crdf-20240425

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 (Amendment No. )


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Cardiff Oncology, Inc.
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Cardiff Oncology, Inc.

11055 Flintkote Avenue

San Diego, CA 92121

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 20, 2024

Dear Stockholder:

We are pleased to invite you to attend the annual meeting of stockholders (the “Annual Meeting”) of Cardiff Oncology, Inc. (“Cardiff” or the “Company”), which will be held on June 20, 2024 at 9:00 a.m. local time at our offices, located at 11055 Flintkote Avenue, San Diego, CA 92121, for the following purposes:

1. To elect seven (7) members to our Board of Directors;

2. To ratify the appointment of BDO USA, P.C. as our independent registered public accounting firm for our fiscal year ending December 31, 2024;

3.To consider and act upon a proposal to approve an amendment to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to increase the number of shares issuable thereunder to 8,150,000 shares from 5,150,000 shares;

4. To approve, on an advisory basis, the compensation of the Company’s named executive officers; and

5. To transact such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Cardiff Oncology's Board of Directors has fixed the close of business on April 22, 2024 as the record date for a determination of stockholders entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof.

If You Plan to Attend

Please note that space limitations make it necessary to limit attendance of the Annual Meeting to our stockholders. Registration and seating will begin at 8:30 a.m. Shares of common stock can be voted at the Annual Meeting only if the holder thereof is present in person or by valid proxy.

For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. If you do not plan on attending the Annual Meeting, please vote, date and sign the enclosed proxy and return it in the business envelope provided. Even if you do plan to attend the Annual Meeting, we recommend that you vote your shares at your earliest convenience in order to ensure your representation at the Annual Meeting. Your vote is very important.

If you have any questions or need assistance voting your shares, please call Alliance Advisors, LLC at:

Alliance Advisors, LLC

200 Broadacres Drive, 3rd Floor

Bloomfield, NJ 07003

North American Toll Free Phone:

1-(855)-928-4484

Email: CRDF@allianceadvisors.com

Call Collect Outside North America: +1 (209) 692-6141

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on June 20, 2024 at 9:00 a.m. local time at 11055 Flintkote Avenue, San Diego, CA 92121.

The proxy statement and annual report to stockholders are available at

https://annualgeneralmeetings.com/crdf2024.


			By the Order of the Board of Directors

			/s/ Dr. Rodney S. Markin MD, Ph.D.
			Dr. Rodney S. Markin MD, Ph.D.
			Chairman of the Board of Directors

Dated: April 25, 2024

Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save Cardiff Oncology the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

TABLE OF CONTENTS


			Page
CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE			9
PROPOSAL 1: ELECTION OF DIRECTORS			14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			18
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR ENDING DECEMBER 31, 202 4			20
PROPOSAL 3: APPROVAL OF AN INCREASE TO THE NUMBER OF AUTHORIZED SHARES ISSUABLE UNDER THE CARDIFF ONCOLOGY 2021 OMNIBUS EQUITY PLAN			22
PROPOSAL 4: APPROVAL OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS			28
EXECUTIVE COMPENSATION			29
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS			26
TRANSACTIONS WITH RELATED PERSONS			46
OTHER MATTERS			47
ADDITIONAL INFORMATION			47
APPENDIX A: CARDIFF ONCOLOGY, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN			49
PROXY CARD			64


Proposal						Vote Required
Election of each of the seven (7) members to our Board of Directors						Plurality of the votes cast (the seven directors receiving the most “FOR” votes). Our Board of Directors, acting through the Corporate Governance/Nominating Committee, will make a determination whether or not to request the resignation of an incumbent director who failed to receive a majority of the vote cast. We will publicly disclose our Board of Directors' decision and reasoning.

Ratification of the Appointment of BDO USA, P.C. as our Independent Registered Public Accounting Firm for our Fiscal Year Ending December 31, 2024						A majority of the votes entitled to vote thereon and present at the Annual Meeting

Approval of an amendment to the Company’s 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) to increase the number of shares issuable thereunder to 8,150,000 shares from 5,150,000 shares						A majority of the votes entitled to vote thereon and present at the Annual Meeting

Approval, on an advisory basis, of the compensation of the Company’s named executive officers						A majority of the votes entitled to vote thereon and present at the Annual Meeting


Board Diversity Matrix as of April 22, 2024
Total number of directors	7
Part 1: Gender Identity	Female	Male	Non-Binary	Decline to Disclose
Directors	3	4	—	—
Part 2: Demographic Background	Female	Male	Non-Binary	Decline to Disclose
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	2	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	4	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—


Name of Beneficial Owner	Shares of Common Stock Beneficially Owned		Percentage (2)
Executive officers and directors(1):
Dr. James O. Armitage	144,764	(3)	*
Mark Erlander, Ph.D.	1,085,451	(4)	2.4
Fairooz Kabbinavar, M.D., FACP	141,667	(5)	*
James Levine	501,719	(6)	1.1
Dr. Rodney S. Markin, M.D., Ph.D.	183,101	(7)	*
Mani Mohindru, Ph.D.	98,501	(8)	*
Gary W. Pace, Ph.D.	815,035	(9)	1.8
Renee P. Tannenbaum, Pharm.D.	108,501	(10)	*
Lâle White	202,204	(11)	*
All Officers and Directors as a Group (10 persons)	3,499,357		7.8
5% Stockholders:
Pfizer, Inc.	2,411,575	(12)	5.4


	2023		2022
Audit fees (1)	$	468,144	$	400,177
Tax fees (2)	34,550		85,659
	$	502,694	$	485,836


Submitted by the Audit Committee
Lâle White, Chair
Dr. Rodney S. Markin
Dr. Mani Mohindru


Key Equity Metrics	2023		2022		2021
Equity burn rate(1)	4.8	%	4.0	%	4.9	%
Equity overhang(2)	19.4	%	18.3	%	14.4	%


	Number of Shares of Common Stock to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Options Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in column (a))
	(a)	(b)		(c)
Equity Compensation Plans Approved by Stockholders	5,215,698	$	4.19	2,013,871
Equity Compensation Plans Not Approved by Stockholders(1)	1,435,256		4.55	—
Total	6,650,954			2,013,871


Actinium Pharmaceuticals	CymaBay Therapeutics	MEI Pharma	TRACON Pharmaceuticals
Aldeyra Therapeutics	Frequency Therapeutics	Mustang Bio	Viking Therapeutics
Ampio Pharmaceuticals	Genprex	Olema Pharmaceuticals	XOMA
BioAtla	Harpoon Therapeutics	Oncternal Therapeutics
Calithera Biosciences	Infinity Pharmaceuticals	Surface Oncology
Curis	Kezar Life Sciences	TCR2 Therapeutics


Name and Position	2023 Salary ($)	2022 Salary ($)	Change from 2022 (%)
Mark Erlander, CEO	592,800	570,000	4%
Fairooz Kabbinavar, CMO(1)	480,000	N/A	N/A
James Levine, CFO	457,470	439,875	4%



Name and Position	Year	Bonus Potential	Cash incentive % of Annual Salary Actually Earned	Cash Incentive Bonus Actually Earned ($)
Mark Erlander, CEO	2023	55%	47%	$280,394
	2022	55%	47%	$266,475
Fairooz Kabbinavar, CMO	2023	45%	37%	$177,120
James Levine, CFO	2023	45%	40%	$182,805
	2022	45%	38%	$168,252


		Option Awards(1)
Name	New Hire or Promotion-based Grant	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date
Mark Erlander		2,778	—		236.88	7/16/2024
		834	—		316.08	12/11/2024
		2,084	—		372.96	1/4/2026
		5,348	—		61.20	8/22/2027
		9,336	—		21.60	1/23/2028
		134,203	—		2.48	6/20/2029
		221,241	—		2.60	6/17/2030
	X	271,920	163,152	(2)	7.98	6/10/2031
		161,931	208,197	(3)	2.50	3/9/2032
		—	482,064	(4)	1.72	3/15/2033
Fairooz Kabbinavar	X	—	425,000	(5)	1.75	1/30/2033
James Levine	X	235,625	154,375	(6)	6.55	7/12/2031
		74,382	95,634	(7)	2.50	3/9/2032
		—	197,472	(8)	1.72	3/15/2033


	Termination
	By Cardiff Oncology Without Cause Outside a Change In Control		By Cardiff Oncology Without Cause or by Dr. Erlander for Good Reason in Connection with a Change In Control(1)
Value of Equity Securities Accelerated	$	—	$	965,018
Cash Payments	937,719		937,719
Total Cash Benefits and Payments	$	937,719	$	1,902,737


	Termination
	By Cardiff Oncology Without Cause Outside a Change In Control		By Cardiff Oncology Without Cause or by Mr. Levine for Good Reason in Connection with a Change In Control(1)
Value of Equity Securities Accelerated	$	—	$	453,400
Cash Payments	714,879		714,879
Total Cash Benefits and Payments	$	714,879	$	1,168,279


	Termination
	By Cardiff Oncology Without Cause Outside a Change In Control		By Cardiff Oncology Without Cause or by Mr. Levine for Good Reason in Connection with a Change In Control(1)
Value of Equity Securities Accelerated	$	—	$	506,479
Cash Payments	690,215		690,215
Total Cash Benefits and Payments	$	690,215	$	1,196,694


Name and Principal Position	Year	Salary ($)	Option Awards ($) (2)			Non-Equity Incentive Plan Compensation ($)(1)		Total ($)
Mark Erlander, CEO	2023	594,400		672,978			280,394		1,547,772
	2022	570,600		753,272			266,475		1,590,347

Fairooz Kabbinavar, CMO	2023	443,865		601,468	(3)		212,120		1,257,453
James Levine, CFO	2023	459,236		275,678			182,805		917,719
	2022	440,475		350,752			168,252		959,479


		Committee membership
	Annual retainer non-employee board member	Audit	Compensation	Corporate Governance/Nominating
Chair	$40,000	$16,000	$10,000	$8,000
Member	$65,000	$8,000	$6,000	$4,000


Name	Fees Earned or Paid in Cash ($)	Option Awards ($)(1)	Total ($)
Dr. James O. Armitage, M.D.(2)	69,000	35,434	104,434
Dr. Rodney S. Markin, M.D., Ph.D.(3)	119,000	35,434	154,434
Mani Mohindru, Ph.D.(4)	77,000	35,434	112,434
Gary W. Pace, Ph.D.(5)	79,000	35,434	114,434
Renee P. Tannenbaum, Pharm.D.(6)	75,000	35,434	110,434
Lâle White(7)	81,000	35,434	116,434


Year(1)	Summary Compensation Table Total for PEO ($)	Compensation Actually Paid to PEO ($)(2)	Average Summary Compensation Table Total for Non-PEO NEOs ($)		Average Compensation Actually Paid to Non-PEO NEOs ($)(2)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($)		Net Loss attributable to common stockholders($ in thousands)
2023	1,547,772	1,440,564		1,087,586		993,531		8		(41,465)
2022	1,590,347	91,869		1,523,156		222,550		8		(38,728)
2021	3,635,198	(1,401,408)		2,148,786		539,237		33		(28,315)

SEC Form DEF 14A filed by Cardiff Oncology Inc.