is empowered to approve the salaries, annual cash

incentives and equity incentive compensation of certain of our named executive officers, (i) the members of our board of directors approve the salary, annual cash incentive and equity incentive compensation of our chief executive officer, based on the recommendation of the compensation committee, and (ii) the compensation committee typically requests that the members of our board of directors approve the salaries, annual cash incentives and equity incentive compensation of all of our other executive officers based on the compensation committee’s recommendation.

We believe that the compensation of our named executive officers should be designed to focus executive behavior on the achievement of short-term corporate goals as well as long-term business objectives and strategies. We place significant emphasis on pay-for-performance compensation, which rewards our executives when we achieve certain specific regulatory, clinical, corporate development and financial milestones, thereby creating stockholder value. We use a combination of base salary, annual cash incentive compensation, long-term equity incentive compensation and a broad-based benefits program to create a competitive compensation package for our executive officers.

Objectives of our Executive Compensation Program

Our compensation committee has designed our overall executive compensation program to achieve the following objectives:

•attract and retain talented and experienced executives;

•motivate and reward executives whose knowledge, skills and performance are critical to our success;

•provide a competitive compensation package that aligns the interests of our named executive officers and stockholders by including a significant variable component which is weighted heavily toward performance-based rewards;

•ensure fairness among executive officers by recognizing the contributions each executive makes to our success; and

•foster a shared commitment among executives by aligning their individual goals with our corporate goals and the creation of stockholder value.

Basis for Compensation Policies and Decisions

We use a mix of short-term compensation, consisting of base salaries and annual cash incentive awards, and long-term compensation, consisting of equity incentive compensation, broad-based employee benefits (including a 401(k) plan and an employee stock purchase plan), severance arrangements and change-in-control benefits, to provide a total compensation structure that is designed to achieve our objectives.

In arriving at the amount and types of initial compensation for each of our named executive officers, we consider the following factors:

•the individual’s particular background and circumstances, including prior relevant work experience and compensation paid prior to joining us and the uniqueness of the individual’s skills within the industry;

•the individual’s role with us and the compensation paid to similar persons in the peer group companies represented in the compensation data that we review (as further discussed below);

•the demand for people with the individual’s specific expertise and experience at the time of hire;

•performance goals and other expectations for the individual’s position;

•comparison to other executives within our company having similar levels of expertise and experience; and

•recommendations from our independent compensation consultant.

We reassess annually the compensation of our named executive officers and determine whether any adjustments should be made. In determining whether to adjust the compensation of any of our named executive officers, we generally take into account the following factors:

•the compensation paid in the peer group companies represented in the compensation data that we review (as further discussed below);

•formal market data regarding base salary, cash incentives and equity compensation from a leading life sciences compensation survey of comparable biopharmaceutical and biotechnology companies;

•the roles and responsibilities of our executives, including any increases or decreases in responsibilities; and

•the contributions and performance of each named executive officer.

Our compensation committee retained an independent compensation consultant, Aon, to assist the compensation committee in developing our executive compensation for 2021 and 2022.

To assist in determining executive compensation in 2021, Aon and the compensation committee reviewed a peer group, which we refer to as the 2021 peer group, of publicly traded companies in the life sciences industry at a stage of development, market capitalization, geography and size comparable to ours, which companies the compensation committee believed were generally comparable to our company and against which the compensation committee believed we competed for executive talent. The compensation committee, in consultation with members of the Aon team, included the following companies in the 2021 peer group:


Actinium Pharmaceuticals, Inc.	G1 Therapeutics, Inc.	Sesen Bio, Inc.
Aldeyra Therapeutics, Inc.	Geron Corporation	Strongbridge Biopharma plc
Aprea Therapeutics, Inc.	Idera Pharmaceuticals, Inc.	Syndax Pharmaceuticals, Inc.
Calithera Biosciences, Inc.	MEI Pharma, Inc.	UroGen Pharma Ltd.
CASI Pharmaceuticals, Inc.	Odonate Therapeutics, Inc.	Verastem, Inc.
Chiasma, Inc.	Rigel Pharmaceuticals, Inc.	X4 Pharmaceuticals, Inc.

In addition to the publicly available information with respect to our 2021 peer group companies, Aon gathered competitive market data from the 2020 Radford Global Life Sciences Survey of public biopharmaceutical companies with between 35 and 300 employees, less than $100 million in revenue and a market value between $100 million and $600 million, which we refer to as the 2020 Radford Global Life Sciences Survey for our analysis of executive compensation in 2021.

To assist in determining executive compensation in 2022, Aon and the compensation committee reviewed a peer group, which we refer to as the 2022 peer group, of publicly traded companies in the life sciences industry at a stage of development, market capitalization, geography and size comparable to ours, which companies the compensation committee believed were generally comparable to our company and against which the compensation committee believed we competed for executive talent. The compensation committee, in consultation with members of the Aon team, included the following companies in the 2022 peer group:


Adamas Pharmaceuticals, Inc.*	Eagle Pharmaceuticals, Inc.	Oncocyte Corporation
Akebia Therapeutics, Inc.	Esperion Therapeutics, Inc.	Puma Biotechnology, Inc.
Aquestive Therapeutics, Inc.	G1 Therapeutics, Inc.	Rigel Pharmaceuticals, Inc.
Aytu BioPharma, Inc.	Intercept Pharmaceuticals, Inc.	Sesen Bio, Inc.
CASI Pharmaceuticals, Inc.	Isoray, Inc.	UroGen Pharma, Ltd.
Clovis Oncology, Inc.	Kadmon Holdings, Inc.*	Verastem, Inc.
Corbus Pharmaceuticals Holdings, Inc.	Karyopharm Therapeutics Inc.	Xeris Biopharma Holdings, Inc.

*Since the approval of our named peers, this company was acquired in November 2021.

In addition to the publicly available information with respect to our 2022 peer group companies, Aon gathered competitive market data from the 2021 Radford Global Life Sciences Survey of public biopharmaceutical companies with between 50 and 350 employees, less than $440 million in revenue and a market value between $100 million and $600 million, which we refer to as the 2021 Radford Global Life Sciences Survey, for our analysis of executive compensation in 2022.

Our compensation committee has concluded that our executive compensation program is effectively designed in light of our objectives and continues to be aligned with the interests of our stockholders and, therefore, determined not to make significant changes to the structure of our executive compensation program in 2022.

In setting compensation for 2022, the compensation committee focused on ensuring that compensation was in line with our peers in order to retain and motivate our management team.

The Chief Executive Officer’s Role in the Compensation Process

The compensation committee has historically used, in addition to its own judgment and experience and the resources and tools described above, the recommendations of our chief executive officer as to the performance of each executive and as to the amount and type of compensation for such executive. Mr. Bailey, our president and chief executive officer, did not participate in the determination of his own compensation for 2021 or 2022.

Executive Compensation Components

Our executive compensation program is primarily comprised of:

•base salary;

•annual cash incentive compensation; and

•equity compensation.

Other forms of executive officer compensation include executive perquisites, broad-based employee benefits (including a 401(k) plan and an employee stock purchase plan), severance arrangements and change-in-control benefits.

Our compensation committee has not adopted a formal policy for allocating between short-term and long-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, the compensation committee, after reviewing information provided by our compensation consultant, determines what it believes to be the appropriate and competitive level and mix of the various compensation components.

We generally strive to provide our named executive officers with a balance of short-term and long-term incentives to encourage consistently strong performance. While we believe that the annual cash incentive component of our compensation package encourages our executives to focus on our short-term

performance, generally over a one-year period, we rely upon equity-based awards to encourage a focus on our longer-term performance. In addition, we provide our executives with benefits that are available to all of our salaried employees, including medical, dental, group life and accidental death, dismemberment and short-term and long-term disability insurance, and matching contributions in our 401(k) plan.

Base Salary. Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our named executive officers. Generally, we believe that executive base salaries should be targeted near the median of the range of salaries for executives in similar positions at comparable companies. When establishing base salaries for 2021 and 2022, our board of directors, upon the recommendation of our compensation committee, considered the overall economic environment, the company’s cash position, the degree to which our company achieved its business goals and objectives, the need to attract, motivate and retain key executives, and each individual’s performance. In addition, with respect to the base salaries of our named executive officers in 2021 and 2022, other than Mr. Bailey, our compensation committee considered the recommendations of Mr. Bailey in determining appropriate base salary levels.

2021 Base Salaries

In February 2021, our board of directors, on the recommendation of the compensation committee, established the base salaries of our named executive officers for 2021 as set forth in the table below. Aon recommended salary increases for 2021 for each of our named executive officers that were derived from the 50th percentile of comparable companies in the 2021 peer group and the 2020 Radford Global Life Sciences Survey. The compensation committee made its recommendation to the board based on Aon's recommendations, with adjustments based on the achievement of the executive officers in 2020. The base salaries for Mr. Lucera and Mr. Ferraresso increased by 10.0% from 2020 to 2021 to better align these named executive officers' salaries with the compensation paid in the peer group companies for these positions and the formal market data regarding base salary from a leading life sciences compensation survey of comparable biopharmaceutical and biotechnology companies. The 2021 base salaries for our named executive officers were as follows:


Name	2021 Annual Base Salary ($)		Percentage Increase in Base Salary From 2020 Base Salary (%)
Michael Bailey	$	589,959	4.5	%
Erick Lucera	$	374,000	10.0	%
Michael Ferraresso	$	370,369	10.0	%
Michael Needle(1)	$	467,673	3.5	%

(1)On August 27, 2021, we announced the retirement of Dr. Needle, chief medical officer, effective on November 19, 2021.

2022 Base Salaries

In February 2022, our board of directors, on the recommendation of the compensation committee, established the base salaries of our named executive officers for 2022, including Mr. Ledell who was appointed chief operating officer on December 1, 2021 and excluding Dr. Needle who retired from the company effective November 19, 2021, as set forth in the table below. Aon recommended salary increases for 2022 for each of our named execu

SEC Form DEF 14A filed by AVEO Pharmaceuticals Inc.